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 Exhibit 4.2  


 
 

  FORM OF FIRST SUPPLEMENTAL INDENTURE    
    


        This First Supplemental Indenture, dated as of May [            ], 2010 (this
"Supplemental Indenture"), among (i) Regal Cinemas Corporation (together with its successors and assigns, the
"Company"), (ii) R.C. Cobb II, LLC, a Delaware limited liability company, and Regal Cinemas II, LLC, a Delaware limited liability
company (each a "New Subsidiary Guarantor" and collectively, the "New Subsidiary Guarantors"),
(iii) each other now existing Guarantor under the Indenture referred to below and (iv) U.S. Bank National Association, as Trustee under the Indenture referred to below. 


W I T N E S S E T H: 


        WHEREAS,
the Company, the Guarantors and the Trustee have heretofore executed and delivered an Indenture, dated as of July 15, 2009 (as amended,
supplemented, waived or otherwise modified, the "Indenture"), providing for the issuance of 8.625% Senior Notes due 2019 of the Company (the
"Securities"); 


        WHEREAS,
Section 4.10 of the Indenture provides that the Company is required to cause each Subsidiary that Guarantees obligations under the Credit Agreement or any other
Indebtedness of the Company or any Guarantor to execute and deliver to the Trustee a supplemental indenture pursuant to which such Subsidiary will unconditionally Guarantee, on a joint and several
basis, the full and prompt payment of the principal of, premium, if any, and interest on the Securities on a senior unsecured basis; 


        WHEREAS,
pursuant to Section 2.01 of the Indenture and resolutions adopted by the Company's Board of Directors on May 5, 2010, the Company and the Guarantors desire to
establish Additional Securities in an aggregate principal amount of $250,000,000 to be issued as part of the same series of Securities as the Initial Securities; and 



        WHEREAS,
pursuant to Section 9.01 of the Indenture, the Trustee, the Company and the Guarantors are authorized to execute and deliver this Supplemental Indenture to amend or
supplement the Indenture, without the consent of any Holder. 


        NOW,
THEREFORE, in consideration of the foregoing and for other good and valuable consideration, the receipt of which is hereby acknowledged, the New Subsidiary Guarantors, the Company,
the other Guarantors and the Trustee mutually covenant and agree for the equal and ratable benefit of the Holders of the Securities as follows: 


 ARTICLE I

Definitions  


        SECTION 1.1. Defined Terms. As used in this Supplemental Indenture, terms
defined in the Indenture or in the preamble or recital hereto are used herein as therein defined, except that the term "Holders" in this Guarantee shall
refer to the term "Holders" as defined in the Indenture and the Trustee acting on behalf or for the benefit of such Holders. The words "herein,"
"hereof" and "hereby" and other words of similar import used in this Supplemental Indenture refer to this Supplemental Indenture as a whole and not to any particular section hereof. 



        SECTION 1.2.  Definition of Credit Agreement. The definition of "Credit Agreement" in Section 1.01 of the Indenture shall be
deleted in its entirety and replaced with the following: 



        "Credit Agreement" means that certain Sixth Amended and Restated Credit Agreement, dated as of
May [            ], 2010, among Regal Cinemas Corporation, a Delaware corporation, the lenders and issuers party thereto from time to time, Credit Suisse AG, Cayman
Islands Branch, as 



1







 

administrative
agent, and Credit Suisse Securities (USA) LLC, as sole lead arranger and sole book runner, and any related notes, collateral documents, letters of credit, guarantees and other
documents, and any appendices, exhibits or schedules to any of the foregoing, as any or all of such agreements may be amended, restated, modified or supplemented from time to time, together with any
extensions, revisions, increases, refinancings, renewals, refundings, restructurings or replacements thereof. 



 ARTICLE II

Agreement to be Bound; Guarantee  


        SECTION 2.1. Agreement to be Bound. Each New Subsidiary Guarantor hereby becomes
a party to the Indenture as a Subsidiary Guarantor and as such will have all of the rights and be subject to all of the obligations and agreements of a Subsidiary Guarantor under the Indenture. Each
New Subsidiary Guarantor agrees to be bound by all of the provisions of the Indenture applicable to a Subsidiary Guarantor and to perform all of the obligations and agreements of a Subsidiary
Guarantor under the Indenture. 


        SECTION 2.2.
Guarantee. Each New Subsidiary Guarantor agrees, on a joint and several basis with all the existing Guarantors, to
fully, unconditionally and irrevocably Guarantee to each Holder of the Securities and the Trustee the Guarantor Obligations pursuant to Article X of the Indenture on a senior basis. 


 ARTICLE III

Additional Securities  


        SECTION 3.1. Establishment of Additional Securities. This Supplemental Indenture
is being delivered to the Trustee in order to establish Additional Securities in an aggregate principal amount of $250,000,000 pursuant to Section 2.01 of the Indenture, which Additional
Securities shall have the following terms: 



        (a)   The
Additional Securities established hereunder shall be issued as part of the same series of Securities with the Initial Securities issued under the Indenture (and the
Exchange Securities issued upon subsequent registration of such Initial Securities); 


        (b)   The
aggregate principal amount of the Additional Securities to be authenticated and delivered pursuant to this Supplemental Indenture is $250,000,000; 


        (c)   The
issuance price of the Additional Securities established hereunder shall be [                        ]%, and the issuance date of
such Additional
Securities shall be May [            ], 2010; and interest shall accrue on such Additional Securities from January 15, 2010; and 


        (d)   The
Additional Securities established hereunder shall be issuable in the form of one or more Global Securities, substantially in the form attached as  Exhibit A hereto, which Global Securities shall be
registered in the name of Cede & Co. and delivered to or on behalf of The
Depository Trust Company ("DTC"). 




        SECTION 3.2.
Authentication Order and Acknowledgement. The Company has delivered to the Trustee for original issuance on the date
hereof under the Indenture, the Company's global 8.625% Senior Note due 2019 (the "Additional Note") in a principal amount of $250,000,000 to be issued
and sold pursuant to an Underwriting Agreement dated May [            ], 2010 between the Company and the Underwriters listed on Schedule A thereto. Pursuant
to the Indenture, you, as Trustee, are hereby ordered to cause to be authenticated the Additional Note, that has been heretofore duly executed by the proper officers of the Company and delivered to
you, to be registered in the name of Cede & Co., nominee of DTC, and to hold the Additional Note, when so authenticated and registered, as custodian for DTC, upon the Company's
instructions. Trustee hereby acknowledges receipt from the Company of 


2







 

the
Additional Note for authentication in accordance with this Section 3.2 of the Supplemental Indenture. 


        SECTION 3.3.
Conditions Precedent. The Company certifies that all conditions precedent provided for in the Indenture relating to
the issuance of the Additional Securities described in this Article III of the Supplemental indenture, and the procedures for authentication and delivery of such Additional Securities provided
for in the Indenture have been complied with. 


 ARTICLE IV

Miscellaneous  


        SECTION 4.1. Notices. All notices and other communications to a New Subsidiary
Guarantor shall be given as provided in the Indenture to such New Subsidiary Guarantor, at its address set forth below, with a copy to the Company as provided in the Indenture for notices to the
Company. 


        SECTION 4.2.  Parties. Nothing expressed or mentioned herein is intended or shall be construed to give any Person, firm or
corporation, other than the Holders and the Trustee, any legal or equitable right, remedy or claim under or in respect of this Supplemental indenture or the Indenture or any provision herein or
therein contained. 


        SECTION 4.3.
Governing Law. This Supplemental Indenture shall be governed by, and construed in accordance with, the laws of the
State of New York. 


        SECTION 4.4.  Ratification of Indenture; Supplemental Indentures Part of Indenture. Except as expressly amended hereby, the
Indenture is in all respects ratified and confirmed and all the terms, conditions and provisions thereof shall remain in full force and effect. This Supplemental Indenture shall form a part of
the Indenture for all purposes, and every Holder of Securities heretofore or hereafter authenticated and delivered shall be bound hereby. 


        SECTION 4.5.
Trustee not Responsible. The Trustee shall not be responsible in any manner whatsoever for or in respect of the
validity or sufficiency of this Supplemental Indenture or for or in respect of the recitals contained herein, all of which are made solely by the Company and the Guarantors. 


        SECTION 4.6.
Counterparts. The parties hereto may sign one or more copies of this Supplemental Indenture in counterparts, all of
which together shall constitute one and the same agreement. 


        SECTION 4.7.
Headings. The headings of the Articles and the Sections in this Guarantee are for convenience of reference only and
shall not be deemed to alter or affect the meaning or interpretation of any provisions hereof. 


[Remainder of Page Intentionally Blank]


3













































  
        IN WITNESS WHEREOF, the parties hereto have caused this Supplemental Indenture to be duly executed as of the date first above written. 

 






 



					
	

 	
 	
 COMPANY:
	

 	
 	
REGAL CINEMAS CORPORATION
	

 	
 	
By:	
 	
 







 
	 	 	Name:	 	Amy E. Miles
	 	 	Title:	 	 Chief Executive Officer
	

 	
 	
 NEW SUBSIDIARY GUARANTORS:
	

 	
 	
R.C. Cobb II, LLC
	

 	
 	
By:	
 	
  







 
	 	 	Name:	 	Amy E. Miles
	 	 	Title:	 	 President
	

 	
 	
REGAL CINEMAS II, LLC
	

 	
 	
By:	
 	
  







 
	 	 	Name:	 	Amy E. Miles
	 	 	Title:	 	 President
	

 	
 	
 Address for each of the New Subsidiary Guarantors:
	

 	
 	
c/o Regal Entertainment Group

7132 Regal Lane

Knoxville, Tennessee 37918

Attention of: General Counsel

Facsimile: (865) 922-6085
	

 	
 	
with copies (which shall not constitute notice) to:
	

 	
 	
Hogan Lovells US LLP

One Tabor Center, Suite 1500

1200 Seventeenth Street

Denver, Colorado 80202

Attention of: Richard J. Mattera, Esq.

Facsimile: (303) 899-7333






 

 




 






 



					
	

 	
 	
 OTHER SUBSIDIARY GUARANTORS:
	

 	
 	
A 3 THEATRES OF SAN ANTONIO, LTD.,

    by A3 Theatres of Texas, Inc., its General Partner
	

 	
 	
A 3 THEATRES OF TEXAS, INC.

CONSOLIDATED THEATRES MANAGEMENT, LLC

EASTGATE THEATRE, INC.

EDWARDS THEATRES, INC.

FREDERICK PLAZA CINEMAS, INC.

HOYTS CINEMAS CORPORATION

INTERSTATE THEATRES CORPORATION

R.C. COBB, INC.

RCI/FSSC, LLC

RCI/RMS, LLC

REGAL CINEMAS HOLDINGS, INC.

REGAL CINEMAS, INC.

REGAL CINEMEDIA CORPORATION

REGAL GALLERY PLACE, LLC

REGAL INVESTMENT COMPANY

RICHMOND I CINEMA, LLC

UA SWANSEA, LLC

UNITED ARTISTS PROPERTIES I CORP.

UNITED ARTISTS REALTY COMPANY

UNITED ARTISTS THEATRE COMPANY
	

 	
 	
By:	
 	
 







 
	 	 	Name:	 	Amy E. Miles
	 	 	Title:	 	 President
	

 	
 	
 PARENT GUARANTOR:
	

 	
 	
REGAL ENTERTAINMENT GROUP
	

 	
 	
By:	
 	
 







 
	 	 	Name:	 	Amy E. Miles
	 	 	Title:	 	 Chief Executive Officer
	

 	
 	
 TRUSTEE:
	

 	
 	
U.S. BANK NATIONAL ASSOCIATION, as Trustee
	

 	
 	
By:	
 	
 







 
	 	 	Name:	 	 
	 	 	Title:	 	 




 

 










































 Exhibit A  


Form of Global Security  


 REGAL CINEMAS CORPORATION  


 8.625% Senior Notes due 2019  

 










			
	No. R-[      ]	 	 CUSIP: 758753AD9
	 	 	ISIN: US758753AD98
	 	 	$
[                                    ]




 

         REGAL
CINEMAS CORPORATION, a Delaware corporation, promises to pay to Cede & Co., or registered assigns, the principal sum of
[                                    ]
Dollars ($[                                    ]) on July 15,
2019. 



        Interest
Payment Dates: January 15 and July 15, commencing January 15, 2010. 


        Record
Dates: January 1 and July 1. 








        IN
WITNESS WHEREOF, the parties have caused this instrument to be duly executed as of the            day of May, 2010. 

 










					
	

 	
 	
REGAL CINEMAS CORPORATION
	

 	
 	
By:	
 	
  







 
	 	 	Name:	 	David H. Ownby
	 	 	Title:	 	 Executive Vice President, Chief Financial Officer and Treasurer
	

 	
 	
By:	
 	
 







 
	 	 	Name:	 	Amy E. Miles
	 	 	Title:	 	 Chief Executive Officer




 

 TRUSTEE'S
CERTIFICATE OF AUTHENTICATION 

 






 



					
	

U.S. Bank National Association as Trustee, certifies that this is one of the Securities referred to in the Indenture.	
 	

 
	
 By:	
 	
  






  Authorized Officer	
 	

 




 

         Additional
provisions of this Security are set forth on the other side of this Security. 







 [REVERSE SIDE OF INITIAL SECURITY]  


 8.625% Senior Notes due 2019  


        UNLESS THIS CERTIFICATE IS PRESENTED BY AN AUTHORIZED REPRESENTATIVE OF THE DEPOSITORY TRUST COMPANY, A NEW YORK CORPORATION ("DTC"),
NEW YORK, NEW YORK, TO THE COMPANY OR ITS AGENT FOR REGISTRATION OF TRANSFER, EXCHANGE OR PAYMENT, AND ANY CERTIFICATE ISSUED IS REGISTERED IN THE NAME OF CEDE & CO. OR SUCH OTHER NAME
AS IS REQUESTED BY AN AUTHORIZED REPRESENTATIVE OF DTC (AND ANY PAYMENT IS MADE TO CEDE & CO., OR TO SUCH OTHER ENTITY AS IS REQUESTED BY AN AUTHORIZED REPRESENTATIVE OF DTC), ANY
TRANSFER, PLEDGE OR OTHER USE HEREOF FOR VALUE OR OTHERWISE BY OR TO ANY PERSON IS WRONGFUL INASMUCH AS THE REGISTERED OWNER HEREOF, CEDE & CO., HAS AN INTEREST HEREIN. 



        TRANSFERS
OF THIS GLOBAL SECURITY SHALL BE LIMITED TO TRANSFERS IN WHOLE, BUT NOT IN PART, TO NOMINEES OF DTC OR TO A SUCCESSOR THEREOF OR SUCH SUCCESSOR'S NOMINEE AND TRANSFERS OF
PORTIONS OF THIS GLOBAL SECURITY SHALL BE LIMITED TO TRANSFERS MADE IN ACCORDANCE WITH THE RESTRICTIONS SET FORTH IN THE INDENTURE. 


        IN
CONNECTION WITH ANY TRANSFER, THE HOLDER WILL DELIVER TO THE REGISTRAR AND TRANSFER AGENT SUCH CERTIFICATES AND OTHER INFORMATION AS SUCH TRANSFER AGENT MAY REASONABLY REQUIRE TO
CONFIRM THAT THE TRANSFER COMPLIES WITH THE FOREGOING RESTRICTIONS. 


        1.     Interest


        Regal
Cinemas Corporation, a Delaware corporation (the "Company"), promises to pay interest on the principal amount of this Security at
the rate per annum shown above. The Company will pay interest semiannually, in arrears, on January 15 and July 15 of each year, commencing January 15, 2010, in immediately
available funds. Interest on the Securities will accrue from the most recent date to which interest has been paid or, if no interest has been paid, from the date of issuance. Interest shall be
computed on the basis of a 360-day year of twelve 30-day months. The Company shall pay interest on overdue principal at the rate borne by the Securities plus 1% per annum, and
it shall pay interest on overdue installments of interest at the rate borne by the Securities to the extent lawful. 


        2.     Method of Payment


        The
Company will pay interest on the Securities (except defaulted interest) to the Persons who are registered holders of Securities at the close of business on the January 1 or
July 1 next preceding the interest payment date even if Securities are canceled after the record date and on or before the interest payment date. Holders must surrender Securities to a Paying
Agent to collect principal payments. The Company will pay principal and interest in money of the United States of America that at the time of payment is legal tender for payment of public and private
debts. Payments in respect of the Securities represented by a Global Security (including principal, premium and interest) will be made by wire transfer of immediately available funds to the accounts
specified by The Depository Trust Company. The Company will make all payments in respect of a certificated Security (including principal, premium and interest) by mailing a check to the registered
address of each Holder thereof; provided, however, that payments on the Securities may also be made, in
the case of a Holder of at least $1,000,000 aggregate principal amount of Securities, by wire transfer to a U.S. dollar account maintained by the payee with a bank in the United States if such Holder
elects payment by wire transfer by giving written notice to the Trustee or the Paying Agent to such effect designating such account no later than 30 days immediately preceding the relevant due
date for payment (or such other date as the Trustee may accept in its discretion). 








        3.     Paying Agent and Registrar


        Initially,
U.S. Bank National Association (the "Trustee"), will act as Paying Agent and Registrar. The Company may appoint and change any
Paying Agent, Registrar or co-registrar without notice. The Company or any of its domestic Wholly Owned Subsidiaries may act as Paying Agent, Registrar or co-registrar. 


        4.     Indenture


        The
Company issued the Securities under an Indenture dated as of July 15, 2009, as supplemented by that First Supplemental Indenture, dated
May [            ], 2010 (the "Indenture"), among the Company, the Guarantors party thereto from time to time and the
Trustee. The terms of the Securities include those stated in the Indenture and those made part of the Indenture by reference to the Trust Indenture Act of 1939 (15 U.S.C. 77aaa-77bbbb) as
in effect on the date of the Indenture (the "TIA"). Terms defined in the Indenture and not defined herein have the meanings ascribed thereto in the
Indenture. The Securities are subject to all such terms, and Holders are referred to the Indenture and the TIA for a statement of those terms. 


        The
Securities are senior unsecured obligations of the Company and can be issued in an initial amount of up to $
[                        ] and additional amounts as part
of the same series or new series under the Indenture which are unlimited (subject to Sections 2.01 and 2.10 of the Indenture). The Indenture imposes certain limitations on the ability of the
Company and its Subsidiaries to, among other things, incur additional indebtedness, pay dividends or make distributions in respect of their capital stock, purchase or redeem capital stock, enter into
transactions with stockholders or certain affiliates, create liens or consolidate, merge or sell all or substantially all of the Company's assets, other than in certain transactions between the
Company and one or more of its Wholly Owned Subsidiaries. These limitations are subject to significant exceptions. 


        5.     Optional Redemption


        (a)   Except
as set forth below, the Securities may not be redeemed prior to July 15, 2014. 



        (b)   At
any time prior to July 15, 2014, the Company may redeem the Securities in whole at any time or in part from time to time at a redemption price equal to 100% of
the principal amount of the Securities redeemed plus the Applicable Premium as of, and accrued and unpaid interest, if any, to the redemption date (subject to the rights of Holders of record on the
relevant record date to receive interest due on the relevant interest payment date that is on or prior to the date of redemption). 


        (c)   At
any time on or after July 15, 2014, the Company may redeem the Securities in whole at any time or in part from time to time at the following redemption prices
(expressed in percentages of principal amount), plus accrued and unpaid interest, if any, to the redemption date (subject to the right of Holders of record on the relevant record date to receive
interest due on the relevant interest payment date that is on or prior to the date of redemption), if redeemed during the 12-month period beginning on or after July 15 of the years
set forth below: 

 






 



					
	Period



 
	 	Redemption Price 	 
	 2014
	 	 	104.313	%
	 2015
	 	 	102.875	%
	 2016
	 	 	101.438	%
	 2017 and thereafter
	 	 	100.000	%




 

         (d)   At
any time prior to July 15, 2012, the Company may on any one or more occasions redeem up to 35% of the original aggregate principal amount of the Securities
with the Net Cash Proceeds of one or more Equity Offerings at a redemption price of 108.625% of the principal amount thereof, plus accrued and unpaid interest, if any, to the redemption date (subject
to the right of holders of record on the relevant record date to receive interest due on the relevant interest payment date); provided that 



        (1)   at
least 65% of the original aggregate principal amount of the Securities remains outstanding after each such redemption; and 









        (2)   the
redemption occurs within 90 days after the closing of such Equity Offering. 




        6.     Mandatory Redemption


        The
Company will not be required to make mandatory redemption or sinking fund payments with respect to the Securities. 


        7.     Notice of Redemption


        Notice
of redemption will be mailed by first class mail at least 30 days but not more than 60 days before the redemption date to each Holder of Securities to be redeemed at
its registered address. Securities in denominations larger than $2,000 may be redeemed in part but only in whole multiples of $1,000. If money sufficient to pay the redemption price of and accrued
interest on all Securities (or portions thereof) to be redeemed on the redemption date is deposited with the Paying Agent on or before the redemption date and certain other conditions are satisfied,
on and after such date interest ceases to accrue on such Securities (or such portions thereof) called for redemption. 


        8.     Repurchase of Securities at the Option of Holders upon Change of Control


        Upon
a Change of Control, the Company will be required to make an offer, subject to certain conditions specified in the Indenture, to repurchase all the Securities of each Holder at a
purchase price equal to 101% of the principal amount of Securities to be repurchased plus accrued and unpaid interest, if any, to the date of purchase (subject to the right of Holders of record on the
relevant record date to receive interest due on the interest payment date that is on or prior to the date of purchase) as provided in, and subject to the terms of, the Indenture. 


        9.     Denominations; Transfer; Exchange


        The
Securities are in registered form without coupons in denominations of $2,000 and whole multiples of $1,000 in excess thereof. A Holder may transfer or exchange Securities in
accordance with the Indenture. Upon any transfer or exchange, the Registrar and the Trustee may require a Holder, among other things, to furnish appropriate endorsements or transfer documents and to
pay any taxes required by law or permitted by the Indenture. The Registrar need not register the transfer of or exchange any Securities selected for redemption (except, in the case of a Security to be
redeemed in part, the portion of the Security not to be redeemed) or to transfer or exchange any Securities for a period of 15 days prior to a selection of Securities to be redeemed or
15 days before an interest payment date. 



        10.   Persons Deemed Owners


        The
registered Holder of this Security may be treated as the owner of it for all purposes. 


        11.   Unclaimed Money


        If
money for the payment of principal, premium or interest remains unclaimed for two years, the Trustee or Paying Agent shall pay the money back to the Company at its written request
unless an abandoned property law designates another Person. After any such payment, Holders entitled to the money must look only to the Company and not to the Trustee for payment. 



        12.   Discharge and Defeasance


        Subject
to certain conditions set forth in the Indenture, the Company at any time may terminate some of or all its obligations under the Securities and the Indenture if the Company
deposits with the Trustee money or Government Securities for the payment of principal and interest on the Securities to redemption or maturity, as the case may be. 


        13.   Amendment, Waiver


        Subject
to certain exceptions set forth in the Indenture, (i) the Indenture or the Securities may be amended without notice to any Holder but with the written consent of the
Holders of at least a majority in aggregate principal amount of the outstanding Securities and (ii) any default or noncompliance with any provision may be waived with the written consent of the
Holders of at least a 










majority
in aggregate principal amount of the outstanding Securities. Subject to certain exceptions set forth in the Indenture, without the consent of any Holder of Securities, the Company and the
Trustee may amend the Indenture or the Securities: (i) to cure any ambiguity, omission, defect or inconsistency; (ii) to comply with Article V of the Indenture; (iii) to
provide for uncertificated Securities in addition to or in place of certificated Securities; (iv) to add additional Guarantees with respect to the Securities; (v) to secure the
Securities; (vi) to add additional covenants of the Company or to surrender rights and powers conferred on the Company; (vii) to make any change that does not adversely affect the rights
of any Holder; or (viii) to comply with the requirements of the SEC in order to effect or maintain the qualification of the Indenture under the TIA. 


        14.   Defaults and Remedies


        If
an Event of Default occurs and is continuing, the Trustee or the Holders of at least 25% in aggregate principal amount of the Securities then outstanding, subject to certain
limitations, may declare all the Securities to be immediately due and payable. Certain events of bankruptcy or insolvency are Events of Default and shall result in the Securities being immediately due
and payable upon the occurrence of such Events of Default without any further act of the Trustee or any Holder. 


        Holders
of Securities may not enforce the Indenture or the Securities except as provided in the Indenture. The Trustee may refuse to enforce the Indenture or the Securities unless it
receives reasonable indemnity or security. Subject to certain limitations, Holders of a majority in aggregate principal amount of the Securities then outstanding may direct the Trustee in its exercise
of any trust or power under the Indenture. The Holders of a majority in aggregate principal amount of the Securities then outstanding, by written notice to the Company and the Trustee, may rescind any
declaration of acceleration and its consequences if the rescission would not conflict with any judgment or decree, and if all existing Events of Default have been cured or waived except
non-payment of principal or interest that has become due solely because of the acceleration. 


        15.   Trustee Dealings with the Company


        Subject
to certain limitations imposed by the TIA, the Trustee under the Indenture, in its individual or any other capacity, may become the owner or pledgee of Securities and may
otherwise deal with and collect obligations owed to it by the Company or its Affiliates and may otherwise deal with the Company or its Affiliates with the same rights it would have if it were not
Trustee. 


        16.   No Recourse Against Others


        A
director, officer, employee or stockholder, as such, of the Company shall not have any liability for any obligations of the Company under the Securities or the Indenture or for any
claim based on, in respect of or by reason of such obligations or their creation. By accepting a Security, each Holder waives and releases all such liability. The waiver and release are part of the
consideration for the issue of the Securities. 


        17.   Authentication


        This
Security shall not be valid until an authorized signatory of the Trustee (or an authenticating agent) manually signs the certificate of authentication on the other side of this
Security. 


        18.   Abbreviations


        Customary
abbreviations may be used in the name of a Holder or an assignee, such as TEN COM (=tenants in common), TEN ENT (=tenants by the entireties), JT TEN (=joint tenants with rights
of survivorship and not as tenants in common), CUST (=custodian), and U/G/M/A (=Uniform Gift to Minors Act). 


        19.   Governing Law


        THIS
SECURITY SHALL BE GOVERNED BY, AND CONSTRUED IN ACCORDANCE WITH, THE LAWS OF THE STATE OF NEW YORK. 








        20.   ISINs and CUSIP Numbers


        Pursuant
to a recommendation promulgated by the Committee on Uniform Security Identification Procedures, the Company has caused ISINs and/or CUSIP numbers to be printed on the Securities
and has directed the Trustee to use ISINs and/or CUSIP numbers in notices of redemption as a convenience to Holders. No representation is made as to the accuracy of such numbers either as printed on
the Securities or as contained in any notice of redemption and reliance may be placed only on the other identification numbers placed thereon. 



        A
Holder of Securities may upon written request and without charge to the Holder receive a copy of the Indenture which has in it the text of this Security. Requests may be made to: 




Regal
Cinemas Corporation

c/o Regal Entertainment Group

7132 Regal Lane

Knoxville, Tennessee 37918

Attention: General Counsel

(865) 922-1123 



















































 ASSIGNMENT FORM 


        To
assign this Security, fill in the form below: I or we assign and transfer this Security to 












(Print or type assignee's name, address and zip code) 











(Insert assignee's soc. sec. or tax I.D. No.) 

and
irrevocably appoint                                      agent
to transfer this Security on the books of the Company. The agent may substitute another to act for him.
 

 






 



							
	 
	 	 
	 	 
	 	 

	 	 	 	 	Your	 	 
	Date:	 	 	 	Signature:	 	 
	 	 	





  	 	 	 	





  
	
 Signature

Guarantee:	
 	

 	
 	

 	
 	

 
	 	 	





  	 	 	 	 




 

 Signature
must be guaranteed by a participant in a recognized signature guaranty medallion program or other signature guarantor acceptable to the Trustee. 







SCHEDULE OF INCREASES OR DECREASES IN GLOBAL SECURITY 


        The
initial principal amount of this Global Security is $
[                                    ]. The following increases or
decreases in this Global
Security have been made: 

 






 



														
	Date of Exchange



 
	 	Amount of

decrease

in Principal

Amount

of this Global

Security 	 	Amount of

increase in

Principal Amount

of this Global

Security 	 	Principal

amount

of this Global

Security

following such

decrease or

increase 	 	Signature of

authorized

signatory

of Trustee or

Securities

Custodian 	 
	 
	 	 	 	 	 	 	 	 	 	 	 	 	 




 

 




OPTION OF HOLDER TO ELECT PURCHASE 


        If
you want to elect to have this Security purchased by the Company pursuant to Section 4.11 (Change of Control) of the Indenture, check the
box: o 


        If you want to elect to have only part of this Security purchased by the Company pursuant to Section 4.11 of the Indenture, state the amount: 


        $


 






 



							
	 
	 	 
	 	 
	 	 

	 	 	 	 	Your	 	 
	Date:	 	 	 	Signature:	 	 
	 	 	





  	 	 	 	





  
	(Sign exactly as your name appears on the other side of the Security)
	
 Signature

Guarantee:	
 	

 	
 	

 	
 	

 
	 	 	





  	 	 	 	 




 

 Signature
must be guaranteed by a participant in a recognized signature guaranty medallion program or other signature guarantor acceptable to the Trustee. 











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FORM OF FIRST SUPPLEMENTAL INDENTURE