<PAGE>   1
   
                                                                  EXHIBIT 10.3-1
    



                                 FIRST AMENDMENT


         THIS FIRST AMENDMENT, dated as of August 26, 1998 (hereinafter, the
"First Amendment"), among REGAL CINEMAS, INC., a Tennessee corporation (the
"Borrower"), the various financial institutions parties hereto, each of which
are lenders under the Act III Credit Agreement and the Existing Regal Cinemas
Credit Agreement (collectively, the "Act III/Regal Lenders" and, individually,
an "Act III/Regal Lender"), and THE BANK OF NOVA SCOTIA, as administrative agent
(in such capacity, the "Administrative Agent") for the financial institutions
party to the Existing Regal Cinemas Credit Agreement, BANCAMERICA ROBERTSON
STEPHENS, as syndication agent for the financial institutions party to the
Existing Regal Cinemas Credit Agreement, THE CHASE MANHATTAN BANK, as
documentation agent for the financial institutions party to the Existing Regal
Cinemas Credit Agreement, ACT III CINEMAS, INC., as borrower under the Act III
Credit Agreement (defined below), the Act III Swing Line Lender and the Act III
L/C Issuer (as each such term is defined herein).


                              W I T N E S S E T H:


         WHEREAS, the Borrower, the Agents and the Act III/Regal Lenders are
parties to that certain Credit Agreement, dated as of May 27, 1998 (herein
referred to as the "Existing Regal Cinemas Credit Agreement"; capitalized terms
defined therein being used in these recitals as so defined), pursuant to which:

                  (a) the Lenders thereunder made Term A Loans to the Borrower
         on the Closing Date in the aggregate original principal amount of (and
         which are presently outstanding in the aggregate principal amount of)
         $120,000,000 (the "Existing Term A Loans");

                  (b) the Lenders made Term B Loans to the Borrower on the
         Closing Date in the aggregate original principal amount of (and which
         are presently outstanding in the aggregate principal amount of)
         $120,000,000 (the "Existing Term B Loans"); and

                  (c) the Lenders extended Revolving Loan Commitments (which
         included availability for Swing Line Loans and Letters of Credit) to
         the Borrower in the aggregate original principal amount of $350,000,000
         (the "Existing Revolving Loan Commitment");


<PAGE>   2




         WHEREAS, the Borrower intends to consummate the Act III Acquisition on
August 26, 1998;

         WHEREAS, in order to consummate the Act III Acquisition, the Borrower
desires, and the Act III/Regal Lenders, the Issuer and the Swing Line Lender are
willing, upon the terms and conditions hereinafter set forth, to maintain their
respective Existing Term A Loans, Existing Term B Loans and Existing Revolving
Loan Commitments (including, with respect to the Swing Line Lender and the
Issuer, the Swing Line Loan Commitment and the Letter of Credit Commitment,
respectively) and to amend the Existing Regal Cinemas Credit Agreement:

                  (a)(x) to increase the Term A Loan Commitment Amount to
         $240,000,000 and (y) to extend to the Borrower additional Term A Loans
         under the Amended Credit Agreement ("Additional Term A Loans"), the
         proceeds of which shall be applied to refinance all outstanding Term A
         Loans (as such term is defined in the Act III Credit Agreement), in the
         principal amount of $107,500,000 and a portion of the outstanding
         principal amount of the Subordinated Debt of Act III, as defined in the
         Act III Credit Agreement, in a principal amount of $12,500,000,

                  (b)(x) to increase the Term B Loan Commitment Amount to
         $337,500,000 and (y) to extend to the Borrower additional Term B Loans
         under the Amended Credit Agreement ("Additional Term B Loans"), the
         proceeds of which shall be applied to refinance all outstanding Term B
         Loans (as such term is defined in the Act III Credit Agreement), in the
         principal amount of $80,000,000 and a portion of the outstanding
         principal amount of the Subordinated Debt of Act III, as defined in the
         Act III Credit Agreement, in a principal amount of $137,500,000;

                  (c)(x) to increase the Revolving Loan Commitment Amount to
         $500,000,000 and (y) to refinance all outstanding Revolving Loans set
         forth on Schedule I hereto ("Act III Revolving Loans") outstanding
         under the Act III Credit Agreement with Revolving Loans under the
         Amended Credit Agreement,

                  (d) to refinance all outstanding Swing Line Loans set forth on
         Schedule I hereto ("Act III Swing Line Loans") outstanding under the
         Act III Credit Agreement and made by Scotiabank, as Swing Line Lender
         (in such capacity, the "Act III Swing Line Lender") with Swing Line
         Loans under the Amended Credit Agreement,

                  (e) to deem all "Letters of Credit" issued by Scotiabank as
         the Issuer (in such capacity, the "Act III L/C Issuer") pursuant to the
         Act III Credit Agreement set forth on Schedule I hereto ("Act III
         Letters of Credit") to be "Letters of Credit" under the Amended Credit
         Agreement, and

                                       -2-

<PAGE>   3




                  (f) to permit the Borrower to assume all other Obligations
         under the Act III Credit Agreement (as such term is defined therein) as
         Obligations under the Amended Credit Agreement;

         WHEREAS, the Borrower, the Agents and the Act III/Regal Lenders, the
Act III L/C Issuer, the Issuer and the Swing Line Lender have agreed, subject to
the terms and conditions set forth herein, to amend certain provisions of the
Existing Regal Cinemas Credit Agreement (as amended hereby, the "Amended Credit
Agreement") in accordance with Section 2.8 thereof and in connection with the
Act III Additional Financing;

         NOW, THEREFORE, in consideration of the agreements herein contained,
and for other valuable consideration receipt of which is hereby acknowledged,
the parties hereto hereby agree as follows:


                                     PART I

                                   DEFINITIONS

         SUBPART 1.1 Certain Definitions. Unless otherwise defined herein or the
context otherwise requires, terms used in this First Amendment, including its
preamble and recitals, have the following meanings (such meanings to be equally
applicable to the singular and plural forms thereof):

         "Additional Term A Loan" means each Term A Loan made by any Act
III/Regal Lender pursuant to clause (b) of Subpart 3.1.

         "Additional Term B Loan" means each Term B Loan made by any Lender
pursuant to clause (c) of Subpart 3.1.

         "Act III/Regal Lenders" is defined in the preamble.

         "Administrative Agent" is defined in the preamble.

         "Amended Credit Agreement" is defined in the fourth recital.

         "Borrower" is defined in the preamble.

         "Existing Regal Cinemas Credit Agreement" is defined in the first
recital.

         "Existing Revolving Loan Commitment" is defined in clause (c) of the
first recital.

         "Existing Term A Loans" is defined in clause (a) of the first recital.

                                       -3-

<PAGE>   4




         "Existing Term B Loans" is defined in clause (b) of the first recital.

         "First Amendment" is defined in the preamble.

         "First Amendment Effective Date" is defined in Subpart 5.1.

         SUBPART 1.2 Other Definitions. Unless otherwise defined herein or the
context otherwise requires, terms used in this First Amendment, including its
preamble and recitals, have the meanings ascribed thereto in the Existing Regal
Cinemas Credit Agreement.


                                     PART II

                         AMENDMENTS TO CREDIT AGREEMENT

         Effective on (and subject to the occurrence of) the First Amendment
Effective Date, the Existing Regal Cinemas Credit Agreement is hereby amended in
accordance with Subparts 2.1 through 2.3.

         SUBPART 2.1. Amendments to Section 1.1 (Defined Terms). Section 1.1 of
the Existing Regal Cinemas Credit Agreement is hereby amended as set forth
below:

         SUBPART 2.1.1. New Defined Terms. The following defined terms are
inserted in Section 1.1 in the appropriate alphabetical order:

                  "Act III Pledge Agreement" means the Pledge Agreement executed
         and delivered by an Authorized Officer of Act III on the First
         Amendment Effective Date substantially in the form of Exhibit E hereto,
         as from time to time thereafter amended, supplemented, amended and
         restated or otherwise modified.

                  "Existing Regal Cinemas Credit Agreement" means the Credit
         Agreement, dated as of May 27, 1998, among the Borrower, the Lenders
         and the Agents, as amended or otherwise modified prior to the First
         Amendment Effective Date.

                  "Existing Revolving Loan Commitment" means the Revolving Loan
         Commitment as in effect pursuant to the Existing Regal Cinemas Credit
         Agreement.

                  "Existing Term A Loans" means the Term A Loans made pursuant
         to the Existing Regal Cinemas Credit Agreement.

                  "Existing Term B Loans" means the Term B Loans made pursuant
         to the Existing Regal Cinemas Credit Agreement.

                                       -4-

<PAGE>   5




                  "First Amendment" means the First Amendment, dated as of
         August 26, 1998, among the Borrower, the Act III/Regal Lenders and the
         Agents amending this Agreement as then in effect.

                  "First Amendment Effective Date" has the meaning provided in
         Subpart 5.1 of the First Amendment.

         SUBPART 2.1.2 Amended Defined Terms. The following defined terms are
amended in their entirety to read as set forth below:

                  "this Agreement" means, on any date, this Credit Agreement as
         originally in effect of the Effective Date, as amended by the First
         Amendment, and as thereafter from time to time amended, supplemented,
         amended and restated or otherwise modified and in effect on such date.

                  "Loan Document" means this Agreement, the Notes (if any), the
         Letters of Credit, the Pledge Agreement, the Act III Pledge Agreement,
         the Guaranty, each Borrowing Request, each Issuance Request, the Fee
         Letters or any other Instrument or writing required to be delivered on
         the Closing Date pursuant to Section 5.1 or thereafter from time to
         time pursuant to Section 7.1.8.

                  "Revolving Loan Commitment Amount" means, on any date,
         $500,000,000, as such amount may be from time to time increased by
         Revolving Credit Amount Increases pursuant to Section 2.8 or reduced
         pursuant to Section 2.2.

                  "Term A Loans" means the Existing Term A Loans and the
         Additional Term A Loans.

                  "Term B Loans" means the Existing Term B Loans and the
         Additional Term B Loans.

         SUBPART 2.2. Amendment to clause (c)(i) of Section 3.1.1 (Repayments
and Prepayments). Clause (c)(i) of Section 3.1.1 is hereby amended and restated
as follows:

         "(c)(i):  Scheduled Repayments of Term A, B and C Loans.

                           (i) On each anniversary of the Closing Date prior to
                  and on the Stated Maturity Date for any particular Term Loans
                  specified below, the Borrower shall make a scheduled repayment
                  of the aggregate outstanding principal amount, if any, of such
                  Term Loans in respective amount set forth below (after giving
                  effect to any adjustments in respect of any optional or
                  mandatory non-scheduled prepayments of such Term Loan)
                  opposite such anniversary:

                                       -5-

<PAGE>   6






<TABLE>
<CAPTION>
                                       Term A Loans                  Term B Loans               Term C Loans
                                        Principal                      Principal                 Principal
      Anniversary of                    Repayment                      Repayment                 Repayment
       Closing Date                      Amount                         Amount                    Amount
      --------------                   -------------                -------------              -------------
<S>                                    <C>                          <C>                         <C>         
           First                       $   2,400,000                $   3,375,000               $  1,350,000
          Second                       $   2,400,000                $   3,375,000               $  1,350,000
           Third                       $   2,400,000                $   3,375,000               $  1,350,000
          Fourth                       $   2,400,000                $   3,375,000               $  1,350,000
           Fifth                       $   2,400,000                $   3,375,000               $  1,350,000
           Sixth                       $   2,400,000                $   3,375,000               $  1,350,000
          Seventh                      $ 225,600,000                $   3,375,000               $  1,350,000
           Eighth                                                   $ 313,875,000               $  1,350,000
           Ninth                                                                                $124,200,000
</TABLE>


         SUBPART 2.2. Amendment and Restatement of Disclosure Schedule. The
Disclosure Schedule is hereby amended and restated in its entirety as set forth
in Annex 1 hereto.


                                    PART III

                       CONTINUATION OF EXISTING LOANS AND
                  COMMITMENTS, ADDITIONAL LOANS AND COMMITMENTS

         SUBPART 3.1. Revolving Credit Commitment Amount Increase, Additional
Term Loans, Swing Line Loans and Letters of Credit. On the terms and subject to
the conditions of this First Amendment,

                  (a) each Act III/Regal Lender severally agrees to continue its
         Existing Term A Loans, Existing Term B Loans and existing Revolving
         Loans under the Existing Regal Cinemas Credit Agreement and to continue
         its existing Revolving Loan Commitment thereunder;

                  (b) each Act III/Regal Lender severally agrees to make
         Additional Term A Loans in the principal amount set forth beside such
         Person's name on the signature pages hereto under the heading
         "Additional Term A Loans";

                  (c) each Act III/Regal Lender severally agrees to make
         Additional Term B Loans in the principal amount set forth beside such
         Person's name on the signature pages hereto under the heading
         "Additional Term B Loans";

                                       -6-

<PAGE>   7




                  (d) each Act III/Regal Lender severally agrees to increase its
         Revolving Loan Commitment such that, after giving effect to the
         Revolving Credit Commitment Amount Increase, (x) the Revolving Loan
         Commitment Amount is $500,000,000 and (y) such Act III/Regal Lender's
         Percentage is as forth beside such Person's name on the signature pages
         hereto under the heading "Percentage of Revolving Loan Commitment";

                  (e) the Act III Swing Line Lender and the Swing Line Lender
         agree to refinance Act III Swing Line Loans set forth on Schedule I
         with Swing Line Loans under the Amended Credit Agreement; and

                  (f) the Act III L/C Issuer and the Issuer agree that the Act
         III Letters of Credit set forth on Schedule I shall be "Letters of
         Credit" under the Amended Credit Agreement.


                                     PART IV

                         REPRESENTATIONS AND WARRANTIES

         SUBPART 4.1. Representations and Warranties. The Borrower hereby
represents and warrants that (a) the execution, delivery and performance by it
of this First Amendment are within its corporate powers, have been duly
authorized by all necessary corporate action, and (i) do not contravene its
Organizational Documents (as defined in the Existing Regal Cinemas Credit
Agreement) or (ii) do not contravene any material Applicable Law or any Material
Contractual Undertaking (each as defined in the Existing Regal Cinemas Credit
Agreement) binding on or affecting it or (iii) do not result in any breach of
any of the terms, covenants, conditions or provisions of, or constitute a
default under the terms of any material Contractual Undertaking to which the
Borrower or any of the Restricted Subsidiaries is a party or by which it or any
of its property or assets is bound; (b) no authorization or approval or other
action by, and no notice to or filing with, any governmental authority or
regulatory body is required for the due execution, delivery and performance by
it of this First Amendment; (c) this First Amendment constitutes its legal,
valid and binding obligation, enforceable against it in accordance with its
terms, subject, as to enforceability, to the effect of (i) any applicable
bankruptcy, insolvency, moratorium, reorganization or similar law affecting
creditors' rights generally, and (ii) the effect of general principles of
equity; (d) immediately before the effectiveness of this First Amendment, there
is no pending or, to its knowledge, threatened litigation, arbitration or
governmental investigation or proceeding relating to or affecting this First
Amendment which could reasonably be expected to have a Material Adverse Effect
(as defined in the Existing Regal Cinemas Credit Agreement); and (e) the Act III
Acquisition constitutes a "Permitted Acquisition" under the Existing Regal
Cinemas Credit Agreement.

                                       -7-

<PAGE>   8




                                     PART V

                           CONDITIONS TO EFFECTIVENESS

         SUBPART 5.1 Effective Date and Conditions. This First Amendment shall
be and become effective as of August 26, 1998 (herein called the "First
Amendment Effective Date"), provided that each of the conditions set forth in
Subparts 5.1.1 through 5.1.8 shall have been fulfilled to the satisfaction of
the Agents:

         SUBPART 5.1.1. Executed First Amendment. The Administrative Agent shall
have received one or more counterparts of this First Amendment duly executed and
delivered by an Authorized Officer of the Borrower and Act III, and duly
executed by each Agent, the Act III/Regal Lenders, the Act III L/C Issuer, the
Act III Swing Line Lender, the Issuer, the Swing Line Lender and the
Administrative Agent under the Act III Credit Agreement.

         SUBPART 5.1.2. Guaranty. The Administrative Agent shall have received a
supplement to the Guaranty, duly executed and delivered by an Authorized Officer
of Act III and each of its Subsidiaries.

         SUBPART 5.1.3. Supplement to Pledge Agreement. (a) The Administrative
Agent shall have received a supplement to the Pledge Agreement (the "Supplement
to Pledge Agreement") duly executed and delivered by an Authorized Officer of
the Borrower, together with certificates evidencing all of the issued and
outstanding shares of Capital Stock pledged pursuant to the Pledge Agreement (as
supplemented) and in accordance with Section 2.8 of the Existing Regal Cinemas
Credit Agreement, which certificates shall in each case be accompanied by
undated stock powers duly executed in blank, or, if any securities subject
thereto are uncertificated securities, confirmation and evidence satisfactory to
the Agents that the control of such uncertificated securities has been
transferred to, and the security interest therein has been perfected by, the
Administrative Agent for the benefit of the Lenders in accordance with Section
9-115 of the Uniform Commercial Code, as in effect in the State of New York, and
all laws otherwise applicable to the perfection of the pledge of such shares;
and

         (b) The Agents and their counsel shall be satisfied that

                  (i) the Lien granted to the Administrative Agent, for the
         benefit of the Agents, the Issuers and the Lenders, in the collateral
         described in clause (a) is a first priority security interest; and

                  (ii) no Lien exists on any of the collateral described clause
         (a) other than the Lien created in favor of the Administrative Agent,
         for the benefit of the Agents, the Issuers and the Lenders, pursuant to
         the Pledge Agreement.

                                       -8-

<PAGE>   9




         SUBPART 5.1.4. Act III Pledge Agreement. (a) The Administrative Agent
shall have received a pledge agreement (the "Act III Pledge Agreement") duly
executed by an Authorized Officer of Act III, together with certificates
evidencing all of the issued and outstanding shares of Capital Stock pledged
pursuant to the Act III Pledge Agreement and in accordance with Section 2.8 of
the Existing Regal Cinemas Credit Agreement, which certificates shall in each
case be accompanied by undated stock powers duly executed in blank, or, if any
securities subject thereto are uncertificated securities, confirmation and
evidence satisfactory to the Agents that the control of such uncertificated
securities has been transferred to, and the security interest therein has been
perfected by, the Administrative Agent for the benefit of the Lenders in
accordance with Section 9-115 of the Uniform Commercial Code, as in effect in
the State of New York, and all laws otherwise applicable to the perfection of
the pledge of such shares; and

         (b) The Agents and their counsel shall be satisfied that

                  (i) the Lien granted to the Administrative Agent, for the
         benefit of the Agents, the Issuers and the Lenders, in the collateral
         described in clause (a) is a first priority security interest; and

                  (ii) no Lien exists on any of the collateral described clause
         (a) other than the Lien created in favor of the Administrative Agent,
         for the benefit of the Agents, the Issuers and the Lenders, pursuant to
         the Act III Pledge Agreement.

         SUBPART 5.1.5. Affirmation and Consent. The Administrative Agent shall
have received an affirmation and consent (the "Affirmation and Consent")
executed by all each Subsidiary of the Borrower other than Act III and any
direct or indirect Subsidiary of Act III which executes and delivers a
supplement to the Guaranty pursuant to Subpart 5.1.2.

         SUBPART 5.1.6. Financial Delivery Requirements. The Administrative
Agent shall have received:

                  (a) financial statements or reconciliations prepared on a pro
         forma basis for the period of four consecutive Fiscal Quarters ending
         with the Fiscal Quarter then last ended for which financial statements
         and the Compliance Certificate relating thereto have been delivered to
         the Administrative Agent pursuant to Section 7.1.1 (assuming, for
         purposes of such pro forma calculation, that the Act III Acquisition
         had been consummated on the first day of such period) of the Existing
         Regal Cinemas Credit Agreement, and

                  (b) a certificate of the Borrower executed by its chief
         financial Authorized Officer demonstrating that the financial results
         reflected in such financial statements would comply with the
         requirements of Section 7.2.3 of the Existing Regal Cinemas Credit
         Agreement for the Fiscal Quarter in which the Act III Acquisition is to
         be made.

                                       -9-

<PAGE>   10




         SUBPART 5.1.7. Act III Acquisition; Evidence of Repayment of
Indebtedness. The Administrative Agent shall have received evidence that (x)
concurrently with the making of the Additional Term A Loans and the Additional
Term B Loans, that the Act III Acquisition shall have been consummated and (y)
the Indebtedness outstanding under the Subordinated Notes and the Act III Credit
Agreement shall have been repaid in full.

         SUBPART 5.1.8. Compliance with Warranties, etc. The representations and
warranties set forth in this First Amendment, in Article VI of the Existing
Regal Cinemas Credit Agreement and in the Loan Documents delivered pursuant
hereto shall be true and correct in all material respects as of the First
Amendment Effective Date with the same effect as if then made (unless stated to
relate solely to an earlier date, in which case such representations and
warranties shall be true and correct in all material respects as of such earlier
date), and no Default shall then have occurred and be continuing. The
Administrative Agent shall have received a certificate dated the First Amendment
Effective Date from a Responsible Officer of the Borrower to the foregoing
effect.

         SUBPART 5.2. Expiration. If the First Amendment Effective Date shall
not have occurred on or prior to August 26, 1998 the agreements of the parties
contained in this First Amendment shall terminate effective immediately on such
date and without any further action.


                                     PART VI

           PREPAYMENT AND TERMINATION OF THE ACT III CREDIT AGREEMENT
                       AND THE ACT III SUBORDINATED NOTES

         SUBPART 6.1. Notification of Prepayment and Termination. By its
signature below, Act III Cinemas, Inc., hereby notifies (a) The Bank of Nova
Scotia, as Administrative Agent under the Act III Credit Agreement, that (x)
pursuant to Section 2.2.1 of the Act III Credit Agreement, the Revolving Loan
Commitment Amount, the Swing Line Loan Commitment Amount and the Letter of
Credit Commitment Amount is permanently reduced to zero on the First Amendment
Effective Date and (y) pursuant to Section 3.1.1(a) of the Act III Credit
Agreement, the outstanding principal amount of Term A Loans, Term B Loans,
Revolving Loans and Swing Line Loans shall be prepaid in full on the First
Amendment Effective Date, together with interest accrued thereon to, but
excluding the First Amendment Effective Date and (b) KKR 1996 Fund L.P. and
Regal Equity Partners, L.P., as holders of the Subordinated Notes in an
aggregate principal amount of $150,000,000 that such Subordinated Notes shall be
prepaid in full on the First Amendment Effective Date, together with interest
accrued thereon to, but excluding the First Amendment Effective Date. On the
First Amendment Effective Date, all Loans (as defined in the Act III Credit
Agreement) outstanding under the Act III Credit Agreement shall be repaid with
borrowings under the Amended Credit Agreement (and the advance by the Borrower
of the proceeds of such borrowing to Act III Cinemas, Inc. for such purpose
shall, on the date hereof, be evidenced by an intercompany note by Act III
Cinemas, Inc. to the Borrower) and all Commitments (as defined in the Act III
Credit

                                      -10-

<PAGE>   11




Agreement) under the Act III Credit Agreement shall be permanently reduced to
zero and terminated.


                                    PART VII

                            MISCELLANEOUS PROVISIONS

         SUBPART 7.1. Cross-References. References in this First Amendment to
any Subpart are, unless otherwise specified, to such Subpart of this First
Amendment.

         SUBPART 7.2. Loan Document Pursuant to Existing Regal Cinemas Credit
Agreement. This First Amendment is a Loan Document executed pursuant to the
Existing Regal Cinemas Credit Agreement and shall be construed, administered and
applied in accordance with the provisions of the Amended Credit Agreement,
including Article X thereof.

         SUBPART 7.3. Successors and Assigns. This First Amendment shall be
binding upon and inure to the benefit of the parties hereto and their respective
successors and assigns.

         SUBPART 7.4. Full Force and Effect. Except as expressly amended hereby,
all of the representations, warranties, terms, covenants, conditions and other
provisions of the Existing Regal Cinemas Credit Agreement and the Loan Documents
shall remain unamended and shall continue to be, and shall remain, in full force
and effect in accordance with their respective terms. The amendments set forth
herein shall be limited precisely as provided for herein to the provisions
expressly amended herein and shall not be deemed to be an amendment to consent
to or modification of any other term or provision of the Existing Regal Cinemas
Credit Agreement, any other Loan Document referred to therein or herein or of
any transaction or further or future action on the part of the Borrower which
would require the consent of the Lenders under the Existing Regal Cinemas Credit
Agreement or any of the Loan Documents.

         SUBPART 7.5.  Governing Law.  THIS FIRST AMENDMENT SHALL BE
GOVERNED BY, AND CONSTRUED AND INTERPRETED IN ACCORDANCE WITH, THE INTERNAL LAWS
OF THE STATE OF NEW YORK.

         SUBPART 7.6. Payment of Fees and Expenses. The Borrower hereby agrees
to pay and reimburse the Administrative Agent for all its reasonable and
documented fees and expenses incurred in connection with the negotiation,
preparation, execution and delivery of this First Amendment and related
documents, including all reasonable itemized fees and out of pocket expenses of
a single primary counsel to the Administrative Agent.

         SUBPART 7.7. Execution in Counterparts. This First Amendment may be
executed in any number of counterparts by the parties hereto, each of which
counterparts when so executed shall be an original, but all the counterparts
shall together constitute one and the same agreement.

                                      -11-

<PAGE>   12




         IN WITNESS WHEREOF, the parties hereto have caused this First Amendment
to be executed by their respective officers hereunto duly authorized as of the
day and year first above written.

                               REGAL CINEMAS, INC.



                               By    /s/ MICHAEL L. CAMPBELL
                                 -----------------------------------------
                                 Title: Chief Executive Officer

                               THE BANK OF NOVA SCOTIA, as 
                                 Administrative Agent, Swing Line Lender and
                                 Issuer under the Existing Regal Cinemas Credit
                                 Agreement

                               By   /s/ ERIC M. KNIGHT
                                 -----------------------------------------
                                 Title: Senior Relationship Manager


Additional Term A Loans:       THE BANK OF NOVA SCOTIA, as an Act
$51,855,319.15                 III/Regal Cinemas Lender
Additional Term B Loans:
$88,791,372.54                 By   /s/ ERIC M. KNIGHT
Revolving Loan Commitment        -----------------------------------------
Amount Percentage: 14.24894%     Title: Senior Relationship Manager

                               BANCAMERICA ROBERTSON STEPHENS, as
                               Syndication Agent under the Existing Regal
                               Cinemas Credit Agreement


   
                               By   /s/ ANDREA KATTER
                                 -----------------------------------------
                                 Title:  Managing Director
    



                                      -12-

<PAGE>   13
   




Additional Term A Loans:       BANK OF AMERICA NATIONAL TRUST &
$54,893,617.02                 SAVINGS ASSOCIATION, as an Act III/Regal
Additional Term B Loans:       Cinemas Lender
$94,791,372.55                 BY   /s/ ANDREA KATTER
Revolving Loan Commitment        -----------------------------------------
Amount Percentage: 16.02128%     Title: Managing Director

                               THE CHASE MANHATTAN BANK, as
                               Documentation Agent under the Existing Regal
                               Cinemas Credit Agreement


                               By   /s/ WILLIAM J. CAGGIANO
                                 -----------------------------------------
                                 Title: Managing Director


Additional Term A Loans:       THE CHASE MANHATTAN BANK, as an Act
$27,855,319.15                 III/Regal Cinemas Lender
Additional Term B Loans:
$43,500,000.00                 By   /s/ WILLIAM J. CAGGIANO
Revolving Loan Commitment        -----------------------------------------
Amount Percentage: 8.24894%      Title: Managing Director


                                 ACT III CINEMAS, INC.


                                 By   /s/ W.S. AMAN
                                   ---------------------------------------
                                   Title: President

Acknowledged and Agreed:

THE BANK OF NOVA SCOTIA, as
Administrative Agent, Swing Line Lender and
Issuer under the Act III Credit Agreement


By   /s/ ERIC M. KNIGHT
  -------------------------------------------
  Title: Senior Relationship Manager
    

                                      -13-

<PAGE>   14




                                                                      Schedule I

Act III Credit Agreement

Revolving Loans:  $39,844,950.00


Swing Line Loans:  none


Letters of Credit:  none

                                      -14-