Exhibit 10.2
Opening Transaction
To:
Regal Entertainment Group
A/C:
YHGHR0
From:
Credit Suisse Capital LLC
Eleven Madison Avenue
New York, NY 10010
Re:
Convertible Bond Hedge Transaction
Ref. No:
53380038
Date:
March 5, 2008
Dear Sir(s):
The purpose of this communication (this "Confirmation") is to set forth the
terms and conditions of the above-referenced transaction entered into on the
Trade Date specified below (the "Transaction") between Credit Suisse Capital LLC
("Dealer"), represented by Credit Suisse Securities (USA) LLC ("Agent") as its
agent, and Regal Entertainment Group ("Counterparty").
This communication
constitutes a "Confirmation" as referred to in the ISDA Master Agreement
specified below.
1.
THIS CONFIRMATION IS SUBJECT TO, AND INCORPORATES, THE DEFINITIONS AND
PROVISIONS OF THE 2000 ISDA DEFINITIONS (INCLUDING THE ANNEX THERETO) (THE "2000
DEFINITIONS") AND THE DEFINITIONS AND PROVISIONS OF THE 2002 ISDA EQUITY
DERIVATIVES DEFINITIONS (THE "EQUITY DEFINITIONS", AND TOGETHER WITH THE 2000
DEFINITIONS, THE "DEFINITIONS"), IN EACH CASE AS PUBLISHED BY THE INTERNATIONAL
SWAPS AND DERIVATIVES ASSOCIATION, INC. ("ISDA").
IN THE EVENT OF ANY
INCONSISTENCY BETWEEN THE 2000 DEFINITIONS AND THE EQUITY DEFINITIONS, THE
EQUITY DEFINITIONS WILL GOVERN.
CERTAIN DEFINED TERMS USED HEREIN HAVE THE
MEANINGS ASSIGNED TO THEM IN THE INDENTURE TO BE DATED AS OF MARCH 10, 2008
BETWEEN COUNTERPARTY AND U.S. BANK, NATIONAL ASSOCIATION, AS TRUSTEE (THE
"INDENTURE") RELATING TO THE USD190,000,000 PRINCIPAL AMOUNT OF
6.25%
CONVERTIBLE SENIOR NOTES DUE 2011 (THE "CONVERTIBLE NOTES").
IN THE EVENT OF
ANY INCONSISTENCY BETWEEN THE TERMS DEFINED IN THE INDENTURE AND THIS
CONFIRMATION, THIS CONFIRMATION SHALL GOVERN.
FOR THE AVOIDANCE OF DOUBT,
(I) THE TRANSACTION SHALL BE THE ONLY TRANSACTION UNDER THE AGREEMENT AND
(II) REFERENCES HEREIN TO SECTIONS OF THE INDENTURE ARE BASED ON THE DRAFT OF
THE INDENTURE MOST RECENTLY REVIEWED BY THE PARTIES AT THE TIME OF EXECUTION OF
THIS CONFIRMATION.
IF ANY RELEVANT SECTIONS OF THE INDENTURE ARE CHANGED, ADDED
OR RENUMBERED BETWEEN THE EXECUTION OF THIS CONFIRMATION AND THE EXECUTION OF
THE INDENTURE, THE PARTIES WILL AMEND THIS CONFIRMATION IN GOOD FAITH TO
PRESERVE THE ECONOMIC INTENT OF THE PARTIES.
THE PARTIES FURTHER ACKNOWLEDGE
THAT REFERENCES TO THE INDENTURE HEREIN ARE REFERENCES TO THE INDENTURE AS IN
EFFECT ON THE DATE OF ITS EXECUTION AND IF THE INDENTURE IS AMENDED FOLLOWING
ITS EXECUTION, ANY SUCH AMENDMENT WILL BE DISREGARDED FOR PURPOSES OF THIS
CONFIRMATION UNLESS THE PARTIES AGREE OTHERWISE IN WRITING.
THE TRANSACTION IS
SUBJECT TO EARLY UNWIND IF THE CLOSING OF THE CONVERTIBLE NOTES IS NOT
CONSUMMATED FOR ANY REASON, AS SET FORTH BELOW IN SECTION 8(J).
Each party is hereby advised, and each such party acknowledges, that the other
party has engaged in, or refrained from engaging in, substantial financial
transactions and has taken other material actions in reliance upon the parties'
entry into the Transaction to which this Confirmation relates on the terms and
conditions set forth below.
This Confirmation evidences a complete and binding agreement between Dealer and
Counterparty as to the terms of the Transaction to which this Confirmation
relates.
This Confirmation shall be subject