FORM OF UNDERWRITING AGREEMENT $[250,000,000] REGAL CINEMAS CORPORATION 8.625% Senior Notes Due 2019 UNDERWRITING AGREEMENTUnderwriting Agreement • May 5th, 2010 • Regal Cinemas II, LLC • Services-motion picture theaters • Texas
CREDIT SUISSE SECURITIES (USA) LLC ("Credit Suisse") BARCLAYS CAPITAL INC. BANC OF AMERICA SECURITIES LLC DEUTSCHE BANK SECURITIES INC., As Representatives of the Several Underwriters, c/o Credit Suisse Securities (USA) LLC, Eleven Madison Avenue, New York, N.Y. 10010-3629
FORM OF FIRST SUPPLEMENTAL INDENTURERegal Cinemas II, LLC • May 5th, 2010 • Services-motion picture theaters • New York
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.
