EXHIBIT 2.1 AGREEMENT AND PLAN OF MERGER dated as of January 19, 1998Merger Agreement • January 20th, 1998 • Regal Cinemas Inc • Services-motion picture theaters • Delaware
andIndenture • December 30th, 1998 • Regal Cinemas Inc • Services-motion picture theaters • New York
ARTICLE I DEFINITIONSNon-Qualified Stock Option Agreement • May 18th, 1998 • Regal Cinemas Inc • Services-motion picture theaters • New York
EXECUTION COPYMerger Agreement • September 4th, 1998 • Regal Cinemas Inc • Services-motion picture theaters • Delaware
THIRD AMENDMENT THIS THIRD AMENDMENT, dated as of March 3, 1999 (this "Third Amendment"), among REGAL CINEMAS, INC., a Tennessee corporation (the "Borrower"), the various financial institutions identified on the signature pages hereto and party to the...Credit Agreement • March 29th, 2000 • Regal Cinemas Inc • Services-motion picture theaters • New York
RECITALS:Stockholders Agreement • September 28th, 1998 • Regal Cinemas Inc • Services-motion picture theaters • New York
3 4 the Borrower to retire in full the PNC Tender Facility; provided, the aggregate principal amount of the Cobb Senior Notes and the PNC Tender Facility outstanding at any one time shall not exceed $100,000,000.00 without the written consent of the...Loan Agreement • August 14th, 1997 • Regal Cinemas Inc • Services-motion picture theaters • Kentucky
1 Exhibit 10.3 SETTLEMENT AGREEMENT AND GENERAL RELEASE dated as of September 30, 1998 WHEREAS, LEWIS FRAZER ("Mr. Frazer") and REGAL CINEMAS, INC. (the "Company") desire to enter into an agreement regarding Mr. Frazer's termination of his employment...Settlement Agreement • March 31st, 1999 • Regal Cinemas Inc • Services-motion picture theaters • Delaware
amongCredit Agreement • August 10th, 1998 • Regal Cinemas Inc • Services-motion picture theaters • New York
SECTION 1 DEFINITIONSLoan Agreement • November 12th, 1997 • Regal Cinemas Inc • Services-motion picture theaters
1 Exhibit 4.6 REGISTRATION RIGHTS AGREEMENT REGISTRATION RIGHTS AGREEMENT dated as of July 31, 1997 by and between Regal Cinemas, Inc. (the "Company") and Cobb Theatres, L.L.C. ("Cobb Theatres"), each of the former affiliate holders of membership...Registration Rights Agreement • November 12th, 1997 • Regal Cinemas Inc • Services-motion picture theaters • Tennessee
REGAL CINEMAS, INC. ISSUER, AND IBJ SCHRODER BANK & TRUST COMPANY, TRUSTEE INDENTUREIndenture • November 12th, 1997 • Regal Cinemas Inc • Services-motion picture theaters • New York
SECOND AMENDMENTCredit Agreement • January 13th, 1999 • Regal Cinemas Inc • Services-motion picture theaters • New York
1 ----------------------------------------------------------------------------- --- --------------------------------------------------------------------------- ----- SECURITIES AND EXCHANGE COMMISSION Washington, D. C. 20549 ------------------------...Trust Indenture • September 28th, 1998 • Regal Cinemas Inc • Services-motion picture theaters
EXHIBIT 10.19 REGISTRATION RIGHTS AGREEMENT Dated December 16, 1998Registration Rights Agreement • December 30th, 1998 • Regal Cinemas Inc • Services-motion picture theaters • New York
1 EXHIBIT 10.2 EMPLOYMENT AGREEMENTEmployment Agreement • August 10th, 1998 • Regal Cinemas Inc • Services-motion picture theaters • New York
1 Exhibit 4.5 EXCHANGE AND REGISTRATION RIGHTS AGREEMENT EXCHANGE AND REGISTRATION RIGHTS AGREEMENT, dated as of September 24, 1997, among Regal Cinemas, Inc., a Tennessee corporation (the "Company"), Goldman, Sachs & Co. and Lehman Brothers Inc., as...Exchange and Registration Rights Agreement • November 12th, 1997 • Regal Cinemas Inc • Services-motion picture theaters • New York
andIndenture • August 10th, 1998 • Regal Cinemas Inc • Services-motion picture theaters • New York
RECITALSRegistration Rights Agreement • May 18th, 1998 • Regal Cinemas Inc • Services-motion picture theaters • New York
EXHIBIT 10 SIXTH AMENDMENT TO SECOND AMENDED AND RESTATED LOAN AGREEMENT THIS SIXTH AMENDMENT TO SECOND AMENDED AND RESTATED LOAN AGREEMENT (the "Sixth Amendment"), is made and entered into as of the 30th day of September, 1996, by and among (i) REGAL...Loan Agreement • November 5th, 1996 • Regal Cinemas Inc • Services-motion picture theaters
10 5/8% SENIOR SECURED NOTES DUE 2003Fourth Supplemental Indenture • November 12th, 1997 • Regal Cinemas Inc • Services-motion picture theaters • New York
betweenRegistration Rights Agreement • December 30th, 1998 • Regal Cinemas Inc • Services-motion picture theaters • New York
a) The Final Memorandum in the form provided by the Company to the Placement Agent to confirm sales and on the Closing Date (as defined in Section 4), will not contain any untrue statement of a material fact or omit to state a material fact necessary...Placement Agreement • December 30th, 1998 • Regal Cinemas Inc • Services-motion picture theaters • New York
FIRST AMENDMENTCredit Agreement • October 14th, 1998 • Regal Cinemas Inc • Services-motion picture theaters • New York
AGREEMENT AND WAIVERMerger Agreement • August 14th, 1997 • Regal Cinemas Inc • Services-motion picture theaters
1 ----------------------------------------------------------------------------- --- --------------------------------------------------------------------------- ----- SECURITIES AND EXCHANGE COMMISSION Washington, D. C. 20549 ------------------------...Trust Indenture Act Eligibility Statement • December 30th, 1998 • Regal Cinemas Inc • Services-motion picture theaters
RECITALSEmployment Agreement • August 10th, 1998 • Regal Cinemas Inc • Services-motion picture theaters • New York
1 EXHIBIT 4.7 FORM OF MANAGEMENT STOCKHOLDER'S AGREEMENT This Management Stockholder's Agreement (this "Agreement") is entered into as of the date set forth on the signature page hereof between Regal Cinemas, Inc., a Tennessee corporation (the...Management Stockholder's Agreement • May 18th, 1998 • Regal Cinemas Inc • Services-motion picture theaters • New York
RECITALS:Stockholders' and Registration Rights Agreement • September 28th, 1998 • Regal Cinemas Inc • Services-motion picture theaters • New York
1 EXHIBIT 4.9 FORM OF SALE PARTICIPATION AGREEMENTSale Participation Agreement • May 18th, 1998 • Regal Cinemas Inc • Services-motion picture theaters • New York
