REGAL ENTERTAINMENT GROUP 33/4% Convertible Senior Notes due 2008 REGISTRATION RIGHTS AGREEMENTRegistration Rights Agreement • August 11th, 2003 • Regal Entertainment Group • Services-motion picture theaters • New York
Regal Entertainment Group, a Delaware corporation (the "Issuer"), proposes to issue and sell to Credit Suisse First Boston LLC (the "Initial Purchaser"), upon the terms set forth in a purchase agreement dated as of May 21, 2003 (the "Purchase Agreement"), $200,000,000 aggregate principal amount (plus up to an additional $40,000,000 principal amount) of its 33/4% Convertible Senior Notes due 2008 (the "Initial Securities"). The Initial Securities will be convertible into shares of Class A common stock, par value $0.001 per share, of the Company (the "Common Stock") at the conversion price set forth in the Offering Circular dated May 21, 2003. The Initial Securities will be issued pursuant to an Indenture, dated as of May 28, 2003 (the "Indenture"), among the Issuer and U.S. Bank, National Association, as trustee (the "Trustee"). As an inducement to the Initial Purchaser to enter into the Purchase Agreement, the Company agrees with the Initial Purchaser, for the benefit of (i) the Initia
SECOND AMENDED AND RESTATED CREDIT AGREEMENT among REGAL CINEMAS CORPORATION, as a Borrower, REGAL CINEMAS, INC., as a Borrower, The Several Lenders from Time to Time Parties Hereto, LEHMAN COMMERCIAL PAPER INC., as Administrative Agent, CREDIT SUISSE...Credit Agreement • August 11th, 2003 • Regal Entertainment Group • Services-motion picture theaters • New York
THIS SECOND AMENDED AND RESTATED CREDIT AGREEMENT, dated as of June 6, 2003, among REGAL CINEMAS CORPORATION, a Delaware corporation ("Holdings"), REGAL CINEMAS, INC., a Tennessee corporation ("Regal" and, together with Holdings, the "Borrowers"), the several banks and other financial institutions or entities from time to time parties to this Agreement (the "Lenders"), LEHMAN BROTHERS INC., as joint advisor, joint lead arranger and joint book manager of the Revolving Credit Facility and the Tranche C Term Loan Facility, and CREDIT SUISSE FIRST BOSTON, as joint advisor, joint lead arranger and joint book manager of the Revolving Credit Facility and the Tranche C Term Loan Facility and as sole advisor, sole lead arranger and sole book manager of the Tranche D Term Loan Facility (Lehman Brothers Inc. and Credit Suisse First Boston, collectively, in such capacities, the "Arrangers"), CREDIT SUISSE FIRST BOSTON, as syndication agent (in such capacity, the "Syndication Agent"), GENERAL ELECT
FIFTH SUPPLEMENTAL INDENTUREFifth Supplemental Indenture • August 11th, 2003 • Regal Entertainment Group • Services-motion picture theaters • New York
Fifth Supplemental Indenture (this "Supplemental Indenture"), dated as of June 6, 2003, among CineMedia Software, Inc., a Delaware corporation, and United Artists Theatre Group, a Delaware corporation (the "Guaranteeing Subsidiaries"), each an indirect subsidiary of Regal Cinemas Corporation (or its permitted successor), a Delaware corporation (the "Company"), the Company and U.S. Bank National Association, as trustee under the Indenture referred to below (the "Trustee").
FIRST AMENDMENT TO AMENDED AND RESTATED CREDIT AGREEMENTCredit Agreement • August 11th, 2003 • Regal Entertainment Group • Services-motion picture theaters • New York
This FIRST AMENDMENT TO AMENDED AND RESTATED CREDIT AGREEMENT (this "Amendment"), dated as of May 21, 2003, is among REGAL CINEMAS CORPORATION, a Delaware corporation ("Holdings"), REGAL CINEMAS, INC., a Tennessee corporation ("Regal" and, together with Holdings, the "Borrowers"), the Lenders party hereto, and LEHMAN COMMERCIAL PAPER INC., as administrative agent for the Lenders (in such capacity, "Administrative Agent").
