REGAL CINEMAS CORPORATION REGISTRATION RIGHTS AGREEMENTRegistration Rights Agreement • July 15th, 2009 • Regal Entertainment Group • Services-motion picture theaters • New York
Regal Cinemas Corporation, a Delaware corporation (the “Issuer”), proposes to issue and sell to Credit Suisse Securities (USA) LLC, Deutsche Bank Securities Inc., J.P. Morgan Securities Inc., Banc of America Securities LLC and Barclays Capital Inc. (collectively, the “Initial Purchasers”), upon the terms set forth in a purchase agreement, dated as of July , 2009 (the “Purchase Agreement”), $ 400.0 million aggregate principal amount of its 8.625% Senior Notes due 2019 (the “Initial Securities”) to be fully and unconditionally, jointly and severally, guaranteed (the “Guarantees”) by each of the Guarantors (as defined below) (the Guarantors, together with the Issuer, the “Company”). The Initial Securities will be issued pursuant to an Indenture, dated as of July 9, 2009 (the “Indenture”), among the Issuer, the guarantors named therein (the “Guarantors” and each a “Guarantor”) and U.S. Bank National Association, as Trustee (the “Trustee”). As an inducement to the Initial Purchasers to ente
INDEMNITY AGREEMENTIndemnity Agreement • March 2nd, 2009 • Regal Entertainment Group • Services-motion picture theaters • Delaware
This Indemnity Agreement, dated as of , 20 , is made by and between Regal Entertainment Group, a Delaware corporation (the "Company"), and (the "Indemnitee").
18,000,000] Regal Entertainment Group Class A Common Stock UNDERWRITING AGREEMENTRegal Entertainment Group • May 6th, 2002 • Services-motion picture theaters • New York
CREDIT SUISSE FIRST BOSTON CORPORATION LEHMAN BROTHERS INC. BEAR, STEARNS & CO. INC. SALOMON SMITH BARNEY INC., As Representatives of the Several Underwriters, c/o Credit Suisse First Boston Corporation, Eleven Madison Avenue, New York, N.Y. 10010-3629
SECOND AMENDED AND RESTATED EMPLOYMENT AGREEMENTEmployment Agreement • November 8th, 2017 • Regal Entertainment Group • Services-motion picture theaters • Tennessee
This SECOND AMENDED AND RESTATED EMPLOYMENT AGREEMENT (this "Agreement") is made as of November 7, 2017, by and between Regal Entertainment Group, a Delaware corporation (the "Company"), and Gregory W. Dunn ("Executive").
SECOND AMENDED AND RESTATED EMPLOYMENT AGREEMENTEmployment Agreement • November 8th, 2017 • Regal Entertainment Group • Services-motion picture theaters • Tennessee
This SECOND AMENDED AND RESTATED EMPLOYMENT AGREEMENT (this “Agreement”) is made as of November 7, 2017, by and between Regal Entertainment Group, a Delaware corporation (the “Company”), and Amy E. Miles (“Executive”).
SECOND AMENDMENT TO EXHIBITOR SERVICES AGREEMENTExhibitor Services Agreement • January 3rd, 2011 • Regal Entertainment Group • Services-motion picture theaters
This SECOND AMENDMENT TO EXHIBITOR SERVICES AGREEMENT (this “Amendment”), dated as of October 1, 2010, is between REGAL CINEMAS, INC., a Tennessee corporation (“FM”), and NATIONAL CINEMEDIA, LLC, a Delaware limited liability company (“LLC”).
THIRD 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 • November 10th, 2003 • Regal Entertainment Group • Services-motion picture theaters • New York
THIS THIRD AMENDED AND RESTATED CREDIT AGREEMENT, dated as of August 27, 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 CREDIT SUISSE FIRST BOSTON, acting through its Cayman Islands Branch, as joint advisor, joint lead arranger and joint book manager of the Revolving Credit 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, acting through its Cayman Islands Branch, as syndication agent (in such capacity, the "Syndication Agent"), G
SEVENTH AMENDED AND RESTATED CREDIT AGREEMENT dated as of April 2, 2015 among REGAL CINEMAS CORPORATION, as Borrower, VARIOUS LENDERS AND ISSUING BANKS, CREDIT SUISSE AG as Administrative Agent, and CREDIT SUISSE SECURITIES (USA) LLC, MORGAN STANLEY...Credit Agreement • April 7th, 2015 • Regal Entertainment Group • Services-motion picture theaters • New York
This SEVENTH AMENDED AND RESTATED CREDIT AGREEMENT, dated as of April 2, 2015 (as amended, restated, supplemented or otherwise modified from time to time, this “Agreement”), by and among REGAL CINEMAS CORPORATION, a Delaware corporation (“Borrower”), the Lenders and Issuing Banks (each as defined below) party hereto from time to time and CREDIT SUISSE AG (“CS”), as administrative agent (together with its permitted successors in such capacity, the “Administrative Agent”), amends and restates in full the Sixth Amended and Restated Credit Agreement, dated as of May 19, 2010 (as amended by the Permitted Secured Refinancing Agreement, dated as of February 23, 2011, the Second Amendment, dated as of April 19, 2013 and the Loan Modification Agreement, dated as of May 28, 2013 and as otherwise amended, restated, supplemented or otherwise modified from time to time to the date hereof, the “Sixth Restated Credit Agreement”), which Sixth Restated Credit Agreement amended and restated in full the
REGAL ENTERTAINMENT GROUP UNDERWRITING AGREEMENTUnderwriting Agreement • February 15th, 2011 • Regal Entertainment Group • Services-motion picture theaters • New York
400,000,000 REGAL CINEMAS CORPORATION 8.625% Senior Notes Due 2019 PURCHASE AGREEMENTPurchase Agreement • July 15th, 2009 • Regal Entertainment Group • Services-motion picture theaters • Texas
Certain portions of this agreement, for which confidential treatment has been requested, have been omitted and filed separately with the Securities and Exchange Commission. Sections of the agreement where portions have been omitted have been...Exhibitor Services Agreement • February 24th, 2014 • Regal Entertainment Group • Services-motion picture theaters • Delaware
THIS AMENDED AND RESTATED EXHIBITOR SERVICES AGREEMENT (this “Agreement”) is entered into as of December 26, 2013 (the “Restated Effective Date”) by and between National CineMedia, LLC, a Delaware limited liability company (“LLC”), and Regal Cinemas, Inc., a Tennessee corporation (“Regal,” and with LLC, each a “Party” and collectively, the “Parties”).
REGAL ENTERTAINMENT GROUP 33/4% Convertible Senior Notes due 2008 REGISTRATION RIGHTS AGREEMENTRegal Entertainment Group • August 11th, 2003 • 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
Regal Entertainment Group Class A Common Stock UNDERWRITING AGREEMENTUnderwriting Agreement • November 23rd, 2016 • Regal Entertainment Group • Services-motion picture theaters • New York
AGREEMENT AND PLAN OF MERGER by and among WTH HOLDINGS, L.L.C., as Stockholder Representative,Agreement and Plan of Merger • May 7th, 2013 • Regal Entertainment Group • Services-motion picture theaters • Delaware
REGAL ENTERTAINMENT GROUP AND WELLS FARGO BANK, NATIONAL ASSOCIATION AS TRUSTEE 9.125% SENIOR NOTES DUE 2018 INDENTURE DATED AS OF AUGUST 16, 2010Indenture • August 18th, 2010 • Regal Entertainment Group • Services-motion picture theaters • New York
INDENTURE dated as of August 16, 2010, between REGAL ENTERTAINMENT GROUP, a Delaware corporation (the “Company”), and Wells Fargo Bank, National Association, as Trustee (the “Trustee”). Certain capitalized terms used herein have the respective meanings set forth in Article I hereof.
REGAL ENTERTAINMENT GROUP UNDERWRITING AGREEMENTUnderwriting Agreement • February 26th, 2014 • Regal Entertainment Group • Services-motion picture theaters • New York
AMENDED AND RESTATED EMPLOYMENT AGREEMENTEmployment Agreement • November 8th, 2017 • Regal Entertainment Group • Services-motion picture theaters • Tennessee
This AMENDED AND RESTATED EMPLOYMENT AGREEMENT (this "Agreement") is made as of November 7, 2017, by and between Regal Entertainment Group, a Delaware corporation (the "Company"), and David H. Ownby ("Executive").
AMENDMENT TO EXHIBITOR SERVICES AGREEMENTExhibitor Services Agreement • March 2nd, 2009 • Regal Entertainment Group • Services-motion picture theaters
This AMENDMENT TO EXHIBITOR SERVICES AGREEMENT (this "Amendment"), dated as of November 5, 2008, is between REGAL CINEMAS, INC., a Tennessee corporation ("Regal"), and NATIONAL CINEMEDIA, LLC, a Delaware limited liability company ("LLC").
THIRD SUPPLEMENTAL INDENTURE Dated as of March 11, 2014 To INDENTURE Dated as of January 17, 2013Third Supplemental Indenture • March 11th, 2014 • Regal Entertainment Group • Services-motion picture theaters • New York
This THIRD SUPPLEMENTAL INDENTURE (this “Third Supplemental Indenture”), dated as of March 11, 2014, between REGAL ENTERTAINMENT GROUP, a Delaware corporation (the “Company”), and WILMINGTON TRUST, NATIONAL ASSOCIATION, a national banking association, duly organized and validly existing under the laws of the United States of America, as trustee (the “Trustee”).
FOURTH SUPPLEMENTAL INDENTURERegal Entertainment Group • May 12th, 2003 • Services-motion picture theaters • New York
Fourth Supplemental Indenture (this "Supplemental Indenture"), dated as of March 27, 2003, among Hoyts Cinemas Corporation, a Delaware corporation, Interstate Theatres Corporation, a Massachusetts corporation, Frederick Plaza Cinema, Inc., a Maryland corporation (each, a "Guaranteeing Subsidiary" and collectively, the "Guaranteeing Subsidiaries"), all of which are subsidiaries 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").
THIRD SUPPLEMENTAL INDENTURERegal Entertainment Group • March 26th, 2003 • Services-motion picture theaters • New York
Third Supplemental Indenture (this "Supplemental Indenture"), dated as of November 28, 2002, among Regal CineMedia Corporation (the "Guaranteeing Subsidiary"), a 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").
FIFTH SUPPLEMENTAL INDENTURERegal Entertainment Group • August 11th, 2003 • 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").
DIGITAL CINEMA IMPLEMENTATION PARTNERS, LLC AMENDED AND RESTATED LIMITED LIABILITY COMPANY OPERATING AGREEMENT DATED AS OF MARCH 10, 2010Limited Liability Company Operating Agreement • May 4th, 2010 • Regal Entertainment Group • Services-motion picture theaters • Delaware
This Amended and Restated Limited Liability Company Operating Agreement (this “Agreement”) of Digital Cinema Implementation Partners, LLC, a Delaware limited liability company (the “Company”), is made and entered into as of March 10, 2010, by and among each of the parties hereto.
JOINT FILING AGREEMENTJoint Filing Agreement • August 22nd, 2003 • Regal Entertainment Group • Services-motion picture theaters
The undersigned hereby agree that the Statement on Schedule 13D filed herewith (and any amendments thereto), is being filed jointly with the Securities and Exchange Commission pursuant to Rule 13d-1(k) (1) under the Securities Exchange Act of 1934, as amended, on behalf of each such person.
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").
REGAL ENTERTAINMENT GROUPPerformance Share Agreement • November 8th, 2017 • Regal Entertainment Group • Services-motion picture theaters
Regal Entertainment Group, a Delaware corporation (the “Company”), hereby grants performance shares relating to restricted shares of its class A common stock, $.001 par value (the “Common Stock”), to the Grantee named below, the shares of restricted stock subject thereto being subject to achieving the performance criteria and the vesting conditions set forth in the attached agreement (the “Agreement”). Additional terms and conditions of the grant are set forth in this cover sheet to the Agreement, in the Agreement, and in the Company's 2002 Stock Incentive Plan, as amended (the “Plan”).
SECOND SUPPLEMENTAL INDENTURESecond Supplemental Indenture • March 12th, 2014 • Regal Entertainment Group • Services-motion picture theaters • New York
Second Supplemental Indenture, dated as of March 11, 2014 (this “Supplemental Indenture”), among (i) Regal Cinemas Corporation (together with its successors and assigns, the “Company”), (ii) each existing Guarantor under the Indenture referred to below and (iii) U.S. Bank National Association, as Trustee under the Indenture referred to below.
STOCK PURCHASE AGREEMENT among REGAL ENTERTAINMENT GROUP, ("Buyer") HUSH HOLDINGS U.S. INC. ("Seller") and HOYTS CINEMAS CORPORATION ("Company") Dated as of February 3, 2003Stock Purchase Agreement • May 12th, 2003 • Regal Entertainment Group • Services-motion picture theaters • New York
THIS STOCK PURCHASE AGREEMENT ("Agreement"), dated as of February 3, 2003, among Regal Entertainment Group, a Delaware corporation ("Buyer"), HUSH Holdings U.S. Inc., a Delaware corporation ("Seller"), and Hoyts Cinemas Corporation, a Delaware corporation (the "Company").
SECOND AMENDED AND RESTATED GUARANTY AND COLLATERAL AGREEMENT dated as of May 19, 2010 among REGAL CINEMAS CORPORATION, as a Grantor and CERTAIN OF ITS SUBSIDIARIES, as Guarantors and Grantors in favor of CREDIT SUISSE AG, CAYMAN ISLANDS BRANCH, as...Guaranty and Collateral Agreement • May 20th, 2010 • Regal Entertainment Group • Services-motion picture theaters • New York
This SECOND AMENDED AND RESTATED GUARANTY AND COLLATERAL AGREEMENT, dated as of May 19, 2010 (as amended, restated, amended and restated, supplemented or otherwise modified from time to time, this “Agreement”), by and among REGAL CINEMAS CORPORATION, a Delaware corporation (“Borrower”), and certain of its Subsidiaries signatory hereto (Borrower, such Subsidiaries, and each other entity that may become a party hereto as provided herein, collectively, “Grantors”), in favor of CREDIT SUISSE AG, CAYMAN ISLANDS BRANCH (“Credit Suisse”), as Administrative Agent for the benefit of the Secured Parties (as defined below), amends and restates in full the Amended and Restated Guarantee and Collateral Agreement, dated as of May 10, 2004 (as amended, restated, amended and restated, supplemented or otherwise modified from time to time to the date hereof, the “Existing Guaranty and Collateral Agreement”).
AMENDED AND RESTATED STOCKHOLDERS' AGREEMENT AMONG REGAL ENTERTAINMENT GROUP AND THE STOCKHOLDERS IDENTIFIED HEREIN MAY 14, 2002Stockholders' Agreement • November 12th, 2002 • Regal Entertainment Group • Services-motion picture theaters • Delaware
THIS AMENDED AND RESTATED STOCKHOLDERS' AGREEMENT (this "Agreement"), dated May 14, 2002, by and among Regal Entertainment Group, a Delaware corporation (the "Company"), Anschutz Investment Fund, LP ("Anschutz"), ACE II LLC f/k/a Anschutz Investment Group LLC ("ACE"), Juniper Family Investments, LLC ("Juniper"), Lyndia K. Harvey as Trustee of the Lyndia K. Harvey Revocable Trust ("Harvey") and OCM Principal Opportunities Fund II, L.P. ("Oaktree" and together with Anschutz, ACE, Juniper and Harvey, the "Sponsor Stockholders"), and the other stockholders of the Company identified on Appendix I attached hereto as the "Non-Sponsor Stockholders." The Sponsor Stockholders and the Non-Sponsor Stockholders, together with other stockholders of the Company who may become parties hereto from time to time, are referred to herein collectively as the "Stockholders" and individually as a "Stockholder."
FIRST AMENDMENT TO ASSET PURCHASE AGREEMENTAsset Purchase Agreement • August 9th, 2005 • Regal Entertainment Group • Services-motion picture theaters
This First Amendment to Asset Purchase Agreement (the "Amendment"), effective as of July 18, 2005, is by and between Regal Cinemas, Inc., a Tennessee corporation ("Buyer"), and Eastern Federal Corporation, a North Carolina corporation ("Seller"). Each of Buyer and Seller are sometimes referred to herein as a "Party" and, collectively, as the "Parties." Capitalized terms used in this Amendment but not defined herein shall have the meaning given such terms in the Agreement (as defined below).
MERGER AGREEMENT by and among REGAL CINEMAS, INC. and RCI/RMS, LLC and SIGNATURE THEATRE INVESTORS, LLC Dated April 26, 2004Merger Agreement • August 10th, 2004 • Regal Entertainment Group • Services-motion picture theaters • Delaware
This Merger Agreement (this "Agreement") is entered into as of April 26, 2004, by and among Regal Cinemas, Inc., a Tennessee corporation ("Buyer"); RCI/RMS, LLC, a Delaware limited liability company and a wholly-owned Subsidiary of Buyer ("Merger Subsidiary"); and Signature Theatre Investors, LLC, a Delaware limited liability company ("Target"). Buyer, Merger Subsidiary and Target are referred to collectively herein as the "Parties."
REGAL ENTERTAINMENT GROUP 2002 STOCK INCENTIVE PLAN RESTRICTED STOCK AGREEMENTIncentive Plan Restricted Stock Agreement • February 14th, 2005 • Regal Entertainment Group • Services-motion picture theaters • Delaware
Regal Entertainment Group, a Delaware corporation (the "Company"), hereby grants its shares of class A common stock, $.001 par value, (the "Common Stock") to the Grantee named below, subject to the vesting conditions set forth in the attachment. Additional terms and conditions of the grant are set forth in this cover sheet, in the attachment, and in the Company's 2002 Stock Incentive Plan (the "Plan").
THIRD AMENDMENT TO FOURTH AMENDED AND RESTATED CREDIT AGREEMENTCredit Agreement • September 30th, 2005 • Regal Entertainment Group • Services-motion picture theaters • New York
This THIRD AMENDMENT TO FOURTH AMENDED AND RESTATED CREDIT AGREEMENT (this “Amendment”), dated as of September 26, 2005, is between REGAL CINEMAS CORPORATION, a Delaware corporation (“Borrower”), and CREDIT SUISSE, CAYMAN ISLANDS BRANCH (formerly known as CREDIT SUISSE FIRST BOSTON, acting through its Cayman Islands Branch), as administrative agent (in such capacity, “Administrative Agent”).
LOAN MODIFICATION AGREEMENTLoan Modification Agreement • May 28th, 2013 • Regal Entertainment Group • Services-motion picture theaters • New York
This LOAN MODIFICATION AGREEMENT (this “Agreement”), dated as of May 28, 2013, is entered into among REGAL CINEMAS CORPORATION, a Delaware corporation (the “Borrower”), the GUARANTORS (as defined in the Credit Agreement referred to below), REGAL ENTERTAINMENT HOLDINGS, INC., a Delaware corporation (“Holdings”), REGAL ENTERTAINMENT GROUP, a Delaware corporation (“Parent”), the REVOLVING LENDERS party hereto, and CREDIT SUISSE AG, CAYMAN ISLANDS BRANCH, as administrative agent (the “Administrative Agent”).
