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
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
REGAL CINEMAS CORPORATION AND U.S. BANK NATIONAL ASSOCIATION AS TRUSTEE 8.625% SENIOR NOTES DUE 2019 INDENTURE DATED AS OF JULY 15, 2009Indenture • July 15th, 2009 • Regal Entertainment Group • Services-motion picture theaters • New York
INDENTURE dated as of July 15, 2009, among REGAL CINEMAS CORPORATION, a Delaware corporation (the “Company”), the Guarantors party hereto from time to time and U.S. Bank National Association, as Trustee (the “Trustee”). Certain capitalized terms used herein have the respective meanings set forth in Article I hereof.
