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REGAL CINEMAS CORPORATION INDEX TO FINANCIAL STATEMENTS
TABLE OF CONTENTS

As Filed With The Securities And Exchange Commission on June 19, 2002

Registration No. 333-87930

SECURITIES AND EXCHANGE COMMISSION
WASHINGTON, D.C. 20549

AMENDMENT NO. 1
TO
FORM S-4

REGISTRATION STATEMENT
UNDER
THE SECURITIES ACT OF 1933

REGAL CINEMAS CORPORATION
(Exact name of registrant as specified in its charter)

Delaware	7832	62-1412720
(State or other jurisdiction of incorporation or organization)	(Primary Standard Industrial Classification Code Number)	(I.R.S. Employer Identification Number)

7132 Regal Lane
Knoxville, Tennessee 37918
(865) 922-1123
(Name, address, including zip code, and telephone number, including
area code, of registrant's principal executive offices)

Peter B. Brandow, Esq.
Executive Vice President and General Counsel
7132 Regal Lane
Knoxville, Tennessee 37918
(865) 922-1123
(Name, address, including zip code, and telephone number, including area code, of agent for service)

With copies to:

Christopher J. Walsh, Esq.
Whitney Holmes, Esq.
Hogan & Hartson L.L.P.
1200 Seventeenth Street, Suite 1500
Denver, Colorado 80202
(303) 899-7300

Approximate Date Of Commencement Of Proposed Sale To The Public: As soon as practicable after the effective date of this Registration Statement.

If the securities being registered on this Form are to be offered in connection with the formation of a holding company and there is compliance with General Instruction G, check the following box. o

If this form is filed to register additional securities for an offering pursuant to Rule 462(b) under the Securities Act, check the following box and list the Securities Act registration statement number of the earlier effective registration statement for the same offering. o

If this form is a post-effective amendment filed pursuant to Rule 462(d) under the Securities Act, check the following box and list the Securities Act registration statement number of the earlier effective registration statement for the same offering. o

CALCULATION OF REGISTRATION FEE

Title of Each Class of Securities to be Registered	Amount to be Registered	Proposed Maximum Offering Price Per Unit	Proposed Maximum Aggregate Offering Price	Amount of Registration Fee(1)
Series B 93/8% Senior Subordinated Notes Due 2012	$350,000,000	100%	$350,000,000	$32,200(2)
Guarantee of Series B 93/8% Senior Subordinated Notes	—	—	—	(3)

(1)

Estimated solely for purposes of calculating the registration fee pursuant to Rule 457(f)(2) under the Securities Act of 1933, as amended (the "Securities Act").

(2)

Previously paid.

(3)

Pursuant to Section 457(n) of the Securities Act, no separate registration fee for the guarantees is payable.

The Registrant hereby amends this Registration Statement on such date or dates as may be necessary to delay its effective date until the Registrant shall file a further amendment that specifically states that this Registration Statement shall thereafter become effective in accordance with Section 8(a) of the Securities Act of 1933 or until the Registration Statement shall become effective on such date as the Commission, acting pursuant to said Section 8(a), may determine.

TABLE OF ADDITIONAL REGISTRANTS

Exact Name of Registrant as Specified in its Charter(1)(2)	State or Other Jurisdiction of Incorporation or Organization	I.R.S. Employer Identification Number
Regal Cinemas, Inc.	Tennessee	62-1412720
R.C. Cobb, Inc.	Alabama	63-0376608
Cobb Finance Corp.	Alabama	63-1161888
Regal Investment Company	Delaware	52-2032807
Act III Cinemas, Inc.	Delaware	95-4211934
Act III Theatres, Inc.	Delaware	95-4211629
A 3 Theatres of Texas, Inc.	Delaware	95-4211888
A 3 Theatres of San Antonio, Ltd.	Texas	74-2445508
General American Theatres, Inc.	Oregon	93-0577255
Broadway Cinema, Inc.	Oregon	93-0584589
TEMT Alaska, Inc.	Alaska	93-0867246
J.R. Cinemas, Inc.	Oregon	93-0843219
Eastgate Theatre, Inc.	Oregon	93-0557513
Regal Cinemas Holdings, Inc.	Delaware	62-1843011
Regal Cinemas Group, Inc.	Delaware	62-1845601
Act III Inner Loop Theatres, Inc.	Delaware	95-4211889
Edwards Theatres, Inc.	Delaware	33-0976218
Florence Theatre Corporation	California	95-2126645
Morgan Edwards Theatre Corporation	California	95-1428806
United Cinema Corporation	California	95-6051738

(1)

The primary standard industrial classification code number for each registrant is 7832.

(2)

The address, including zip code, and telephone number, including area code, of each registrant's principal executive offices is 7132 Regal Lane, Knoxville, Tennessee 37918, (865) 922-1123.

The information in this prospectus is not complete and may be changed. We may not sell these securities until the registration statement filed with the Securities and Exchange Commission is effective. This prospectus is not an offer to sell these securities and we are not soliciting an offer to buy these securities in any state where the offer is not permitted.

SUBJECT TO COMPLETION, DATED JUNE 19, 2002

PROSPECTUS
$350,000,000
REGAL CINEMAS CORPORATION
OFFER TO EXCHANGE ALL OF THE OUTSTANDING
$350,000,000 SERIES A 9³/8% SENIOR SUBORDINATED NOTES DUE 2012
FOR
$350,000,000 SERIES B 9³/8% SENIOR SUBORDINATED NOTES DUE 2012
THAT HAVE BEEN REGISTERED UNDER THE SECURITIES ACT OF 1933

        We are offering to exchange all of our outstanding Series A 9³/8% senior subordinated notes due 2012, which we refer to as the old notes, for our registered Series B 9³/8% senior subordinated notes due 2012, which we refer to as the exchange notes. We refer to the old notes and the exchange notes collectively as the notes. The terms of the exchange notes are substantially identical to the terms of the old notes to be exchanged, except that the exchange notes have been registered under the Securities Act of 1933, as amended, which we refer to as the Securities Act, and will not bear any legend restricting their transfer.

Material Terms of the Exchange Offer

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The exchange offer will expire at 5:00 p.m., New York City time, on                        2002, unless extended.

•

All old notes that are validly tendered and not validly withdrawn will be exchanged.

•

You may withdraw tenders of old notes at any time prior to the expiration of the exchange offer.

•

If you fail to tender your old notes, you will continue to hold unregistered notes that you will not be able to transfer freely.

•

There is no established trading market for the exchange notes or the old notes. We do not intend to list the exchange notes on any securities exchange, and therefore no active public market is anticipated.

•

We will not receive any cash proceeds from the exchange offer.

        Participating in this exchange offer involves risks. See "Risk Factors" beginning on page 18.

        Each broker-dealer that receives exchange notes for its own account pursuant to the exchange offer must acknowledge that it will deliver a prospectus in connection with any resale of such exchange notes. The letter of transmittal states that by so acknowledging and by delivering a prospectus, a broker-dealer will not be deemed to admit that it is an "underwriter" within the meaning of the Securities Act. This prospectus, as it may be amended or supplemented from time to time, may be used by a broker-dealer in connection with resales of exchange notes received in exchange for old notes where such old notes were acquired by that broker-dealer as a result of market-making activities or other trading activities. We have agreed that, for a period of 180 days after the expiration date of the exchange offer, we will make copies of this prospectus available to any broker-dealer for use in connection with any such resale. See "Plan of Distribution."

We are not making this exchange offer in any state or jurisdiction where it is not permitted.

Neither the Securities and Exchange Commission nor any state securities commission has approved or disapproved of these securities or determined if this prospectus is truthful or complete. Any representation to the contrary is a criminal offense.

The date of this prospectus is                        , 2002

TABLE OF CONTENTS

You should rely only on the information contained in this document or to which we have referred you. We have not authorized anyone to provide you with information that is different. This document may only be used where it is legal to sell these securities. The information in this document may only be accurate on the date of this document.

MARKET INFORMATION

        Information regarding market share, market position and industry data pertaining to our business contained in this prospectus consists of estimates based on data and reports compiled by industry professional organizations (including the Motion Picture Association of America, or MPAA, and the National Association of Theatre Owners, or NATO) and analysts, and our knowledge of our revenues and markets.

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        DEALER PROSPECTUS DELIVERY OBLIGATION. Until                        , 2002, all dealers that effect transactions in these securities, whether or not participating in this offering, may be required to deliver a prospectus. This is in addition to the dealers' obligation to deliver a prospectus when acting as underwriters and with respect to their unsold allotments or subscriptions.

PROSPECTUS SUMMARY

The following summary should be read in conjunction with, and is qualified in its entirety by, the more detailed information and financial statements (including the accompanying notes) appearing elsewhere in this prospectus. Unless the context otherwise requires, "the Company," "we," "us," "our" and "ourselves" refer to Regal Cinemas Corporation and its subsidiaries, including Regal Cinemas, Inc., on a consolidated basis, which includes Edwards Theatres, Inc. as of April 17, 2002. Unless the context otherwise requires, the statistical information set forth herein is as of December 27, 2001, and "Regal Cinemas," refers to Regal Cinemas, Inc. and its subsidiaries on a consolidated basis. Unless the context otherwise requires, "Edwards Theatres" refers to Edwards Theatres, Inc. and its subsidiaries on a consolidated basis.

Overview

        We are a leading motion picture exhibitor and operate the largest theatre circuit in the United States based on number of screens. As of December 27, 2001, our national, geographically diverse circuit consisted of 3,662 screens in 304 theatres in 31 states. After investing over $1.0 billion in capital expenditures since 1997, we believe that we have one of the most modern theatre circuits among major exhibitors of motion pictures. Since 1997, 55% of our screens have been built and 16% have been upgraded. Furthermore, 71% of our screens are located in theatres that feature stadium seating and digital sound. We believe that each of these measures is among the highest for major exhibitors of motion pictures. In addition, 82% of our screens are located in theatres with 10 or more screens, and our theatres have an average of 12 screens per location, which is well above an average of 5.5 screens per location for the North American motion picture exhibition industry overall.

        We completed a reorganization in January 2002 that has enabled us to improve our asset base, profitability, operating flexibility and balance sheet. At the time of our emergence from bankruptcy, our reorganization value was estimated to be $1,350 million. Since July 2000, we have conducted an extensive review of our theatre portfolio and closed 128 under-performing theatres representing 942 screens. In addition, we have renegotiated leases at over 50 of our continuing theatres and, as a result, we have obtained rent reductions or lease termination rights at them. The rent reductions will enable us to improve our profitability as we begin to realize their substantial benefits in 2002. The lease termination rights will provide us with additional operating flexibility to close theatres in locations in which competitive building may occur. If all of our rent reductions had been in effect throughout fiscal 2001, all of our theatres would have generated positive theatre-level cash flow for that year.

        We have been able to generate EBITDA margins that are consistently among the highest of major reporting exhibitors of motion pictures. From 1995 to 2000 and on a pro forma combined basis for the year ended December 27, 2001, we generated the highest EBITDA margins among major reporting exhibitors of motion pictures. For the year ended December 27, 2001, on a pro forma combined basis, we generated total revenues, EBITDA and EBITDA margin of $1,456.3 million, $275.5 million and 18.9%, respectively. For the quarter ended March 28, 2002, on a pro forma combined basis, we generated total revenues, EBITDA and EBITDA margin of $398.4 million, $95.9 million and 24.1%, respectively.

Our Industry

        Overview.    The domestic motion picture exhibition industry has historically maintained steady growth in revenues and attendance. Since 1965, total box office revenues have grown at a compound annual growth rate of approximately 6%, and annual attendance has grown to approximately 1.5 billion attendees. The industry has been relatively unaffected by downturns in the economic cycle, with total box office revenues and attendance growing in three of the last five recessions. In 2001, total box office revenues increased for the tenth consecutive year, rising approximately 10% to $8.4 billion, and attendance grew approximately 5% to 1.5 billion attendees

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        Recent History.    During the past few years, the domestic motion picture exhibition industry underwent a period of extraordinary new theatre construction and re-screening of older theatres. From 1996 to 1999, the number of screens increased at a compound annual growth rate of approximately 8%, which was more than double the industry's screen growth rate of approximately 3.5% from 1965 to 1995. The aggressive building strategies undertaken by exhibitors resulted in intensified competition in once stable markets and rendered many older theatres obsolete more rapidly than anticipated. This effect, together with the fact that many older theatres were under long-term, non-cancelable leases, created an oversupply of screens, which caused both attendance per screen and revenue per screen to decline. Most major exhibitors used extensive debt financing to fund their expansion efforts and experienced significant financial challenges in 1999 and 2000.

        In 2000 and 2001, substantially all of the major exhibitors of motion pictures reduced their expansion plans and implemented screen rationalization plans to close under-performing theatres. During this period, the number of screens declined by approximately 1,800. This screen count rationalization has benefited exhibitors as patrons of closed theatres have migrated to remaining theatres, thereby increasing industry-wide attendance per screen and operating efficiencies.

        The recent industry expansion was primarily driven by major exhibitors upgrading their asset bases to an attractive megaplex format that typically included 10 or more screens per theatre and adding enhanced features such as stadium seating, improved projection quality and superior sound systems. From 1996 to 1999, the five largest motion picture exhibitors spent over $4.1 billion on capital expenditures to expand and upgrade their theatre circuits. As a result of the extensive capital investment over the last several years, we believe the capital expenditures needed to maintain these modern theatres will be modest.

        We believe that another evolution of theatre formats beyond the current megaplex is unlikely to occur in the foreseeable future. We believe theatres larger than the current 10 to 18 screen megaplex are not able to generate attractive returns in most locations because of the substantial market suitability requirements to generate a level of profitability similar to the current megaplex format. In addition, for the foreseeable future we do not believe that additional major amenities will be required to meaningfully enhance the moviegoing experience. Consequently, we believe major exhibitors have reduced capital spending and the rate of new screen growth substantially.

        Current Market Opportunities.    We believe that domestic motion picture exhibition industry attendance and box office revenues will grow and motion picture exhibitors will benefit from the following opportunities:

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Theatres Are Critical to the Economic Success of Films. Movie theatres are the primary initial distribution channel for new film releases, and the theatrical success of a film is often the most important factor in establishing its value in the home video, cable television, broadcast television, international and other film distribution channels. We believe that movie studios have placed an increased emphasis on theatrical success because these secondary distribution channels represent important and growing sources of additional revenues. According to MPAA, movie studios have increased marketing expenditures per new film at a compound annual growth rate of approximately 10% since 1995. Greater marketing expenditures per film benefit exhibitors by promoting increased attendance.

•

Extension of Movie Release Calendar Reduces Seasonality. Distributors have increasingly staggered new releases over more weekends as opposed to opening multiple movies on the same weekend or saving major releases for only a few holiday weekends. This trend has reduced the seasonality of box office revenues by spreading attendance over an extended period of time, which we believe benefits exhibitors by increasing admissions and concessions revenues.

•

Increased Breadth of Films Released. We believe increases in box office revenues are partially being driven by an increase in the breadth of films released rather than by the success of a few

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major "hits." Box office revenues from the top 10 grossing movies as a percentage of annual total box office revenues have declined from an average of 29% during 1990 through 1992 to an average of 27% during 1999 through 2001. This increased breadth of films released benefits exhibitors by expanding the demographic base of moviegoers and generating greater attendance at a wider variety of movies as opposed to attracting patrons to only a few major releases.

•

Affordable and Increasingly Attractive Form of Entertainment. We believe that patrons are attending movies more frequently because of convenience, affordability and attractive pricing compared to other forms of out-of-home entertainment. The average price per patron continues to compare favorably to alternatives such as concerts and sporting events. Since 1991, average movie ticket prices have increased at a compound annual growth rate of only 3%, while ticket prices for professional sporting events and concerts have increased at approximately three times that rate. Over the same time period, per capita movie attendance has grown from 4.5 to 5.3 times per year.

•

Opportunities for Consolidation. Larger, professionally managed theatre operators can leverage economies of scale as they assume quality theatres operated by smaller theatre chains that still comprise much of the industry.

Competitive Strengths

        We believe that the following competitive strengths position us well for future growth:

        Market Leader.    We are a leading motion picture exhibitor and operate the largest theatre circuit in the United States with 3,662 screens. We operate a national, geographically diverse platform with 304 theatres in 31 states. We believe that the size and scope of our theatre circuit is a significant competitive advantage for obtaining film licensing rights for commercially popular films, negotiating long-term concessions contracts and generating economies of scale. In addition, we believe that we are well positioned to capitalize on favorable attendance trends and increasing box office revenues due to our size and geographic diversity.

        Superior Operations Management Drives Relatively Higher Margins.    Our management team has developed a proven operating philosophy focused on efficient operations and strict cost controls at both the corporate and theatre levels. At the corporate level, we are able to leverage our size and operational expertise to achieve economies of scale in film licensing, concessions purchasing and marketing. At the theatre level, we devote significant attention to cost controls through the use of detailed management reports, and we base a significant portion of theatre management's compensation on profitability. Our multiscreen theatres are designed to increase profitability by optimizing revenues per square foot generated by the facility and reducing the cost per square foot of operating the theatres. As a result, we generate among the highest EBITDA margin and EBITDA per screen of reporting major exhibitors of motion pictures. For the year ended December 27, 2001, and the quarter ended March 28, 2002, on a pro forma combined basis, we achieved an EBITDA margin of 18.9% and 24.1% and generated EBITDA per screen of approximately $64,200 and $22,500, respectively.

        Conservative Capital Structure.    As a result of the reorganization of Regal Cinemas and the transactions described under "The Formation of Regal Entertainment and Edwards Transaction," we have substantially reduced our leverage, closed under-performing theatres and successfully lowered our fixed costs. We believe that, as the result of the reduction of $15.0 million in total liabilities at Edwards Theatres for preferred stock and common stock of Edwards Theatres and $1,631.5 million in total liabilities at Regal Cinemas for $181.1 million of cash and common stock of Regal Cinemas and the elimination of accumulated deficits resulting from the reorganization of Regal Cinemas, we have one of the most conservative capital structures among major exhibitors of motion pictures as demonstrated by our pro forma combined stockholders' equity of $661.4 million at March 28, 2002 (net of accumulated deficit caused by the redemption of preferred stock). We believe that we possess greater operating and financial flexibility than many of our competitors because of our successful reorganization, completed

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screen rationalization program and more conservative capital structure. Our operating and financial flexibility position us well to capitalize on favorable industry trends and consolidation opportunities that may arise in the future.

        Strong Free Cash Flow.    We believe we will generate significant free cash flow as a result of our high margins relative to our competitors, conservative capital structure and limited maintenance capital expenditure requirements. After investing over $1.0 billion in capital expenditures since 1997, we believe our theatre circuit is one of the most modern in the industry and we do not expect to require significant reinvestments in order to maintain our operations. In 2002, we intend to invest less than the approximately $68.0 million in capital expenditures we are limited to under our senior credit facilities. As a result of these limited capital expenditures and our strong cash from operations, we expect to generate significant free cash flow.

        Quality Portfolio of Multiscreen Theatres.    We believe moviegoers choose our multiscreen theatres because they offer a high quality moviegoing experience by providing improved services and amenities such as a wider variety of films and show times, stadium seating, improved projection quality and superior sound systems. After investing over $1.0 billion in capital expenditures since 1997, we believe that we have one of the most modern theatre circuits among major exhibitors of motion pictures. Since 1997, 55% of our screens have been built and 16% have been upgraded, and 71% of our screens are located in theatres that feature stadium seating and digital sound. In addition, we are well diversified and not dependent on only a few strong theatres to generate our revenues.

        Proven Ability to Integrate Acquisitions.    We have acquired 11 theatre circuits since 1995. We have proven our ability to enhance revenues and realize operating efficiencies through the successful integration of acquisitions. We are generally able to achieve immediate cost savings at acquired theatres and improve their profitability through the application of our consolidated purchasing function and supplier contracts and through the centralization of other operating functions.

        Reorganizations Formed a Stronger Circuit with More Flexibility.    Our theatre operations have recently completed reorganizations that have enabled us to improve our asset base and profitability. Regal Cinemas eliminated its historical stockholders' deficit, through a revaluation of its assets, liabilities and equity, by utilizing reorganization and purchase accounting adjustments that became available to Regal Cinemas after it emerged from bankruptcy and after Anschutz acquired its controlling equity interest in Regal Cinemas. Additionally, the bankruptcy reorganizations enabled our theatre operations to selectively close under-performing locations and negotiate rent reductions and lease termination rights. As a result, we have enhanced our operational flexibility and created competitive advantages over other theatre operators that have not entered or completed a bankruptcy reorganization process. At the same time, we are continuing to address significant claims against Edwards Theatres and Regal Cinemas that arose in connection with their bankruptcy proceedings. Several of these claims may prove to result in significant payments to the claimants. We have recorded liabilities for these claims of $78.8 million at March 28, 2002. To the extent these claims are allowed by the bankruptcy court, they will be funded with $28.1 million of restricted cash that has been set aside, cash on hand, cash flow from operations or borrowings under our revolving credit facility.

        Leading Access to First-Run Films.    As of December 27, 2001, approximately 86% of our screens were located in film licensing zones in which we were the sole exhibitor. Being the sole exhibitor in a film licensing zone provides us with access to all films distributed by major distributors and eliminates our need to compete for films in that zone. As the sole exhibitor in a particular zone, we can exhibit all commercially successful films on our screens, subject to a successful negotiation with the distributor, and have the ability to compete for attendance generated from successful films.

        Experienced Management Team.    We have a highly experienced management team at both the corporate and theatre levels. Our senior management team has an average of 16 years of experience in the motion picture exhibition industry. Management has demonstrated the ability to generate growth

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and successfully integrate the acquisition of large and small theatre circuits while maintaining effective cost controls. Our success has been proven by our ability to generate EBITDA margins that are consistently among the highest of major exhibitors of motion pictures.

Business Strategy

        Our business strategy is to continue to enhance our leading position in the motion picture exhibition industry. Key elements of our strategy include:

        Pursue Conservative Growth Opportunities.    Currently we plan to open only one new theatre in 2002. However, as conditions permit we will expand our theatre circuit to capitalize on favorable attendance trends by entering into underserved markets and by selectively adding new screens and upgrading existing theatres.

        Pursue Selective Acquisitions.    We will selectively pursue acquisitions that enhance our market position, improve our consolidated operating results and can be integrated rapidly into our existing theatre circuit.

        Maintain Effective Cost Controls.    We intend to utilize our centralized decision-making model to continue to reduce purchasing costs for concessions, film licensing rights and advertising, particularly at newly developed or acquired theatres. Through the use of detailed management reports and other cost control tools, we will also continue to closely monitor theatre-level costs and to utilize performance-based compensation practices to encourage effective cost control.

        Sustain Patron Satisfaction and Quality Control.    We will continue to emphasize patron satisfaction and promote patron loyalty by continuously seeking to provide an enhanced moviegoing experience.

Reorganization of Regal Cinemas

        Pursuant to Regal Cinemas' plan of reorganization, which was confirmed on December 7, 2001, the holders of debt under its former senior credit facilities exchanged a portion of their claims in respect of Regal Cinemas' senior debt of approximately $725.0 million for 100% of the newly-issued common stock of Regal Cinemas. These investors exchanged their shares of Regal Cinemas for our shares immediately following Regal Cinemas' reorganization and emergence from bankruptcy, which occurred in January 2002. For a more detailed discussion of Regal Cinemas' plan of reorganization, see "The Reorganization."

        These investors were led by The Anschutz Corporation, which we refer to in this prospectus, along with Anschutz Company and its subsidiaries, as Anschutz, and the Principal Activities Group of Oaktree Capital Management, LLC, which we refer to in this prospectus as Oaktree's Principal Activities Group. Anschutz manages investments on behalf of Philip F. Anschutz. Founded in 1995, Oaktree Capital Management, LLC is a premier alternative investment firm that manages in excess of $20.0 billion in assets. Oaktree's Principal Activities Group manages in excess of $2.0 billion in capital.

        Anschutz and Oaktree's Principal Activities Group have extensive experience in the motion picture exhibition industry and a track record of successful "control" investments, including traditional private equity transactions and restructurings. Anschutz and Oaktree's Principal Activities Group have been instrumental in restructuring other exhibitors that have filed for Chapter 11 protection, including United Artists Theatre Circuit, Inc., which emerged from bankruptcy in March 2001, and Edwards Theatres, which emerged from bankruptcy in September 2001. Prior to and during the reorganizations of United Artists Theatre Circuit, Inc., Regal Cinemas and Edwards Theatres, Anschutz acquired claims of creditors of United Artists Theatre Circuit, Inc., and Anschutz and Oaktree's Principal Activities Group acquired claims of creditors of Regal Cinemas and Edwards Theatres that allowed Anschutz to actively negotiate the terms upon which each company would emerge from reorganization.

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Formation of Regal Entertainment

        On April 12, 2002, through a series of transactions that we refer to as the formation of Regal Entertainment, we, Edwards Theatres and Regal CineMedia Corporation, which we refer to in this prospectus as Regal CineMedia, became wholly owned subsidiaries of Regal Entertainment and United Artists Theatre Company became approximately a 90%-owned subsidiary of Regal Entertainment. Anschutz holds approximately 80% and Oaktree's Principal Activities Group holds approximately 17% of the voting stock of Regal Entertainment. Unless the context otherwise requires, "Regal Entertainment" refers to Regal Entertainment Group and its wholly owned subsidiaries on a consolidated basis.

        The following organizational chart shows the relationships among Regal Entertainment Group and its direct and indirect subsidiaries included in the chart:

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Edwards Transaction

        On April 17, 2002, Regal Cinemas acquired the capital stock of Edwards Theatres from Regal Entertainment Holdings, Inc., a subsidiary of Regal Entertainment, which we refer to as Regal Entertainment Holdings, for approximately $272.5 million. Because we are under common control with Edwards Theatres, this transaction has been accounted for as a contribution of Edwards Theatres to us by Regal Entertainment Holdings, and as such has been accounted for at the cost basis of Edwards Theatres. Regal Cinemas used a combination of debt and cash on hand to consummate the Edwards Transaction. The debt consisted of approximately $150 million of our senior subordinated notes issued in April 2002.

        Edwards Theatres is a leading motion picture exhibitor operating 47 theatres and 554 screens in California, 3 theatres and 49 screens in Idaho and 2 theatres and 47 screens in Texas. We believe that Edwards Theatres' asset base is characterized by high quality, modern theatres with dominant market presence in southern California. After spending over $200 million in capital expenditures since 1997 and emerging from bankruptcy reorganization in September 2001, Edwards Theatres has one of the most modern circuits in the industry, and we believe Edwards Theatres does not require significant reinvestments in order to maintain its operations. Since 1997, 65% of Edwards Theatres' screens have been built or upgraded. Furthermore, 78% of their screens are located in theatres that feature stadium seating and digital sound, 86% of their screens are located in theatres with 10 or more screens and their theatres have an average of 12.5 screens per location.

        On a historical basis for fiscal 2001, Edwards Theatres generated total revenue, EBITDA and EBITDA margin of $352.0 million, $53.3 million and 15.1%. In addition, Edwards Theatres generates EBITDA per screen that is among the highest of reporting major exhibitors of motion pictures. For fiscal 2001, Edwards Theatres generated EBITDA per screen of approximately $82,000.

        We believe that Edwards Theatres' theatre circuit will strengthen our position in markets in which we currently have limited presence, improve the overall quality of our theatre circuit and expand our customer base. On a pro forma combined basis at March 28, 2002, we operated 4,267 screens in 350 theatres, in 34 states. 73% of our screens are located in theatres that feature stadium seating and digital sound, 83% of our screens are located in theatres with 10 or more screens and our theatres have an average of 12.1 screens per location. For the fiscal year ended December 27, 2001 on a pro forma combined basis, we generated total revenues, EBITDA and EBITDA margin of $1,456.3 million, $275.5 million and 18.9%. We believe we can generate cost savings and operating synergies as we integrate Edwards Theatres into our existing business. We expect to realize these cost savings primarily from the reduction of cost of concessions and general and administrative costs related to the elimination of redundant operations.

Ratio of Earnings to Fixed Charges

        The ratios of earnings to fixed charges for Regal Cinemas for the nine week period ended March 28, 2002 was 2.7x, and its deficiency of earnings to fixed charges for the year ended December 27, 2001 was $193.6 million.

Other Information

        Our executive offices are located at 7132 Regal Lane, Knoxville, Tennessee 37918. Our telephone number is (865) 922-1123.

        The term "pro forma combined" assumes the closing of the transaction described under "The Reorganization," the closing of the transactions under "The Formation of Regal Entertainment and Edwards Transaction," the elimination of operating results for theatres rejected or closed in connection with the bankruptcy reorganization of Edwards Theatres and other bankruptcy related items and the effects of the offering of the old notes and use of proceeds from the offering of the old notes including the redemption of Edwards Theatres' preferred stock and the repayment of Edwards Theatres' bank and subordinated debt. Our results of operations for or as of the end of any year refer to the fiscal year of Regal Cinemas ended or ending on the Thursday closest to December 31. Certain information contained in this prospectus is provided as of December 27, 2001, the end of the 2001 fiscal year of Regal Cinemas.

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Summary of the Terms of the Exchange Offer

Issuer	$1,000 principal amount of exchange notes will be issued in exchange for each $1,000 principal amount of old notes validly tendered.
Resale	Based upon interpretations by the staff of the SEC set forth in no-action letters of Exxon Capital Holdings Corporation (available April 13, 1988), Morgan Stanley & Co. Incorporated (available June 5, 1991) and Shearman & Sterling (available July 2, 1993), we believe that exchange notes may be offered for resale, resold or otherwise transferred by you without compliance with the registration and prospectus delivery requirements of the Securities Act, unless you:
	•	are an "affiliate" of ours within the meaning of Rule 405 under the Securities Act;
	•	are a broker-dealer who purchased the old notes directly from us for resale under Rule 144A or any other available exemption under the Securities Act;
	•	acquired the exchange notes other than in the ordinary course of your business; or
	•	have an arrangement with any person to engage in the distribution of exchange notes.
	However, we have not submitted a no-action letter and there can be no assurance that the SEC will make a similar determination with respect to the exchange offer. Furthermore, in order to participate in the exchange offer, you must make the representations set forth in the letter of transmittal that we are sending you with this prospectus.
Expiration Date	The exchange offer will expire at 5:00 p.m., New York City time, on                        , 2002, unless we in our sole discretion, extend it. We refer to this date, as it may be extended, as the expiration date.
Conditions to the Exchange Offer	The exchange offer is subject to certain customary conditions, some of which may be waived by us. See "The Exchange Offer—Conditions to the Exchange Offer."

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Procedure for Tendering Old Notes	If you wish to accept the exchange offer, you must complete, sign and date the letter of transmittal, or a copy of the letter of transmittal, in accordance with the instructions contained in this prospectus and in the letter of transmittal, and mail or otherwise deliver the letter of transmittal, or the copy, together with the old notes and any other required documentation, to the exchange agent at the address set forth in this prospectus. If you are a person holding the old notes through The Depository Trust Company and wish to accept the exchange offer, you must do so through The Depository Trust Company's Automated Tender Offer Program, by which you will agree to be bound by the letter of transmittal. By executing or agreeing to be bound by the letter of transmittal, you will be making a number of important representations to us as described under "The Exchange Offer—Purpose and Effect."
	We will accept for exchange any and all old notes that are properly tendered in the exchange offer prior to the expiration date. The exchange notes issued in the exchange offer will be delivered promptly following the expiration date. See "The Exchange Offer—Terms of the Exchange Offer."
Special Procedures for Beneficial Owners	If you are the beneficial owner of old notes registered in the name of a broker, dealer, commercial bank, trust company or other nominee and wish to tender in the exchange offer, you should contact the person in whose name your notes are registered and promptly instruct the person to tender on your behalf.
Guaranteed Delivery Procedures	If you wish to tender your old notes and time will not permit your required documents to reach the exchange agent by the expiration date, or the procedure for book-entry transfer cannot be completed on time, you may tender your old notes according to the guaranteed delivery procedures. For additional information, you should read the discussion under "Exchange Offer—Guaranteed Delivery Procedures."
Withdrawal Rights	The tender of the old notes pursuant to the exchange offer may be withdrawn at any time prior to the expiration date.
Acceptance of Old Notes and Delivery of Exchange Notes	Subject to customary conditions, we will accept old notes that are properly tendered in the exchange offer and not withdrawn prior to the expiration date. The exchange notes will be delivered as promptly as practicable following the expiration date.
Consequence of Failure to Exchange	Old notes that are not tendered, or that are tendered but not accepted, will be subject to their existing transfer restrictions. Unless we are required by the registration rights agreements to file a "shelf" registration statement, generally we will have no further obligation to provide for registration under the Securities Act of such old notes.

9

Registration Rights Agreement; Effect on Holders	We sold the old notes in a private placement in reliance on Section 4(2) of the Securities Act. The old notes were immediately resold by the initial purchasers in reliance on Rule 144A and Regulation S under the Securities Act. On each of January 29, 2002 and April 17, 2002, we entered into a registration rights agreement with the initial purchasers of the old notes requiring us to make this exchange offer. The registration rights agreements also require us to:
	•	use our best efforts to cause the registration statement filed with respect to the exchange offer to be declared effective by July 13, 2002; and
	•	consummate the exchange offer no later than 30 business days after the registration statement has been declared effective.
	See "The Exchange Offer—Purpose and Effect." If we do not do so, liquidated damages will be payable on the old notes.
Material United States Federal Income Tax Consequences	The exchange of old notes for exchange notes by tendering holders will not be a taxable exchange for federal income tax purposes, and such holders will not recognize any taxable gain or loss or any interest income for federal income tax purposes as a result of such exchange. See "Material United States Federal Income Tax Consequences."
Exchange Agent	U.S. Bank National Association is serving as exchange agent in connection with the exchange offer.
Use of Proceeds	We will not receive any proceeds from the exchange offer.

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Summary of the Terms of the Exchange Notes

        The exchange offer relates to the exchange of up to $350 million principal amount of exchange notes for up to an equal principal amount of old notes. The form and terms of the exchange notes are substantially identical to the form and terms of the old notes, except the exchange notes will be registered under the Securities Act. Therefore, the exchange notes will not bear legends restricting their transfer. The exchange notes will evidence the same debt as the old notes (which they replace). The old notes and the exchange notes are governed by the same indenture.

Issuer	Regal Cinemas Corporation
Notes Offered	$350 million principal amount of Series B 93/8% senior subordinated notes due 2012
Maturity Date	February 1, 2012
Interest Rate and Payment Dates	Interest on the exchange notes will accrue at the rate of 93/8% per annum from January 29, 2002 payable semiannually in cash in arrears on each February 1 and August 1, commencing on August 1, 2002.
Optional Redemption	On or after February 1, 2007, we may redeem the exchange notes at the redemption prices listed in "Description of the Exchange Notes—Optional Redemption." On or prior to February 1, 2005, we may redeem up to 35% of the exchange notes with the proceeds of certain public equity offerings at the price specified in "Description of the Exchange Notes—Optional Redemption."
Change of Control	If we experience a change of control, holders of the exchange notes will have the right to require us to repurchase the exchange notes at a purchase price of 101% of the principal amount of the exchange notes, plus accrued and unpaid interest to the date of the repurchase. See "Description of the Exchange Notes—Repurchase at the Option of Holders."
Ranking	The exchange notes and the guarantees will rank:
	•	junior to all of our and our subsidiary guarantors' existing and future senior indebtedness, including our senior credit facilities;
	•	equally with any of our and our subsidiary guarantors' existing and future senior subordinated indebtedness; and
	•	senior to all of our and our subsidiary guarantors' existing and future subordinated indebtedness.
	The exchange notes will be effectively subordinated to all existing and future indebtedness and other liabilities of our subsidiaries that are not guarantors of the exchange notes.
	As of March 28, 2002, on a pro forma combined basis, we and the subsidiary guarantors had approximately $270.0 million of term credit facilities outstanding and approximately $104.2 million of lease financing arrangements and other long-term debt outstanding.

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Guarantees	The exchange notes will be jointly and severally guaranteed on an unsecured, full and unconditional senior subordinated basis by all our existing wholly owned domestic subsidiaries and by all our future domestic restricted subsidiaries.
Covenants	We will issue the exchange notes under an indenture with U.S. Bank National Association, as trustee. The indenture governing the exchange notes will, among other things, restrict our ability to:
	•	incur additional indebtedness;
	•	make distributions or certain other restricted payments;
	•	grant liens;
	•	create dividend and other payment restrictions affecting our subsidiaries;
	•	sell certain assets or merge with or into other companies; and
	•	enter into transactions with affiliates.
	For more details, see "Description of the Exchange Notes—Certain Covenants."
Registration Rights; Liquidated Damages	In connection with the offering of the old notes, we granted registration rights to holders of the old notes. We agreed to consummate an offer to exchange the old notes for the related series of exchange notes and to take other actions in connection with the exchange offer by the dates specified in the registration rights agreements. In addition, under certain circumstances, we may be required to file a shelf registration statement to cover resales of the old notes held by you.
	If we fail to take these actions with respect to the old notes by the dates specified in the registration rights agreements, we will pay liquidated damages to each holder of the old notes at a rate of 0.25% with respect to the first 90-day period immediately following the occurrence of the first registration default. The rate of liquidated damages will increase by an additional 0.25% per annum with respect to each subsequent 90-day period until all registration defaults have been cured, up to a maximum liquidated damages rate of 2.0% per annum. Following the cure of all registration defaults, the accrual of liquidated damages will cease.
Form of Notes	The exchange notes to be issued in the exchange offer will be represented by one or more global securities deposited with U.S. Bank National Association for the benefit of Depository Trust Company, or DTC. You will not receive exchange notes in certificated form unless one of the events set forth under the heading "Description of the Exchange Notes—Form of Exchange Notes" occurs. Instead, beneficial interests in the exchange notes to be issued in the exchange offer will be shown on, and transfer of these interests will be effected only through, records maintained in book-entry form by DTC with respect to its participants.

Risk Factors

        Investing in the notes involves risks. You should refer to the section entitled "Risk Factors" for an explanation of the material risks of participating in the exchange offer and investing in the notes.

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Summary Historical and Unaudited Pro Forma Combined Financial Data

        The summary historical and unaudited pro forma combined financial data set forth below were derived from the consolidated financial statements of Regal Cinemas and Edwards Theatres.

        We were formed in January 2002. Upon Regal Cinemas' emergence from bankruptcy reorganization, the holders of Regal Cinemas' common stock exchanged their shares in the reorganized Regal Cinemas for our shares. As a result of this transaction, Regal Cinemas became our wholly owned subsidiary.

        The unaudited pro forma combined statements of operations data assumes that each of the following occurred at the beginning of Regal Cinemas' fiscal periods:

•

the elimination of operating results for theatres rejected or closed in connection with the bankruptcy reorganization of Regal Cinemas;

•

the acquisition by Anschutz of the controlling equity interests of Regal Cinemas;

•

the borrowings under our $270.0 million senior credit facility and our issuance of $200.0 million principal amount of senior subordinated notes on Regal Cinemas' emergence from bankruptcy and our use of proceeds therefrom;

•

the elimination of direct costs and other items associated with Regal Cinemas' bankruptcy reorganization;

•

the contribution to us of Edwards Theatres in the Edwards transaction;

•

our issuance of $150 million principal amount of senior subordinated notes on April 17, 2002 and our use of proceeds therefrom including the redemption of Edwards Theatres preferred stock and the repayment of Edwards Theatres bank and subordinated debt;

•

the contribution of our shares by our stockholders to Regal Entertainment and the exchange of options and the related basis adjustment to our financial statements reflecting Regal Entertainment's purchase accounting; and

•

the elimination of operating results for theatres rejected or closed in connection with the bankruptcy reorganization of Edwards Theatres and other bankruptcy related adjustments.

        The unaudited pro forma combined balance sheet data assumes that each of the following occurred as of March 28, 2002:

•

the contribution to us of Edwards Theatres in the Edwards transaction;

•

our issuance of $150 million principal amount of senior subordinated notes on April 17, 2002 and our use of proceeds therefrom including the redemption of Edwards Theatres preferred stock and the repayment of Edwards Theatres bank and subordinated debt; and

•

the contribution of our shares by our stockholders to Regal Entertainment and the exchange of options and the related basis adjustment to our financial statements reflecting Regal Entertainment's purchase accounting.

        All of the pro forma adjustments are based on available information and assumptions that management believes are reasonable. The notes to the unaudited pro forma combined statement of operations and balance sheet provide a detailed discussion of how such adjustments were derived and presented in the pro forma financial statements. The unaudited pro forma combined financial statements do not purport to represent what our results of operations or financial position would actually have been had the combination occurred on the date indicated, or to project our results of operations or financial position for any future period. The pro forma combined statement of operations does not reflect any synergies or other operating benefits that may be realized from the integration of the operations of these entities nor does it include any pro forma adjustments or reduction in rent or other occupancy costs resulting from certain lease amendments entered into in connection with the bankruptcy proceedings. For financial reporting purposes, the inception date of the Reorganized Company is deemed to be January 24, 2002. As such, operating results and financial position for

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periods subsequent to January 24, 2002 are herein referred to as the "Reorganized Company" and for all periods ending on or prior to January 24, 2002 as the "Predecessor Company." In order to provide a meaningful basis of comparing the quarters ended March 28, 2002 and March 29, 2001 for purposes of the following tables and discussion, the operating results of the Reorganized Company for the nine weeks ended March 28, 2002 have been combined with the operating results of Predecessor Company for the four weeks ended January 24, 2002 (collectively referred to as "Combined Company") and are compared to the operating results of Regal Cinemas for the quarter ended March 29, 2001. Depreciation, amortization and certain other line items included in the operating results of Combined Company are not comparable between periods as the four weeks ended January 24, 2002 and the quarter ended March 29, 2001 of the Predecessor Company do not include the effects of fresh-start and purchase accounting adjustments. The combining of reorganized and predecessor periods is not in accordance with accounting principles generally accepted in the United States of America.

        The summary historical and pro forma financial data set forth below should be read in conjunction with, and are qualified in their entirety by, the "The Reorganization," "The Formation of Regal Entertainment and Edwards Transaction," "Capitalization," "Unaudited Pro Forma Combined Financial Data," "Selected Historical Consolidated Financial Data," "Management's Discussion and Analysis of

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Financial Condition and Results of Operations" and the consolidated financial statements of Regal Cinemas and Edwards Theatres and the respective notes thereto included elsewhere in this prospectus.

						Regal Cinemas Corporation
									Historical Combined 13 Weeks Ended March 28, 2002(5)
			Regal Cinemas, Inc.
						Pro Forma Combined Year Ended December 27, 2001
			Historical Year Ended December 27, 2001									Pro Forma Combined 13 Weeks Ended March 28, 2002
			(Dollars in millions, except Operating Data)
Statement of Operations Data:
Revenues:
	Admissions		$	799.8		$	1,011.9		$	212.3		$	276.9
	Concessions			321.3			396.4			85.0			109.0
	Other			44.5			48.0			10.6			12.5
		Total revenues		1,165.6			1,456.3			307.9			398.4
	Operating income (loss)			(7.6	)		123.2			55.7			64.9
Other Financial Data:
EBITDA(1)			$	216.2		$	275.5		$	76.5		$	95.9
EBITDA margin(2)				18.5	%		18.9	%		24.8	%		24.1	%
Interest expense			$	174.2		$	62.9		$	16.5		$	15.3
Ratio of earnings to fixed charges				—			1.3x			—			2.0x
Deficiency of earnings to fixed charges			$	193.6			—		$	215.2			—
Cash flows from (used in) operating activities(4)			$	152.0		$	215.6		$	(53.6	)	$	16.0
Cash flows used in investing activities(4)				(23.3	)		(54.7	)		(8.6	)		(7.4	)
Operating Data:
Theatres at period end				304			353			298			350
Screens at period end				3,662			4,288			3,617			4,267
Average screens per theatre				12.0			12.1			12.1			12.2
Attendance (in millions)				142.3			174.4			37.2			47.2
Average ticket price			$	5.62		$	5.80		$	5.71		$	5.87
Average concessions per patron			$	2.26		$	2.27		$	2.28		$	2.31

	As of March 28, 2002
	Regal Cinemas Corporation Historical		Regal Cinemas Corporation Pro Forma Combined
	(In millions)
Balance Sheet Data:
Property and equipment, net	$	1,174.5	$	1,464.9
Total assets		1,392.4		1,672.3
Total debt(3)		574.2		724.2
Shareholders' equity		618.2		661.4

(1)

EBITDA represents operating income (loss) from continuing operations before depreciation and amortization expense, (loss) gain on disposal of operating assets, loss on impairment of assets, theatre closing costs, lease exit and restructure costs, legal and professional fees related to restructuring and merger and recapitalization expenses. We have included EBITDA in this data because we believe it to be a measure commonly used by investors to analyze and compare companies in our industry. EBITDA is not a measurement of financial performance under generally accepted accounting principles and should not be considered in isolation or construed as a substitute for net income or other operations data or cash flow data prepared in accordance with generally accepted accounting principles for purposes of analyzing our profitability or liquidity.

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EBITDA as we calculate it, may not be comparable to similarly titled measures reported by other companies.

        EBITDA is calculated as follows:

				Regal Cinemas Corporation
						Historical Combined 13 Weeks Ended March 28, 2002(5)
	Regal Cinemas, Inc.
				Pro Forma Combined Year Ended December 27, 2001
	Historical Year Ended December 27, 2001								Pro Forma Combined 13 Weeks Ended March 28, 2002
	(In millions)
Operating income (loss)	$	(7.6	)	$	123.2	$	55.7		$	64.9
Depreciation and amortization		91.0			103.2		19.3			26.3
(Gain) loss on disposal of operating assets		21.4			5.6		(0.7	)		(0.7	)
Loss on impairment of assets		78.5			43.5		0.5			0.5
Theatre closing costs		12.1			—		0.2			0.3
Legal and professional fees-restructuring related		20.8			—		1.5			4.6
EBITDA	$	216.2		$	275.5	$	76.5		$	95.9

(2)

Defined as EBITDA as a percentage of total revenues.

(3)

Pursuant to Emerging Issues Task Force ("EITF") Issue No. 97-10, "The Effect of Lessee Involvement in Asset Construction," we have recorded as balance sheet obligations approximately $99.4 million at December 27, 2001 and $99.1 million at March 28, 2002 of lease financing arrangements. EITF No. 97-10 is applicable to entities involved on behalf of an owner-lessor with the construction of an asset. For certain of our new theatre sites built in fiscal years 1999, 2000 and 2001, we were considered the owner (for accounting purposes) of the theatre during the construction period. In accordance with EITF No. 97-10, we were required to record the balance sheet obligations when the construction of the theatre was completed resulting in lease payments being recorded as interest expense and principal reduction rather than rent expense. Pursuant to the indenture under which these notes have been issued, we account for these leases as operating leases. As a result, payments in respect of these lease financing arrangements are treated as rent expense rather than interest expense and principal reduction under the indenture governing the notes. This treatment reduces our "Consolidated EBITDA" (as defined in the indenture) and our "Consolidated Fixed Charges" (as defined in the indenture), increasing our ability to incur indebtedness under the indenture's "Consolidated Coverage Ratio."

(4)

Represents the historical cash from operating and investing activities of Regal Cinemas and Edwards Theatres as adjusted for operating results for rejected or closed theatres in connection

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with these entities' bankruptcy reorganizations and the elimination of reorganization costs and certain interest and other payments associated with the reorganizations, calculated as follows:

		Year Ended December 27, 2001					Thirteen Weeks Ended March 28, 2002
		Cash flows from operating activities		Cash flows from investing activities			Cash flows from operating activities			Cash flows from investing activities
		(In millions)
Regal Cinemas, Inc., historical(5)		$	152.0	$	(23.3	)	$	(53.6	)	$	(8.6	)
Edwards Theatres, historical			13.6		(36.4	)		(7.6	)		1.2
			165.6		(59.7	)		(61.2	)		(7.4	)
	Elimination of operating results for rejected and closed theatres and the elimination of reorganization costs and certain interest and other payments associated with these entities' bankruptcy reorganizations		50.0		5.0			77.2			—
Pro forma cash flow		$	215.6	$	(54.7	)	$	16.0		$	(7.4	)

        We have not provided information regarding cash flow from financing activities as we believe this information would not be meaningful because of the significant effects of the bankruptcy reorganizations.

(5)

Represents the combination of the four weeks ended January 24, 2002 (Predecessor Company) and the nine weeks ended March 28, 2002 (Reorganized Company). The combination of these amounts are

for comparative purposes but are not in accordance with accounting principles generally accepted in the United States of America.

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RISK FACTORS

An investment in the notes involves a high degree of risk. You should consider carefully the following risk factors, in addition to the other information set forth in this prospectus, before deciding to participate in the exchange offer. The factors set forth below, however, are generally applicable to the old notes as well as the exchange notes.

Risks Relating to Our Business

We operate in a competitive environment.

        The motion picture exhibition industry is fragmented and highly competitive, particularly with respect to film licensing, attracting patrons and finding new theatre sites. Theatres operated by national and regional circuits and by smaller independent exhibitors compete with our theatres. The number of U.S. screens over the past several years has increased as theatre companies have constructed new theatres and re-screened older theatres. These building strategies have resulted in intensified competition in once stable markets and rendered many older theatres obsolete more rapidly than anticipated. This effect, together with the fact that many older theatres were under long-term, non-cancelable leases, created an oversupply of screens, which caused both attendance per screen and revenues per screen to decline. If similar developments in the motion picture exhibition industry occur again, our results of operations may be adversely affected.

        Although we expect a decline in the number of screens industry-wide, our competitors from time-to-time may build new theatres or screens in areas in which we operate, which may result in excess capacity in those areas and hurt attendance at our theatres. Moviegoers are generally not brand conscious and usually choose a theatre based on its location, the films showing there and its amenities.

An increase in the use of alternative film delivery methods may drive down movie theatre attendance and limit ticket prices.

        We also compete with other movie delivery vehicles, including cable television, downloads via the Internet, video disks and cassettes, satellite and pay-per-view services. Further, new technologies for movie delivery (such as video on demand) could have a material adverse effect on our business and results of operations. We also compete for the public's leisure time and disposable income with other forms of entertainment, including sporting events, concerts, live theatre and restaurants.

Failure to integrate our operations may result in operating losses or reduce our profits.

        Regal Cinemas acquired Edwards Theatres from Regal Entertainment Holdings. Our success as a national motion picture exhibitor will depend in large part on our ability to integrate the operations and employees of Edwards Theatres. The success of our business model will depend on our ability to build on the strengths of Edwards Theatres and to centralize many of our business functions. To achieve that, we will be closing the Edwards Theatres executive offices and moving the theatre management operations to Regal Cinemas' offices in Knoxville, Tennessee. We will have to expend substantial managerial, operational, financial and other resources to integrate this business. We will also need to expand the theatre management operations of Regal Cinemas to cover a much more geographically diverse theatre circuit than in the past. It may take us longer than anticipated to integrate the operations and employees of Edwards Theatres and implement our business model, or we may fail to successfully complete the integration. Failure to integrate Edwards Theatres successfully may result in significant operating inefficiencies. In addition, delays in the successful completion of the integration would delay our ability to benefit from cost savings and increased operating efficiencies, including the negotiation of long-term concession contracts. Consequently, a delay or failure of our integration efforts could prevent us from achieving or maintaining profitability or from attaining the level of profitability we hope to achieve.

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Development of digital technology will increase our capital expenses.

        The industry is in the early stages of conversion from film based media to electronic based media. There are a variety of constituencies associated with this anticipated change that may significantly affect industry participants, including content providers, distributors, equipment providers and exhibitors. Should the conversion process rapidly accelerate, we may have to raise additional capital to finance the conversion costs associated with this potential change. The additional capital necessary may not, however, be available to us on attractive terms. Furthermore, it is impossible to accurately predict how the roles and allocation of costs between various industry participants will change if the industry changes from physical media to electronic media.

The oversupply of screens in the motion picture exhibition industry and other factors caused several major movie theatre circuits to reorganize under the United States Bankruptcy Code, which may make it difficult for us to borrow or access the capital markets in the future.

        Since 1999, several major theatre exhibition companies, including Edwards Theatres and Regal Cinemas, have filed for bankruptcy. One significant cause of those bankruptcies was the emphasis by theatre circuits on the development of large megaplexes in recent years. The strategy of aggressively building megaplexes was adopted throughout the industry and generated significant competition and resulted in an oversupply of screens in the North American exhibition industry. The oversupply of screens, increased construction, rent and occupancy costs and other factors, including a downturn in attendance in 2000, caused significant liquidity pressures throughout the motion picture exhibition industry. We and other theatre circuits experienced impairment write-offs, losses on theatre dispositions and downward adjustment of credit ratings and defaults under loan agreements. These factors may make it difficult for us to borrow money or access the capital markets.

The bankruptcy reorganizations of Regal Cinemas and Edwards Theatres could harm our business, financial condition and results of operations.

        Within the last 12 months, each of Regal Cinemas and Edwards Theatres has emerged from reorganization under Chapter 11 of the United States Bankruptcy Code. Regal Cinemas and Edwards Theatres have certain claims from these bankruptcy reorganizations that remain unsettled and are subject to ongoing negotiation and possible litigation. We have recorded liabilities for these claims of $55.2 million (net of estimated cost of $23.6 million) as of March 28, 2002. The final amounts paid in connection with these claims could materially exceed our current estimates, which could reduce our profitability or cause us to incur losses that would affect the trading market for the notes. In addition, the past inability of Regal Cinemas and Edwards Theatres to meet their obligations that resulted in their filing for bankruptcy protection, or the perception that we may not be able to meet our obligations in the future, could adversely affect our ability to obtain adequate financing, or our relationships with our customers and suppliers, as well as our ability to retain or attract high-quality employees.

We depend on motion picture production and performance.

        Our ability to operate successfully depends upon a number of factors, the most important of which are the availability and appeal of motion pictures, our ability to license motion pictures and the performance of such motion pictures in our markets. We mostly license first-run motion pictures, which have increasingly benefited from the marketing efforts of the major studios. Poor performance of, or any disruption in the production of (including by reason of a strike), or our access to, these motion pictures, or a reduction in the marketing efforts of the major studios, could hurt our business and results of operations. In addition, a change in the type and breadth of movies offered by studios may adversely affect the demographic base of moviegoers.

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We depend on our relationship with film distributors.

        The film distribution business is highly concentrated, with nine major film distributors reportedly accounting for 93% of admissions revenues and 48 of the 50 top grossing films during 2000. Our business depends on maintaining good relations with these distributors. In addition, we are dependent on our ability to negotiate commercially favorable licensing terms for first-run films. A deterioration in our relationship with any of the nine major film distributors could affect our ability to negotiate film licenses on favorable terms or our ability to obtain commercially successful films and, therefore, could hurt our business and results of operations.

We are subject to regulatory restraints that prohibit us from entering into long-term contracts with major film distributors.

        The distribution of motion pictures is, in large part, regulated by federal and state antitrust laws and has been the subject of numerous antitrust cases. The consent decrees resulting from those cases, to which we are not a party, bind certain major motion picture distributors and require the films of such distributors to be offered and licensed to exhibitors, including us, on a film-by-film and theatre-by-theatre basis. Consequently, we cannot assure ourselves of a supply of motion pictures by entering into long-term contracts with major distributors.

Our results of operations fluctuate on a seasonal basis.

        Our revenues are usually seasonal because of the way the major film distributors release films. Generally, the most marketable movies are released during the summer and the holiday season. An unexpected "hit" film during other periods can alter the traditional trend. The timing of movie releases can have a significant effect on our results of operations, and our results of operations for one quarter are not necessarily indicative of our results of operations for any other quarter.

A prolonged economic downturn could materially affect our business.

        We depend on consumers voluntarily spending discretionary funds on leisure activities. Motion picture theater attendance may be affected by prolonged, negative trends in the general economy that adversely affect consumer spending, including such trends resulting from terrorist attacks on the United States. Any reduction in consumer confidence or disposable income in general may affect the demand for motion pictures or severely affect the motion picture industry, which, in turn, could adversely affect our operations.

We depend on our senior management.

        Our success depends upon the retention of our senior management, including Michael L. Campbell, our Chief Executive Officer. We cannot assure you that we would be able to find qualified replacements for the individuals who make up our senior management if their services were no longer available. The loss of services of one or more members of the senior management team could have a material adverse effect on our business, financial condition and results of operations. Our senior management also serve as management of Regal Entertainment and, therefore, their efforts will be divided between us and Regal Entertainment's other theatre circuit operators, including United Artists Theatre Circuit. We do not currently maintain key-man life insurance for any of our employees.

The interests of the controlling stockholders of Regal Entertainment may conflict with your interests.

        Anschutz and Oaktree's Principal Activities Group beneficially own approximately 97% of the voting equity of Regal Entertainment. Regal Entertainment owns 100% of the capital stock of Regal Entertainment Holdings, which in turn owns 100% of our capital stock. Messrs. Philip F. Anschutz,

20

Craig D. Slater, Michael F. Bennet, B. James Ford and Stephen A. Kaplan, members of our Board of Directors, are also either directors or members of senior management of these equity holders. Therefore, if they vote together, they will have the indirect power to control all matters submitted to our stockholders, elect all of our directors and exercise control over our business, policies and affairs. Moreover, Regal Entertainment and Oaktree's Principal Activities Group or their affiliates have significant holdings in other motion picture exhibitors that may compete with us in certain markets. They may in the future combine our company with one or more of their other holdings. In connection with such a combination, we may undertake additional financing including debt financing. We cannot assure you that these equity holders will not take actions that may benefit their other holdings to our detriment or that the interests of these equity holders and Regal Entertainment generally will not otherwise conflict with your interests.

Risks Related to the Exchange Notes and Our Structure

Our substantial lease and debt obligations could impair our financial condition and our ability to fulfill our debt obligations.

        We have substantial lease and debt obligations. For the quarter ended March 28, 2002, on a pro forma combined basis, we would have had total rent expense and interest expense of approximately $42.6 million and $15.3 million, respectively. On this basis, we would have had consolidated total debt of $724.2 million as of March 28, 2002. Subject to the restrictions in our senior credit facilities and the indenture governing the notes, we may incur significant additional debt, including in connection with acquisitions, for which there are significant exceptions in the restrictions contained in our senior credit facilities, which may be secured or senior to the notes.

        Our substantial lease and debt obligations could have important consequences to you. For example, it could:

•

make it more difficult for us to satisfy our obligations with respect to the notes;



•

require us to dedicate a substantial portion of our cash flow to payments on our lease and debt obligations, thereby reducing the availability of our cash flow to fund working capital, capital expenditures and other corporate requirements;



•

limit our flexibility in planning for, or reacting to, changes in our business and the industry in which we operate; and



•

place us at a competitive disadvantage compared to our competitors that have proportionately less lease and debt obligations.

        If we are unable to meet our lease and debt service obligations, we could be forced to restructure or refinance these obligations and seek additional equity financing or sell assets. We may be unable to restructure or refinance these obligations and obtain additional equity financing or sell assets on satisfactory terms or at all.

Our ability to generate the cash needed to service our lease and debt obligations depends on certain factors beyond our control.

        The future success of our operations will, in large part, dictate our ability to make scheduled payments on, and satisfy our obligations under, our leases and debt, including our debt incurred under our senior credit facilities and the notes. Our future operating performance will be affected by general economic, competitive, market, business and other conditions, many of which are beyond our control. To the extent we are not able to meet our obligations under our leases and debt, we will be required to restructure or refinance them, seek additional equity financing or sell assets. We may not be able to

21

restructure or refinance our leases or debt, obtain additional financing or sell assets on satisfactory terms or at all.

Our ability to repay the notes and our other debt depends on cash flow from our subsidiaries.

        We are a holding company whose only material assets are its ownership interests in its subsidiaries. Consequently, we depend on distributions or other inter-company transfers of funds from our subsidiaries to meet our debt service and other obligations, including with respect to the notes. Our non-guarantor subsidiaries are not obligated to make funds available to us for payment on the notes. We cannot assure you that the operating results of our subsidiaries will be sufficient to enable us to make payments on the notes.

Your right to receive payments on the notes and full and unconditional, joint and several guarantees of those notes is subordinated to our senior debt.

        Payment on the notes will be subordinated in right of payment to all of our senior debt, including our senior credit facilities. Payment on the full and unconditional, joint and several guarantee of each subsidiary guarantor of the notes will be subordinated in right of payment to that subsidiary guarantor's senior debt, including its guarantee of our senior credit facilities. Upon any distribution to our creditors or the creditors of the guarantors in a bankruptcy, liquidation or reorganization or similar proceeding relating to us or the subsidiary guarantors or our or their property, the holders of senior debt will be entitled to be paid in full, in cash, before any payment may be made on the notes or the full and unconditional, joint and several subsidiary guarantees, as the case may be. In these cases, we or a subsidiary guarantor, as the case may be, may not have sufficient funds to pay all of our creditors, and holders of the notes may receive less, ratably, than the holders of senior debt and, due to the turnover provisions in the indenture, less ratably than the holders of unsubordinated obligations, including trade payables. In addition, all payments on the notes and the related full and unconditional, joint and several guarantees will be blocked in the event of a payment default on designated senior debt and may be blocked for up to 179 consecutive days in the event of certain non-payment defaults on designated senior debt.

        As of March 28, 2002, on a pro forma combined basis, the notes and the related full and unconditional, joint and several guarantees would have been subordinated to approximately $270.0 million of term credit facilities, and $100.0 million of additional senior debt would have been available for borrowing under the revolving portion of our senior credit facilities. In addition, the indenture for the notes and our senior credit facilities permit us, subject to specified limitations, to incur additional debt, some or all of which may be senior debt.

        Any future secured indebtedness, whether of ours or any of the subsidiary guarantors, would effectively rank senior to the notes and the full and unconditional, joint and several subsidiary guarantees.

The indenture for the notes and our senior credit facilities impose significant operating and financial restrictions that may limit our ability to operate our business.

        The indenture for the notes and our senior credit facilities impose significant operating and financial restrictions on us. As the term EBITDA is defined in the senior credit facilities, we cannot permit, at the end of each applicable fiscal quarter:

•

our ratio of consolidated total debt to consolidated EBITDA to exceed the ratio of (a) 3.75 to 1 for the first through third fiscal quarters in 2002, (b) 3.50 to 1 for the fourth fiscal quarter in 2002 through the third fiscal quarter in 2004 and (c) 3.25 to 1 for the fourth fiscal quarter in 2004 through the fourth fiscal quarter in 2007 and thereafter;

22

•

our ratio of consolidated EBITDA plus consolidated rent expense to interest plus rent expense to be less than 1.50 to 1 for any period of four consecutive fiscal quarters;



•

our ratio of consolidated senior debt to consolidated EBITDA to exceed the ratio of (a) 2.65 to 1 for the first through the third fiscal quarters in 2002, (b) 2.40 to 1 for the fourth fiscal quarter 2002 through the third fiscal quarter in 2003, (c) 2.15 to 1 from the fourth fiscal quarter in 2003 through the third fiscal quarter in 2004, (d) 2.00 to 1 from the fourth fiscal quarter in 2004 through the third fiscal quarter in 2005, (e) 1.75 to 1 from the fourth fiscal quarter in 2005 through the fourth fiscal quarter in 2007 and thereafter;



•

our ratio of consolidated adjusted debt to consolidated EBITDA plus consolidated rent expense to exceed the ratio of (a) 5.75 to 1 for the first fiscal quarter in 2002 through the third fiscal quarter in

2002, (b) 5.50 to 1 for the fourth fiscal quarter in 2002 through the third fiscal quarter in 2004 and (c) 5.25 to 1 for the fourth fiscal quarter in 2004 through the fourth fiscal quarter in 2007 and thereafter; and

•

our capital expenditures as a percentage of the prior year's EBITDA to exceed 25% for fiscal 2002 and up to 35% for each year thereafter.

        The indenture also imposes restrictions on our ability to, among other things:

•

incur additional indebtedness;



•

make distributions or make certain other restricted payments;



•

incur liens;



•

incur dividend and other payment restrictions affecting our subsidiaries;



•

sell certain assets or merge with or into other companies; and



•

enter into transactions with affiliates.

        These restrictions could limit our ability to finance our future operations or capital needs, make acquisitions or pursue available business opportunities. In addition, our senior credit facilities require us to maintain specified financial ratios and to satisfy certain financial covenants. We may be required to take action to reduce our debt or act in a manner contrary to our business objectives to meet these ratios and satisfy these covenants. Events beyond our control, including changes in economic and business conditions in the markets in which we operate, may affect our ability to do so. We may not be able to meet these ratios or satisfy these covenants and we cannot assure you that our lenders will waive any failure to do so. A breach of any of the covenants in, or our inability to maintain the required financial ratios under, our senior credit facilities would prevent us from borrowing additional money under the facility and could result in a default under it. If a default occurs under any of our debt, the relevant lenders could elect to declare the debt, together with accrued interest and other fees, to be immediately due and payable and proceed against substantially all of our assets, which will serve as collateral securing the debt. Moreover, if the lenders under a facility or other agreement in default were to accelerate the debt outstanding under that facility, it could result in a default under other debt. If all or any part of our debt were to be accelerated, we may not have or be able to obtain sufficient funds to repay it.

We may not be able to finance a change of control offer required by the indenture.

        Upon a change of control (as defined under the indenture governing the notes) you may require us to offer to purchase all of the exchange notes then outstanding at prices set forth in "Description of the Exchange Notes—Repurchase at the Option of Holders." If a change of control were to occur, we cannot assure you that we would have sufficient funds to pay the purchase price of the exchange notes, and we expect that we would require third-party financing to do so. We cannot assure you that we

23

would be able to obtain this financing on satisfactory terms or at all. In addition, our senior credit facilities will restrict our ability to repurchase the exchange notes, including pursuant to an offer in connection with a change of control. A change of control may result in an event of default under our senior credit facilities that would allow the holders of that debt to issue a payment blockage and may cause the acceleration of other debt that may be senior to the notes. Our future debt also may contain restrictions on repayment requirements with respect to specified events or transactions that could constitute a change of control under the indentures.

Issuance of the notes and the full and unconditional, joint and several guarantees may be subject to fraudulent conveyance laws.

        Under applicable provisions of the United States Bankruptcy Code or comparable provisions of state fraudulent transfer or conveyance laws, if at the time the issuer of the notes incurred the debt evidenced by the exchange notes, or a subsidiary guarantor incurred the debt evidenced by its full and unconditional, joint and several guarantee, as the case may be, it either:

•

incurred the debt with the intent to hinder, delay or defraud creditors; or



•

received less than reasonably equivalent value or fair consideration for incurring the debt, and



•

were insolvent at the time of incurrence;



•

were rendered insolvent by reason of the incurrence (and the application of the proceeds thereof);



•

were engaged or were about to engage in a business or transaction for which its remaining assets constituted unreasonably small capital to carry on its business; or



•

intended to incur, or believed that it would incur, debts beyond its ability to pay the debts as they matured;

then, in each case, a court of competent jurisdiction could (1) void, in whole or in part, the exchange notes or the full and unconditional, joint and several guarantees of such subsidiary guarantor, as the case may be, and direct the repayment of any amounts paid thereunder to other creditors, (2) subordinate the exchange notes or the full and unconditional, joint and several guarantees of such subsidiary guarantor, as the case may be, to our obligations to other existing and future creditors or (3) take other actions detrimental to the holders of the notes.

        The measure of insolvency for purposes of the foregoing will vary depending upon the law applied in each case. On the basis of financial and other information, recent operating history and other factors, we believe that the old notes were, the exchange notes are, and the full and unconditional, joint and several subsidiary guarantees are being incurred for proper purposes and in good faith and that each of the issuer of the exchange notes and the subsidiary guarantors (1) is solvent and will continue to be solvent after issuance of the exchange notes, (2) has sufficient capital for carrying on of its business and (3) will be able to pay its debts as they mature.

If you fail to exchange your old notes, they will continue to be restricted securities and may become less liquid.

        Old notes that you do not tender or we do not accept will, following the exchange offer, continue to be restricted securities. You may not offer or sell untendered old notes except pursuant to an exemption from, or in a transaction not subject to, the Securities Act and applicable state securities laws. We will issue exchange notes in exchange for the old notes pursuant to the exchange offer only following the satisfaction of procedures and conditions described elsewhere in this prospectus. These procedures and conditions include timely receipt by the exchange agent of the old notes and of a properly completed and duly executed letter of transmittal.

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        Because we anticipate that most holders of old notes will elect to exchange their old notes, we expect that the liquidity of the market for any old notes remaining after the completion of the exchange offer may be substantially limited. Any old note tendered and exchanged in the exchange offer will reduce the aggregate principal amount of the old notes outstanding. Following the exchange offer, if you did not tender your old notes you generally will not have any further registration rights and your old notes will continue to be subject to transfer restrictions. Accordingly, the liquidity of the market for any old notes could be adversely affected.

There may be no active trading market for the exchange notes to be issued in the exchange offer.

        The exchange notes are a new issue of securities for which there is not an established market. We cannot assure you with respect to:

•

the liquidity of any market for the exchange notes that may develop;



•

your ability to sell exchange notes; or



•

the price at which you will be able to sell the exchange notes.

        If a public market were to exist, the exchange notes could trade at prices that may be higher or lower than their principal amount or purchase price, depending on many factors, including prevailing interest rates, the market for similar notes, and our financial performance. We do not intend to list the exchange notes to be issued to you in the exchange offer on any securities exchange or to seek approval for quotations through any automated quotation system. No active market for the exchange notes is currently anticipated.

Broker-dealers or holders of the notes may become subject to the registration and prospectus delivery requirements of the Securities Act

        Any broker-dealer that:

•

exchanges its old notes in the exchange offer for the purpose of participating in a distribution of the exchange notes; or



•

resells exchange notes that were received by it for its own account in the exchange offer,

may be deemed to have received restricted securities and may be required to comply with the registration and prospectus delivery provisions of the Securities Act in connection with any resale transaction by that broker-dealer. Any profit on the resale of the exchange notes and any commission or concessions received by a broker-dealer may be deemed to be underwriting compensation under the Securities Act.

        In addition to broker-dealers, any holder of old notes that exchanges its old notes in the exchange offer for the purpose of participating in a distribution of the exchange notes may be deemed to have received restricted securities and may be required to comply with the registration and prospectus delivery provisions of the Securities Act in connection with any resale transaction by that holder.

25

THE REORGANIZATION

        In May 1998, Regal Cinemas was recapitalized by an investor group. The aggregate purchase price paid by the investor group was approximately $1.2 billion, and Regal Cinemas incurred approximately $775.0 million of debt in connection with that recapitalization.

        In the years following the recapitalization, the motion picture exhibition industry experienced a period of extraordinary new theatre expansion and re-screening of older theatres. From 1998 to 2000, Regal Cinemas invested over $870.0 million in capital expenditures financed primarily through additional debt. As a result, Regal Cinemas had nearly $2.0 billion in principal amount of debt at December 28, 2000. In 2000, Regal Cinemas generated EBITDA of $181.0 million, which resulted in a total debt to EBITDA ratio of 11.0 to 1 at December 28, 2000. As a result of this leverage, in the fourth quarter of 2000, Regal Cinemas defaulted under certain financial covenants contained in its former senior credit facilities and its equipment financing facilities.

        In October 2001, Regal Cinemas filed a prepackaged plan of reorganization, which we refer to as the Plan, pursuant to which the holders of debt under Regal Cinemas' former senior credit facilities agreed to exchange certain of their pre-petition claims in respect of Regal Cinemas' senior debt of approximately $725.0 million for 100% of its newly-issued common stock. Other principal terms of the Plan included:

•

cash payment in full of all principal and accrued and unpaid interest existing under Regal Cinemas' former senior credit facility for all those holders of that debt who did not agree to exchange that debt for newly-issued common stock;



•

reinstatement, surrender of collateral in respect of or cash payment in full of all other secured claims, relating primarily to Regal Cinemas' former equipment financing facility;



•

satisfaction and retirement of Regal Cinemas' outstanding subordinated debt by a cash payment equal to approximately 20% of the par amount outstanding; and



•

distributions to the holders of general unsecured claims of 100% of such holder's allowed claim.

        The Plan was confirmed on December 7, 2001, and Regal Cinemas emerged from bankruptcy on January 29, 2002 with Anschutz having acquired a controlling equity interest.

        As a result of the restructuring of our balance sheet, we have reduced our long-term debt from approximately $2.0 billion as of December 28, 2000, to approximately $724.2 million as of March 28, 2002, on a pro forma combined basis. In addition, consolidated interest expense was approximately $180.0 million in 2000 compared to approximately $62.9 million and $15.3 million for the year ended December 27, 2001 and the quarter ended March 28, 2002, respectively, on a pro forma combined basis.

        In addition to restructuring our balance sheet, we engaged in a rigorous theatre-by-theatre review of our theatre portfolio and implemented a portfolio rationalization program to enhance our theatre-level profitability. Since July 2000, we closed 128 theatres with an aggregate of 942 screens. In addition, we renegotiated leases at over 50 of our continuing theatres and, as a result, obtained rent reductions or lease termination rights at them. We refer to Regal Cinemas' reorganization under the Plan as the Reorganization.

        Upon the emergence of Regal Cinemas from the Reorganization, those holders of Regal Cinemas' newly issued common stock exchanged their shares of common stock in the reorganized Regal Cinemas for our shares. As a result of this transaction, Regal Cinemas became our subsidiary.

26

THE FORMATION OF REGAL ENTERTAINMENT AND EDWARDS TRANSACTION

Formation of Regal Entertainment

        On April 12, 2002 Regal Entertainment issued shares of its Class B common stock to Anschutz in exchange for Anschutz's controlling equity interests in us, United Artists Theatre Company, Edwards Theatres and Regal CineMedia. Oaktree's Principal Activities Group exchanged its capital stock of us and Edwards Theatres for shares of Class B common stock of Regal Entertainment. All other stockholders of United Artists Theatre Company, Edwards Theatres and Regal CineMedia party to an exchange agreement with Regal Entertainment received Class A common stock of Regal Entertainment in exchange for our capital stock and the capital stock of United Artists Theatre Company, Edwards Theatres and Regal CineMedia. As a result of these contributions and exchanges, we, Edwards Theatres and Regal CineMedia became wholly owned subsidiaries of Regal Entertainment and United Artists Theatre Company became approximately a 90% owned subsidiary of Regal Entertainment. Anschutz holds approximately 80% and Oaktree's Principal Activities Group holds approximately 17% of the voting stock of Regal Entertainment.

        Also on April 12, 2002, in connection with these contributions and exchanges, the holders
of our outstanding options received replacement options to purchase 6,544,596 shares of Regal Entertainment's Class A common stock at prices ranging from $4.44 to $12.87 per share.

Edwards Transaction

        On April 17, 2002, Regal Cinemas acquired the capital stock of Edwards Theatres from Regal Entertainment Holdings for approximately $272.5 million. Because we are under common control with Edwards Theatres, the Edwards Transaction has been accounted for as a contribution of Edwards Theatres to us by Regal Entertainment Holdings, and as such has been accounted for at the cost basis of Edwards Theatres. Regal Cinemas used a combination of debt and cash on hand to consummate the Edwards Transaction. The debt consisted of approximately $150 million of our senior subordinated notes issued in April 2002.

        Edwards Theatres is a leading motion picture exhibitor operating 47 theatres and 554 screens in California, 3 theatres and 49 screens in Idaho and 2 theatres and 47 screens in Texas. We believe that Edwards Theatres' asset base is characterized by high quality, modern theatres with dominant market presence in southern California. After spending over $200 million in capital expenditures since 1997, Edwards Theatres has one of the most modern circuits in the industry and we believe Edwards Theatres does not require significant reinvestments in order to maintain its operations. Since 1997, 65% of Edwards Theatres' screens have been built or upgraded. Furthermore, 78% of their screens are located in theatres that feature stadium seating and digital sound, 86% of their screens are located in theatres with 10 or more screens and their theatres have an average of 12.5 screens per location.

        On a historical basis for fiscal 2001, Edwards Theatres generated total revenue, EBITDA and EBITDA margin of $352.0 million, $53.3 million and 15.1%. In addition, Edwards Theatres generates EBITDA per screen that is among the highest of reporting major exhibitors of motion pictures. For fiscal 2001, Edwards Theatres generated EBITDA per screen of approximately $82,000.

        We believe that Edwards Theatres' theatre circuit will strengthen our position in markets in which we currently have limited presence, improve the overall quality of our theatre circuit and expand our customer base. On a pro forma combined basis at March 28, 2002, we operated 4,267 screens in 350 theatres in 34 states. 73% of our screens are located in theatres that feature stadium seating and digital sound, 83% of our screens are located in theatres with 10 or more screens and our theatres have an average of 12.1 screens per location. For the fiscal year ended December 27, 2001 on a pro forma combined basis, we generated total revenues, EBITDA and EBITDA margin of $1,456.3 million, $275.5 million and 18.9%. For the quarter ended March 28, 2002, on a pro forma combined basis, we generated total revenues, EBITDA and EBITDA margins of $398.4 million, $95.9 million, and 24.1%, respectively. We believe we can generate cost savings and operating synergies as we integrate Edwards Theatres into our existing business. We expect to realize these cost savings primarily from the reduction of cost of concessions and general and administrative costs related to the elimination of redundant operations.

27

CAUTIONARY STATEMENT REGARDING FORWARD-LOOKING STATEMENTS

        This prospectus contains "forward-looking statements" based on our current expectations, assumptions, estimates and projections about our business and our industry. When used in this prospectus, the words "expect," "anticipate," "intend," "plan," "believe," "seek," "estimate" and similar expressions are generally intended to identify forward-looking statements. These forward-looking statements involve risks and uncertainties, some of which are beyond our control.

        Specific factors that might cause actual results to differ from our expectations and that may affect our ability to pay timely amounts due under the notes or that may affect the value of the notes include, but are not limited to:

•

reduced attendance at movies generally, a reduction in the number or diversity of popular movies released or an inability to successfully license and exhibit popular films;



•

competitive pressures from other motion picture exhibitors;



•

increased costs of operation, such as increased film licensing costs, rising cost of concessions or increases in hourly wages;



•

adverse determinations in lawsuits to which we are a party or legal or regulatory actions under laws that substantially affect our business, such as the Americans with Disabilities Act;



•

failure to successfully integrate our existing businesses or businesses that we acquire in the future;



•

reduced marketing of films by movie studios;



•

increased capital expenditures caused by a change in consumer preferences for our current megaplex format;



•

a change in the cost of attending movies relative to alternative forms of entertainment;



•

reduced access to first run films as a result of competitors entering into a film licensing zone in which we are currently a sole exhibitor;



•

our dependence upon motion picture production and performance and our relationships with film distributors;



•

the seasonal fluctuations of our results of operations;



•

our substantial debt and lease obligations;



•

the availability and adequacy of our cash flow to meet our requirements, including payments of amounts due under the notes; or



•

our recent emergence from reorganization pursuant to the provisions of Chapter 11 of the United States Bankruptcy Code.

        If any of these events, or other events that we do not currently foresee, actually occur, our results of operations could differ materially from those anticipated in the forward-looking statements. Various factors more fully described under the heading "Risk Factors" and elsewhere in this prospectus could cause our results to differ from those forward-looking statements. Although we believe that the expectations reflected in the forward-looking statements are reasonable, we cannot guarantee future results, levels of activity, performance or achievements. In addition, we have no general duty to publicly update forward-looking statements, even if new information becomes available or other events occur in the future.

        This prospectus contains information regarding market share, market position and industry data pertaining to our business based on data and reports compiled by industry professional organizations and analysts, and our knowledge of our revenues and markets. Although we believe these sources are reliable, we have not independently verified this market data. This market data includes projections that are based on a number of assumptions. If any one or more of those assumptions turns out to be incorrect, actual results may differ materially from the projections based on these assumptions.

28

THE EXCHANGE OFFER

Purpose and Effect

        Concurrently with the sale of the old notes on January 29, 2002 and April 17, 2002, we entered into a registration rights agreement with the initial purchasers of the old notes, each of which requires us to file the registration statement under the Securities Act with respect to the exchange notes and, upon the effectiveness of the registration statement, offer to the holders of the old notes the opportunity to exchange their old notes for a like principal amount of exchange notes. The exchange notes will be issued without a restrictive legend and generally may be reoffered and resold without registration under the Securities Act. The registration rights agreements further provide that we must cause the registration statement to be declared effective by July 13, 2002 and must consummate the exchange offer no later than 30 business days after the registration statement has been declared effective.

        Except as described below, upon the completion of the exchange offer, our obligations with respect to the registration of the old notes and the exchange notes will terminate. Copies of the registration rights agreements have been filed as exhibits to the registration statement of which this prospectus is a part, and this summary of the material provisions of the registration rights agreements does not purport to be complete and is qualified in its entirety by reference to the complete registration rights agreements. As a result of the timely filing and the effectiveness of the registration statement, we will not have to pay certain liquidated damages on the old notes provided in the registration rights agreements. Following the completion of the exchange offer, holders of old notes not tendered will not have any further registration rights other than as set forth in the paragraphs below, and the old notes will continue to be subject to certain restrictions on transfer. Additionally, the liquidity of the market for the old notes could be adversely affected upon consummation of the exchange offer.

        In order to participate in the exchange offer, a holder must represent to us, among other things, that:

•

the exchange notes acquired pursuant to the exchange offer are being obtained in the ordinary course of business of the holder;



•

the holder is not engaging in and does not intend to engage in a distribution of the exchange notes;



•

the holder does not have an arrangement or understanding with any person to participate in the distribution of the exchange notes; and



•

the holder is not an "affiliate" of ours, as defined under Rule 405 under the Securities Act.

        Under certain circumstances specified in the registration rights agreements, we may be required to file a "shelf" registration statement for a continuous offer in connection with the old notes pursuant to Rule 415 under the Securities Act.

        Based on an interpretation by the staff of the SEC set forth in no-action letters of Exxon Capital Holdings Corporation (available April 13, 1988), Morgan Stanley & Co. Incorporated (available June 5, 1991) and Shearman & Sterling (available July 2, 1993), we believe that, with the exceptions set forth below, exchange notes issued in the exchange offer may be offered for resale, resold and otherwise transferred by the holder of exchange notes without compliance with the registration and prospectus delivery requirements of the Securities Act, unless the holder:

•

is our "affiliate" within the meaning of Rule 405 under the Securities Act;



•

is a broker-dealer who purchased old notes directly from us for resale under Rule 144A or any other available exemption under the Securities Act;

29

•

acquired the exchange notes other than in the ordinary course of the holder's business; or



•

the holder has an arrangement with any person to engage in the distribution of the exchange notes.

        Any holder who tenders in the exchange offer for the purpose of participating in a distribution of the exchange notes cannot rely on this interpretation by the staff of the SEC and must comply with the registration and prospectus delivery requirements of the Securities Act in connection with a secondary resale transaction. Each broker-dealer that receives exchange notes for its own account in exchange for old notes, where such old notes were acquired by such broker-dealer as a result of market making activities or other trading activities, must acknowledge that it will deliver a prospectus in connection with any resale of such exchange notes. See "Plan of Distribution." Broker-dealers who acquired old notes directly from us and not as a result of market making activities or other trading activities may not rely on the SEC staff's interpretations discussed above or participate in the exchange offer, and must comply with the prospectus delivery requirements of the Securities Act in order to sell the old notes.

Terms of the Exchange Offer

        Upon the terms and subject to the conditions set forth in this prospectus and in the letter of transmittal, we will accept any and all old notes validly tendered and not withdrawn prior to 5:00 p.m., New York City time, on                        , 2002, or such date and time to which we extend the offer. We will issue $1,000 in principal amount of exchange notes in exchange for each $1,000 principal amount of outstanding old notes accepted in the exchange offer. Holders may tender some or all of their old notes pursuant to the exchange offer. However, old notes may be tendered only in integral multiples of $1,000 in principal amount.

        The exchange notes will evidence the same debt as the old notes and will be issued under the terms of, and entitled to the benefits of, the indenture relating to the old notes.

        This prospectus, together with the letter of transmittal, is being sent to the registered holder and to others believed to have beneficial interests in the old notes. We intend to conduct the exchange offer in accordance with the applicable requirements of the Securities Exchange Act of 1934 and the rules and regulations of the SEC promulgated under the Securities Exchange Act of 1934. You do not have any appraisal or dissenters' rights in connection with the exchange offer under the Delaware General Corporation Law or the indenture.

        We will be deemed to have accepted validly tendered old notes when, as and if we have given oral or written notice thereof to U.S. Bank National Association, the exchange agent. The exchange agent will act as agent for the tendering holders for the purpose of receiving the exchange notes from us. If any tendered old notes are not accepted for exchange because of an invalid tender, the occurrence of certain other events set forth under the heading "—Conditions to the Exchange Offer" or otherwise, certificates for any such unaccepted old notes will be returned, without expense, to the tendering holder of those old notes as promptly as practicable after the expiration date unless the exchange offer is extended.

        Holders who tender old notes in the exchange offer will not be required to pay brokerage commissions or fees or, subject to the instructions in the letter of transmittal, transfer taxes with respect to the exchange of old notes in the exchange offer. We will pay all charges and expenses, other than certain applicable taxes, applicable to the exchange offer. See "—Fees and Expenses."

Expiration Date; Extensions; Amendments

        The expiration date shall be 5:00 p.m., New York City time, on                        , 2002, unless we, in our sole discretion, extend the exchange offer, in which case the expiration date shall be the latest date and time to which the exchange offer is extended. We refer to this date, as it may be extended, as the

30

expiration date. In order to extend the exchange offer, we will notify the exchange agent and each registered holder of any extension by oral or written notice prior to 9:00 a.m., New York City time, on the next business day after the previously scheduled expiration date. We reserve the right, in our sole discretion:

•

to delay accepting any old notes, to extend the exchange offer or, if any of the conditions set forth under "—Conditions to Exchange Offer" shall not have been satisfied, to terminate the exchange offer, by giving oral or written notice of that delay, extension or termination to the exchange agent; or



•

to amend the terms of the exchange offer in any manner.

        In the event that we make a fundamental change to the terms of the exchange offer, we will file a post-effective amendment to the registration statement.

Procedures for Tendering

        Only a holder of old notes may tender the old notes in the exchange offer. Except as set forth under "—Book-Entry Transfer," to tender in the exchange offer a holder must complete, sign and date the letter of transmittal, or a copy of the letter of transmittal, have the signatures on the letter of transmittal guaranteed if required by the letter of transmittal and mail or otherwise deliver the letter of transmittal or copy to the exchange agent prior to the expiration date. In addition:

•

certificates for the old notes must be received by the exchange agent along with the letter of transmittal prior to the expiration date;



•

a timely confirmation of a book-entry transfer (a "Book-Entry Confirmation") of the old notes, if that procedure is available, into the exchange agent's account at The Depository Trust Company (the "Book-Entry Transfer Facility") following the procedure for book-entry transfer described below, must be received by the exchange agent prior to the expiration date; or



•

you must comply with the guaranteed delivery procedures described below.

        To be tendered effectively, the letter of transmittal and other required documents must be received by the exchange agent at the address set forth under "—Exchange Agent" prior to the expiration date.

        Your tender, if not withdrawn prior to 5:00 p.m., New York City time, on the expiration date, will constitute an agreement between you and us in accordance with the terms and subject to the conditions set forth herein and in the letter of transmittal.

The method of delivery of old notes and the letter of transmittal and all other required documents to the exchange agent is at your election and risk. Instead of delivery by mail, it is recommended that you use an overnight or hand delivery service. In all cases, sufficient time should be allowed to assure delivery to the exchange agent before the expiration date. No letter of transmittal or old notes should be sent to us. You may request your broker, dealer, commercial bank, trust company or nominee to effect these transactions for you.

        Any beneficial owner whose old notes are registered in the name of a broker, dealer, commercial bank, trust company, or other nominee and who wishes to tender should contact the registered holder promptly and instruct the registered holder to tender on the beneficial owner's behalf. If the beneficial owner wishes to tender on its own behalf, the beneficial owner must, prior to completing and executing the letter of transmittal and delivering the owner's old notes, either make appropriate arrangements to register ownership of the old notes in the beneficial owner's name or obtain a properly completed bond power from the registered holder. The transfer of registered ownership may take considerable time.

31

        Signatures on a letter of transmittal or a notice of withdrawal, as the case may be, must be guaranteed by an "eligible guarantor institution" within the meaning of Rule 17Ad-15 under the Securities Exchange Act of 1934 unless old notes tendered pursuant thereto are tendered:

•

by a registered holder who has not completed the box entitled "Special Registration Instruction" or "Special Delivery Instructions" on the letter of transmittal; or



•

for the account of an eligible guarantor institution.

        If signatures on a letter of transmittal or a notice of withdrawal, as the case may be, are required to be guaranteed, the guarantee must be by any eligible guarantor institution that is a member of or participant in the Securities Transfer Agents Medallion Program, the New York Stock Exchange Medallion Signature Program or an eligible guarantor institution.

        If the letter of transmittal is signed by a person other than the registered holder of any old notes listed in the letter of transmittal, the old notes must be endorsed or accompanied by a properly completed bond power, signed by the registered holder as that registered holder's name appears on the old notes.

        If the letter of transmittal or any old notes or bond powers are signed by trustees, executors, administrators, guardians, attorneys-in-fact, officers of corporations or others acting in a fiduciary or representative capacity, such persons should so indicate when signing, and evidence satisfactory to us of their authority to so act must be submitted with the letter of transmittal unless waived by us.

        All questions as to the validity, form, eligibility, including time of receipt, acceptance, and withdrawal of tendered old notes will be determined by us in our sole discretion, which determination will be final and binding. We reserve the absolute right to reject any and all old notes not properly tendered or any old notes our acceptance of which would, in the opinion of our counsel, be unlawful. We also reserve the right to waive any defects, irregularities or conditions of tender as to particular old notes. Our interpretation of the terms and conditions of the exchange offer, including the instructions in the letter of transmittal, will be final and binding on all parties. Unless waived, any defects or irregularities in connection with tenders of old notes must be cured within such time as we shall determine. Although we intend to notify holders of defects or irregularities with respect to tenders of old notes, neither we, the exchange agent, nor any other person shall incur any liability for failure to give that notification. Tenders of old notes will not be deemed to have been made until such defects or irregularities have been cured or waived. Any old notes received by the exchange agent that are not properly tendered and as to which the defects or irregularities have not been cured or waived will be returned by the exchange agent to the tendering holders, unless otherwise provided in the letter of transmittal, as soon as practicable following the expiration date, unless the exchange offer is extended.

        In addition, we reserve the right in our sole discretion to purchase or make offers for any old notes that remain outstanding after the expiration date or, as set forth under "—Conditions to the Exchange Offer," to terminate the exchange offer and, to the extent permitted by applicable law, purchase old notes in the open market, in privately negotiated transactions, or otherwise. The terms of any such purchases or offers could differ from the terms of the exchange offer.

        By tendering, you will be representing to us that, among other things:

•

the exchange notes acquired in the exchange offer are being obtained in the ordinary course of business of the person receiving such exchange notes, whether or not such person is the registered holder;



•

you are not engaging in and do not intend to engage in a distribution of the exchange notes;



•

you do not have an arrangement or understanding with any person to participate in the distribution of such exchange notes; and

32

•

you are not our "affiliate," as defined under Rule 405 of the Securities Act.

        In all cases, issuance of exchange notes for old notes that are accepted for exchange in the exchange offer will be made only after timely receipt by the exchange agent of certificates for such old notes or a timely Book-Entry Confirmation of such old notes into the exchange agent's account at the Book-Entry Transfer Facility, a properly completed and duly executed letter of transmittal or, with respect to The Depository Trust Company and its participants, electronic instructions in which the tendering holder acknowledges its receipt of and agreement to be bound by the letter of transmittal, and all other required documents. If any tendered old notes are not accepted for any reason set forth in the terms and conditions of the exchange offer or if old notes are submitted for a greater principal amount than the holder desires to exchange, such unaccepted or non-exchanged old notes will be returned without expense to the tendering holder or, in the case of old notes tendered by book-entry transfer into the exchange agent's account at the Book-Entry Transfer Facility according to the book-entry transfer procedures described below, those nonexchanged old notes will be credited to an account maintained with that Book-Entry Transfer Facility, in each case, as promptly as practicable after the expiration or termination of the exchange offer.

        Each broker-dealer that receives exchange notes for its own account in exchange for old notes, where those old notes were acquired by such broker-dealer as a result of market making activities or other trading activities, must acknowledge that it will deliver a prospectus in connection with any resale of those exchange notes. See "Plan of Distribution."

Book-Entry Transfer

        The exchange agent will make a request to establish an account with respect to the old notes at the Book-Entry Transfer Facility for purposes of the exchange offer within two business days after the date of this prospectus, and any financial institution that is a participant in the Book-Entry Transfer Facility's systems may make book-entry delivery of old notes being tendered by causing the Book-Entry Transfer Facility to transfer such old notes into the exchange agent's account at the Book-Entry Transfer Facility in accordance with that Book-Entry Transfer Facility's procedures for transfer. However, although delivery of old notes may be effected through book-entry transfer at the Book-Entry Transfer Facility, the letter of transmittal or copy of the letter of transmittal, with any required signature guarantees and any other required documents, must, in any case other than as set forth in the following paragraph, be transmitted to and received by the exchange agent at the address set forth under "—Exchange Agent" on or prior to the expiration date or the guaranteed delivery procedures described below must be complied with.

        The Depository Trust Company's Automated Tender Offer Program, or ATOP, is the only method of processing exchange offers through The Depository Trust Company. To accept the exchange offer through ATOP, participants in The Depository Trust Company must send electronic instructions to The Depository Trust Company through The Depository Trust Company's communication system instead of sending a signed, hard copy letter of transmittal. The Depository Trust Company is obligated to communicate those electronic instructions to the exchange agent. To tender old notes through ATOP, the electronic instructions sent to The Depository Trust Company and transmitted by The Depository Trust Company to the exchange agent must contain the character by which the participant acknowledges its receipt of and agrees to be bound by the letter of transmittal.

Guaranteed Delivery Procedures

        If a registered holder of the old notes desires to tender old notes and the old notes are not immediately available, or time will not permit that holder's old notes or other required documents to

33

reach the exchange agent prior to 5:00 p.m., New York City time, on the expiration date, or the procedure for book-entry transfer cannot be completed on a timely basis, a tender may be effected if:

•

the tender is made through an eligible guarantor institution;



•

prior to 5:00 p.m., New York City time, on the expiration date, the exchange agent receives from that eligible guarantor institution a properly completed and duly executed letter of transmittal or a facsimile of duly executed letter of transmittal and notice of guaranteed delivery, substantially in the form provided by us, by telegram, telex, fax transmission, mail or hand delivery, setting forth the name and address of the holder of old notes and the amount of the old notes tendered and stating that the tender is being made by guaranteed delivery and guaranteeing that within three New York Stock Exchange, Inc., or NYSE, trading days after the date of execution of the notice of guaranteed delivery, the certificates for all physically tendered old notes, in proper form for transfer, or a Book-Entry Confirmation, as the case may be, will be deposited by the eligible guarantor institution with the exchange agent; and



•

the certificates for all physically tendered old notes, in proper form for transfer, or a Book-Entry Confirmation, as the case may be, are received by the exchange agent within three NYSE trading days after the date of execution of the notice of guaranteed delivery.

Withdrawal Rights

        Tenders of old notes may be withdrawn at any time prior to 5:00 p.m., New York City time, on the expiration date.

        For a withdrawal of a tender of old notes to be effective, a written or, for The Depository Trust Company participants, electronic ATOP transmission notice of withdrawal, must be received by the exchange agent at its address set forth under "—Exchange Agent" prior to 5:00 p.m., New York City time, on the Expiration Date. Any such notice of withdrawal must:

•

specify the name of the person having deposited the old notes to be withdrawn;



•

identify the old notes to be withdrawn, including the certificate number or numbers and principal amount of such old notes;



•

be signed by the holder in the same manner as the original signature on the letter of transmittal by which such old notes were tendered, including any required signature guarantees, or be accompanied by documents of transfer sufficient to have the trustee register the transfer of such old notes into the name of the person withdrawing the tender; and



•

specify the name in which any such old notes are to be registered, if different from that of the person having deposited the old notes to be withdrawn.

        All questions as to the validity, form, eligibility and time of receipt of such notices will be determined by us, whose determination shall be final and binding on all parties. Any old notes so withdrawn will be deemed not to have been validly tendered for exchange for purposes of the exchange offer. Any old notes that have been tendered for exchange, but that are not exchanged for any reason, will be returned to the holder of those old notes without cost to that holder as soon as practicable after withdrawal, rejection of tender, or termination of the exchange offer. Properly withdrawn old notes may be retendered by following one of the procedures under "—Procedures for Tendering" at any time on or prior to the Expiration Date.

Conditions to the Exchange Offer

        Notwithstanding any other provision of the exchange offer, we will not be required to accept for exchange, or to issue exchange notes in exchange for, any old notes and may terminate or amend the

34

exchange offer if at any time before the acceptance of those old notes for exchange or the exchange of the exchange notes for those old notes, we determine that the exchange offer violates applicable law, any applicable interpretation of the staff of the SEC or any order of any governmental agency or court of competent jurisdiction.

        The foregoing conditions are for our sole benefit and may be asserted by us regardless of the circumstances giving rise to any such condition or may be waived by us in whole or in part at any time and from time to time in our sole discretion. The failure by us at any time to exercise any of the foregoing rights shall not be deemed a waiver of any of those rights and each of those rights shall be deemed an ongoing right which may be asserted at any time and from time to time.

        In addition, we will not accept for exchange any old notes tendered, and no exchange notes will be issued in exchange for those old notes, if at such time any stop order shall be threatened or in effect with respect to the registration statement of which this prospectus constitutes a part or the qualification of the indenture under the Trust Indenture Act of 1939. In any of those events we are required to use every reasonable effort to obtain the withdrawal of any stop order at the earliest possible time.

Exchange Agent

        All executed letters of transmittal should be directed to the exchange agent. U.S. Bank National Association has been appointed as exchange agent for the exchange offer. Questions, requests for assistance and requests for additional copies of this prospectus or of the letter of transmittal should be directed to the exchange agent addressed as follows:

By Registered or Certified Mail:
U.S. Bank National Association
180 East Fifth Street
St. Paul, MN 55101
Attention: Specialized Finance Group-4th Floor
Reference: Regal Cinemas
Corporation By Hand Delivery or
Overnight Courier
U.S. Bank National Association
180 East Fifth Street
St. Paul, MN 55101
Attention: Specialized Finance Group-4th Floor
Reference: Regal Cinemas
Corporation By Facsimile
(Eligible Institutions Only)
(651) 244-1537
Attention: Specialized Finance Group-4th Floor
Reference: Regal Cinemas
Corporation

For Information or Confirmation by Telephone: (800) 934-6802

        Originals of all documents sent by facsimile should be sent promptly by registered or certified mail, by hand or by overnight delivery service.

Fees And Expenses

        We will not make any payments to brokers, dealers or others soliciting acceptances of the exchange offer. The principal solicitation is being made by mail; however, additional solicitations may be made in person or by telephone by our officers and employees. The estimated cash expenses to be incurred in connection with the exchange offer will be paid by us and will include fees and expenses of the exchange agent, accounting, legal, printing and related fees and expenses.

Transfer Taxes

        Holders who tender their old notes for exchange will not be obligated to pay any transfer taxes in connection with that tender or exchange, except that holders who instruct us to register exchange notes in the name of, or request that old notes not tendered or not accepted in the exchange offer be returned to, a person other than the registered tendering holder will be responsible for the payment of any applicable transfer tax on those old notes.

35

Accounting Treatment

        We will not recognize any gain or loss for accounting purposes upon consummation of the exchange offer. We will amortize the expense of the exchange offer over the term of the exchange notes under generally accepted accounting principles.

USE OF PROCEEDS

        The exchange offer is intended to satisfy our obligations under the registration rights agreements. We will not receive any cash proceeds from the issuance of the exchange notes. In consideration for issuing the exchange notes as contemplated in this prospectus, we will receive, in exchange, an equal number of outstanding old notes in like principal amount. The form and terms of the exchange notes are identical in all material respects to the form and terms of the old notes. The outstanding old notes surrendered in exchange for the exchange notes will be retired and marked as cancelled and cannot be reissued.

        The gross proceeds from the initial offering of $200.0 million of old notes, along with borrowings of $270.0 million under our senior credit facilities and cash then on hand, were used to make the distributions provided for under Regal Cinemas' plan of reorganization, including repayment of Regal Cinemas' old senior credit facilities, payments to Regal Cinemas' bondholders and holders of general unsecured claims, and redemptions of equipment financings, and to pay related fees and expenses. See "The Reorganization."

        The gross proceeds from the second offering of $150.0 million of old notes and cash then on hand were used to consummate the Edwards Transaction and to pay related fees and expenses. See "The Formation of Regal Entertainment and Edwards Transaction—Edwards Transaction."

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CAPITALIZATION

        The following table shows our capitalization at March 28, 2002 on a historical and on a pro forma combined basis. The pro forma combined presentation includes:

•

the contribution to us of Edwards Theatres in the Edwards Transaction;



•

our issuance of $150 million principal amount of senior subordinated notes on April 17, 2002 and our use of proceeds therefrom including the redemption of Edwards Theatres' preferred stock and the repayment of Edwards Theatres' bank and subordinated debt; and



•

the contribution of our shares by our stockholders to Regal Entertainment and the exchange of options and the related basis adjustment to our financial statements reflecting Regal Entertainment's purchase accounting.

		As of March 28, 2002
		Historical		Pro Forma Combined
		(in millions)
Total debt:
	Revolving credit facilities(1)	$	—	$	—
	Term credit facilities		270.0		270.0
	Senior subordinated notes		200.0		350.0
	Lease financing arrangements		99.1		99.1
	Other		5.1		5.1
Total debt			574.2		724.2
Total stockholders' equity			618.2		661.4
Total capitalization		$	1,192.4	$	1,385.6

(1)

As of [June 19], 2002, Regal Cinemas had $100.0 million of available borrowings under its senior credit facility.

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UNAUDITED PRO FORMA COMBINED FINANCIAL DATA

        The unaudited pro forma combined financial statements were derived from the consolidated financial statements of Regal Cinemas and Edwards Theatres. We were formed in January 2002. Upon Regal Cinemas emergence from bankruptcy, the stockholders of Regal Cinemas exchanged their shares of common stock in the reorganized Regal Cinemas for shares of our common stock. As a result of this transaction, Regal Cinemas became our wholly owned subsidiary. The unaudited pro forma combined financial statements represent our formation and the bankruptcy reorganization of Regal Cinemas, the contribution of Edwards Theatres to us and Edwards Theatres' bankruptcy reorganization and the estimated effects the use of proceeds from our issuance of $150 million principal amount of senior subordinated notes.

        The unaudited pro forma combined balance sheet data assumes that each of the following occurred as of March 28, 2002:

•

the contribution to us of Edwards Theatres in the Edwards transaction;


•

our issuance of $150 million principal amount of senior subordinated notes issued on April 17, 2002 and our use of proceeds therefrom including the redemption of Edwards Theatres preferred stock and the repayment of Edwards Theatres bank and subordinated debt; and


•

the contribution of our shares by our stockholders to Regal Entertainment and the exchange of options and the related basis adjustment to our financial statements reflecting Regal Entertainment's purchase accounting.

        The unaudited pro forma combined statements of operations data assumes that each of the following occurred at the beginning of Regal Cinemas' fiscal periods:

•

the elimination of operating results for theatres rejected or closed in connection with the bankruptcy reorganization of Regal Cinemas;


•

the acquisition by Anschutz of the controlling equity interests of Regal Cinemas;


•

the borrowings under our $270.0 million senior credit facility and our issuance of $200.0 million principal amount of senior subordinated notes on Regal Cinemas' emergence from bankruptcy and our use of proceeds therefrom;


•

the elimination of direct costs and other items associated with Regal Cinemas' bankruptcy reorganization;


•

the contribution to us of Edwards Theatres in the Edwards transaction;


•

our issuance of $150 million principal amount of senior subordinated notes issued on April 17, 2002 and the use of proceeds therefrom including the redemption of Edwards Theatres preferred stock and the repayment of Edwards Theatres bank and subordinated debt;


•

the contribution of our shares by our stockholders to Regal Entertainment and the exchange of options and the related basis adjustment to our financial statements reflecting Regal Entertainment's purchase accounting; and


•

the elimination of operating results for theatres rejected or closed in connection with the bankruptcy reorganization of Edwards Theatres and other bankruptcy related adjustments.

        All of the pro forma adjustments are based on available information and assumptions that management believes are reasonable. The notes to the unaudited pro forma combined statement of operations and balance sheet provide a detailed discussion of how such adjustments were derived and presented in the pro forma financial statements. The unaudited pro forma combined financial statements do not purport to represent what our results of operations or financial position would actually have been had the combination occurred on the date indicated, or to project our results of operations or financial position for any future period. The unaudited pro forma combined statement of operations does not reflect any synergies or other operating benefits that may be realized from the

38

integration of the operations nor does it include any pro forma adjustments or reduction in rent or other occupancy costs resulting from certain lease amendments entered into in connection with the bankruptcy proceedings. For financial reporting purposes, the inception date of the Reorganized Company is deemed to be January 24, 2002. As such, operating results and financial position for periods subsequent to January 24, 2002 are herein referred to as the "Reorganized Company" and for all periods ending on or prior to January 24, 2002 as the "Predecessor Company."

        The pro forma financial data set forth below should be read in conjunction with, and are qualified in their entirety by, the "The Reorganization," "The Formation of Regal Entertainment and Edwards Transaction," "Capitalization," "Unaudited Pro Forma Combined Financial Data," "Selected Historical Consolidated Financial Data," "Management's Discussion and Analysis of Financial Condition and Results of Operations" and the consolidated financial statements of Regal Cinemas and Edwards Theatres and the respective notes thereto included elsewhere in this prospectus.

39

REGAL CINEMAS CORPORATION

UNAUDITED PRO FORMA COMBINED BALANCE SHEET
As of March 28, 2002

			Regal Cinemas Corporation (1)		Edwards Theatres Historical (2)		Edwards Theatres Pro Forma Adjustments (3)			Contribution of Edwards Theatres and Formation of Regal Entertainment (4)			April 2002 Note Offering (5)		Pro Forma Combined
			(in millions)
Assets
Current assets:
	Cash and Cash Equivalents		$	156.0	$	38.5	$	—		$	(302.5	)	$	155.8	$	47.8
	Restricted Cash			—		23.6		(23.6	)		—			—		—
	Accounts receivable			2.6		0.6		—			—			—		3.2
	Construction receivables			1.6		—		—			—			—		1.6
	Inventories			2.9		1.1		—			—			—		4.0
	Prepaid and other current assets			23.1		8.4		—			—			—		31.5
	Assets held for sale			5.2		—		—			—			—		5.2
		Total current assets		191.4		72.2		(23.6	)		(302.5	)		155.8		93.3
Property and equipment, net				1,174.5		290.4		—			—			—		1,464.9
Goodwill, net of accumulated amortization				1.0		—		33.0			52.1			—		86.1
Other assets				25.5		—		—						2.5		28.0
Total assets			$	1,392.4	$	362.6	$	9.4		$	(250.4	)	$	158.3	$	1,672.3
Liabilities and Shareholders' Equity (Deficit)
Current liabilities:
	Current maturities of long-term obligations		$	15.7	$	14.7	$	—		$	(14.7	)	$	—	$	15.7
	Accounts payable			47.4		23.2		—			—			—		70.6
	Accrued expenses			61.4		23.3		—			—			3.0		87.7
	Bankruptcy related liabilities and claims			46.9		31.9		(23.6	)		—			—		55.2
		Total current liabilities		171.4		93.1		(23.6	)		(14.7	)		3.0		229.2
Long term obligations, less current maturities:
	Revolving and term credit facilities			259.6		—		—			—			—		259.6
	Senior subordinated notes			200.0		10.6		—			(10.6	)		150.0		350.0
	Other debt			—		165.3		—			(165.3	)		—		—
	Capital lease obligations			1.5		—		—			—			—		1.5
	Lease financing arrangements			97.4		—		—			—			—		97.4
	Other liabilities			2.0		23.6		—			—			5.3		30.9
	Deferred tax liability			42.3		—		—			—			—		42.3
		Total liabilities		774.2		292.6		(23.6	)		(190.6	)		158.3		1,010.9
Redeemable preferred stock				—		47.1		—			(47.1	)		—		—
Total shareholders' equity (deficit)				618.2		22.9		33.0			(12.7	)		—		661.4
		Total liabilities and shareholders' equity (deficit)	$	1,392.4	$	362.6	$	(9.4	)	$	(250.4	)	$	158.3	$	1,672.3

(See Accompanying Notes to Unaudited Pro Forma Combined Balance Sheet)

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REGAL CINEMAS CORPORATION
NOTES TO UNAUDITED PRO FORMA
COMBINED BALANCE SHEET
As of March 28, 2002

(1)

Represents the historical financial position of Regal Cinemas Corporation as of March 28, 2002.

(2)

Represents the historical financial position of Edwards Theatres as of March 28, 2002 as adjusted for the purchase accounting adjustments relating to the acquisition of a controlling equity interest in Edwards Theatres by Anschutz.

(3)

Represents pro forma adjustments to reflect (i) the acquisition of additional minority interests in Edwards Theatres purchased by Anschutz subsequent to December 27, 2001, (ii) the acquisition of the minority interest in Edwards Theatres held by the remaining shareholders of Edwards Theatres for shares of Regal Entertainment, and (iii) the payment of certain bankruptcy claims at March 28, 2002. The equity contributions have been reflected at fair value with any difference between fair value and the related minority interest liability reflected, on a preliminary basis, as goodwill in the combined pro forma balance sheet.

(4)

Represents the redemption of the preferred stock of Edwards Theatres held by non-Anschutz investors, repayment of the subordinated debt of Edwards Theatres held by non-Anschutz investors, the repayment of outstanding bank debt of Edwards Theatres and the settlement of certain obligations to Anschutz and funds retained by Regal Entertainment. See "Certain Transactions." Details of these transactions are as follows (in millions):

Total cash paid	$	302.5
Redemption of preferred stock of Edwards Theatres-non-Anschutz investors		(27.6	)
Repayment of subordinated debt of Edwards Theatres-non-Anschutz investors		(2.4	)
Repayment of the outstanding bank debt		(180.0	)
Settlement of certain obligations to Anschutz and funds retained by Regal Entertainment	$	92.5

Also reflects the contribution of our shares by our stockholders to Regal Entertainment and the exchange of options and the related basis adjustment to our financial statements reflecting Regal Entertainment's purchase accounting.

(5)

Represents the net proceeds of $155.8 million received from the offering of $150.0 million principal amount of our senior subordinated notes issued on April 17, 2002 as follows:

Principal amount of senior notes	$	150.0
Premium received on placement of debt non-current		5.3
Premium received (current) and payable for accrued interest		3.0
Total gross proceeds		158.3
Note issue costs		2.5
Net proceeds	$	155.8

41

REGAL CINEMAS CORPORATION
UNAUDITED PRO FORMA COMBINED STATEMENT OF OPERATIONS
For the Quarter Ended March 28, 2002

			Reorganized Company Nine Weeks Ended March 28, 2002 (1)			Predecessor Company Four Weeks Ended January 24, 2002 (2)			Regal Cinemas Corporation Pro Forma Adjustments (3)			Edwards Theatres Historical (4)			Edwards Theatres Pro Forma Adjustments (5)			April 2002 Note Offering (6)			Pro Forma Combined
			(in Millions)
Revenues:
	Admissions		$	137.2		$	75.1		$	—		$	64.6		$	—		$	—		$	276.9
	Concessions			55.5			29.5			—			24.0			—			—			109.0
	Other operating revenues			6.9			3.7			—			1.9			—			—			12.5
		Total revenues		199.6			108.3			—			90.5			—			—			398.4
Operating expenses:
	Film rental and advertising costs			69.3			38.1			—			33.8			—			—			141.2
	Cost of concessions and other			8.0			4.2			—			3.6			—			—			15.8
	Rent expense			21.6			10.5			—			10.5			—			—			42.6
	Other theatre operating expenses			47.4			24.1			—			18.9			—			—			90.4
	General and administrative expenses			5.6			2.6			—			4.3			—			—			12.5
	Merger expenses			1.4			—			—			—			—			—			1.4
	Legal and professional fees—restructuring related			0.1			—			—			5.7			(2.6	)		—			3.2
	Depreciation and amortization			12.9			6.4			0.1			6.9			—			—			26.3
	Theatre closing costs			0.1			0.1			—			0.1			—			—			0.3
	Gain on disposal of operating assets			(0.7	)		—			—			—			—			—			(0.7	)
	Loss on impairment of assets			—			0.5			—			—			—			—			0.5
		Total operating expenses		165.7			86.5			0.1			83.8			(2.6	)		—			333.5
Operating income (loss)				33.9			21.8			(0.1	)		6.7			2.6			—			64.9
Other income (expense):
	Interest expense			(8.0	)		(8.5	)		4.5			(3.0	)		3.0			(3.3	)		(15.3	)
	Interest income			—			—			—			0.1			—			—			0.1
Income (loss) before reorganization items, income taxes, and extraordinary item				25.9			13.3			4.4			3.8			5.6			(3.3	)		49.7
Reorganization items				—			(254.3	)		254.3			—			—			—			—
Income (loss) before income taxes and extraordinary item				25.9			(241.0	)		258.7			3.8			5.6			(3.3	)		49.7
Benefit from (provision for) income taxes(7)				(10.2	)		—			(6.6	)		(1.6	)		(2.2	)		1.3			(19.3	)
Income (loss) before extraordinary item			$	15.7		$	(241.0	)	$	252.1		$	2.2		$	3.4		$	(2.0	)	$	30.4

(See Accompanying Notes to Unaudited Pro Forma Combined Statement of Operations)

42

REGAL CINEMAS CORPORATION
Notes to Unaudited Pro Forma Combined Statement of Operations
For the Quarter Ended March 28, 2002

(1)

Represents the results of operations of Regal Cinemas Corporation for the nine weeks ended March 28, 2002 (Reorganized Company).

(2)

Represents the results of operations of Regal Cinemas Inc. for the four week period from December 28, 2001 to January 24, 2002 (Predecessor Company).

(3)

Represents (i) adjustments made to give effect of Regal Cinemas emergence from bankruptcy and the acquisition of a controlling equity interest by Anschutz that results in a reduction in depreciation and amortization expense for the write down in assets totaling $0.5 million and an increase in stock compensation of $0.6 million; (ii) adjustments to Regal Cinemas interest expense and amortization of deferred financing fees of $4.5 million resulting from the (a) extinguishment of the old Regal Cinemas senior credit facilities, senior subordinated notes and debentures, and equipment financing note; (b) $270 million of borrowings by Regal Cinemas under its senior credit facility; and (c) $200 million of proceeds from our senior subordinated notes offering in January 2002 and (iii) elimination of reorganization items.

(4)

Represents the results of operations of Edwards Theatres for the thirteen weeks ended March 28, 2002 adjusted for the acquisition of a controlling equity interest by Anschutz.

(5)

Represents the elimination of interest expense of Edwards Theatres following repayment of debt as a result of the contribution to Regal Cinemas and the elimination of reorganization expenses of Edwards Theatres.

(6)

Represents the recognition of interest expense, and related tax effect, we would have incurred on the $150.0 million senior subordinated notes we issued on April 17, 2002 had the notes been outstanding for the quarter ended March 28, 2002.

(7)

Represents the adjustments to reflect a composite income tax rate of 38.9% on a pro forma combined basis.

43

REGAL CINEMAS CORPORATION
UNAUDITED PRO FORMA COMBINED STATEMENT OF OPERATIONS
For the Year Ended December 27, 2001

			Regal Cinemas Corporation (1)		Regal Cinemas, Inc. Historical (2)			Regal Cinemas Corporation Adjustments (3)			Regal Cinemas Corporation Pro Forma Adjustments (4)			Edwards Theatres Historical (5)			Edwards Theatres Pro Forma Adjust ments (6)			April 2002 Note Offering (7)			Pro Forma Combined
			(in Millions)
Revenues:
	Admissions		$	—	$	799.8		$	(38.3	)	$	—		$	254.3		$	(3.9	)	$	—		$	1,011.9
	Concessions			—		321.3			(15.6	)		—			91.9			(1.2	)		—			396.4
	Other operating revenues			—		44.5			(2.1	)		—			5.8			(0.2	)		—			48.0
		Total revenues		—		1,165.6			(56.0	)		—			352.0			(5.3	)		—			1,456.3
Operating expenses:
	Film rental and advertising costs			—		432.4			(18.8	)		—			139.2			(2.0	)		—			550.8
	Cost of concessions and other			—		47.2			(2.9	)		—			14.7			(0.2	)		—			58.8
	Rent expense			—		140.4			(14.7	)		—			40.3			(1.4	)		—			164.6
	Other theatre operating expenses			—		297.8			(24.5	)		—			88.6			(2.8	)		—			359.1
	General and administrative expenses			—		31.6			—			—			15.9			—			—			47.5
	Legal and professional fees—restructuring related			—		20.8			(20.8	)		—			—			—			—			—
	Depreciation and amortization			—		91.0			(3.3	)		(9.9	)		27.5			(2.1	)		—			103.2	(9)
	Theatre closing costs			—		12.1			(12.1	)		—			1.9			(1.9	)		—			—
	Loss on disposal of operating assets			—		21.4			(21.4	)		—			18.2			(12.6	)		—			5.6
	Loss on impairment of assets			—		78.5			(35.0	)		—			—			—			—			43.5
		Total operating expenses		—		1,173.2			(153.5	)		(9.9	)		346.3			(23.0	)		—			1,333.1
Operating income (loss)				—		(7.6	)		97.5			9.9			5.7			17.7			—			123.2
Other income (expense):
	Interest expense			—		(174.2	)		2.9			121.5			(18.2	)		18.2			(13.1	)		(62.9	)
	Interest income			—		5.1			—			—			0.4			—			—			5.5
	Minority interest			—		—			—			—			—			—			(11.7	)		(11.7	)
Income (loss) before reorganization items, income taxes, and extraordinary item				—		(176.7	)		100.4			131.4			(12.1	)		35.9			(24.8	)		54.1
Reorganization items				—		(16.5	)		16.5			—			(19.5	)		19.5			—			—
Income (loss) before income taxes and extraordinary item				—		(193.2	)		116.9			131.4			(31.6	)		55.4			(24.8	)		54.1
Benefit from (provision for) income taxes(8)				—		—			—			(16.6	)		(0.1	)		(9.4	)		5.1			(21.0	)
Income (loss) before extraordinary item			$	—	$	(193.2	)	$	116.9		$	114.8		$	(31.7	)	$	46.0		$	(19.7	)	$	33.1

(See Accompanying Notes to Unaudited Pro Forma Combined Statement of Operations)

44

REGAL CINEMAS CORPORATION
Notes to Unaudited Pro Forma Combined Statement of Operations
For the Year Ended December 27, 2001

(1)

Regal Cinemas Corporation was formed in January 2002 and accordingly had no operations for the year ended December 27, 2001.

(2)

Represents the results of operations of Regal Cinemas and its subsidiaries for the fiscal year ended December 27, 2001. Upon emergence from bankruptcy, Regal Cinemas became our wholly owned subsidiary.

(3)

Represents direct operating revenues and expenses for the year ended December 27, 2001 attributable to theatres rejected or closed as a result of Regal Cinemas' bankruptcy proceedings and elimination of reorganization and restructuring items.

(4)

Represents (i) adjustments made to give effect of Regal Cinemas emergence from bankruptcy and the acquisition of a controlling equity interest by Anschutz that results in the elimination of historical amortization of goodwill totaling $10.4 million, a reduction in depreciation and amortization expense for the write down in assets totaling $2.0 million and an increase in stock compensation of $2.5 million, and (ii) adjustments to Regal Cinemas interest expense and amortization of deferred financing fees resulting from the (a) extinguishment of the old Regal Cinemas senior credit facilities, senior subordinated notes and debentures, and equipment financing note; (b) $270 million of borrowings by Regal Cinemas under its senior credit facility; and (c) $200 million of proceeds from our senior subordinated notes offering in January 2002 as follows (in millions):

		Year Ended December 27, 2001
Interest expense before amortization of deferred financing fees for new debt		$	33.7
Amortization of deferred financing fees			2.2
Elimination of previous interest expense under extinguished debt			(157.4	)
	Total adjustment	$	(121.5	)

(5)

Represents the results of operations of Edwards Theatres for the fiscal year ended December 27, 2001.

(6)

Represents bankruptcy and Anschutz acquisition related adjustments of Edwards Theatres including the elimination of the operating results of theatres rejected or closed through the bankruptcy proceedings, reorganization costs and interest expense including the reduction of interest expense of debt repaid as a result of acquisition by Regal Cinemas, and the elimination of interest expense and the related tax effect on the Edwards Theatres senior credit facility and the Edwards Theatres senior subordinated notes for the year ended December 27, 2001, as the Edwards Theatres senior credit facility and the Edwards Theatres senior subordinated notes are to be repaid with proceeds of the offering.

(7)

Represents (i) the recognition of interest expense, and related tax effect, we would have incurred on the $150.0 million senior subordinated notes issued by Regal Cinemas on April 17, 2002 had the notes been outstanding for the year ended December 27, 2001, and (ii) the recognition of the minority interest on the redemption of Edwards Theatres' preferred stock held by non-Anschutz investors.

(8)

Represents the adjustments to reflect a composite income tax rate of 38.9% on a pro forma combined basis.

(9)

Depreciation and amortization includes amortization of deferred stock-based compensation of approximately $2.5 million. Deferred stock-based compensation has been recorded based on the intrinsic value of $11.06 per share for the 6,544,596 shares subject to outstanding Regal Entertainment stock options. These options were issued in replacement of existing options of ours in conjunction with the exchange transaction at the exchange transaction value of $11.06 per share and based upon the cash purchase price of Edwards Theatres shares from third parties in arms-length transactions at that time.

45

SELECTED HISTORICAL CONSOLIDATED FINANCIAL DATA

        The selected historical consolidated financial data set forth below were derived from the consolidated financial statements of Regal Cinemas, Inc. The post-reorganization consolidated financial statements, which reflect the application of reorganization and purchase accounting have not been prepared on a consistent basis with the pre-reorganization financial statements and are not comparable in all respects to the financial statements prior to the reorganization. Accordingly, for periods prior to January 25, 2002, the assets and liabilities of Regal Cinemas and the related consolidated financial statements are referred to herein as "Predecessor Company," and for periods subsequent to January 24, 2002, the assets and liabilities of Regal Cinemas Corporation and the related consolidated financial statements are referred to herein as "Reorganized Company." The "Company" and "Regal Cinemas" refer to both Reorganized and Predecessor Company. The selected historical consolidated financial data as of and for the nine weeks ended March 28, 2002 were derived from the unaudited consolidated financial statements of Regal Cinemas Corporation. The selected historical consolidated financial data as of and for the four weeks ended January 24, 2002, and as of and for the quarter ended March 29, 2001 were derived from the unaudited consolidated financial statements of Regal Cinemas, Inc. and the notes thereto. The selected historical consolidated financial data as of and for the years ended December 27, 2001, December 28, 2000, December 30, 1999, December 31, 1998 and January 1, 1998 were derived from the audited consolidated financial statements of Regal Cinemas, Inc. and the notes thereto. Regal Cinemas Corporation was formed in January 2002 and therefore no historical financial data is available prior to that date. The report of Deloitte & Touche LLP, as of December 28, 2000 and December 27, 2001 and for the three years in the period ended December 27, 2001, has been included elsewhere in this prospectus. The unaudited quarterly results for the quarter ended March 28, 2002 and March 29, 2001, and for the four weeks ended January 24, 2002, are not necessarily indicative of results for the full year and should be read in conjunction with the consolidated financial statements of Regal Cinemas and notes thereto included elsewhere in this prospectus. The unaudited quarterly results for the quarter ended March 28, 2002 and March 29, 2001, and for the four weeks ended January 24, 2002, reflect all adjustments which are, in the opinion of management, necessary for a fair statement of the results for the interim periods presented. The selected historical consolidated financial data set forth below should be read in conjunction with, and are qualified in their entirety by, the "Unaudited Pro Forma Combined Financial Data," "Management's Discussion and Analysis of Financial Condition and Results of Operations" and Regal

46

Cinemas, Inc.'s consolidated financial statements and notes thereto included elsewhere in this prospectus.

			Regal Cinemas Corporation (Reorganized Company)			Regal Cinemas Inc. (Predecessor Company)
												Fiscal Year Ended
			Nine Weeks Ended March 28, 2002			Four Weeks Ended January 24, 2002
									Quarter Ended March 29, 2001			December 27, 2001			December 28, 2000			December 30, 1999			December 31, 1998			January 1, 1998
			(Dollars in millions)
Statement of Operations Data:
Revenues:
	Admissions		$	137.2		$	75.1		$	200.7		$	799.8		$	767.1		$	690.5		$	462.8		$	325.1
	Concessions			55.5			29.5			76.1			321.3			310.2			285.7			202.4			137.2
	Other			6.9			3.7			10.3			44.5			53.4			60.9			41.8			21.3
		Total revenues		199.6			108.3			287.1			1,165.6			1,130.7			1,037.1			707.0			483.6
Operating expenses:
	Film rental and advertising costs			69.3			38.1			99.9			432.4			421.6			384.9			251.3			178.2
	Cost of concessions			8.0			4.2			11.2			47.2			49.0			44.3			31.7			21.1
	Other theatre operating expenses			69.0			34.6			117.9			438.2			446.4			377.7			241.7			156.5
	General and administrative expenses			5.6			2.6			7.2			31.6			32.7			32.1			20.4			16.6
	Legal and professional fees related to restructuring			0.1			—			2.5			20.8			4.9			—			—			—
	Depreciation and amortization			12.9			6.4			23.4			91.0			95.7			80.8			52.4			30.5
	Merger expenses			1.4			—			—			—			—			—			—			7.8
	Recapitalization expense			—			—			—			—			—			—			65.7			—
	Theatre closing costs			0.1			0.1			25.4			12.1			55.8			4.3			—			—
	(Gain) loss on disposal of operating assets			(0.7	)		—			7.1			21.4			20.9			16.8			0.9			—
	Loss on impairment of assets (1)			—			0.5			37.0			78.5			113.7			98.6			67.9			5.0
		Total operating expenses		165.7			86.5			331.6			1,173.2			1,240.7			1,039.5			732.0			415.7
Operating income (loss)			$	33.9		$	21.8		$	(44.5	)	$	(7.6	)	$	(110.0	)	$	(2.4	)	$	(25.0	)	$	67.9
Net income (loss)			$	15.7		$	420.8		$	(92.7	)	$	(171.5	)	$	(366.5	)	$	(88.5	)	$	(73.5	)	$	25.2
Other Financial Data:
EBITDA (2)			$	47.7		$	28.8		$	50.9		$	216.2		$	181.0		$	198.1		$	161.9		$	111.2
EBITDA margin (3)				23.9	%		26.6	%		17.7	%		18.5	%		16.0	%		19.1	%		22.9	%		23.0	%
Capital expenditures			$	7.9		$	2.0		$	7.4		$	33.6		$	148.8		$	435.8		$	286.4		$	178.1
Cash flow provided by (used in) operating activities				7.2			(60.9	)		(14.1	)		152.0			(3.6	)		92.7			45.1			64.0
Cash flow used in investing activities				(7.0	)		(1.6	)		(1.9	)		(23.3	)		(62.3	)		(435.9	)		(296.2	)		(202.3	)
Cash flow provided by (used in) financing activities				(0.3	)		(1.7	)		(0.8	)		(9.9	)		144.2			363.2			253.4			139.6
Ratio of earnings to fixed charges				2.7x			—			—			—			—			—			—			2.5x
Deficiency of earnings to cover fixed charges			$	—		$	241.1		$	92.9		$	193.6		$	291.1		$	145.4		$	90.0			—

47

	Regal Cinemas Corporation		Regal Cinemas, Inc.
								Fiscal Year Ended
	Nine Weeks Ended March 28, 2002		Four Weeks Ended January 24, 2002		Quarter Ended March 29, 2001
								December 27, 2001			December 28, 2000			December 30, 1999		December 31, 1998		January 1, 1998
	(In millions, except Operating Data)
Operating Data:
Theatres at period end		298		302		354			304			391			430		403		256
Screens at period end		3,617		3,655		4,067			3,662			4,328			4,413		3,573		2,306
Average screens per theatre		12.1		12.1		11.5			12.0			11.1			10.3		8.9		9.0
Attendance (in millions)		24.0		13.2		36.4			142.3			143.1			141.0		102.6		76.3
Average ticket price	$	5.72	$	5.69	$	5.51		$	5.62		$	5.36		$	4.90	$	4.51	$	4.26
Average concessions per patron		2.31		2.23		2.09			2.26			2.17			2.03		1.97		1.80
Balance Sheet Data:
Cash and cash equivalents	$	156.0	$	166.7	$	102.0		$	237.7		$	118.8		$	40.6	$	20.6	$	18.4
Total assets		1,392.4		1,402.7		1,913.7			1,870.4			1,991.1			2,080.2		1,660.5		660.7
Total debt		574.2		574.5		2,258.7			1,922.5			1,998.5			1,779.7		1,341.1		288.6
Shareholders' equity (deficit)		618.2		602.5		(345.0	)		(423.9	)		(252.4	)		114.2		202.6		306.6

(1)

Reflects non-cash charges for the impairment of long-lived assets in accordance with Statement of Financial Accounting Standards No. 121 "Accounting for the Impairment of Long-Lived Assets and Long-Lived Assets to be Disposed of."

(2)

EBITDA represents operating income (loss) from continuing operations before depreciation and amortization expense, (loss) gain on disposal of operating assets, loss on impairment of assets, theatre closing costs, lease exit and restructure costs, legal and professional fees related to restructuring and merger and recapitalization expenses. We have included EBITDA in these data because we believe it to be a measure commonly used by investors to analyze and compare companies in our industry. EBITDA is not a measurement of financial performance under generally accepted accounting principles and should not be considered in isolation or construed as a substitute for net income or other operations data or cash flow data prepared in accordance with generally accepted accounting principles for purposes of analyzing our profitability or liquidity. EBITDA, as we calculate it, may not be comparable to similarly titled measures reported by other companies.

        EBITDA is calculated as follows:

		Regal Cinemas Corporation			Regal Cinemas, Inc.
										Fiscal Year Ended
		Nine Weeks Ended March 28, 2002			Four Weeks Ended January 24, 2002		Quarter Ended March 29, 2001
										December 27, 2001			December 28, 2000			December 30, 1999			December 31, 1998			January 1, 1998
		(in millions)
Operating income (loss)		$	33.9		$	21.8	$	(44.5	)	$	(7.6	)	$	(110.0	)	$	(2.4	)	$	(25.0	)	$	67.9
Depreciation and amortization			12.9			6.4		23.4			91.0			95.7			80.8			52.4			30.5
(Gain) loss on disposal of operating assets			(0.7	)		—		7.1			21.4			20.9			16.8			0.9			—
Loss on impairment of assets			—			0.5		37.0			78.5			113.7			98.6			67.9			5.0
Theatre closing costs			0.1			0.1		25.4			12.1			55.8			4.3			—			—
Legal and professional fees, restructuring related			0.1			—		2.5			20.8			4.9			—			—			—
Merger and recapitalization expense			1.4			—		—			—			—			—			65.7			7.8
	EBITDA	$	47.7		$	28.8	$	50.9		$	216.2		$	181.0		$	198.1		$	161.9		$	111.2

(3)

Defined as EBITDA as a percentage of total revenues.

48

MANAGEMENT'S DISCUSSION AND ANALYSIS
OF FINANCIAL CONDITION AND RESULTS OF OPERATIONS

The following discussion and analysis of the financial condition and results of operations should be read in conjunction with our and Regal Cinemas' consolidated financial statements and notes thereto included elsewhere in this prospectus. Except with respect to the "Combined Company" results of operations presentation for the first quarter 2002, for all periods reported prior to or on January 24, 2002, this discussion relates to the operations of Regal Cinemas and its subsidiaries prior to Regal Cinemas' emergence from bankruptcy and the acquisition by Anschutz of its controlling equity interest in Regal Cinemas. Except with respect to the "Combined Company" results of operations presentation for the first quarter 2002, this discussion relates to the operations of Regal Cinemas Corporation and its subsidiaries, including Regal Cinemas, after the deemed date that Regal Cinemas emerged from bankruptcy and Anschutz acquired its controlling equity interest in Regal Cinemas. With respect to the "Combined Company" results of operations presentation for the first quarter 2002, the operating results of Regal Cinemas for the four weeks ended January 24, 2002 have been combined with the operating results of Regal Cinemas Corporation, which include the operating results of Regal Cinemas, for the nine weeks ended March 28, 2002. While the actual date that Regal Cinemas emerged from bankruptcy and Anschutz acquired its controlling equity interest in Regal Cinemas was January 29, 2002, for financial reporting purposes the date is deemed to be January 24, 2002. Regal Cinemas Corporation was organized solely to acquire and hold the shares of common stock of Regal Cinemas. This discussion contains forward-looking statements and involves numerous risks and uncertainties, including but not limited to, those described in the "Risk Factors" section of this prospectus. Our actual results may differ materially from those contained in any forward-looking statements.

Overview

        We are a leading domestic motion picture exhibitor and operate the largest theatre circuit in the United States, based on the number of screens operated. We were formed in 1989 by Michael Campbell, who has served as our Chief Executive Officer since inception. From the acquisition of our first theatre in 1990, we have consistently grown revenues by the development, acquisition and successful operation of theatre assets. The following table summarizes our change in theatres and screens for the periods presented:

		Regal Cinemas Corporation		Regal Cinemas, Inc.
								Fiscal Year Ended
		Nine Weeks Ended March 28, 2002		Four Weeks Ended January 24, 2002		Quarter Ended March 29, 2001
								December 27, 2001		December 28, 2000		December 30, 1999
Theatres
	Beginning of period	302		304		391		391		430		403
	Developed	—		—		1		3		16		54
	Acquired	—		—		—		—		—		4
	Closed	(4	)	(2	)	(38	)	(90	)	(55	)	(31	)
	End of period	298		302		354		304		391		430
Screens
	Beginning of period	3,655		3,662		4,328		4,328		4,413		3,573
	Developed	—		—		16		40		255		932
	Acquired	—		—		—		—		—		45
	Closed	(38	)	(7	)	(277	)	(706	)	(340	)	(137	)
	End of period	3,617		3,655		4,067		3,662		4,328		4,413

49

Reorganization

        Over the past several years, film exhibition companies, including us, embarked on aggressive programs of rapidly building state-of-the-art theatre complexes in an effort to increase overall industry attendance. These aggressive new building strategies generated significant competition, resulted in a sharp increase in the number of screens operating and rendered many theatres obsolete more rapidly than anticipated. The addition of new theatres and screens, together with the fact that many of the obsolete theatres were leased under long-term commitments and could not be closed quickly, produced an oversupply of screens throughout the exhibition industry at a rate much quicker than the industry could effectively handle. The industry overcapacity coupled with declining national box office attendance severely impacted the operating results of many film exhibitors during 2000. As a result, many film exhibitors began to report severe liquidity concerns, defaults under credit facilities, renegotiations of financial covenants and bankruptcy filings.

        The industry dynamics severely affected Regal Cinemas and its results of operations deteriorated during 2000. From 1998 to 2000, Regal Cinemas invested over $870 million in capital expenditures for the construction of new movie theatres financed primarily through additional debt. As a result, Regal Cinemas had approximately $2.0 billion in principal amount of debt at December 28, 2000. Regal Cinemas generated EBITDA of $181.0 million, which resulted in a ratio of total debt to EBITDA of 11.0:1. As a result of this leverage, in the fourth quarter of 2000, Regal Cinemas defaulted under certain financial covenants contained in Regal Cinemas' previous senior credit facilities and equipment financing facility.

        As a result of the default under our former senior credit facilities, Regal Cinemas was prohibited from making interest payments on its 9¹/2% senior subordinated notes due 2008 (the "Former Regal Notes") and 8⁷/8% senior subordinated notes due 2010 (the "Former Regal Debentures") due on December 1, 2000 and December 15, 2000, respectively. As a result of the interest payment defaults, Regal Cinemas defaulted under the indentures related to those notes. In May 2001, the holders of Regal Cinemas' debt under its former senior credit facilities and these former notes accelerated the maturity of all of the outstanding indebtedness under their respective agreements.

        Following these events, on September 6, 2001, Regal Cinemas began soliciting consents from the holders of the Former Regal Notes and Former Regal Debentures and Regal Cinemas' general unsecured creditors for the approval of the Plan, which was the product of negotiations between Regal Cinemas and its equity investors who, at that time, held a significant portion of Regal Cinemas' senior debt and senior subordinated notes. The Plan received the consent of the requisite number of creditors in October 2001. Subsequently, the Plan was submitted to the United States Bankruptcy Court for the Middle District of Tennessee (the "Bankruptcy Court") on October 11, 2001, and confirmed, as amended, on December 7, 2001 and declared effective on January 29, 2002. Certain holders of pre-petition claims in respect of their senior debt of approximately $725.0 million exchanged those pre-petition claims for 100% of Regal Cinemas' newly-issued common stock. As a result of this exchange, Anschutz and Oaktree's Principal Activities Group, the holders of the largest pre-petition claims, and their affiliates acquired approximately 75% of Regal Cinemas' common stock on January 29, 2002.

        Regal Cinemas emerged from bankruptcy on January 29, 2002 in accordance with the Plan of Reorganization confirmed by the bankruptcy court on December 7, 2001. On January 29, 2002, Regal Cinemas also became our wholly owned subsidiary. The transaction was accomplished by the issuance of 7,500,000 shares of our common stock in exchange for 100% of the outstanding common stock of Regal Cinemas. We were formed for the primary purpose of providing financing to Regal Cinemas through borrowings under senior credit facilities and becoming the issuer of $200 million of senior subordinated notes upon Regal Cinemas' emergence from bankruptcy.

        On April 12, 2002, the holders of 100% of our common stock exchanged their stock for shares of stock in Regal Entertainment. Regal Entertainment is an entity formed and controlled by Anschutz,

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who remains our controlling stockholder indirectly through its controlling interest in Regal Entertainment. Also on April 12, 2002, Regal Entertainment exchanged its stock for stock in two other theatre companies also commonly owned and controlled by Anschutz.

Basis of Reporting

Admissions and Concessions Revenues

        We generate revenues primarily from admissions receipts and concession sales.

Other Operating Revenues

        We generate other operating revenues by offering on-screen advertising and other marketing revenues from certain of our vendor programs and in-theatre advertising. To a lesser extent, we generate other operating revenues from arcades located adjacent to the lobbies of certain of our theatres and other ancillary revenue programs.

Direct Theatre Costs

        Our direct theatre costs consist of film rental and advertising costs, costs of concessions and theatre operating expenses. Film rental costs are related to the popularity of a film and are based on admission revenues. Advertising costs consist of the cost of promoting our theatres and the films we exhibit, and concession costs consist of the cost procuring the concessions we sell. Because certain concession items, such as fountain drinks and popcorn, are purchased in bulk and not pre-packaged for individual servings, we are able to negotiate volume discounts. Theatre operating expenses consist primarily of theatre labor and rent and occupancy costs.

EBITDA

        EBITDA represents operating income (loss) from continuing operations before depreciation and amortization expense, (loss) gain on disposal of operating assets, loss on impairment of assets, theatre closing costs, lease exit and restructure costs, legal and professional fees related to restructuring and merger and recapitalization expenses. We have included EBITDA in these data because we believe it to be a measure commonly used by investors to analyze and compare companies in our industry. EBITDA is not a measurement of financial performance under generally accepted accounting principles and should not be considered in isolation or construed as a substitute for net income or other operations data or cash flow data prepared in accordance with generally accepted accounting principles for purposes of analyzing our profitability or liquidity. EBITDA, as we calculate it, may not be comparable to similarly titled measures reported by other companies.

Results of Operations

        Regal Cinemas emerged from bankruptcy effective January 29, 2002, the date upon which Anschutz acquired its controlling equity interest in Regal Cinemas. The financial statements after emergence reflect the predecessor cost basis of Anschutz and the reorganization value attributable to the common stock owned by the other shareholders of Regal Cinemas. The Company's 2002 statements of operations include information reflecting the four week period ended January 24, 2002 (Predecessor Company) and the nine week period ended March 28, 2002 (Reorganized Company). As a result, the Company's post-reorganization statements of operations have not been prepared on a consistent basis with the pre-reorganization financial statements and are not comparable in all respects to the financial statements prior to the reorganization. For financial reporting purposes, the inception date of the Reorganized Company is deemed to be January 24, 2002. As such, operating results and financial position for periods subsequent to January 24, 2002 are herein referred to as the "Reorganized Company" and for all periods ending on or prior to January 24, 2002 as the "Predecessor Company".

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        In order to provide a meaningful basis of comparing the quarters ended March 28, 2002 and March 29, 2001 for purposes of the following tables and discussion, the operating results of the Reorganized Company for the nine weeks ended March 28, 2002 have been combined with the operating results of the Predecessor Company for the four weeks ended January 24, 2002 (collectively referred to as "Combined Company") and are compared to the quarter ended March 29, 2001. Depreciation, amortization and certain other line items included in the operating results of Combined Company are not comparable between periods as the four weeks ended January 24, 2002 and the quarter ended March 29, 2001 of Predecessor Company do not include the effects of fresh-start and purchase accounting adjustments. The combining of reorganized and predecessor periods is not in accordance with accounting principles generally accepted in the United States of America.

        The following table sets forth for the fiscal periods indicated the percentage of total revenues represented by certain items reflected in Regal Cinemas' consolidated statements of operations:

			Combined Company		Regal Cinemas Corporation		Regal Cinemas, Inc.
											Fiscal Year Ended
			Quarter Ended March 28, 2002		Nine Weeks Ended March 28, 2002		Four Weeks Ended January 24, 2002		Quarter Ended March 29, 2001
											December 27, 2001		December 28, 2000		December 30, 1999
Revenues:
	Admissions		69.0	%	68.7	%	69.3	%	69.9	%	68.6	%	67.8	%	66.6	%
	Concessions		27.6		27.8		27.3		26.5		27.6		27.5		27.5
	Other operating revenues		3.4		3.5		3.4		3.6		3.8		4.7		5.9
		Total revenues	100.0		100.0		100.0		100.0		100.0		100.0		100.0
Direct theatre costs:
	Film rental and advertising costs		34.9		34.7		35.2		34.8		37.1		37.3		37.1
	Cost of concessions and other		3.9		4.0		3.9		3.9		4.0		4.3		4.3
	Theatre operating expenses		33.6		34.6		31.9		41.1		37.6		39.5		36.4
	General and administrative		2.7		2.8		2.4		2.5		2.7		2.9		3.1
		Sub-Total	75.1		76.1		73.4		82.3		81.4		84.0		80.9
	Merger expenses		0.4		0.7		—		—		—		—		—
	Legal and professional fees—restructuring		—		—		—		0.9		1.9		0.4		—
	Depreciation and amortization		6.3		6.4		5.9		8.1		7.8		8.5		7.8
	Theatre closing costs		0.1		0.1		0.1		8.9		1.0		4.9		0.4
	(Gain) loss on disposal of operating assets		(0.2	)	(0.3	)	—		2.5		1.9		1.8		1.6
	Loss on impairment of assets		0.2		—		0.5		12.9		6.7		10.1		9.5
		Total operating expenses	81.9	%	83.0	%	79.9	%	115.6	%	100.7	%	109.7	%	100.2	%
Operating income (loss)			18.1	%	17.0	%	20.1	%	(15.6	)%	(0.7	)%	(9.7	)%	(0.2	)%

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Quarters Ended March 28, 2002 and March 29, 2001

Total Revenues

        The following table summarizes certain revenues and revenue-related data for the quarter ended March 28, 2002 ("Q1 2002 period") and the quarter ended March 29, 2001 ("Q1 2001 period") (in millions, except average prices):

				Regal Cinemas Corporation
		Combined Company				Regal Cinemas, Inc.
				Nine Weeks Ended March 28, 2002		Four Weeks Ended January 24, 2002		Quarter Ended March 29, 2001
		Quarter Ended March 28, 2002
Admissions			212.3		137.2		75.1		200.7
Concessions			85.0		55.5		29.5		76.1
Other operating revenues			10.6		6.9		3.7		10.3
	Total revenues	$	307.9	$	199.6	$	108.3	$	287.1
Attendance			37.2		24.0		13.2		36.4
Average ticket price		$	5.71	$	5.72	$	5.69	$	5.51
Average concession per patron			2.28		2.31		2.23		2.09

Admissions

        Total admissions revenues increased $11.6 million, or 5.8%, to $212.3 million for the Q1 2002 period, from $200.7 million for the Q1 2001 period. The increase in admissions revenues in the Q1 2002 period compared to Q1 2001 period was primarily attributable to a 3.6% increase in ticket prices coupled with a 2.2% increase in attendance.

Concessions

        Total concessions revenues increased $8.9 million, or 11.7%, to $85.0 million for the Q1 2002 period, from $76.1 million for the Q1 2001 period. The increase in concessions revenues in the Q1 2002 period compared to the Q1 2001 period was due to a 9.1% increase in average concessions per patron, coupled with a 2.2% increase in attendance. Additionally, the mix of film product during the Q1 2002 period consisted of a higher percentage of family films, which typically generate higher concession sales per patron.

Other Operating Revenues

        Total other operating revenues increased $0.3 million, or 2.9%, to $10.6 million for the Q1 2002 period, from $10.3 million for the Q1 2001 period. Included in other operating revenues are on-screen advertising revenues and other marketing revenues from certain of the Company's vendor marketing programs. The increase was primarily attributable to an increase in the Company's vendor rebates during the Q1 2002 period.

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Direct Theatre Costs

        The following table summarizes direct theatre costs for Q1 2002 and Q1 2001 (dollars in millions).

		Combined Company		Regal Cinemas Corporation		Regal Cinemas, Inc.
		Quarter Ended March 28, 2002		Nine Weeks Ended March 28, 2002		Four Weeks Ended January 24, 2002		Quarter Ended March 29, 2001
		$	% of Revenues	$	% of Revenues	$	% of Revenues	$	% of Revenues
Film rental and advertising costs(1)		107.5	50.6	69.3	50.5	38.2	50.8	99.9	49.8
Cost of concessions(2)		12.2	14.4	8.0	14.4	4.2	14.4	11.2	14.7
Other theatre operating expenses(3)		103.6	33.6	69.0	34.6	34.6	31.9	117.9	41.1
	Total direct theatre costs(3)	223.3	72.5	146.3	73.3	77.0	71.0	229.0	79.8

(1)

Percentage of revenues calculated as a percentage of admissions revenues.

(2)

Percentage of revenues calculated as a percentage of concessions revenues.

(3)

Percentage of revenues calculated as a percentage of total revenues.

Film Rental and Advertising Costs

        Film rental and advertising costs increased $7.6 million, or 7.6%, to $107.5 million in the Q1 2002 period, from $99.9 million in the Q1 2001 period. Film rental and advertising costs as a percentage of admissions revenues increased to 50.5% in the Q1 2002 period as compared to 49.8% in the Q1 2001 period. The increase in film rental and advertising costs in the Q1 2002 period from the Q1 2001 period was primarily attributable to higher box office revenues, which translated into higher film rental costs.

Cost of Concessions

        Cost of concessions increased $1.0 million, or 8.9%, to $12.2 million in the Q1 2002 period, from $11.2 million in the Q1 2001 period. Cost of concessions as a percentage of concessions revenues decreased to 14.4% in the Q1 2002 period as compared to 14.7% in the Q1 2001 period. The decrease in the cost of concessions as a percentage of concessions revenues is primarily attributable to the closure of under-performing theatres during the 2001 fiscal year.

Other Theatre Operating Expenses

        Other theatre operating expenses decreased $14.3 million, or 12.1%, to $103.6 million in the Q1 2002 period, from $117.9 million in the Q1 2001 period. Other theatre operating expenses as a percentage of total revenues decreased to 33.6% in the Q1 2002 period as compared to 41.1% in the Q1 2001 period. The decrease in other theatre operating expenses as a percentage of total revenues in the Q1 2002 period is primarily attributable to declines in rent and occupancy costs associated with the closure of under-performing theatres during the 2001 fiscal year.

General and Administrative Expenses

        General and administrative expenses increased $1.0 million or 14.2% to $8.2 million during the Q1 2002 period, from $7.2 million in the Q1 2001 period. As a percentage of total revenues, general and administrative expenses increased to 2.7% in the Q1 2002 period from 2.5% in the Q1 2001 period. The increase in general and administrative expense is primarily attributable to increased staffing levels

54

and other costs associated with the integration of the Company with Edwards and United Artists in the Q1 2002 period.

Depreciation and Amortization

        Depreciation and amortization decreased $4.1 million, or 17.5%, to $19.3 million in the Q1 2002 period, from $23.4 million in the Q1 2001 period. The decrease in depreciation and amortization was due to the closure of under-performing theatres combined with the write down of property and equipment associated with the Company's reorganization.

Operating Income (Loss)

        Operating income totaled approximately $55.7 million for the Q1 2002 period. The reported operating income for the Q1 2002 period represents an increase of $100.2 million from the $44.5 million operating loss in the Q1 2001 period. The increase in operating income reflects the impact of the Company's restructuring efforts. The Q1 2001 period included charges for theatre closing costs of $25.4 million, loss on disposal of operating assets of $7.1 million and loss on impairment of assets of $37.0 million. Each of these reported line items were significantly less in the Q1 2002 period due to the Company's restructuring efforts. In addition to the line items discussed in previous sections, the reduction of these specific costs contributed to the increase in operating income.

Interest Expense

        Interest expense decreased $33.2 million, or 66.7%, to $16.5 million in the Q1 2002 period, from $49.8 million in the Q1 2001 period. The decrease in interest expense in the Q1 2002 period is due to the Company's debt restructuring associated with its Chapter 11 bankruptcy filing. The Company emerged from bankruptcy on January 29, 2002.

Income Taxes

        No benefit for income taxes was recorded in the Q1 2001 period because the Company recorded an offsetting valuation allowance against the resulting deferred tax asset, as it was more likely than not that such deferred tax assets would not be realized. Accordingly, the effective tax rate for 2001 is 0%. The provision for income taxes of $10.1 million for Q1 2002 period reflects an effective tax rate of approximately 39.2%.

Net Income (Loss)

        Net income totalled $436.6 million for the Q1 2002 period. The reported net income for the Q1 2002 period represents an increase of $529.2 million from the $92.7 million net loss in the Q1 2001 period. The Q1 2002 period includes a $661.9 million extraordinary gain on extinguishment of debt.

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Fiscal Years Ended December 27, 2001, December 28, 2000, and December 30, 1999

Total Revenues

        The following table summarizes certain revenues and revenue-related data for fiscal 2001, 2000 and 1999 (in millions, except average prices):

		Fiscal Year Ended
		December 27, 2001		December 28, 2000		December 30, 1999
Admissions		$	799.8	$	767.1	$	690.5
Concessions			321.3		310.2		285.7
Other operating revenues			44.5		53.4		60.9
	Total revenues	$	1,165.6	$	1,130.7	$	1,037.1
Attendance			142.3		143.1		141.0
Average ticket price		$	5.62	$	5.36	$	4.90
Average concession per patron			2.26		2.17		2.03

Admissions

        Total admissions revenues increased $32.7 million, or 4.3%, to $799.8 million for fiscal 2001 from $767.1 million for fiscal 2000, which increased $76.6 million, or 11.1%, from $690.5 million for fiscal 1999. The increase in admissions revenues in fiscal 2001 compared to 2000 was primarily attributable to an approximately 4.9% increase in ticket prices which was partially offset by a 0.6% decrease in attendance, due primarily to the closure of under-performing theatres. The increase in admissions revenues in fiscal 2000 compared to fiscal 1999 was primarily attributable to an approximately 9.4% increase in ticket prices along with a 1.5% increase in attendance.

Concessions

        Total concessions revenues increased $11.1 million, or 3.6%, to $321.3 million for fiscal 2001, from $310.2 million for fiscal 2000, which increased $24.5 million, or 8.6%, from $285.7 million for fiscal 1999. The increase in concessions revenues in 2001 compared to 2000 was due to a 4.2% increase in average concessions per patron, which was partially offset by a 0.6% decrease in attendance. The increase in concessions revenues in 2000 compared to 1999 was primarily due to both higher admissions and an increase in concession prices.

Other Operating Revenues

        Total other operating revenues decreased $8.9 million, or 16.7%, to $44.5 million for fiscal 2001, from $53.4 million for fiscal 2000, which decreased $7.5 million, or 12.3%, from $60.9 million for fiscal 1999. Included in other operating revenues are on-screen advertising revenues and other marketing revenues from certain of our vendor marketing programs. Other operating revenues were lower in 2001 primarily due to the elimination of revenues from our entertainment centers, "Funscapes," which were operated in facilities adjacent to our theatre operations prior to being closed in November 2000. Because the Funscapes operations were primarily amusement rides and games, the revenue was recorded as other operating revenues, and their closures did not materially impact our admission revenues or concessions revenues. This decrease was partially offset by increased revenues from on-screen advertising and certain vendor marketing programs. The decrease in other operating revenues in 2000 compared to 1999 was primarily attributable to declines in revenues associated with the closure of our Funscapes.

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Direct Theatre Costs

        The following table summarizes direct theatre costs for 2001, 2000 and 1999, (dollars in millions).

		Fiscal Year Ended
		December 27, 2001				December 28, 2000				December 30, 1999
		$		% of Revenues		$		% of Revenues		$		% of Revenues
Film rental and advertising costs(1)		$	432.4	54.1	%	$	421.6	55.0	%	$	384.9	55.7	%
Cost of concessions(2)			47.2	14.7			49.0	15.8			44.3	15.5
Other theatre operating expenses(3)			438.2	37.6			446.4	39.5			377.7	36.4
	Total direct theatre costs(3)	$	917.8	78.7	%	$	917.0	81.1	%	$	806.9	77.8	%

(1)

Percentage of revenues calculated as a percentage of admissions revenues.

(2)

Percentage of revenues calculated as a percentage of concessions revenues.

(3)

Percentage of revenues calculated as a percentage of total revenues.

Film Rental and Advertising Costs

        Film rental and advertising costs increased $10.8 million, or 2.6%, to $432.4 million in 2001, from $421.6 million in 2000, which increased $36.7 million, or 9.5%, from $384.9 million in 1999. Film rental and advertising costs as a percentage of admissions revenues decreased to 54.1% in 2001 as compared to 55.0% in 2000, which decreased from 55.7% in 1999. The increase in film rental and advertising costs in 2001 from 2000 was primarily attributable to higher box office revenues, which translated into higher film rental costs. The decrease in film rental and advertising costs as a percentage of admissions revenues is primarily attributable to a decline in advertising costs associated with the closure of under- performing theatres combined with a decline in the number of new theatre openings in 2001 as compared to 2000. The decrease in film rental and advertising costs as a percentage of admissions revenues in 2000 was primarily attributable to the higher film rental costs associated with the release of "Star Wars—The Phantom Menace" in 1999.

Cost of Concessions

        Cost of concessions decreased $1.8 million, or 3.7%, to $47.2 million in 2001, from $49.0 million in December 28, 2000, which increased $4.7 million, or 10.6%, in December 30, 1999. Cost of concessions as a percentage of concessions revenues decreased to 14.7% in 2001 as compared to 15.8% in 2000, which increased from 15.5% in 1999. The decrease in the cost of concessions as a percentage of concessions revenues is primarily attributable to the continued closure of under-performing theatres and the closure of our Funscapes. The increase in cost of concessions as a percentage of concessions revenues in 2000 was primarily attributable to increases in cost associated with a higher mix of specialty cafes as well as increases in our Funscapes' concession costs.

Other Theatre Operating Expenses

        Other theatre operating expenses decreased $8.2 million, or 1.8%, to $438.2 million in 2001, from $446.4 million in 2000, which increased $68.7 million, or 18.2%, from $377.7 million in 1999. Other theatre operating expenses as a percentage of total revenues decreased to 37.6% in 2001 as compared to 39.5% in 2000, which increased from 36.4% in 1999. The decrease in other operating expenses as a percentage of total revenues in 2001 is primarily attributable to declines in rent and occupancy costs associated with its continued closure of under-performing theatres. The increase in other theatre

57

operating expenses as a percentage of total revenues in 2000 was primarily attributable to the rent and occupancy costs associated with our expansion efforts.

General and Administrative Expenses

        General and administrative expenses decreased $1.1 million, or 3.4%, to $31.6 million in 2001, from $32.7 million in 2000, which increased $0.6 million, or 1.9%, from $32.1 million in 1999. As a percentage of total revenues, general and administrative expenses decreased to 2.7% in 2001 from 2.9% in 2000 and 3.1% in 1999. The decrease in general and administrative expense reflected a decline in corporate payroll costs, which was primarily attributable to our restructuring efforts. The reduction in general and administrative expenses as a percentage of total revenues was primarily due to lower corporate salary and wage expenses and the corresponding decrease in payroll related costs and an increase in total revenues.

Depreciation and Amortization

        Depreciation and amortization decreased $4.7 million, or 4.9%, to $91.0 million in 2001, from $95.7 million in 2000, which increased $14.9 million, or 18.4%, from $80.8 million in 1999. The decrease in depreciation and amortization was due to the closure of under-performing theatres combined with a decline in the number of new theatre openings in 2001 as compared to 2000. The increase in 2000 was due to the number of new theatre openings in 2000 and the latter half of 1999.

Operating Loss

        Operating loss decreased $102.4 million, or 93.1%, to $7.6 million in 2001, from $110.0 million in 2000, which increased $107.6 million from $2.4 million in 1999. Operating loss as a percentage of total revenues decreased in 2001 to 0.7% from 9.7% in 2000, which increased from 0.2% in 1999.

Interest Expense

        Interest expense decreased $4.4 million, or 2.5%, to $174.2 million in 2001 from $178.6 million in 2000, which increased $46.4 million, or 35.1%, from $132.2 million in 1999. The decrease in interest expense in 2001 compared to 2000 was primarily due to slightly lower interest rates during the latter half of 2001 and our Chapter 11 filing on October 12, 2001. The increase in interest expense in 2000 was due to higher average borrowings outstanding under our senior credit facility.

Income Taxes

        No benefit for income taxes was recorded in 2001 because we recorded an offsetting valuation allowance against the resulting deferred tax asset, as it is more likely than not that such deferred tax assets would not be realized. Accordingly, the effective tax rate for 2001 is 0%. The benefit for income taxes decreased $126.2 million, or 278.0%, to a provision of $80.8 million for the year ended December 28, 2000, from a benefit of $45.4 million for the year ended December 30, 1999. The decrease in the benefit for income taxes in 2000 compared to 1999 was primarily due to the establishment of a valuation allowance against our deferred tax assets.

Net Loss

        Net loss decreased $195.0 million, or 53.2%, to $171.5 million for 2001, from $366.5 million for 2000, which increased $278.0 million, or 314.1%, from $88.5 million for 1999.

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Quarterly Results

        The following tables set forth selected unaudited quarterly results for the eight quarters ending December 27, 2001. The quarterly financial data as of each period presented below have been derived from Regal Cinemas' unaudited consolidated financial statements for those periods. Results for these periods are not necessarily indicative of results for the full year. The quarterly financial data should be read in conjunction with the consolidated financial statements of Regal Cinemas and notes thereto included elsewhere in this prospectus.

			Regal Cinemas Corporation		Regal Cinemas, Inc.
			Nine Weeks Ended Mar. 28, 2002		Four Weeks Ended January 24, 2002		Quarter Ended Dec. 27, 2001		Quarter Ended Sep. 27, 2001		Quarter Ended June 28, 2001		Quarter Ended Mar. 29, 2001			Quarter Ended Dec. 28, 2000			Quarter Ended Sep. 28, 2000			Quarter Ended June 29, 2000			Quarter Ended Mar. 30, 2000
			(in millions, unaudited)
Revenues:
	Admissions		$	137.2	$	75.1	$	190.6	$	209.2	$	199.3	$	200.7		$	210.6		$	213.8		$	182.5		$	160.2
	Concessions			55.5		29.5		77.4		85.2		82.6		76.1			83.8			85.9			74.5			66.0
	Other operating revenues			6.9		3.7		12.2		11.6		10.4		10.3			13.9			16.0			11.6			11.9
		Total revenues	$	199.6	$	108.3	$	280.2	$	306.0	$	292.3	$	287.1		$	308.3		$	315.7		$	268.6		$	238.1
EBITDA			$	47.7	$	28.8	$	56.4	$	63.2	$	45.7	$	50.9		$	54.5		$	55.0		$	38.1		$	33.4
Operating income (loss)				33.9		21.8		10.2		21.9		4.8		(44.5	)		(103.7	)		(6.8	)		(2.6	)		3.1

Seasonality

        Our revenues are usually seasonal, coinciding with the timing of releases of motion pictures by the major distributors. Generally, studios release the most marketable motion pictures during summer and the holiday season. The unexpected emergence of a hit film during other periods can alter the traditional pattern. The timing of movie releases can have a significant effect on our results of operations, and the results of one quarter are not necessarily indicative of results for the next quarter or any other quarter. The seasonality of motion picture exhibition, however, has become less pronounced in recent years as studios have begun to release major motion pictures somewhat more evenly through the year.

Impairment and Other Disposal Charges

        We periodically review the carrying value of long-lived assets, including goodwill, for impairment based on expected future cash flows. Such reviews are performed as part of our budgeting process and are performed on an individual theatre level, the lowest level of identifiable cash flows. Factors considered in management's estimate of future theatre cash flows include historical operating results over complete operating cycles as well as the current and anticipated future impact of competitive openings in individual markets.

        Management uses the results of this analysis to determine whether impairment has occurred. The resulting impairment loss is measured as the amount by which the carrying value of the asset exceeds fair value, which is estimated using a discounted cash flow model. Discounted cash flows also include estimated proceeds for the sale of owned properties in the instances where management intends to sell the location. This analysis resulted in the recording of impairment charges of $78.5 million, $113.7 million and $98.6 million in fiscal years 2001, 2000 and 1999, respectively.

        Additionally, our management team continually evaluates the status of our under-performing locations. Consequently, we elected to close or relocate a number of existing theatre locations as well as discontinue plans to develop certain sites. During 2001, we recorded $21.4 million as the net loss on disposal of these locations as well as the write-off of certain costs incurred to develop sites where we

59

have discontinued development. In conjunction with certain closed locations, we also maintained a reserve for lease termination costs of $40.1 million at December 27, 2001. This reserve for lease termination costs was initially established at December 30, 1999 and represents management's best estimate of the potential costs for exiting these leases and are based on analyses of the properties, correspondence with the landlord, exploratory discussions with potential sub-lessees and individual market conditions.

Reorganization Items

        Costs associated with the reorganization through the Chapter 11 bankruptcy reorganization incurred subsequent to the petition date (October 11, 2001) are classified as reorganization items in the accompanying Statement of Operations for the year ended December 27, 2001. The Company incurred $16.5 million in reorganization costs for the year ended December 27, 2001. This amount consists of $2.8 million in professional fees related to the Chapter 11 bankruptcy reorganization, non-cash provisions for asset impairments of $10.4 million, and other miscellaneous costs of $3.3 million.

Liquidity and Capital Resources

        Our revenues are generally collected in cash through admissions and concessions revenues. Our operating expenses are primarily related to film and advertising costs, rent and occupancy, and payroll. Film costs are ordinarily paid to distributors within 30 days following receipt of admissions revenues and the cost of our concessions are generally paid to vendors approximately 30 days from purchase. Because our revenues are primarily cash transactions from admissions and concessions, but our current liabilities generally include items that will become due within twelve months, at any given time, our balance sheet is likely to reflect a working capital deficit.

        We primarily lease our theatres pursuant to long-term non-cancelable operating leases. As of March 28, 2002, after giving pro forma effect of our April 17, 2002 notes offering, the Company's estimated contractual cash obligations over the next several years are as follows (in thousands):

	Payments Due by Period
	Total		Current		2–3 Years		4–5 Years		After 5 Years
Contractual Cash Obligations
Long-term debt	$	620,000	$	13,500	$	27,000	$	27,000	$	552,500
Capital lease obligations		1,556		58		131		153		1,214
Lease financing arrangements		99,059		1,613		3,909		5,514		88,023
Operating leases		1,869,041		110,678		224,241		223,179		1,310,943
General unsecured creditors		46,905		46,905		—		—		—
Other long-term obligations		3,591		490		1,138		1,160		803
Total contractual cash obligations	$	2,640,152	$	173,244	$	256,419	$	257,006	$	1,953,483

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        The following table summarizes our potential commitments based on arrangements in place as of March 28, 2002 (in thousands):

	Amount of Commitment Expiration per Period
	Total Amounts Committed		Current	2–3 Years	4–5 Years	After 5 Years
Other Commercial Commitments
Lines of credit	$	100,000	—	—	—	$	100,000
Total commercial commitments	$	100,000	—	—	—	$	100,000

        For the quarter ended March 28, 2002 and for the year ended December 27, 2001, on a pro forma combined basis, we would have had total rent expense and interest expense of approximately $42.6 million, $164.6 million, $15.3 million and $62.9 million, respectively.

        We fund the cost of our capital expenditures through internally generated cash flow, cash on hand and financing activities. Our capital requirements have historically arisen principally in connection with acquisitions of theatres, new theatre openings, adding new screens to existing theatres and upgrading our theatre facilities. During the quarter ended March 28, 2002 and the year ended December 27, 2001, we invested $9.9 million and $33.6 million, respectively, in capital expenditures.

        We intend to continue to grow our theatre circuit through selective expansion and acquisition opportunities. We anticipate that additional capital expenditures related to our theatre circuit will be approximately $45 million in 2002. Approximately $35.0 million represents maintenance capital expenditures as we plan to open only one new theatre in 2002.

        We believe that the amount of cash and cash equivalents on hand, cash flow expected from operations, availability under our revolving credit facilities and proceeds from this offering will be adequate for us to execute our business strategy and meet our anticipated requirements for lease obligations, capital expenditures, working capital and debt service.

Financing Arrangements

        We entered into a senior credit agreement with several financial institutions including Lehman Brothers Inc., Credit Suisse First Boston Corporation, General Electric Capital Corporation and Lehman Commercial Paper Inc. on January 29, 2002. Under the credit agreement, the lenders advanced Regal Cinemas $270.0 million through a senior secured term loan and have made available, subject to the satisfaction of conditions customary for extensions of credit of this type, an additional $100.0 million through a senior secured revolving credit facility. The term loan will amortize at a rate of 5% per annum for the first five years, with the remaining 75% due on January 29, 2008. The revolving credit facility became available on January 29, 2002 and will be available until January 29, 2007.

        Borrowings bear interest, at our option, at either the base rate or Eurodollar rate plus, in each case, an applicable margin. The applicable margin for loans under the revolving credit facility is subject to adjustment based upon the consolidated total leverage ratio of Regal Cinemas. The base rate is a fluctuating interest rate equal to the higher of (a) the British Banking Association's prime rate or (b) the Federal Funds Effective Rate plus 0.5%. Regal Cinemas must also pay customary administration fees, expenses and commitment fees on the unused portion of the revolving credit facility and provide indemnities for liabilities arising in particular circumstances.

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        We may prepay borrowings under the credit agreement in whole or in part, in minimum amounts and subject to certain other conditions set forth in the credit agreement. We are required to make mandatory prepayments to the lenders from:

•

the net cash proceeds from asset sales in particular circumstances specified in the credit agreement;



•

up to 50% of their excess cash flow; and



•

the net cash proceeds from new debt or equity issuances in particular circumstances specified in the credit agreement.

        The mandatory prepayment of the obligations under the credit agreement are subject to specified exceptions. The lenders under the term loan facility may elect to decline any mandatory prepayment.

        Our obligations are secured by, among other things, the capital stock of most of our subsidiaries, mortgages on most of the properties and a security interest in substantially all of the assets of Regal Cinemas.

        The credit agreement includes several financial covenants. We cannot permit, at the end of each applicable fiscal quarter:

•

our ratio of consolidated total debt to consolidated EBITDA (as defined in our senior credit facilities) to exceed the ratio of (a) 3.75 to 1 for the first through third fiscal quarters in 2002, (b) 3.50 to 1 for the fourth fiscal quarter in 2002 through the third fiscal quarter in 2004 and (c) 3.25 to 1 for the fourth fiscal quarter in 2004 through the fourth fiscal quarter in 2007 and thereafter;



•

our ratio of consolidated EBITDA plus consolidated rent expense to interest plus rent expense to be less than 1.50 to 1 for any period of four consecutive fiscal quarters;



•

our ratio of consolidated senior debt to consolidated EBITDA to exceed the ratio of (a) 2.65 to 1 for the first through the third fiscal quarters in 2002, (b) 2.40 to 1 for the fourth fiscal quarter 2002 through the third fiscal quarter in 2003, (c) 2.15 to 1 from the fourth fiscal quarter in 2003 through the third fiscal quarter in 2004, (d) 2.00 to 1 from the fourth fiscal quarter in 2004 through the third fiscal quarter in 2005 and (e) 1.75 to 1 from the fourth fiscal quarter in 2005 through the fourth fiscal quarter in 2007 and thereafter;



•

our ratio of consolidated adjusted debt to consolidated EBITDA plus consolidated rent expense to exceed the ratio of (a) 5.75 to 1 for the first fiscal quarter in 2002 through the third fiscal quarter in 2002, (b) 5.50 to 1 for the fourth fiscal quarter in 2002 through the third fiscal quarter in 2004 and (c) 5.25 to 1 for the fourth fiscal quarter in 2004 through the fourth fiscal quarter in 2007 and thereafter; and



•

our capital expenditures as a percentage of the prior year's EBITDA to exceed 25% for fiscal 2002 and up to 35% for each year thereafter.

        The credit agreement also contains customary covenants, including limitations on our ability to incur debt, and events of default, including a change of control, as defined in the credit agreement. The credit agreement also limits our ability to pay dividends, to make advances to us or our other subsidiaries and otherwise to engage in intercompany transactions. These limitations will restrict our ability to fund operations outside of the Company with funds generated at the Company.

        On January 29, 2002, we issued $200.0 million aggregate principal amount of 9³/8% senior subordinated notes due 2012. On April 17, 2002, we issued an additional $150 million aggregate principal amount of 9³/8% senior subordinated notes due 2012 with identical terms.

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        During 2000, Regal Cinemas entered into a sale and leaseback transaction with an unaffiliated third party, involving 15 of its owned theatres. Under the terms of this transaction, Regal Cinemas sold the land and related improvements of the theatres for $45.2 million and leased them back for an initial lease term of 20 years, with an option to extend it for up to 20 additional years. We account for these leases as operating leases. Rent expense during the initial term is approximately $5.0 million annually. We are amortizing the gain on the sale of $2.1 million over the initial lease term of 20 years and will offset rent expense.

        For some of our new theatre sites built in fiscal years 1999, 2000 and 2001, we were considered the owner (for accounting purposes) of the theatre during the construction period. In accordance with Emerging Issues Task Force (EITF) No. 97-10, we were required to record the balance sheet obligations when the construction of the theatre was completed resulting in payments being recorded as interest expense and principal reduction rather than rent expense. These leases typically run for a period of 20 years.

Bankruptcy Claims

        Regal Cinemas and Edwards Theatres have bankruptcy claims that remain unsettled and are subject to ongoing negotiation and possible litigation. At March 28, 2002, Regal Cinemas had accrued approximately $46.9 million and Edwards Theatres has accrued approximately $31.9 million for the estimated costs to resolve their respective bankruptcy claims. In the opinion of management, based on its examination of these matters, its experience to date and discussions with legal counsel, the outcome of these legal matters, after taking into consideration the amounts already accrued, is not expected to have a material effect on liquidity. To the extent the Regal Cinemas claims are allowed by the bankruptcy court, they will be funded with cash on hand, cash flow from operations or borrowings under Regal Cinemas' revolving credit facility. To the extent the Edwards Theatres claims are allowed by the bankruptcy court, they will be funded from restricted cash that has been set aside, cash on hand, cash from operations and, if the allowed claims exceed $55 million, from contributions by Anschutz and Oaktree's Principal Activities Group. The timing of these claims will depend upon the resolution of these claims.

Critical Accounting Policies

        Our financial statements are prepared in conformity with accounting principles generally accepted in the United States, which require management to make estimates and assumptions that affect the reported amounts of the assets and liabilities and disclosures of contingent assets and liabilities as of the date of the balance sheet as well as the reported amounts of revenues and expenses during the reporting period. We routinely make estimates and judgments about the carrying value of our assets and liabilities that are not readily apparent from other sources. Such estimates and judgments are evaluated and modified as necessary on an ongoing basis. We believe that of our significant accounting policies, the following may involve a higher degree of judgment and complexity:

•

The Company estimates its film cost expense and related film cost payable based on management's best estimate of the ultimate settlement of the film costs with the distributors. Film costs and the related film costs payable are adjusted to the final film settlement in the period that the Company settles with the distributors. Actual film costs and film payable could differ from those estimates.



•

We depreciate and amortize the components of our property and equipment on a straight-line basis over the estimated useful lives of the assets. The estimates of the assets' useful lives require our judgment and our knowledge of the assets being depreciated and amortized. When necessary, the assets' useful lives are revised and the impact on depreciation and amortization is recognized on a prospective basis.

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•

We applied the provisions of reorganization and purchase accounting when recording the acquisition of a controlling equity interest by Anschutz and our emergence from bankruptcy. These accounting principles require that we estimate the fair value of the individual assets and liabilities including bankruptcy related claims. The valuation of the fair value of the assets and liabilities involves a number of judgments and estimates.

New Accounting Pronouncements

        In June 2001, the Financial Accounting Standards Board ("FASB") issued Statement of Financial Accounting Standards ("SFAS") No. 141, "Business Combinations," and SFAS No. 142, "Goodwill and Other Intangible Assets." SFAS No. 141 supersedes Accounting Principles Board Opinion No. 16 (APB 16), "Business Combinations," and primarily addresses the accounting for the cost of an acquired business (i.e., the purchase price allocation), including any subsequent adjustment to its cost. SFAS No. 142 primarily addresses the accounting for goodwill and intangible asset subsequent to their acquisition (i.e., the post-acquisition accounting) and supersedes APB 17, "Intangible Assets." The most significant changes made by SFAS No. 141 involve the requirement to use the purchase method of accounting for all business combinations, thereby eliminating use of the pooling-of-interests method along with the establishment of new criteria for determining whether we should recognize intangible assets acquired in a business combination separately from goodwill. SFAS No. 141 is effective for all business combinations initiated after June 30, 2001. The adoption of SFAS No. 141 did not have a material impact on our financial position or results of operation.

        Under SFAS No. 142, we will no longer amortize goodwill, reorganizational value in excess of amounts allocated to identifiable assets or indefinite lived intangible assets, and will test for impairment at least annually at a reporting unit level. Additionally, the amortization period of intangible assets with finite lives is no longer limited to 40 years. Other long-lived assets will continue to be amortized over their useful lives and reviewed for impairment in accordance with SFAS No. 121, "Accounting for the Impairment of Long-Lived Assets to be Disposed Of," and SFAS No. 144, "Accounting for the Impairment or Disposal of Long-Lived Assets," issued in August 2001. SFAS No. 142 is effective for fiscal years beginning after December 15, 2001 for all goodwill and other intangible assets including excess reorganization value recognized in an entity's statement of financial position at that date, regardless of when those assets were initially recognized. The adoption of SFAS No. 142 did not have a material impact on our financial position or results of operations.

        In June 2001, the FASB issued SFAS No. 143, "Accounting for Asset Retirement Obligations." SFAS No. 143 establishes accounting standards for recognition and measurement of the fair value of obligations associated with the retirement of long-lived assets when there is a legal obigation to incur such costs. Under SFAS No. 143, the costs of retiring an asset will be recorded as a liability when the retirement obligation arises and will be amortized to expense over the life of the asset. SFAS No. 143 is effective for fiscal years beginning after June 15, 2002. We are evaluating the impact of the adoption of this standard and have not yet determined the effect of adoption on our financial position and results of operations.

        In August 2001, the FASB issued SFAS No. 144, "Accounting for the Impairment or Disposal of Long-Lived Assets," which provides clarifications of certain implementation issues with SFAS No. 121 along with additional guidance on the accounting for the impairment or disposal of long-lived assets. SFAS No. 144 supersedes SFAS No. 121 and applies to all long-lived assets (including discontinued operations) and consequently amends APB 30, "Reporting the Effects of Disposal of a Segment of a Business." SFAS No. 144 develops one accounting model (based on the model in SFAS No. 121) for long-lived assets that are to be disposed of by sale, as well as addresses the principal implementation issues. SFAS No. 144 requires that entities measure long-lived assets that are to be disposed of by sale at the lower of book value or fair value less cost to sell. That requirement eliminates APB 30's requirement that discontinued operations be measured at net realizable value or that entities include

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under "discontinued operations" in the financial statements amounts for operating losses that have not yet occurred. Additionally, SFAS No. 144 expands the scope of discontinued operations to include all components of an entity with operations that (1) the entity can distinguish from the rest of the entity and (2) the entity will eliminate from the ongoing operations of the entity in a disposal transaction.

        SFAS No. 144 is effective for financial statements issued for fiscal years beginning after December 15, 2001, and early application is encouraged. The adoption of SFAS No. 144 did not have a material impact on our financial position and results of operations.

        In July 2001, the American Institute of Certified Public Accountants issued Emerging Issues Task Force Topic No. D-98, which requires that equity securities, with redemption features that are not solely within the control of the issuer, be classified outside permanent equity. This guidance was effective for our fourth quarter and is to be applied retroactively. The adoption of this guidance did not have a material impact on our financial position or results of operations.

Qualitative and Quantitative Disclosures About Market Risk

        Our market risk is confined to interest rate exposure of our debt obligations that bear interest based on floating rates. Our senior credit facilities provide for variable rate interest that could be adversely affected by an increase in interest rates. Pro forma combined, as of March 28, 2002, we had borrowings of $270.0 million under our term credit facilities. Borrowings under these facilities will bear interest, at our option, at either a base rate (which will be the higher of prime rate of Bankers Trust Company or federal funds rate plus 0.5%) or the Eurodollar Rate plus, in each case, an applicable margin. The applicable margin can range from 1.50% to 3.25% for the revolving credit facility and 2.50% to 3.50% for the term loan facility. A one-half percent rise in the interest rate on our variable rate indebtedness held at March 28, 2002, would have increased our pro forma combined interest expense by approximately $337,500 for the quarter ended March 28, 2002.

Inflation

        We do not believe that inflation has had a material impact on our financial position or results of operations.

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BUSINESS

Overview

        We are a leading motion picture exhibitor and operate the largest theatre circuit in the United States based on number of screens. As of December 27, 2001, our national, geographically diverse circuit consisted of 3,662 screens in 304 theatres in 31 states. After investing over $1.0 billion in capital expenditures since 1997, we believe that we have one of the most modern theatre circuits among major exhibitors of motion pictures. Since 1997, 55% of our screens have been built and 16% have been upgraded. Furthermore, 71% of our screens are located in theatres that feature stadium seating and digital sound. We believe that each of these measures is among the highest for major exhibitors of motion pictures. In addition, 82% of our screens are located in theatres with 10 or more screens, and our theatres have an average of 12 screens per location, which is well above an average of 5.5 screens per location for the North American motion picture exhibition industry overall.

        We completed a reorganization in January 2002 that has enabled us to improve our asset base, profitability, operating flexibility and balance sheet. Since July 2000, we have conducted an extensive review of our theatre portfolio and closed 128 under-performing theatres representing 942 screens. In addition, we have renegotiated leases at over 50 of our continuing theatres and, as a result, we have obtained rent reductions and/or lease termination rights at them. The rent reductions will enable us to improve our profitability as we begin to realize their substantial benefits in 2002. The lease termination rights will provide us with additional operating flexibility to close theatres in locations in which competitive building may occur. If all of our rent reductions had been in effect throughout fiscal 2001, all of our theatres would have generated positive theatre-level cash flow for that year.

        We have been able to generate EBITDA margins that are consistently among the highest of major reporting exhibitors of motion pictures. From 1995 to 2000 and on a pro forma combined basis for the year ended December 27, 2001 we generated the highest EBITDA margins among major reporting exhibitors of motion pictures. For the year ended December 27, 2001, on a pro forma combined basis, we generated total revenues, EBITDA and EBITDA margin of $1,456.3 million, $275.5 million and 18.9%, respectively. For the quarter ended March 28, 2002, on a pro forma combined basis, we generated total revenues, EBITDA and EBITDA margin of $398.4 million, $95.9 million and 24.1%, respectively.

Our Industry

        Overview.    The domestic motion picture exhibition industry has historically maintained steady growth in revenues and attendance. Since 1965, total box office revenues have grown at a compound annual growth rate of approximately 6%, and annual attendance has grown to approximately 1.5 billion attendees. The industry has been relatively unaffected by downturns in the economic cycle, with total box office revenues and attendance growing in three of the last five recessions. In 2001, total box office revenues increased for the tenth consecutive year rising approximately 10% to $8.4 billion, and attendance grew approximately 5% to 1.5 billion attendees.

        Recent History.    During the past few years, the domestic motion picture exhibition industry underwent a period of extraordinary new theatre construction and re-screening of older theatres. From 1996 to 1999, the number of screens increased at a compound annual growth rate of approximately 8%, which was more than double the industry's screen growth rate of approximately 3.5% from 1965 to 1995. The aggressive building strategies undertaken by exhibitors resulted in intensified competition in once stable markets and rendered many older theatres obsolete more rapidly than anticipated. This effect, together with the fact that many older theatres were under long-term, non-cancelable leases, created an oversupply of screens, which caused both attendance per screen and revenue per screen to decline. Most major exhibitors used extensive debt financing to fund their expansion efforts and experienced significant financial challenges in 1999 and 2000.

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        In 2000 and 2001, substantially all of the major exhibitors of motion pictures reduced their expansion plans and implemented screen rationalization plans to close under-performing theatres. During this period, the number of screens declined by approximately 1,800. This screen count rationalization has benefited exhibitors as patrons of closed theatres have migrated to remaining theatres, thereby increasing industry-wide attendance per screen and operating efficiencies.

        The recent industry expansion was primarily driven by major exhibitors upgrading their asset bases to an attractive megaplex format that typically included 10 or more screens per theatre and adding enhanced features such as stadium seating, improved projection quality and superior sound systems. From 1996 to 1999, the five largest motion picture exhibitors spent over $4.1 billion on capital expenditures to expand and upgrade their theatre circuits. As a result of the extensive capital investment over the last several years, we believe the capital expenditures needed to maintain these modern theatres will be modest.

        We believe that another evolution of theatre formats beyond the current megaplex is unlikely to occur in the foreseeable future. We believe theatres larger than the current 10 to 18 screen megaplex are not able to generate attractive returns in most locations because of the substantial market suitability requirements to generate a level of profitability similar to the current megaplex format. In addition, for the foreseeable future we do not believe that additional major amenities will be required to meaningfully enhance the moviegoing experience. Consequently, we believe major exhibitors have reduced capital spending and the rate of new screen growth substantially.

        Current Market Opportunities.    We believe that U.S. motion picture exhibition industry attendance and box office revenues will grow and motion picture exhibitors will benefit from the following opportunities:

•

Theatres Are Critical to the Economic Success of Films. Movie theatres are the primary initial distribution channel for new film releases, and the theatrical success of a film is often the most important factor in establishing its value in the home video, cable television, broadcast television, international and other film distribution channels. We believe that movie studios have placed an increased emphasis on theatrical success because these secondary distribution channels represent important and growing sources of additional revenues. According to MPAA, movie studios have increased marketing expenditures per new film at a compound annual growth rate of approximately 10% since 1995. Greater marketing expenditures per film benefit exhibitors by promoting increased attendance. Major studios spent approximately $31.0 million per film on advertising and promotion in 2001 as compared to $17.7 million in 1995.



•

Extension of Movie Release Calendar Reduces Seasonality. Distributors have increasingly staggered new releases over more weekends as opposed to opening multiple movies on the same weekend or saving major releases for only a few holiday weekends. This trend has reduced the seasonality of box office revenues by spreading attendance over an extended period of time, which we believe benefits exhibitors by increasing admissions and concessions revenues.



•

Increased Breadth of Films Released. We believe increases in box office revenues are partially being driven by an increase in the breadth of films released rather than by the success of a few major "hits." Box office revenues from the top 10 grossing movies as a percentage of annual total box office revenues have declined from an average of 29% during 1990 through 1992 to an average of 27% during 1999 through 2001. This increased breadth of films released benefits exhibitors by expanding the demographic base of moviegoers and generating greater attendance at a wider variety of movies as opposed to attracting patrons to only a few major releases.



•

Convenient and Affordable Form of Entertainment. Attending movies continues to be a convenient and affordable form of local out-of-home entertainment. Moviegoing requires no long-distance travel and tickets are broadly available. The average price per patron compares favorably to

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alternatives such as concerts and sporting events. Since 1991, average movie ticket prices have increased at a compound annual growth rate of only 3%, while ticket prices for professional sporting events and concerts have increased at approximately three times that rate. According to NATO, the average movie ticket price in 2001 was $5.65 compared to average ticket prices of approximately $48 for a music concert, $50 for a National Basketball Association game and $56 for a Broadway show. Because of the affordability and convenience of moviegoing, we believe patrons are attending movies more frequently.

•

Increased Moviegoing Frequency. Patrons are attending movies more frequently. MPAA reports that per capita movie attendance grew to 5.3 times per year in 2001 from 4.5 times in 1991. Increased moviegoing frequency benefits exhibitors by increasing admissions revenues and high-margin concessions sales.



•

Opportunities for Consolidation. Larger, professionally managed theatre operators can leverage economies of scale as they assume quality theatres operated by smaller theatre chains that still comprise much of the industry.

        As a result of the current industry trends, we believe that there is a significant opportunity for a motion picture exhibitor that:

•

operates a large, modern theatre circuit to benefit from favorable attendance trends and increasing box office revenues;



•

manages primarily multiscreen theatres with new and improved amenities that appeal to moviegoers' strong preference for an enhanced moviegoing experience; and



•

possesses sufficient operating and financial flexibility to capitalize on attractive consolidation opportunities.

Competitive Strengths

        We believe that the following competitive strengths position us well for future growth:

        Market Leader.    We are a leading motion picture exhibitor and operate the largest theatre circuit in the United States with 3,662 screens. We operate a national, geographically diverse platform with 304 theatres in 31 states. We believe that the size and scope of our theatre circuit is a significant competitive advantage for obtaining film licensing rights for commercially popular films, negotiating long-term concessions contracts and generating economies of scale. In addition, we believe that we are well positioned to capitalize on favorable attendance trends and increasing box office revenues due to our size and geographic diversity. We also believe that our market leadership, brand name and quality asset base improve our access to prime real estate sites and enable us to negotiate favorable lease terms due to our desirability as a large tenant.

        Superior Operations Management Drives Relatively Higher Margins.    Our management team has developed a proven operating philosophy focused on efficient operations and strict cost controls at both the corporate and theatre levels. At the corporate level, we are able to leverage our size and operational expertise to achieve economies of scale in film licensing, concessions purchasing and marketing. At the theatre level, we devote significant attention to cost controls through the use of detailed management reports, and we base a significant portion of theatre management's compensation on profitability. Our multiscreen theatres are designed to increase profitability by optimizing revenues per square foot generated by the facility and reducing the cost per square foot of operating the theatres. As a result, we generate among the highest EBITDA margin and EBITDA per screen of reporting major exhibitors of motion pictures. For the year ended December 27, 2001 and the quarter ended March 28, 2002, on a pro forma combined basis, we achieved an EBITDA margin of 18.9% and 24.1% and generated EBITDA per screen of approximately $64,200 and $22,500.

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        Conservative Capital Structure.    As a result of the reorganization of Regal Cinemas and the transactions described under "The Formation of Regal Entertainment and Edwards Transaction," we have substantially reduced our leverage, closed under-performing theatres and successfully lowered our fixed costs. We believe that, as a result of the reduction of $15.0 million in total liabilities at Edwards Theatres for preferred stock and common stock of Edwards Theatres and $1,631.5 million in total liabilities at Regal Cinemas for $181.1 million of cash and common stock of Regal Cinemas and the elimination of accumulated deficits resulting from the reorganization of Regal Cinemas, we have one of the most conservative capital structures among major exhibitors of motion pictures as demonstrated by our pro forma combined stockholders' equity of $661.4 million as of March 28, 2002 (net of accumulated deficit caused by the redemption of preferred stock). We believe that we possess greater operating and financial flexibility than many of our competitors because of our successful reorganization, completed screen rationalization program and more conservative capital structure. Our operating and financial flexibility position us well to capitalize on favorable industry trends and consolidation opportunities that may arise in the future.

        Strong Free Cash Flow.    We believe we will generate significant free cash flow as a result of our high margins relative to our competitors, conservative capital structure and limited maintenance capital expenditure requirements. After investing over $1.0 billion in capital expenditures since 1997, we believe our theatre circuit is one of the most modern in the industry and we do not expect to require significant reinvestments in order to maintain our operations. In 2002, we intend to invest less than the approximately $68.0 million in capital expenditures we are limited to under our senior credit facilities. As a result of these limited capital expenditures and our strong cash from operations we expect to generate significant free cash flow.

        Quality Portfolio of Multiscreen Theatres.    We believe moviegoers choose our multiscreen theatres because they offer a high quality moviegoing experience by providing improved services and amenities such as a wider variety of films and show times, stadium seating, improved projection quality and superior sound systems. After investing over $1.0 billion in capital expenditures since 1997, we believe that we have one of the most modern theatre circuits among major exhibitors of motion pictures. Since 1997, 55% of our screens have been built and 16% have been upgraded. Furthermore, 71% of our screens are located in theatres that feature stadium seating and digital sound.

        Proven Ability to Integrate Acquisitions.    We have acquired 11 theatre circuits since 1995. We have proven our ability to enhance revenues and realize operating efficiencies through the successful integration of acquisitions. We are generally able to achieve immediate cost savings at acquired theatres and improve their profitability through the application of our consolidated purchasing function and supplier contracts and through the centralization of other operating functions.

        Leading Access to First-Run Films.    As of December 27, 2001, approximately 86% of our screens were located in film licensing zones in which we were the sole exhibitor. Being the sole exhibitor in a film licensing zone provides us with access to all films distributed by major distributors and eliminates our need to compete for films in that zone. As the sole exhibitor in a particular zone, we can exhibit all commercially successful films on our screens, subject to a successful negotiation with the distributor, and have the ability to compete for attendance generated from successful films.

        Experienced Management Team.    We have a highly experienced management team at both the corporate and theatre levels. Our senior management team has an average of 16 years of experience in the motion picture exhibition industry. Management has demonstrated the ability to generate growth and successfully integrate the acquisition of large and small theatre circuits while maintaining effective cost controls. Our success has been proven by our ability to generate EBITDA margins that are consistently among the highest of major exhibitors of motion pictures.

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Business Strategy

        Our business strategy is to continue to enhance our leading position in the motion picture exhibition industry. Key elements of our strategy include:

        Pursue Conservative Growth Opportunities.    Currently we have no plans to open new theatres in 2002. However, as conditions permit we will expand our theatre circuit to capitalize on favorable attendance trends by entering into underserved markets and by selectively adding new screens and upgrading existing theatres. In doing so, we believe that we can leverage the favorable real estate locations of many of our screens and improve the operating margins at those theatres.

        Pursue Selective Acquisitions.    We will selectively pursue acquisitions that enhance our market position, improve our consolidated operating results and can be integrated rapidly into our existing theatre circuit.

        Maintain Effective Cost Controls.    We intend to utilize our centralized decision-making model to continue to reduce purchasing costs for concessions, film licensing rights and advertising, particularly at newly developed or acquired theatres. Through the use of detailed management reports and other cost control tools, we will also continue to closely monitor theatre-level costs and to utilize performance-based compensation practices to encourage effective cost control.

        Sustain Patron Satisfaction and Quality Control.    We will continue to emphasize patron satisfaction and promote patron loyalty by continuously seeking to provide an enhanced moviegoing experience. To maintain quality and consistency within our theatres, we regularly conduct inspections of each theatre and operate a mystery shopper program.

Theatre Circuit

        We operate the largest domestic theatre circuit based on the number of screens. As of December 27, 2001, our national platform consisted of 3,662 screens in 304 theatres in 31 states. Of our 304 theatres, 156 were developed by us and 148 were acquired.

        We primarily operate multiscreen theatres. Our multiscreen theatre complexes typically contain 10 to 20 screens with auditoriums ranging from 100 to 500 seats each. Our theatres offer a wide selection of films and convenient show times, which appeal to a diverse group of patrons. In addition, our modern theatres feature amenities such as wall-to-wall screens, digital stereo surround-sound, multi-station concessions, computerized ticketing systems, plush stadium seating with cup holders and retractable arm rests, neon-enhanced interiors and exteriors and video game areas adjacent to the theatre lobby.

        After investing over $1.0 billion in capital expenditures since 1997, we believe that we have one of the most modern theatre circuits among major exhibitors of motion pictures. Since 1997, 55% of our screens have been built and 16% have been upgraded. In addition, 71% of our screens are located in theatres that feature stadium seating and digital sound.

        Our modern, multiscreen theatres are designed to increase the profitability of the theatres by optimizing revenues per square foot generated by the facility and reducing the cost per square foot of operating the theatres. Varied auditorium seating capacities within the same theatre allows us to exhibit films on a more cost effective basis for a longer period of time by shifting films to smaller auditoriums to meet changing attendance levels. In addition, operating efficiencies are realized through the economies of having common box office, concessions, projection, lobby and restroom facilities, which enables us to spread certain costs, such as payroll, advertising and rent, over a higher revenue base. Staggered movie show times also reduces staffing requirements and lobby congestion and contributes to more desirable parking and traffic flow patterns. In addition, we believe that operating a theatre circuit consisting primarily of modern theatres enhances our ability to license "blockbuster" films from distributors.

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        We operate a national platform of theatres with 304 theatres in 31 states. Many of the markets in which we operate are among the strongest in the United States, with approximately two-thirds of all U.S. box office revenues generated in our markets. The following table details our theatre circuit by state:

State	Number of Theatres	Number of Screens	State	Number of Theatres	Number of Screens
Alabama	9	118	Nevada	6	84
Alaska	5	43	New Jersey	8	107
Arkansas	1	16	New York	9	140
California	13	204	North Carolina	6	61
Delaware	2	33	Ohio	26	300
Florida	44	638	Oklahoma	2	26
Georgia	16	236	Oregon	27	212
Idaho	4	14	Pennsylvania	12	173
Illinois	4	67	South Carolina	8	89
Indiana	6	65	Tennessee	13	154
Kentucky	1	16	Texas	11	143
Louisiana	1	9	Virginia	23	258
Maryland	2	27	Washington	39	339
Michigan	1	8	West Virginia	1	12
Minnesota	2	36	Wisconsin	1	16
Missouri	1	18

Theatre Operations

        Our management closely monitors our operations through daily reports generated from computerized box office terminals located in each theatre. These reports enable us to maintain an accurate and immediate count of admissions by film title and show times and provide management with the information necessary to manage our theatre operations effectively and efficiently. Additionally, daily payroll data is inputted at in-theatre terminals, which allows the regular monitoring of payroll expenses.

        We seek experienced theatre managers and require all new theatre managers to complete a training program at designated training theatres. The program is designed to encompass all phases of theatre operations, including our philosophy, management strategy, policies, procedures and operating standards. We have an incentive compensation program for theatre-level management, which rewards theatre managers for controlling operating expenses while complying with our operating standards.

        In addition, we have a quality assurance program to maintain clean, comfortable and modern facilities. To maintain quality and consistency within our theatre circuit, district managers regularly inspect each theatre and we operate a mystery shopper program, which involves unannounced visits by unidentified customers who report on the quality of service, film presentation and cleanliness at individual theatres.

Film Distribution

        Movie theatres are the primary initial distribution channel for new film releases and the theatrical success of a film is often the most important factor in establishing its value in the home video, cable television, broadcast television, international and other film distribution channels.

        Motion pictures are generally made available through several distribution methods, including pay-per-view, video rentals and cable and broadcast television programming at various dates after the theatrical release date. Distributors strive for a strong opening run at the theatre to establish a film's success and substantiate the film's revenue potential for both domestic and international distribution windows. The value of home video and pay cable distribution agreements frequently depends on the

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success of a film's theatrical release. Furthermore, studios' revenue-sharing percentage and ability to control who views the product within each of the distribution channels generally declines as a film moves further from its theatrical release channel. As the primary distribution window for the public's evaluation of films, theatrical distribution remains the cornerstone of a film's overall financial success.

        These additional distribution channels have given producers the ability to generate a greater portion of a film's revenues through channels other than theatrical release. This increased revenue potential after a film's initial domestic release has enabled major studios and certain independent producers to increase film production and theatrical advertising. The total cost of producing a film averaged approximately $47.7 million in 2001 compared with approximately $26.1 million in 1991, while the average cost to advertise and promote a film averaged approximately $31.0 million in 2001 as compared with $12.0 million in 1991.

Film Licensing

        We license films on a film-by-film and theatre-by-theatre basis by negotiating directly with film distributors. Prior to negotiating for a film license, we evaluate the prospects for upcoming films. Criteria considered for each film include cast, director, plot, performance of similar films, estimated film rental costs and expected MPAA rating. Successful licensing depends greatly upon the exhibitor's knowledge of trends and historical film preferences of the residents in markets served by each theatre, as well as on the availability of commercially successful motion pictures.

        Access to Film Product.    Films are licensed from film distributors owned by major film production companies and from independent film distributors that generally distribute films for smaller production companies. Film distributors typically establish geographic film licensing zones and allocate each available film to one theatre within that zone. Film licensing zones generally encompass a radius of three to five miles in metropolitan and suburban markets, depending primarily upon population density. As of December 27, 2001, 86% of our screens were located in film licensing zones in which we were the sole exhibitor. Being the sole exhibitor in a film licensing zone provides us access to all of the films distributed by the major studios and ensures that our theatres can exhibit all commercially successful films on our screens.

        In film licensing zones where we are the sole exhibitor, we obtain film licenses by selecting a film from among those films being offered and negotiating directly with the distributor. In zones where there is competition, a distributor will either allocate films among the exhibitors in the zone, or, on occasion, may require the exhibitors in the zone to bid for a film. When films are licensed under the allocation process, a distributor will select an exhibitor who then negotiates film rental terms directly with the distributor. We currently do not bid for films in any of our markets.

        Film Rental Fees.    Film licenses typically specify rental fees based on the higher of a gross receipts formula or a theatre admissions revenues formula. Under a gross receipts formula, the distributor receives a specified percentage of box office receipts, with the percentage declining over the term of the film run. Under a theatre admissions revenues formula, the distributor receives a specified percentage of the excess of admissions revenues over a negotiated allowance for theatre expenses. Although not specifically contemplated by the provisions of film licenses, rental fees actually paid by us are in certain circumstances adjusted subsequent to the exhibition in relation to the commercial success of a film in a process known as "settlement." To date, the settlement process has not resulted in material adjustments in the film rental fees accrued by us.

        Relationship with Distributors.    Many distributors provide quality first-run movies to the motion picture exhibition industry. However, according to industry reports, nine distributors accounted for approximately 93% of admissions revenues and 48 of the top 50 grossing films during 2000. No single distributor dominates the market. We license films from each of the major distributors and believe that our relationships with these distributors are good. From year to year, the revenues attributable to individual distributors will vary widely depending upon the number and quality of films that each one

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distributes. We believe that in 2000 no single distributor accounted for more than 12% of the films licensed by us.

Concessions

        In addition to box office admissions revenues, we generate revenues from concessions sales. Concessions sales constituted 27.2% and 27.3% of total revenues on a pro forma combined basis for the twelve months ending December 27, 2001 and the quarter ended March 28, 2002. We emphasize prominent and appealing concessions stations designed for rapid and efficient service. We continually seek to increase concessions sales by optimizing product mix, introducing special promotions from time to time and training employees to cross-sell products. Management negotiates directly with manufacturers for many of our concession items to obtain competitive prices and to ensure adequate supplies.

Other Revenue Sources

        We generate other operating revenues by offering on-screen advertising and other marketing revenues from certain of our vendor programs. To a lesser extent, we generate other operating revenues from arcades located adjacent to the lobbies of certain of our theatres and other ancillary revenue programs.

Marketing and Advertising

        Multimedia advertising campaigns for major film releases are organized and financed primarily by film distributors. To market our theatres, we utilize advertisements, including movie schedules published in newspapers and over the Internet, to inform our patrons of film selections and show times. Newspaper advertisements are typically displayed in a single grouping for all of our theatres located in a newspaper's circulation area. In addition, we actively market our theatres through radio advertising, television commercials in certain markets and certain promotional activities that frequently generate media coverage. We also utilize special marketing programs for specific films and concessions items. In addition, we seek to develop patron loyalty through a number of marketing programs such as free summer children's' film series, frequent moviegoer promotional programs, cross-promotion ticket redemptions and promotions within local communities.

Management Information Systems

        We have a significant commitment to our management information systems, some of which have been developed internally. The point-of-sale terminals within each theatre provide comprehensive information to the corporate office each morning. These daily management reports address all aspects of theatre operations, including concessions sales, fraud detection and film booking. Payroll information is gathered daily from theatres through the use of automated time keeping systems, enabling a comparison of actual to budgeted labor for each theatre. Our systems allow us to properly schedule and manage our hourly workforce. A help desk is also available to monitor and resolve any processing problems that might arise in the theatres.

Competition

        The motion picture industry is highly competitive and motion picture exhibitors generally compete on the basis of the following competitive factors: the ability to secure favorable licensing terms; seating capacity, location and reputation of their theatres; quality of projection and sound systems at their theatres; and their ability and willingness to promote the films they are showing.

        Our competitors vary substantially in size, from small independent exhibitors to large national chains. As a result, our theatres are subject to varying degrees of competition in the regions in which they operate. Because there are few barriers to entry, our competitors may build new theatres or screens in areas in which we operate, which may result in increased competition and excess capacity in

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those areas. If this occurs, it may have a material adverse effect on our business and results of operations.

        We also compete with other motion picture distribution channels, including home video, cable television, broadcast television and satellite and pay-per-view services. Other new technologies (such as video on demand) could also have a material adverse effect on our business and results of operations. In addition, we compete for the public's leisure time and disposable income with all other forms of entertainment, including sporting events, concerts, live theatre and restaurants.

Seasonality

        Our revenues are usually seasonal, coinciding with the timing of releases of motion pictures by the major distributors. Generally, studios release the most marketable motion pictures during the holiday season. The unexpected emergence of a hit film during other periods can alter the traditional trend. The timing of movie releases can have a significant effect on our results of operations, and the results of one quarter are not necessarily indicative of results for the next quarter or any other quarter. The seasonality of motion picture exhibition, however, has become less pronounced in recent years as studios have begun to release major motion pictures somewhat more evenly throughout the year.

Employees

        As of March 28, 2002, we employed 12,591 persons. Of our employees, 308 were corporate personnel, 3,348 were theatre management personnel and the remainder were hourly theatre personnel. Film projectionists at nine of our theatres in the Las Vegas, Nevada; Nashville, Tennessee; New Rochelle, New York; and Cleveland and Youngstown, Ohio markets are represented by the International Alliance of Theatrical Stage Employees and Moving Picture Machine Operators of the United States and Canada or IATSE. Certain other of our employees in the State of Washington are also represented by the IATSE. Our collective bargaining agreements with the IATSE expire over various periods through March 3, 2003. We consider our employee relations to be good.

Regulation

        The distribution of motion pictures is in large part regulated by federal and state antitrust laws and has been the subject of numerous antitrust cases. We have never been a party to any of such cases, but the manner in which we can license films is subject to consent decrees resulting from those cases. Consent decrees bind certain major film distributors and require the films of such distributors to be offered and licensed to exhibitors, including us, on a theatre-by-theatre basis. Consequently, exhibitors cannot assure themselves of a supply of films by entering into long-term arrangements with major distributors, but must negotiate for licenses on a film-by-film and theatre-by-theatre basis.

        Our theatres must comply with Title III of the Americans with Disabilities Act of 1990, the ADA to the extent that such properties are "public accommodations" or "commercial facilities" as defined by the ADA. Compliance with the ADA requires that public accommodations "reasonably accommodate" individuals with disabilities and that new construction or alterations made to "commercial facilities" conform to accessibility guidelines unless "structurally impracticable" for new construction or technically infeasible for alterations. Non-compliance with the ADA could result in the imposition of injunctive relief, fines, an award of damages to private litigants and additional capital expenditures to remedy such non-compliance. We believe that we are in substantial compliance with all current applicable regulations relating to accommodations for the disabled. We intend to comply with future regulations in this regard, and we do not currently anticipate that compliance will require us to expend substantial funds. Our theatre operations are also subject to federal, state and local laws governing such matters as wages, working conditions, citizenship and health and sanitation requirements. At March 28, 2002, approximately 2.1% of our employees were paid at the federal minimum wage and, accordingly, the minimum wage largely determines our labor costs for those employees.

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Properties

        As of March 28, 2002, we operated 240 of our theatres pursuant to lease agreements and owned the land and buildings for 58 theatres. Of the 298 theatres operated by us as of March 28, 2002, 144 were acquired as existing theatres and 154 have been developed by us. The majority of our leased theatres are subject to lease agreements with original terms of 20 years or more and, in most cases, renewal options for up to an additional 10 years. These leases provide for minimum annual rentals and the renewal options generally provide for rent increases. Under certain conditions, further rental payments may be based on a percentage of revenues above specified amounts. A significant majority of the leases are net leases, which require us to pay the cost of insurance, taxes and a portion of the lessor's operating costs. Our corporate office is located in approximately 96,450 square feet of space in Knoxville, Tennessee, which we acquired in 1994. We believe that these facilities are adequate for our operations.

Legal Proceedings

        We are presently involved in various legal proceedings arising in the ordinary course of our business operations, including personal injury claims, employment matters and contractual disputes, as well as in connection with the Chapter 11 claims reconciliation process. During fiscal 2000, we also became a defendant in a number of claims arising from our decision to close theatre locations or to cease construction of theatres on sites for which we purportedly had a contractual obligation to lease such property. We believe we have adequately provided for the settlement of such contractual disputes. Our management believes that any additional liability with respect to the above proceedings will not be material in the aggregate to our consolidated financial position, results of operations or cash flows.

        On September 6, 2001, Regal Cinemas and its wholly owned subsidiaries submitted the Plan for the approval of the holders of Former Regal Notes and the Former Regal Debentures and its general unsecured creditors. The Plan and its related documents were the product of negotiations between Regal Cinemas and its wholly owned subsidiaries and the holders of pre-petition claims who agreed to vote to accept the Plan. The Plan received, in number and amount, sufficient votes to enable us to file voluntary petitions for reorganization under Chapter 11 of the United States Bankruptcy Code and to seek, as promptly as practicable thereafter, confirmation of the Plan.

        On October 11, 2001, Regal Cinemas and its wholly owned subsidiaries filed voluntary petitions for relief under the United States Bankruptcy Code in the Bankruptcy Court, seeking court supervision of their restructuring efforts and confirmation of the Plan. The Plan was confirmed on December 7, 2001 and Regal Cinemas emerged from bankruptcy on January 29, 2002. For a more complete description of the events that led to the submission of the Plan and the basic terms of the Plan, see "The Reorganization."

        On January 31, 2001, PLC Commercial, LLC filed a claim against Edwards Theatres that arose from purported joint venture agreements to acquire, develop and construct at least five entertainment centers in key cities in North America. One center was completed in Houston, Texas and a site for a second center was selected in Raleigh, North Carolina. PLC Commercial, however, failed to commence and complete construction of that center. On August 23, 2000, Edwards Theatres filed for bankruptcy and later rejected all of the purported joint venture agreements, as well as Edwards Theatres' agreement to lease the theatre in Raleigh, North Carolina. PLC Commercial is claiming breach of lease, breach of joint venture, breach of fiduciary duty, intentional and negligent misrepresentation, concealment and rescission and is seeking approximately $46.2 million in damages. Edwards Theatres has filed a motion for summary judgment on the first claim and intends to file additional motions for summary judgment on the remaining claims. Unless Edwards Theatres prevails on its summary judgment motions, the case is expected to proceed to trial. The case is currently pending in the U.S. Bankruptcy Court for the Central District of California. Edwards Theatres intends to vigorously defend these claims.

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        Edwards Theatres is also defending three different claims from Imax Corporation. On August 1, 2001, Imax filed a proof of claim against Edwards Theatres in the United States Bankruptcy Court for the Central District of California for alleged damages arising from Edwards Theatres' rejection of the IMAX system lease agreements entered into by Edwards Theatres and Imax. Imax's proof of claim alleges damages in a total amount of approximately $28.9 million. Imax also filed an adversary proceeding against Edwards Theatres on August 3, 2001, alleging unfair competition, false advertising and intellectual property violation. Imax is seeking treble damages in an unspecified amount and an award of costs and attorneys' fees.

        Regal Cinemas and Edwards Theatres have bankruptcy claims that remain unsettled and are subject to ongoing negotiation and possible litigation. At March 28, 2002, Regal Cinemas had accrued approximately $46.9 million and Edwards Theatres has accrued approximately $31.9 million for the estimated costs to resolve their respective bankruptcy claims. In the opinion of management, based on its examination of these matters, its experience to date and discussions with legal counsel, the outcome of these legal matters, after taking into consideration the amounts already accrued, is not expected to have a material effect on liquidity. To the extent the Regal Cinemas claims are allowed by the bankruptcy court, they will be funded with cash on hand, cash flow from operations or borrowings under Regal Cinemas' revolving credit facility. To the extent the Edwards Theatres claims are allowed by the bankruptcy court, they will be funded from restricted cash that has been set aside, cash on hand, cash from operations and, if the allowed claims exceed $55 million, from contributions by Anschutz and Oaktree's Principal Activities Group as described below. The timing of these claims will depend upon the resolution of these claims.

        Under Edwards Theatres' plan of reorganization, Anschutz and Oaktree's Principal Activities Group will contribute to Edwards Theatres $0.90 for each $1.00 of allowed general unsecured claims in excess of $55.0 million, up to $13.5 million. For each $900 contributed, Anschutz and Oaktree's Principal Activities Group will receive $1,044, up to a maximum of $15,663,333, from Ms. Carole Ann Ruoff and Ms. Joan Edwards Randolph, both former stockholders of Edwards Theatres, and from Edwards Affiliated Holdings, LLC, a company controlled by Mr. W. James Edwards, another former stockholder of Edwards Theatres. Regal Entertainment will also acquire up to 331,451 shares of Regal Entertainment Class A common stock from Edward Affiliated Holdings, LLC, based on the dollar amount contributed by Anschutz and Oaktree's Principal Activities Group. Anschutz and Oaktree's Principal Activities Group will, in turn, receive the same number of shares from Regal Entertainment, and will also receive from Ms. Ruoff and Ms. Randolph an aggregate of up to $7,384,469 in cash, in each instance based on the amount contributed and allocated between Anschutz and Oaktree's Principal Activities Group in relation to their respective contributions.

        In addition, Anschutz and Oaktree's Principal Activities Group will contribute to Edwards Theatres $0.90 for each $1.00 of allowed general unsecured claims in excess of $70.0 million. In exchange for these contributions, Regal Entertainment will acquire up to 1,383,461 shares of Class A common stock from Edwards Affiliated Holdings, LLC based on the amount contributed by Anschutz and Oaktree's Principal Activities Group. Anschutz and Oaktree's Principal Activities Group will, in turn, receive the same number of shares from Regal Entertainment, and will also receive from Ms. Ruoff and Ms. Randolph up to an aggregate of $5,935,531 in cash, in each instance based on the amount contributed and allocated between Anschutz and Oaktree's Principal Activities Group in relation to their respective contributions.

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MANAGEMENT

Directors and Executive Officers

        The following persons are our directors and executive officers as of June 13, 2002. Certain information relating to our directors and executive officers, which has been furnished to us by the individuals named, is set forth below.

Name	Age	Position
Michael L. Campbell	48	Chief Executive Officer and Director
Gregory W. Dunn	43	President and Chief Operating Officer
Amy E. Miles	35	Executive Vice President, Chief Financial Officer and Treasurer
Peter B. Brandow	43	Executive Vice President, General Counsel and Secretary
Michael Pade	52	Executive Vice President, Films
Philip F. Anschutz	62	Director
Michael F. Bennet	37	Director
Alfred C. Eckert III	54	Director
B. James Ford	33	Director
Stephen A. Kaplan	43	Director
Craig D. Slater	45	Director

        Michael L. Campbell is our Chief Executive Officer and a director and is Vice Chairman and Co-Chief Executive Officer of Regal Entertainment. Mr. Campbell founded Regal Cinemas in November 1989, and has served as Chairman of the Board and Chief Executive Officer of Regal Cinemas since its inception. Mr. Campbell served as a director and executive officer of Regal Cinemas when it filed for bankruptcy under Chapter 11 of the United States Bankruptcy Code and throughout the bankruptcy proceedings described in "Business—Legal Proceedings." Prior thereto, Mr. Campbell was the Chief Executive Officer of Premiere Cinemas Corporation, which he co-founded in 1982, and served in such capacity until Premiere was sold in October 1989. Mr. Campbell is a director of Fandango, Inc. and serves as Chairman of the National Association of Theatre Owners in addition to serving on its Executive Committee of the board of directors.

        Gregory W. Dunn is our President and Chief Operating Officer and is Executive Vice President and Chief Operating Officer of Regal Entertainment and Regal Cinemas, and served as Executive Vice President and Chief Operating Officer of Regal Cinemas from 1995 to March 2002. Mr. Dunn served as an executive officer of Regal Cinemas when it filed for bankruptcy under Chapter 11 of the United States Bankruptcy Code and throughout the bankruptcy proceedings described in "Business—Legal Proceedings." Mr. Dunn served as Vice President of Marketing and Concessions of Regal Cinemas from 1991 to 1995.

        Amy E. Miles is our Executive Vice President, Chief Financial Officer and Treasurer and is Executive Vice President and Chief Financial Officer of Regal Entertainment and has served as the Executive Vice President, Chief Financial Officer and Treasurer of Regal Cinemas since January 2000. Ms. Miles served as an executive officer of Regal Cinemas when it filed for bankruptcy under Chapter 11 of the United States Bankruptcy Code and throughout the bankruptcy proceedings described in "Business—Legal Proceedings." Prior thereto, Ms. Miles was Senior Vice President of Finance from April 1999, when she joined Regal Cinemas. Ms. Miles was a Senior Manager with Deloitte & Touche from 1998 to 1999. From 1989 to 1998, she was with PriceWaterhouseCoopers, LLC.

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        Peter B. Brandow is our Executive Vice President, General Counsel and Secretary and is Executive Vice President and Secretary of Regal Entertainment and has served as the Executive Vice President, General Counsel and Secretary of Regal Cinemas since February 2000. Mr. Brandow served as an executive officer of Regal Cinemas when it filed for bankruptcy under Chapter 11 of the United States Bankruptcy Code and throughout the bankruptcy proceedings described in "Business—Legal Proceedings." Prior thereto, Mr. Brandow was Vice President, General Counsel and Secretary from February 1999 when he joined Regal Cinemas. From September 1989 to January 1999, Mr. Brandow was an associate with the law firm Simpson Thatcher & Bartlett.

        Michael Pade has served as Executive Vice President, Films since March     , 2002. Mr. Pade served as Executive Vice President of United Artists Theatre Circuit, Inc. in charge of film operations from February 1997 until he joined the Company. Mr. Pade joined United Artists Theatre Circuit, Inc. in October 1994 as a Senior Vice President of film operations. Prior to joining United Artists Theatre Circuit, Inc. Mr. Pade worked for Mann Theatres as the Senior Vice President in charge of domestic film booking.

        Philip F. Anschutz is the non-executive Chairman of Regal Entertainment's board of directors, which is a non-officer position and a position for which he receives no remuneration. Mr. Anschutz has served as the Chairman of the board of directors of The Anschutz Corporation, which he founded in 1965, and Anschutz Company for more than the last five years. He has been a director and Chairman of the board of Qwest Communications International, Inc. since February 1997, and a director of Forest Oil Corporation since 1995. Mr. Anschutz was the Chairman of Southern Pacific Rail Corporation until it was acquired by Union Pacific Corporation in 1996, and he has served as a director and Vice Chairman of Union Pacific thereafter.

        Michael F. Bennet has been a Vice President of The Anschutz Investment Company since November 1997. Mr. Bennet served on the board of directors of United Artists Theatre Circuit since its emergence from bankruptcy on March 2, 2001. Before joining The Anschutz Investment Company, Mr. Bennet served as counsel to the Deputy Attorney General at the United States Department of Justice from September 1994 to October 1997. Prior thereto, Mr. Bennet practiced law at Wilmer, Cutler & Pickering in Washington, D.C.

        Alfred C. Eckert III has been Chairman and Chief Executive Officer of GSC Partners, a private investment firm, since 1994. Mr. Eckert is also a director of Kensington Group (UK) and Moore Corporation Ltd. Mr. Eckert has been a director of McKesson since 1999, and was previously a director of HBO & Company.

        B. James Ford is a managing director of Oaktree Capital Management, LLC and has served as a member of Oaktree's Principal Investment Activities Group since joining Oaktree in 1996. Prior to joining Oaktree, Mr. Ford was a member of Paine Webber Incorporated Investment Banking Department.

        Stephen A. Kaplan is a principal of Oaktree Capital Management, LLC. Since 1995 he has managed Oaktree's Principal Investment Activities Group that invests in controlling and minority positions in private and public companies. Prior to joining Oaktree, Mr. Kaplan was a managing director of Trust Company of the West. Prior to his work with Trust Company of the West, Mr. Kaplan was a partner with the law firm Gibson, Dunn & Crutcher. Mr. Kaplan currently serves as a director of Forest Oil Corporation, General Maritime Corporation, Cherokee International, Inc. and CollaGenex Pharmaceuticals, Inc.

        Craig D. Slater has served as President of The Anschutz Investment Company since 1997, and as Executive Vice President of Anschutz Company since April 1999 and The Anschutz Corporation since May 1999. Mr. Slater served as Vice President of Acquisitions and Investments of both The Anschutz Corporation and Anschutz Company from August 1995 until May and April 1999, respectively. He also served as Corporate Secretary of Anschutz Company and The Anschutz Corporation from

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September 1991 to October 1996. He currently serves on the boards of directors of Qwest Communications International, Inc., United Artists Theatre Circuit and Forest Oil Corporation.

Composition of the Board of Directors

        Our Board of Directors currently consists of seven members. Our directors are elected annually to serve during the ensuing year or until their respective successors are duly elected and qualified.

Executive Compensation

        The following table provides information regarding the annual, long-term and other compensation during 1999, 2000 and 2001 for our Chief Executive Officer and four other most highly compensated executive officers who were serving as executive officers at the end of our fiscal year 2001 and whose salary and bonus exceeded $100,000 during that year. These individuals are referred to as our Named Executive Officers.

Summary Compensation Table

						Long Term Compensation Awards
		Annual Compensation
Name and Position	Fiscal Year					Securities Underlying Options/SARs(#)
		Salary($)		Bonus($)(1)(2)
Michael L. Campbell Chief Executive Officer	2001 2000 1999	$	590,432 547,060 526,350	$	1,300,573 150,000 —	— — —
Gregory W. Dunn Executive Vice President & Chief Operating Officer	2001 2000 1999		378,022 351,004 336,278		647,291 75,000 —	— — —
Amy E. Miles Executive Vice President & Chief Financial Officer and Treasurer	2001 2000 1999		311,538 242,637 110,494		532,875 90,000 50,000	— — —
Peter B. Brandow Executive Vice President, General Counsel and Secretary	2001 2000 1999		278,077 194,970 104,969		518,750 55,000 35,000	— — —
Michael Levesque(3) Senior Vice President, Operations	2001 2000 1999		233,654 162,586 128,656		399,656 115,000 50,000	— — —

(1)

The 2001 bonus amount reflects cash bonuses earned and paid in 2001. The 2000 bonus amount reflects cash bonuses earned and paid in 2000 and the 1999 bonus amount reflects cash bonuses earned in 1999 and paid the following fiscal year. During 1999, 2000, and 2001, we did not grant options to our Named Executive Officers.

(2)

In December 2000, we established a management retention program, which provided for retention bonuses payable upon Regal Cinemas' emergence from bankruptcy. Regal Cinemas paid these bonuses in the first quarter of 2002 after its plan of reorganization became effective. The bonus amounts for 2001 include amounts paid to our Named Executive Officers in the first quarter of 2002 under the retention program as follows: Mr. Campbell: $589,100; Mr. Dunn: $282,877; Ms. Miles: $232,875; Mr. Brandow: $228,750; and Mr. Levesque: $174,656.

(3)

Mr. Levesque, who continues to be a Senior Vice President of the Company, is, as a result of additions to our management team subsequent to 2001, no longer deemed to be an executive officer of the Company under the applicable rules of the Securities and Exchange Commission.

        Under a severance plan maintained by Regal Cinemas, Mr. Brandow and Mr. Levesque are entitled to severance payments in the event we terminate their employment without cause or if they

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terminate their employment with good reason prior to January 29, 2003. In either event, we would pay Mr. Brandow and Mr. Levesque two times their base salary plus 1.5 times their target bonus.

Stock Option Grants

        In connection with Regal Cinemas' bankruptcy reorganization, pursuant to the Plan all of the stock option grants of Regal Cinemas outstanding prior to the effective date of the Plan were cancelled effective January 29, 2002. Upon emergence from the bankruptcy reorganization, we granted options to acquire an aggregate of 600,000 shares of our common stock. In connection with the formation of Regal Entertainment, all post-bankruptcy grants of ours were exchanged for option grants from Regal Entertainment.

Employment Agreements

        Regal Entertainment entered into an employment agreement with Michael L. Campbell pursuant to which Mr. Campbell will serve as one of the Co-Chief Executive Officers of Regal Entertainment and as our Chief Executive Officer. The term of this agreement is three years and provides for a base annual salary of $589,100, subject to subsequent annual adjustment. Mr. Campbell is also eligible to receive a cash bonus each year based on performance and attainment of earnings objectives set by Regal Entertainment's board of directors. Mr. Campbell's target bonus shall be at least 100% of his base annual salary and Mr. Campbell's stretch bonus shall be at least 150% of his base annual salary. If Regal Entertainment terminates Mr. Campbell's employment without cause, Mr. Campbell is entitled to severance payments equal to that of two times his base annual salary and health and life insurance benefits for 24 months from the date of the termination of his employment. Under those circumstances, Mr. Campbell is also entitled to receive, pro-rated to the date of termination, any bonus he would have received for that year. If Mr. Campbell terminates his employment for good reason, he is entitled to receive, in addition to amounts payable if Regal Entertainment were to have terminated his employment without cause, one times Mr. Campbell's target bonus. Also, if Regal Entertainment terminates Mr. Campbell's employment, or if Mr. Campbell resigns for good reason, within 3 months prior to, or one year after, a change of control of Regal Entertainment, Mr. Campbell is entitled to receive severance payments equal to: (i) the actual bonus, pro-rated to the date of termination, he would have received in respect of the fiscal year in which the termination occurs; and (ii) two and one-half times his annual base salary plus two times his target bonus, and health and life insurance benefits for 30 months. Mr. Campbell is also subject to a noncompete agreement under which Mr. Campbell agrees not to compete with Regal Entertainment or Regal Entertainment's theatre affiliates or solicit or hire certain of Regal Entertainment's employees during the term of his employment agreement and for one year thereafter.

        In addition, in connection with its bankruptcy reorganization proceedings, Regal Cinemas entered into an employment agreement with Mr. Campbell on substantially similar terms. The Regal Cinemas agreement with Mr. Campbell also contained a transition period severance arrangement providing that, if Mr. Campbell resigns for good reason or is terminated without cause prior to January 29, 2003, he will be entitled to receive severance payments equal to: (i) the actual bonus, pro-rated to the date of termination, he would have received in respect of the fiscal year in which the termination occurs; and (ii) two and one-half times his annual base salary plus two times his target bonus. Except for the transition period severance arrangement, Mr. Campbell's employment agreement with Regal Cinemas has been superseded by his employment agreement with Regal Entertainment. Any payment pursuant to the transition period severance arrangement would be reduced by any severance payments due under the Regal Entertainment employment agreement with Mr. Campbell.

        Regal Entertainment has entered into employment agreements with Amy E. Miles and Gregory W. Dunn, pursuant to which Ms. Miles will serve as Regal Entertainment's Chief Financial Officer and Mr. Dunn will serve as Regal Entertainment's Chief Operating Officer, and as our President and Chief Operating Officer. The term of the agreements is three years and the agreements provide for base

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annual salaries of $377,169 for Mr. Dunn and $310,500 for Ms. Miles subject to subsequent annual adjustment. Each employee is also eligible to receive a cash bonus each year based on performance and attainment of earnings objectives set by Regal Entertainment's board of directors. Each employee's target bonus shall be at least 75% of his or her base annual salary and each employee's stretch bonus shall be at least 100% of his or her base annual salary. If Regal Entertainment terminates either employee's employment without cause, such employee is entitled to severance payments equal to that of two times his or her base annual salary and health and life insurance benefits for 24 months from the date of the termination of his or her employment. Under those circumstances, each employee is also entitled to receive, pro-rated to the date of termination, any bonus he or she would have received for that year. If either employee terminates his or her employment for good reason, he or she is entitled to receive, in addition to amounts payable if we were to have terminated his or her employment without cause, one times such employee's target bonus. Also, if Regal Entertainment terminates either employee's employment, or if either employee resigns for good reason, within 3 months prior to, or one year after, a change of control of Regal Entertainment, such employee is entitled to receive severance payments equal to: (i) the actual bonus, pro-rated to the date of termination, the executive would have received in the fiscal year in which the termination occurs; and (ii) two times the executive's annual salary plus one and one-half times the executive's target bonus, and health and life insurance benefits for 30 months. Each employee is also subject to a noncompete agreement under which he or she agrees not to compete with Regal Entertainment or Regal Entertainment's theatre affiliates or solicit or hire certain of Regal Entertainment's employees during the term of his or her employment agreement and for one year thereafter.

        In addition, in connection with its bankruptcy reorganization proceeding, Regal Cinemas entered into employment agreements with Mr. Dunn and Ms. Miles on substantially similar terms. The Regal Cinemas agreements with Mr. Dunn and Ms. Miles also contained a transition period severance arrangement providing that, if the executive resigns for good reason or is terminated without cause prior to January 29, 2003, the executive will be entitled to receive severance payments equal to: (i) the annual bonus, pro-rated to the date of termination, the executive would have received in the fiscal year in which the termination occurs; and (ii) two times the executive's annual salary plus one and one half times the executive's target bonus. Except for the transition period severance arrangement, Mr. Dunn's and Ms. Miles' employment agreements with Regal Cinemas have been superseded by their employment agreements with Regal Entertainment. Any payment pursuant to the transition severance arrangement would be reduced by the amount of any severance payments due under the Regal Entertainment employment agreements with Mr. Dunn and Ms. Miles.

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CERTAIN TRANSACTIONS

Shareholders Agreement

        On January 29, 2002, we entered into a shareholders agreement with those holders of debt under Regal Cinemas' former senior credit facilities who agreed to exchange approximately $725.0 million of their pre-petition claims for 100% of our newly issued common stock, which was issued in exchange for Regal Cinemas' common stock. The shareholders agreement provisions contained agreements regarding corporate governance and other matters relating to the shares of our common stock. This agreement terminated upon the formation of Regal Entertainment and there are no continuing restrictions under the agreement regarding our corporate governance. See "The Formation of Regal Entertainment and Edwards Transaction."

Lockup Agreement

        On August 31, 2001, Regal Cinemas and each of Anschutz, OCM Principal Opportunities Fund II, L.P., LBI Group, Inc., GSCP Recovery, Inc., Tudor Investment Corporation, and certain funds and accounts managed by Putnam Investment Management, LLC and its affiliates, the holders of debt under Regal Cinemas' former senior credit facilities who agreed to exchange approximately $725.0 million of their pre-petition claims for our newly issued common stock, entered into the Lockup Agreement. Pursuant to the terms of the agreement, Regal Cinemas was required, as soon as reasonably practicable, to file a petition for relief under the Bankruptcy Code, file the Plan and related documents, seek confirmation of the Plan and request that the Bankruptcy Court establish the final date for filing proofs of prepetition claims. In return, the Regal Cinemas debt holders listed above generally agreed that they would (i) not object to confirmation of the Plan or support any form of reorganization other than the Plan, (ii) vote in favor of the Plan and consent to the treatment of their claims under the Plan and (iii) not transfer, directly or indirectly, any of their claims under the Plan. The agreement terminated on March 31, 2002.

Bridge Facility

        On December 6, 2001, Regal Cinemas entered into a bridge facility with Anschutz and an affiliate of Oaktree's Principal Activities Group. Under the terms of the bridge facility, Regal Cinemas paid a commitment fee of $1.6 million to Anschutz and $400,000 to an affiliate of Oaktree's Principal Activities Group, which in the aggregate was 1% of the total amount of available commitments under the bridge facility. This bridge facility was not drawn and terminated upon Regal Cinemas' emergence from bankruptcy.

Reorganization Payments

        During the period from July 2000 to April 2001, in a series of arm's-length transactions effected through brokers, Anschutz purchased for cash at varying prices from unaffiliated third party lenders (i) $435.3 million in outstanding principal amount of Regal Cinemas' revolving and term indebtedness under its prepetition senior credit facilities and (ii) $572.7 million in outstanding principal amount of Regal Cinemas' 9¹/2% senior subordinated notes due 2008 and 8⁷/8% senior subordinated notes due 2010. The senior bank debt was converted into approximately 60.0% of the common stock of Regal Cinemas and the subordinated notes were satisfied and retired by a cash payment equal to $129.5 million in Regal Cinemas reorganization proceedings.

        During the period from July 2000 to January 2001, in a series of arm's-length transactions effected through brokers, Oaktree's Principal Activities Group purchased for cash at varying prices from unaffiliated third party lenders (i) $108.8 million in outstanding principal amount of Regal Cinemas' revolving and term indebtedness under its prepetition senior credit facilities and (ii) $131.4 million in outstanding principal amount of Regal Cinemas' 9¹/2% senior subordinated notes due 2008 and 8⁷/8% senior subordinated notes due 2010. The senior bank debt was converted into approximately 15.0% of

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the common stock of Regal Cinemas and the subordinated notes were satisfied and retired by a cash payment equal to $29.7 million in Regal Cinemas' reorganization proceedings.

        During the period from August 2000 to January 2001, in a series of arm's-length transactions effected through brokers, Anschutz purchased for cash at varying prices from unaffiliated third party lenders $20.0 million in outstanding principal amount of Edwards Theatres' revolving and term indebtedness under its prepetition senior credit facilities. This indebtedness, along with a cash investment, was converted into $8.0 million of senior subordinated notes, approximately 63.1% of the preferred stock and approximately 40.8% of the common stock of Edwards Theatres in its reorganization proceedings.

        During the period from August 2000 to January 2001, in a series of arm's-length transactions effected through brokers, Oaktree's Principal Activities Group purchased for cash at varying prices from unaffiliated third party lenders $5.0 million in outstanding principal amount of indebtedness of Edwards Theatres' revolving and term indebtedness under its prepetition senior credit facilities. This indebtedness, along with a cash investment, was converted into $2.0 million of senior subordinated notes, approximately 15.8% of the preferred stock and approximately 10.2% of the common stock of Edwards Theatres in its reorganization proceedings. After Edwards Theatres emerged from bankruptcy, Anschutz and Oaktree's Principal Activities Group purchased for cash an additional 32.7% of the common stock of Edwards Theatres from members of the Edwards family.

        Regal Cinemas.    As members of the class of holders of Regal Cinemas' former senior credit facilities, Anschutz, Oaktree's Principal Activities Group and Greenwich Street Capital Partners, which we refer to as GSCP, received $33.6 million, $5.6 million and $6.0 million, respectively, in respect of accrued but unpaid interest. As members of the class of holders of Regal Cinemas' subordinated debt, Anschutz received cash payments of approximately $129.5 million, Oaktree's Principal Activities Group received cash payments of approximately $29.7 million and GSCP received cash payments of approximately $5.5 million in satisfaction of these claims, which payments equaled approximately 20% of the principal amount of subordinated debt held by them. Anschutz has received cash payments of approximately $3.2 million, Oaktree's Principal Activities Group received cash payments of approximately $800,000 and Regal Entertainment and GSCP has received cash payments of approximately $50,000 in respect of certain documented expenses incurred in connection with Regal Cinemas' restructuring. In addition, Regal Entertainment paid GSCP $1,000,000 for restructuring services.

        Edwards Theatres.    Under Edwards Theatres' plan of reorganization, Anschutz and Oaktree's Principal Activities Group will contribute to Edwards Theatres $0.90 for each $1.00 of allowed general unsecured claims in excess of $55.0 million, up to $13.5 million. For each $900 contributed, Anschutz and Oaktree's Principal Activities Group will receive $1,044, up to a maximum of $15,663,333, from Ms. Carole Ann Ruoff and Ms. Joan Edwards Randolph, both former stockholders of Edwards Theatres; and from Edwards Affiliated Holdings, LLC, a company controlled by Mr. W. James Edwards, another former stockholder of Edwards Theatres. Regal Entertainment will also acquire up to 331,451 shares of its Class A common stock from Edwards Affiliated Holdings, LLC, based on the dollar amount contributed by Anschutz and Oaktree's Principal Activities Group. Anschutz and Oaktree's Principal Activities Group will, in turn, receive the same number of shares from Regal Entertainment, and will also receive from Ms. Ruoff and Ms. Randolph an aggregate of up to $7,384,469 in cash, in each instance based on the amount contributed and allocated between Anschutz and Oaktree's Principal Activities Group in relation to their respective contributions.

        In addition, Anschutz and Oaktree's Principal Activities Group will contribute to Edwards Theatres $0.90 for each $1.00 of allowed general unsecured claims in excess of $70.0 million. In exchange for these contributions, Regal Entertainment will acquire up to 1,383,461 shares of its Class A common stock from Edwards Affiliated Holdings, LLC based on the amount contributed by Anschutz and Oaktree's Principal Activities Group. Anschutz and Oaktree's Principal Activities Group will, in turn,

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receive the same number of shares from Regal Entertainment, and will also receive from Ms. Ruoff and Ms. Randolph up to an aggregate of $5,935,531 in cash, in each instance based on the amount contributed and allocated between Anschutz and Oaktree's Principal Activities Group in relation to their respective contributions.

Redemption of Edwards Theatres' Series A Preferred Stock and Series B Preferred Stock

        In connection with the formation of Regal Entertainment, Edwards Theatres issued 135,000 shares of its Class A common stock to the holders of Edwards Theatres' Series A preferred stock and 115,000 shares of its Class B common stock to the holders of Edwards Theatres' Series B preferred stock in consideration for the elimination of voting rights on such preferred stock.

        On April 17, 2002, we used a portion of the proceeds from the 9³/8% senior subordinated notes issued on April 17, 2002 to cause Edwards Theatres to redeem its Series A and Series B preferred stock. Anschutz received $47.8 million and Oaktree's Principal Activities Group received $11.9 million in the redemption of Edwards Theatres' Series A preferred stock held by them. Edwards Affiliated Holdings, LLC, an entity controlled by Edwards Theatres' former stockholder and director, W. James Edwards, III and Mr. Edwards' sisters received an aggregate of $15.7 million in the redemption of the Edwards Theatres' Series B preferred stock held by them.

Payment of Edwards Theatres' Senior Subordinated Notes

        On April 17, 2002, we used a portion of the proceeds from our 9³/8% senior subordinated notes issued on April 17, 2002 to cause Edwards Theatres to redeem from Anschutz approximately $9.6 million and Oaktree's Principal Activities Group approximately $2.4 million owed on the senior subordinated notes issued by Edwards Theatres to Anschutz and Oaktree's Principal Activities Group.

Guaranties of Certain Edwards Theatres' Lease Obligations

        On March 8, 2002, Anschutz entered into a Guaranty for the benefit of Starwood Wasserman Fresno LLC pursuant to which Anschutz unconditionally and irrevocably agreed to guaranty the full and timely payment and performance of all of the duties, obligations and covenants of Edwards Theatres under a Lease dated December 27, 1999 entered into by Edwards Theatres and Starwood Wasserman Fresno LLC. Under such Lease, Edwards Theatres leases property located in Fresno, California from Starwood Wasserman Fresno LLC for the purpose of operating a theatre on such property. Pursuant to the Guaranty, if Edwards Theatres defaults under the Lease, whether by failing to pay rent when due, failing to use the premises as a motion picture theatre facility as provided under the Lease, failing to maintain the premises as required by the Lease or otherwise, Starwood Wasserman Fresno LLC may proceed immediately against Anschutz or Edwards Theatres, or both, or may enforce against Anschutz or Edwards Theatres, or both, any rights it has under the Lease or pursuant to applicable laws.

        Anschutz entered into the Guaranty with Starwood Wasserman Fresno LLC because Starwood Wasserman Fresno LLC would not accept a guaranty from Regal Entertainment, the intended guarantor, prior the completion of its initial public offering, and Edwards Theatres was required to deliver an acceptable guaranty to Starwood Wasserman Fresno LLC as a condition to completing the exchange transaction with Regal Entertainment, which was required to be completed prior to the Regal Entertainment initial public offering. Because Regal Entertainment has completed its initial public offering, Starwood Wasserman Fresno LLC has agreed to accept a replacement guaranty from Regal Entertainment. Accordingly, Anschutz and Regal Entertainment intend to have the Guaranty terminated and replaced by a new guaranty from Regal Entertainment, substantially in the form of the Guaranty, for the benefit of Starwood Wasserman Fresno LLC.

        On March 8, 2002, Anschutz entered into a Guaranty for the benefit of Starwood Wasserman Ontario LLC pursuant to which Anschutz unconditionally and irrevocably agreed to guaranty the full

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and timely payment and performance of all of the duties, obligations and covenants of Edwards Theatres under a Lease dated July 16, 1999 entered into by Edwards Theatres and Starwood Wasserman Ontario LLC. Under such Lease, Edwards Theatres leases property located in Ontario, California from Starwood Wasserman Ontario LLC for the purpose of operating a theatre on such property. Pursuant to the Guaranty, if Edwards Theatres defaults under the Lease, whether by failing to pay rent when due, failing to use the premises as a motion picture theatre facility as provided under the Lease, failing to maintain the premises as required by the Lease or otherwise, Starwood Wasserman Ontario LLC may proceed immediately against Anschutz or Edwards Theatres, or both, or may enforce against Anschutz or Edwards Theatres, or both, any rights it has under the Lease or pursuant to applicable laws.

        Anschutz entered into the Guaranty with Starwood Wasserman Ontario LLC because Starwood Wasserman Ontario LLC would not accept a guaranty from Regal Entertainment, the intended guarantor, prior the completion of its initial public offering, and Edwards Theatres was required to deliver an acceptable guaranty to Starwood Wasserman Ontario LLC as a condition to completing the exchange transaction with Regal Entertainment, which was required to be completed prior to the Regal Entertainment initial public offering. Because Regal Entertainment has completed its initial public offering, Starwood Wasserman Ontario LLC has agreed to accept a replacement guaranty from Regal Entertainment. Accordingly, Anschutz and Regal Entertainment intend to have the Guaranty terminated and replaced by a new guaranty from Regal Entertainment, substantially in the form of the Guaranty, for the benefit of Starwood Wasserman Ontario LLC.

Employment Agreements

        In connection with its the bankruptcy reorganization, Regal Cinemas entered into Employment Agreements with Messrs. Campbell and Dunn and Ms. Miles. Except with respect to arrangements related to severance, these agreements have been superseded by employment agreements with Regal Entertainment. For the details of these agreements, please see "Management—Employment Agreements."

Indemnification Agreements

        Regal Cinemas has entered into indemnification agreements with each of Michael L. Campbell, Peter B. Brandow, Gregory W. Dunn and Amy E. Miles. The idemnification agreements provide that Regal Cinemas will indemnify each of those individuals against claims arising out of events or occurrences related to that individual's service as an agent of Regal Cinemas, except among other restrictions to the extent such claims arise from conduct that was knowingly fraudulent, a knowing violation of law or of any policy of Regal Cinemas, deliberately dishonest or in bad faith or constituted willful misconduct.

Regal CineMedia Services Agreement

        We intend to enter into a services agreement with Regal CineMedia, which is a wholly owned subsidiary of Regal Entertainment. Regal CineMedia's business is focused on generating revenues through exploiting ancillary business uses of theatres operated by Regal Entertainment. Under this agreement, Regal CineMedia will develop, market and implement advertising, alternative programming and other uses of our theatres unrelated to the exhibition of motion pictures and concession sales. We have not yet determined the amount of fees and expenses payable under this agreement, but we anticipate that they will be customary for agreements of this nature.

Management Agreements

        We intend to enter into a management agreement with United Artists Theatre Circuit, Inc. which is a wholly owned subsidiary of United Artists Theatre Company, which is a majority-owned subsidiary

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of Regal Entertainment. Under this agreement, we will provide certain financial, operational and management services to United Artists Theatre Circuit, Inc. We have not yet determined the amount of fees and expenses payable under this agreement, but we anticipate that they will be customary for agreements of this nature.

        We may also enter into a management agreement with Regal Entertainment to provide certain financial, operational and management services. We have not yet determined the amount of fees and expenses payable under this agreement, but we anticipate that they would be customary for agreements of this nature.

PRINCIPAL STOCKHOLDER

        Upon the formation of Regal Entertainment, Regal Entertainment became our sole stockholder. Thereafter, Regal Entertainment contributed our capital stock to its wholly owned direct subsidiary, Regal Entertainment Holdings. Regal Entertainment Holdings is our sole stockholder.

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DESCRIPTION OF CERTAIN INDEBTEDNESS

        The following is a summary of the material terms of several of our other material debt obligations. This summary does not restate in entirety the terms of the agreements under which we incurred these debt obligations. We urge you to read these agreements that are included as exhibits to the Registration Statement of which this prospectus forms a part because they, and not these summaries, define our rights and obligations.

Senior Credit Facilities

        We entered into a senior credit agreement with several financial institutions including Lehman Brothers Inc., Credit Suisse First Boston Corporation, General Electric Capital Corporation and Lehman Commercial Paper Inc. on January 29, 2002. Under the credit agreement, the lenders advanced us $270.0 million through a senior secured term loan and have made available, subject to the satisfaction of conditions customary for the extensions of credit of this type, an additional $100.0 million through a senior secured revolving credit facility. The term loan amortizes at a rate of 5% per annum for the first five years, with the remaining 75% due on January 29, 2008. The revolving credit facility became available on January 29, 2002 and will be available until January 29, 2007.

        Borrowings bear interest, at our option, at either the base rate or Eurodollar rate plus, in each case, an applicable margin. The applicable margin for loans under the revolving credit facility is subject to adjustment based upon our consolidated total leverage ratio. The base rate is a fluctuating interest rate equal to the higher of (a) the British Banking Association's prime rate or (b) the Federal Funds Effective Rate plus 0.5%. We must also pay customary administration fees, expenses and commitment fees on the unused portion of the revolving credit facility and provide indemnities for liabilities arising in particular circumstances.

        We may prepay borrowings under the credit agreement in whole or in part, in minimum amounts and subject to certain other conditions set forth in the credit agreement. We are required to make mandatory prepayments to the lenders from:

•

the net cash proceeds from asset sales in particular circumstances specified in the credit agreement;



•

up to 50% of their excess cash flow; and



•

the net cash proceeds from new debt or equity issuances in particular circumstances specified in the credit agreement.

        The mandatory prepayment of the obligations under the credit agreement are subject to specified exceptions. The lenders under the term loan facility may elect to decline any mandatory prepayment.

        Our obligations are secured by, among other things, the capital stock of most of our subsidiaries, mortgages on most of the properties and a security interest in substantially all of the assets of Regal Cinemas.

        The credit agreement includes several financial covenants. We cannot permit, at the end of each applicable fiscal quarter:

•

our ratio of consolidated total debt to consolidated EBITDA to exceed the ratio of (a) 3.75 to 1 for the first through third fiscal quarters in 2002, (b) 3.50 to 1 for the fourth fiscal quarter in 2002 through the third fiscal quarter in 2004 and (c) 3.25 to 1 for the fourth fiscal quarter in 2004 through the fourth fiscal quarter in 2007 and thereafter;



•

our ratio of consolidated EBITDA plus consolidated rent expense to interest plus rent expense to be less than 1.50 to 1 for any period of four consecutive fiscal quarters;

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•

our ratio of consolidated senior debt to consolidated EBITDA to exceed the ratio of (a) 2.65 to 1 for the first through the third fiscal quarters in 2002, (b) 2.40 to 1 for the fourth fiscal quarter 2002 through the third fiscal quarter in 2003, (c) 2.15 to 1 from the fourth fiscal quarter in 2003 through the third fiscal quarter in 2004, (d) 2.00 to 1 from the fourth fiscal quarter in 2004 through the third fiscal quarter in 2005, (e) 1.75 to 1 from the fourth fiscal quarter in 2005 through the fourth fiscal quarter in 2007 and thereafter;



•

our ratio of consolidated adjusted debt to consolidated EBITDA plus consolidated rent expense to exceed the ratio of (a) 5.75 to 1 for the first fiscal quarter in 2002 through the third fiscal quarter in 2002, (b) 5.50 to 1 for the fourth fiscal quarter in 2002 through the third fiscal quarter in 2004 and (c) 5.25 to 1 for the fourth fiscal quarter in 2004 through the fourth fiscal quarter in 2007 and thereafter; and



•

our capital expenditures as a percentage of the prior year's EBITDA to exceed 25% for fiscal 2002 and up to 35% for each year thereafter.

        The credit agreement also contains customary covenants, including limitations on our ability to incur debt, and events of default, including a change of control, as defined in the credit agreement. The credit agreement also limits our ability to pay dividends, to make advances to us or our other subsidiaries and otherwise to engage in intercompany transactions. These limitations will restrict our ability to fund operations outside of the Company with funds generated at the Company.

Regal Cinemas Leveraged Sale and Leaseback

        During 2000, Regal Cinemas entered into a sale and leaseback transaction with an unaffiliated third party, involving 15 of its owned theatres. Under the terms of this transaction, Regal Cinemas sold the land and related improvements of the theatres for $45.2 million and leased them back for an initial lease term of 20 years, with an option to extend it for up to 20 additional years. Regal Cinemas accounts for these leases as operating leases. Rent expense during the initial term is approximately $5.0 million annually. Regal Cinemas is amortizing the gain on the sale of $2.1 million over the initial lease term of 20 years and will offset rent expense.

Lease Financing Arrangements

        For certain of our new theatre sites built in fiscal years 1999, 2000 and 2001, we were considered the owner (for accounting purposes) of the theatre during the construction period. In accordance with Emerging Issues Task Force (EITF) No. 97-10, we were required to record the balance sheet obligations when the construction of the theatre was completed resulting in payments being recorded as interest expense and principal reduction rather than rent expense. These leases typically run for a period of 20 years.

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DESCRIPTION OF THE EXCHANGE NOTES

        The old notes were, and the exchange notes will be, issued pursuant to an indenture (the "Original Indenture") dated as of January 29, 2002, by and among Regal Cinemas Corporation, the Guarantors and U.S. Bank National Association, as trustee (the "Trustee") as such Original Indenture was amended by a first supplemental indenture dated as of April 17, 2002 by and among Regal Cinemas Corporation, the Guarantors and the Trustee (the "First Supplemental Indenture") and a second supplemental indenture dated as of April 17, 2002, by and among Regal Cinemas Corporation, Edwards Theatres and the subsidiaries of Edwards Theatres and the Trustee (the "Second Supplemental Indenture"). We refer to the Original Indenture, the First Supplemental Indenture and the Second Supplemental Indenture as the "Indenture".

        The following summaries of certain provisions of the Indenture and the Registration Rights Agreement dated as of January 29, 2002, by and among Regal Cinemas Corporation, the Guarantors and the Initial Purchasers (the "First Registration Rights Agreement") and the Registration Rights Agreement dated as of April 17, 2002, by and among Regal Cinemas Corporation, the Guarantors and the Initial Purchaser (the "Second Registration Rights Agreement") are summaries only, do not purport to be complete and are qualified in their entirety by reference to all of the provisions of the Indenture and the Registration Rights Agreements.

        You can find the definitions of certain capitalized terms in this section under the subheading "—Certain Definitions." For purposes of this section, references to "Company" or "we," "our," or "us" include only Regal Cinemas Corporation, a Delaware corporation and its successors in accordance with the terms of the Indenture and, except pursuant to the terms of the full and unconditional, joint and several Guarantees, not our Subsidiaries. For purposes of this section, references to "Regal Cinemas" include only Regal Cinemas, Inc., a Tennessee corporation.

        The terms of the notes include those stated in the Indenture and those made part of the Indenture by reference to the Trust Indenture Act of 1939, as amended (the "TIA"). The notes are subject to all such terms, and holders of notes are referred to the Indenture and the Trust Indenture Act for a statement thereof.

        The following description is a summary of the material provisions of the Indenture. It does not restate the Indenture in its entirety. We urge you to read the Indenture because it, and not this description, defines your rights as a holder of the notes.

Brief Description of the Exchange Notes and the Full and Unconditional, Joint and Several Guarantees

The Exchange Notes

        The exchange notes:

•

are our unsecured, senior subordinated obligations;



•

rank junior in right of payment with all of our existing and future Senior Indebtedness;



•

rank equal in right of payment with all of our existing and future senior subordinated Indebtedness;



•

rank senior in right of payment to all of our existing and future Subordinated Indebtedness; and



•

are fully and unconditionally, jointly and severally, guaranteed by the Guarantors.

        The exchange notes will be issued in fully registered form only, without coupons, in denominations of $1,000 and integral multiples thereof.

        The term "Subsidiaries" as used in this Description of the Exchange Notes does not include Unrestricted Subsidiaries. As of the date of this prospectus, none of our Subsidiaries are Unrestricted Subsidiaries. However, under certain circumstances, we will be able to designate current or future subsidiaries as Unrestricted Subsidiaries. Unrestricted Subsidiaries will not be subject to the restrictive covenants set forth in the Indenture.

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The Guarantees

        The notes will be jointly and severally irrevocably and unconditionally guaranteed (the "Guarantees") on an unsecured, senior subordinated basis by Regal Cinemas and each of its present Subsidiaries, other than the Exempted Subsidiaries, and by each of our future Subsidiaries (the "Guarantors"), other than Foreign Subsidiaries. The obligations of each Guarantor under its Guarantee, however, will be limited in a manner intended to avoid it being deemed a fraudulent conveyance under applicable law. The term "Subsidiaries" as used in this Description of the Exchange Notes, however, does not include Unrestricted Subsidiaries. See "Certain Bankruptcy Limitations" below. The Guarantees will be subordinated to the Senior Indebtedness of the Guarantors to the same extent as the notes are subordinated to the Senior Indebtedness of the Company.

Principal, Maturity and Interest

        The Indenture provides that, in addition to the $200 million aggregate principal amount of old notes issued on January 29, 2002 and the $150 million aggregate principal amount of old notes issued on April 17, 2002, we may issue an unlimited principal amount of additional notes having identical terms and conditions to the old notes issued on each of January 29, 2002 and April 17, 2002 (the "Additional Notes"), subject to compliance with the terms of the Indenture, including the covenant "Limitation on Incurrence of Additional Indebtedness and Disqualified Capital Stock." Any such Additional Notes would, for all purposes under the Indenture, be treated as part of the same series of securities as the notes issued on January 29, 2002 and April 17, 2002, except as stated otherwise in the "Description of Notes." The holders of the notes issued on January 29, 2002, April 17, 2002 and any Additional Notes, if any, vote together as one series on all matters with respect to the notes.

        The notes will mature on February 1, 2012. The notes will bear interest at the rate of 9³/8% per annum from January 29, 2002 or from the most recent date to which interest has been paid or provided for (the "Interest Payment Date"), payable semi-annually in arrears on February 1 and August 1 of each year, commencing August 1, 2002, to the Persons in whose names such notes are registered at the close of business on the January 15 or July 15 immediately preceding such Interest Payment Date. Interest will be calculated on the basis of a 360-day year consisting of twelve 30-day months.

Methods of Receiving Payments on the Notes

        Principal of, premium, if any, and interest (and Liquidated Damages, if any) on the notes will be payable, and the notes may be presented for registration of transfer or exchange, at our office or agency maintained for such purpose, which office or agency shall be maintained in the Borough of Manhattan, The City of New York. Except as set forth below, at our option, payment of interest may be made by check mailed to the holders of the notes at the addresses set forth upon our registry books. No service charge will be made for any registration of transfer or exchange of notes, but we may require payment of a sum sufficient to cover any tax or other governmental charge payable in connection therewith. Until otherwise designated by us, our office or agency will be the corporate trust office of the Trustee presently located at the office of the Trustee in the Borough of Manhattan, The City of New York.

Subordination

        The notes and the Guarantees will be our and the Guarantors' general, unsecured obligations, respectively, contractually subordinated in right of payment to all of our Senior Indebtedness and the Senior Indebtedness of the Guarantors, as applicable, including our obligations and the Guarantors' obligations under the Credit Agreement. This effectively means that holders of Senior Indebtedness must be paid in full in cash before any amounts are paid to the holders of the notes in the event we become bankrupt or are liquidated and that holders of Senior Indebtedness can block payments to the

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holders of the notes in the event of a default by us on such Senior Indebtedness, all as more fully described below.

        On a pro forma combined basis, as of March 28, 2002, after giving effect to the reorganization and the transactions, we would have had outstanding an aggregate of approximately $270.0 million of Senior Indebtedness, (all of which Indebtedness is secured), no Indebtedness that ranks equal in right of payment with the notes and no Subordinated Indebtedness.

        The rights of holders of the notes will be subordinated by operation of law to all existing and future indebtedness and preferred stock of our subsidiaries that are not Guarantors, which as of March 28, 2002 (after giving effect to the reorganization and the transactions) would have had no material indebtedness.

        Neither we nor any Guarantor may make payment (by set-off or otherwise) on account of any Obligation in respect of the notes, including the principal of, premium, if any, or interest (or Liquidated Damages) on the notes, or on account of the redemption provisions of the notes (including any repurchases of notes), for cash or property (other than Junior Securities):

        (1)  upon the maturity of any Senior Indebtedness in respect of which it is an obligor or guarantor, whether by lapse of time, acceleration (unless waived) or otherwise, unless and until all principal of, premium, if any, and the interest and other amounts on such Senior Indebtedness are first paid in full in cash and, in the case of Senior Indebtedness under the Credit Agreement, all letters of credit issued under the Credit Agreement shall either have been terminated or cash collateralized in accordance with the terms thereof, or

        (2)  in the event of default in the payment of any principal of, premium, if any, or interest or other amounts on Senior Indebtedness in respect of which it is an obligor or guarantor, when such Senior Indebtedness becomes due and payable, whether at maturity or at a date fixed for prepayment or by declaration or otherwise (a "Payment Default"), unless and until such Payment Default has been cured or waived or otherwise has ceased to exist or such Senior Indebtedness has been paid in full in cash.

        Upon (1) the happening of an event of default other than a Payment Default that permits the holders of Senior Indebtedness to declare such Senior Indebtedness to be due and payable and (2) written notice of such event of default delivered to us and the Trustee by the representative under the Credit Agreement or the holders of an aggregate of at least $25 million principal amount outstanding of any other Senior Indebtedness or their representative (a "Payment Blockage Notice"), then, unless and until such event of default has been cured or waived or otherwise has ceased to exist, no payment (by set-off or otherwise) may be made by or on behalf of us or any Guarantor, in each case, which is an obligor or guarantor under such Senior Indebtedness, on account of any Obligation in respect of the notes, including the principal of, premium, if any, or interest (or Liquidated Damages) on the notes, (including any repurchases of any of the notes), or on account of the redemption provisions of the notes, in any such case, other than payments made with Junior Securities. Notwithstanding the foregoing, unless the Senior Indebtedness in respect of which such event of default exists has been declared due and payable in its entirety within 179 days after the Payment Blockage Notice is delivered as set forth above (the "Payment Blockage Period") (and such declaration has not been rescinded or waived), at the end of the Payment Blockage Period, we shall and the Guarantors shall be required to pay all sums not previously paid to the holders of the notes during the Payment Blockage Period due to the foregoing prohibitions and to resume all other payments as and when due on the notes.

        Any number of Payment Blockage Notices may be given; provided, however, that:

        (1)  not more than one Payment Blockage Notice shall be given within a period of any 360 consecutive days, and

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        (2)  no non-Payment Default that existed upon the date of such Payment Blockage Notice or the commencement of such Payment Blockage Period shall be made the basis for the commencement of any other Payment Blockage Period unless such default shall have been cured or waived for a period of not less than 90 days (for purposes of this provision, any subsequent action, or any subsequent breach of any financial covenant for a period commencing after the expiration of such Payment Blockage Period that, in either case, would give rise to a new event of default, even though it is an event that would also have been a separate breach pursuant to any provision under which a prior event of default previously existed, shall constitute a new event of default for this purpose).

        Upon any distribution of our or any Guarantor's assets upon any dissolution, winding up, total or partial liquidation or reorganization of us or a Guarantor, whether voluntary or involuntary, in bankruptcy, insolvency, receivership or a similar proceeding or upon assignment for the benefit of creditors or any marshaling of assets or liabilities:

        (1)  the holders of all of our or such Guarantor's Senior Indebtedness, as applicable, will first be entitled to receive payment in full in cash and all letters of credit issued under the Credit Agreement will either have been terminated or cash collateralized in accordance with the terms thereof before the holders of the notes are entitled to receive any payment (other than in the form of Junior Securities) on account of any Obligation in respect of the notes, including the principal of, premium, if any, and interest (or Liquidated Damages) on the notes; and

        (2)  any payment or distribution of our or such Guarantor's assets of any kind or character from any source, whether in cash, property or securities (other than Junior Securities) to which the holders of the notes or the Trustee on behalf of the holders of the notes would be entitled (by set-off or otherwise), except for the subordination provisions contained in the Indenture, will be paid by the liquidating trustee or agent or other Person making such a payment or distribution directly to the holders of such Senior Indebtedness or their representative to the extent necessary to make payment in full in cash on all such Senior Indebtedness remaining unpaid, after giving effect to any concurrent payment or distribution to the holders of such Senior Indebtedness.

        In the event that, notwithstanding the foregoing, any payment or distribution of our or any Guarantor's assets (other than Junior Securities) shall be received by the Trustee or the holders of the notes at a time when such payment or distribution is prohibited by the foregoing provisions, such payment or distribution shall be held in trust for the benefit of the holders of such Senior Indebtedness, and shall be immediately paid or delivered by the Trustee or such Holders, as the case may be, to the holders of such Senior Indebtedness remaining unpaid or to their representative or representatives, or to the trustee or trustees under any indenture pursuant to which any instruments evidencing any of such Senior Indebtedness may have been issued, ratably according to the aggregate principal amounts remaining unpaid on account of such Senior Indebtedness held or represented by each, for application to the payment of all such Senior Indebtedness remaining unpaid, to the extent necessary to pay all such Senior Indebtedness in full in cash after giving effect to any concurrent payment or distribution to the holders of such Senior Indebtedness.

        The Indenture provides that, the right of any Holder to receive payment of the principal of, premium and interest (and Liquidated Damages, if any) on the notes, on or after the respective due dates expressed in the notes or to bring suit for the enforcement of any such payment on or after such respective dates, shall not be impaired or affected without the consent of such Holder. The subordination provisions of the Indenture and the notes does not prevent the occurrence of any Default or Event of Default under the Indenture.

        As a result of these subordination provisions, in the event of the liquidation, bankruptcy, reorganization, insolvency, receivership or similar proceeding or an assignment for the benefit of our

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creditors or a marshaling of our assets and liabilities, Holders of the notes may receive ratably less than other creditors.

        The Guarantees of the Guarantors will be the Guarantors' general, unsecured obligations and will be contractually subordinated in right of payment to all Senior Indebtedness of the Guarantors, including the Guarantors' obligations under the Credit Agreement, to the same extent as the as the notes are subordinated in right of payment to all of our Senior Indebtedness. On a pro forma basis, as of March 28, 2002, after giving effect to the reorganization and the transactions, the Guarantors would have had outstanding an aggregate of approximately $270.0 million of Senior Indebtedness (all of which Indebtedness is secured), no Indebtedness that ranks equal in right of payment with the Guarantees and no Subordinated Indebtedness under the Indenture, and $115.6 million of lease financing arrangements and other long-term debt outstanding.

Certain Bankruptcy Limitations

        We conduct our operations through our Subsidiaries, including the Exempted Subsidiaries. Accordingly, our ability to meet our cash obligations is dependent upon the ability of our Subsidiaries (and our Unrestricted Subsidiaries, if any) to make cash distributions to us. Furthermore, any right we have to receive the assets of any such subsidiary upon such subsidiary's liquidation or reorganization (and the consequent right of the Holders to participate in the distribution of the proceeds of those assets) effectively will be subordinated by operation of law to the claims of such subsidiary's creditors (including trade creditors) and holders of its preferred stock, except to the extent that we are recognized as a creditor or preferred stock holder of such subsidiary, in which case our claims would still be subordinate to any indebtedness or preferred stock of such subsidiary senior in right of payment to that held by us. See "Risk Factor—Our ability to repay the notes and our other debt depends on cash flow from our subsidiaries."

Optional Redemption

        Except as set forth in the second following paragraph, we will not have the right to redeem any notes prior to February 1, 2007.

        At any time on or after February 1, 2007, we may redeem the notes for cash at our option, in whole or in part, at the following redemption prices (expressed as percentages of the principal amount) if redeemed during the 12-month period commencing February 1 of the years indicated below, in each case together with accrued and unpaid interest (and Liquidated Damages, if any), thereon to the date of redemption of the notes ("Redemption Date"):

Year	Percentage
2007	104.688	%
2008	103.125	%
2009	101.563	%
2010 and thereafter	100.000	%

        At any time on or prior to February 1, 2005, upon one or more Public Equity Offerings, up to 35% of the aggregate principal amount of the notes issued pursuant to the Indenture may be redeemed at our option within 90 days of the closing of any such Public Equity Offering, from the Net Cash Proceeds of such Public Equity Offering, at a redemption price equal to 109.375% of principal, together with accrued and unpaid interest (and Liquidated Damages, if any) thereon to the Redemption Date; provided, however, that immediately following each such redemption not less than 65% of the aggregate principal amount of the notes originally issued pursuant to the Indenture on the Issue Date remain outstanding.

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        If the Redemption Date hereunder is on or after an interest record date ("Record Date") on which the holders of the notes of record have a right to receive the corresponding interest due (and Liquidated Damages, if any) and on or before the associated Interest Payment Date, any accrued and unpaid interest (and Liquidated Damages, if any) due on such Interest Payment Date will be paid to the Person in whose name a note is registered at the close of business on such Record Date.

Mandatory Redemption

        The notes will not have the benefit of any sinking fund and neither we nor the Guarantors will be required to make any mandatory redemption payments with respect to the notes.

Selection and Notice

        In the case of a partial redemption, the Trustee shall select the notes or portions thereof for redemption on a pro rata basis, by lot or in such other manner it deems appropriate and fair. The notes may be redeemed in part in multiples of $1,000 only.

        Notice of any redemption will be sent, by first class mail, at least 30 days and not more than 60 days prior to the Redemption Date to the Holder of each note to be redeemed to such Holder's last address as then shown upon our registry books. Any notice which relates to a note to be redeemed in part only must state the portion of the principal amount equal to the unredeemed portion thereof and must state that on and after the Redemption Date, upon surrender of such note, a new note or notes in a principal amount equal to the unredeemed portion thereof will be issued. On and after the Redemption Date, interest will cease to accrue on the notes or portions thereof called for redemption, unless we default in the payment thereof.

Repurchase at the Option of Holders

Change of Control

        The Indenture provides that in the event that a Change of Control has occurred, each Holder of notes will have the right, at such Holder's option, pursuant to an offer (subject only to conditions required by applicable law, if any) by us (the "Change of Control Offer"), to require us to repurchase all or any part of such Holder's notes (provided, that the principal amount of such notes must be $1,000 or an integral multiple thereof) on a date (the "Change of Control Purchase Date") that is no later than 90 days after the occurrence of such Change of Control, at a cash price equal to 101% of the principal amount thereof (the "Change of Control Purchase Price"), together with accrued and unpaid interest (and Liquidated Damages, if any), to the Change of Control Purchase Date.

        The Change of Control Offer shall be made within 30 days following a Change of Control and shall remain open for at least 20 Business Days following its commencement (the "Change of Control Offer Period"). Upon expiration of the Change of Control Offer Period, we shall promptly purchase all notes properly tendered in response to the Change of Control Offer.

        Notwithstanding the foregoing, we will not be required to make a Change of Control Offer if a third party makes the Change of Control Offer in the manner, at the times and otherwise in compliance with the requirements set forth in the Indenture applicable to a Change of Control Offer made by us, including any requirements to repay in full all Indebtedness under the Credit Agreement, any of our other Senior Indebtedness or Senior Indebtedness of any Guarantor or obtain the consents of such lenders to such Change of Control Offer as set forth in the following paragraph, and purchases all notes validly tendered and not withdrawn under such Change of Control Offer.

        The Indenture provides that, prior to the commencement of a Change of Control Offer, but in any event within 30 days following any Change of Control, we will:

        (1)  (a) repay in full in cash and terminate all commitments under Indebtedness under the Credit Agreement and all other Senior Indebtedness the terms of which require repayment upon a

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Change of Control or (b) offer to repay in full and terminate all commitments under all Indebtedness under the Credit Agreement and all such other Senior Indebtedness and repay the Indebtedness owed to each lender which has accepted such offer in full, or

        (2)  obtain the requisite consents under the Credit Agreement and all such other Senior Indebtedness to permit the repurchase of the notes as provided herein.

        Our failure to comply with the preceding sentence shall constitute an Event of Default described in clause (3) under "Events of Default" below, but without giving effect to the stated exceptions in such clause.

        On or before the Change of Control Purchase Date, we will:

        (1)  accept for payment notes or portions thereof properly tendered pursuant to the Change of Control Offer,

        (2)  deposit with the paying agent for us (the "Paying Agent") cash sufficient to pay the Change of Control Purchase Price (together with accrued and unpaid interest (and Liquidated Damages, if any) to the Change of Control Purchase Date) of all notes so tendered, and

        (3)  deliver or cause to be delivered to the Trustee the notes so accepted together with an Officers' Certificate listing the notes or portions thereof being purchased by us.

        We promptly will pay or cause to be paid to the Holders of notes so accepted an amount equal to the Change of Control Purchase Price (together with accrued and unpaid interest (and Liquidated Damages, if any) to the Change of Control Purchase Date) and the Trustee promptly will authenticate and deliver to such Holders a new note equal in principal amount to any unpurchased portion of the note surrendered. Any notes not so accepted will be delivered promptly by us to the Holder thereof. We publicly will announce the results of the Change of Control Offer on or as soon as practicable after the Change of Control Purchase Date.

        The Change of Control purchase feature of the notes may make more difficult or discourage a takeover of us, and, thus, the removal of incumbent management. No assurances can be given that we will be able to acquire notes tendered upon the occurrence of a Change of Control.

        Any Change of Control Offer will be made in compliance with all applicable laws, rules and regulations, including, if applicable, Regulation 14E under the Exchange Act and the rules thereunder and all other applicable Federal and state securities laws. To the extent that the provisions of any securities laws or regulations conflict with the provisions of this covenant, our compliance or compliance by any of the Guarantors with such laws and regulations shall not in and of itself cause a breach of their obligations under such covenant.

        If the Change of Control Purchase Date hereunder is on or after an interest payment Record Date and on or before the associated Interest Payment Date, any accrued and unpaid interest (and Liquidated Damages, if any) due on such Interest Payment Date will be paid to the Person in whose name a note is registered at the close of business on such Record Date.

Sale of Assets and Subsidiary Stock

        The Indenture provides that we will not and the Guarantors will not, and neither we nor the Guarantors will permit any of our Subsidiaries to, in one or a series of related transactions, (i) convey, sell, transfer, assign or otherwise dispose of, directly or indirectly, any of their property, business or assets, including by merger or consolidation (in the case of a Guarantor or one of our Subsidiaries), or any sale and leaseback transaction, or (ii) sell, transfer or issue any Equity Interests of any of our Subsidiaries, whether by us or one of our Subsidiaries or through the issuance, sale or transfer of Equity Interests by one of our Subsidiaries (any of the foregoing, an "Asset Sale"), unless:

        (1)  at least 75% of the total consideration for such Asset Sale or series of related Asset Sales consists of cash, Cash Equivalents, Related Business Assets, or a combination thereof, and

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        (2)  with respect to any Asset Sale or related series of Asset Sales involving a conveyance sale, transfer, assignment or other disposition of securities, property or assets with an aggregate fair market value in excess of $5.0 million, our Board of Directors determines in good faith that we receive or such Subsidiary receives, as applicable, fair market value for such Asset Sale.

        For purposes of (1) above, the following shall be deemed cash consideration: (a) Senior Indebtedness or balance sheet liabilities (other than contingent liabilities) owed to trade creditors assumed by a transferee in connection with such Asset Sale, provided, that we are and our Subsidiaries are fully released from obligations in connection therewith; and (b) property that within 30 days of such Asset Sale is converted into cash or Cash Equivalents, provided that such cash and Cash Equivalents shall be treated as Net Cash Proceeds attributable to the original Asset Sale for which such property was received.

        The Indenture provides that within 365 days following such Asset Sale, the Net Cash Proceeds therefrom (the "Asset Sale Amount") may be:

        (a)  invested in Related Business Assets, used to make Restricted Investments that are not prohibited by the covenant "Limitation on Restricted Payments," or used to make Permitted Investments other than those permitted by clauses (a), (b), (d) and (e) of the definition of "Permitted Investments," or

        (b)  used to retire Senior Indebtedness and, in the case of Indebtedness outstanding under the Credit Agreement pursuant to clause (j) of the definition of "Permitted Indebtedness," to permanently reduce the amount of such Indebtedness outstanding on the Issue Date or permitted to be incurred pursuant to clause (j) of the definition of "Permitted Indebtedness," or

        (c)  applied to the optional redemption of the notes in accordance with the terms of the Indenture and to the optional redemption of other Indebtedness equal in right of payment with the notes with similar provisions requiring us to repurchase such Indebtedness with the proceeds from such Asset Sale, pro rata in proportion to the respective principal amounts (or accreted values in the case of Indebtedness issued with an original issue discount) of the notes and such other Indebtedness then outstanding,

except that, in the case of each of the provisions of clauses (a) and (b), only proceeds from an Asset Sale of assets or capital stock of a Foreign Subsidiary may be invested in or used to retire Indebtedness of a Foreign Subsidiary. Pending the final application of any Net Cash Proceeds, we may temporarily reduce revolving credit borrowings or otherwise invest the Net Cash Proceeds in any manner that is not prohibited by the Indenture.

        The accumulated Net Cash Proceeds from Asset Sales not applied as set forth in (a), (b) or (c) of the preceding paragraph shall constitute Excess Proceeds. Within 30 days after the date that the amount of Excess Proceeds exceeds $10.0 million, we shall apply an amount equal to the Excess Proceeds (rounded to the nearest $1,000) (the "Asset Sale Offer Amount") by making an offer to repurchase the notes and such other Indebtedness equal in right of payment with similar provisions requiring us to make an offer to purchase such Indebtedness with the proceeds from such Asset Sale pursuant to a cash offer (subject only to conditions required by applicable law, if any, pro rata in proportion to the respective principal amounts (or accreted values in the case of Indebtedness issued with an original issue discount) of the notes and such other Indebtedness then outstanding (the "Asset Sale Offer"). We will offer to purchase the notes in the Asset Sale Offer at a purchase price of 100% of the principal amount of the notes (the "Asset Sale Offer Price"), together with accrued and unpaid interest (and Liquidated Damages, if any) to the date of payment). Each Asset Sale Offer shall remain open for a minimum of 20 Business Days and not more than 60 days following its commencement (the "Asset Sale Offer Period").

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        Upon expiration of the Asset Sale Offer Period, we shall apply the Asset Sale Offer Amount to the purchase of all Indebtedness properly tendered in accordance with the provisions hereof (on a pro rata basis if the Asset Sale Offer Amount is insufficient to purchase all Indebtedness so tendered) at the Asset Sale Offer Price, together with accrued and unpaid interest (and Liquidated Damages, if any) to the date of payment, in the case of any notes that have been tendered, and the price required by the terms of any such other Indebtedness equal in right of payment with similar provisions requiring us to make an offer to purchase such Indebtedness with the proceeds from such Asset Sale. To the extent that the aggregate amount of notes and such other Indebtedness equal in right of payment to such notes tendered pursuant to an Asset Sale Offer is less than the Asset Sale Offer Amount, we may invest any remaining Net Cash Proceeds for general corporate purposes as otherwise permitted by the Indenture and following the consummation of each Asset Sale Offer the Excess Proceeds amount shall be reset to zero.

        Notwithstanding, and without complying with, the provisions of this covenant:

        (1)  we may and our Subsidiaries may, in the ordinary course of business, (a) convey, sell, transfer, assign or otherwise dispose of assets acquired and held for resale in the ordinary course of business and (b) liquidate cash or Cash Equivalents;

        (2)  we may and our Subsidiaries may convey, sell, transfer, assign or otherwise dispose of assets pursuant to and in accordance with the covenant "Limitation on Merger, Sale or Consolidation";

        (3)  we may and our Subsidiaries may sell or dispose of damaged, worn out or other obsolete personal property in the ordinary course of business so long as such property is no longer necessary for the proper conduct of our business or the business of such Subsidiary, as applicable;

        (4)  we may and our Subsidiaries may cancel the lease of a theater, and transfer or convey equipment contained in such theater to the lessor of such theater in connection with the termination of such lease, in the ordinary course of business, consistent with the Company's and its Subsidiaries' past practices, so long as such theater, and such equipment, if any, is no longer necessary for the proper conduct of our business or the business of such Subsidiary, as applicable;

        (5)  we may and the Guarantors may convey, sell, transfer, assign or otherwise dispose of assets to us or any of the Guarantors;

        (6)  we may and each of our Subsidiaries may surrender or waive contract rights or settle, release or surrender contract, tort or other litigation claims in the ordinary course of business or grant Liens (and permit foreclosure thereon) not prohibited by the Indenture;

        (7)  Foreign Subsidiaries may convey, sell, transfer, assign or otherwise dispose of assets to us, any of the Guarantors, or any other Foreign Subsidiary;

        (8)  we may and the Guarantors and the Exempted Subsidiaries may convey, sell, transfer, assign or otherwise dispose of assets to us or any of the Guarantors or the Exempted Subsidiaries;

        (9)  we may and our Subsidiaries may make conveyances, sales, assignments or other dispositions that constitute Permitted Investments (excluding clauses (a), (b), (c), (e) and (h) in the definition thereof) and Restricted Payments not prohibited by the covenant "Limitation on Restricted Payments"; and

        (10) we may, and our Subsidiaries may, in one or a series of related transactions, sell or dispose of assets for which we or our Subsidiaries receive aggregate consideration of less than $1.0 million.

        All Net Cash Proceeds from an Event of Loss shall be reinvested or used as otherwise provided above in clauses 1(a) or 1(b) of the first paragraph of this covenant.

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        Any Asset Sale Offer shall be made in compliance with all applicable laws, rules, and regulations, including, if applicable, Regulation 14E of the Exchange Act and the rules and regulations thereunder and all other applicable Federal and state securities laws. To the extent that the provisions of any securities laws or regulations conflict with the provisions of this paragraph, our compliance or the compliance of any of our subsidiaries with such laws and regulations shall not in and of itself cause a breach of our obligations under such covenant.

        If the payment date in connection with an Asset Sale Offer hereunder is on or after the Record Date for an Interest Payment Date and on or before the associated Interest Payment Date, any accrued and unpaid interest (and Liquidated Damages, if any,) due on such Interest Payment Date will be paid to the Person in whose name a note is registered at the close of business on such Record Date.

Certain Covenants

        The Indenture contains certain covenants that, among other things, restrict our ability to borrow money, pay dividends on or repurchase capital stock, make investments and sell assets or enter into mergers or consolidations. The following summary of certain covenants of the Indenture are summaries only, do not purport to be complete and are qualified in their entirety by reference to all of the provisions of the Indenture. We urge you to read the Indenture because it, and not this description, details your rights as a holder of the notes.

Limitation on Incurrence of Additional Indebtedness and Disqualified Capital Stock

        The Indenture provides that, except as set forth in this covenant, we will not and the Guarantors will not, and neither we nor the Guarantors will permit any of our Subsidiaries to, directly or indirectly, issue, assume, guaranty, incur, become directly or indirectly liable with respect to (including as a result of an Acquisition), or otherwise become responsible for, contingently or otherwise (individually and collectively, to "incur" or, as appropriate, an "incurrence"), any Indebtedness (including Disqualified Capital Stock and Acquired Indebtedness), other than Permitted Indebtedness.

        Notwithstanding the foregoing if:

        (1)  no Default or Event of Default would occur or be in existence after giving effect on a pro forma basis to such incurrence of Indebtedness and the use of the proceeds thereof, and

        (2)  on the date of such incurrence (the "Incurrence Date"), our Consolidated Coverage Ratio for the Reference Period immediately preceding the Incurrence Date, after giving effect on a pro forma basis to such incurrence of such Indebtedness and, to the extent set forth in the definition of Consolidated Coverage Ratio, the use of proceeds thereof, would be at least 2.00 to 1.00 (the "Debt Incurrence Ratio"),

then we, the Guarantors and our Foreign Subsidiaries may incur such Indebtedness (including Disqualified Capital Stock and Acquired Indebtedness).

        Indebtedness (including Disqualified Capital Stock) of any Person that is outstanding at the time such Person becomes one of our Subsidiaries (including upon designation of any subsidiary or other Person as a Subsidiary) or is merged with or into or consolidated with us or one of our Subsidiaries shall be deemed to have been incurred at the time such Person becomes or is designated one of our Subsidiaries or is merged with or into or consolidated with us or one of our Subsidiaries as applicable.

        Notwithstanding any other provision of this covenant, but only to avoid duplication, a guarantee of our Indebtedness or of the Indebtedness of a Guarantor incurred in accordance with the terms of the Indenture (other than Indebtedness incurred pursuant to clauses (b), (h) and (k) of the definition of Permitted Indebtedness) issued at the time such Indebtedness was incurred or if later at the time the guarantor thereof became one of our Subsidiaries will not constitute a separate incurrence, or amount

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outstanding, of Indebtedness. Upon each incurrence we may designate (and later redesignate) pursuant to which provision of this covenant any Indebtedness is being incurred and we may subdivide an amount of Indebtedness and designate (and later redesignate) more than one provision pursuant to which such amount of Indebtedness is being incurred and such Indebtedness shall not be deemed to have been incurred or outstanding under any other provision of this covenant, except as stated otherwise in the foregoing provisions.

Limitation on Restricted Payments

        The Indenture provides that we will not and the Guarantors will not, and neither we nor the Guarantors will permit any of our Subsidiaries to, directly or indirectly, make any Restricted Payment if, after giving effect to such Restricted Payment on a pro forma basis:

        (1)  a Default or an Event of Default shall have occurred and be continuing,

        (2)  we are not permitted to incur at least $1.00 of additional Indebtedness pursuant to the Debt Incurrence Ratio in the covenant "Limitation on Incurrence of Additional Indebtedness and Disqualified Capital Stock," or

        (3)  the aggregate amount of all Restricted Payments made by us and our Subsidiaries, on and after the Issue Date, would exceed, without duplication, the sum of:

        (a)  50% of our aggregate Consolidated Net Income for the period (taken as one accounting period), commencing on the first day of the first full fiscal quarter commencing after the Issue Date, to and including the last day of the fiscal quarter ended immediately prior to the date of each such calculation for which our consolidated financial statements are required to be delivered to the Trustee or, if sooner, filed with the Securities and Exchange Commission (the "Commission") (or, in the event Consolidated Net Income for such period is a deficit, then minus 100% of such deficit), plus

        (b)  the aggregate Net Cash Proceeds received by us from a Capital Contribution or from the sale of our Qualified Capital Stock (other than (i) to one of our Subsidiaries and (ii) to the extent applied in connection with a Qualified Exchange or a Permitted Investment pursuant to clause (f) of the definition thereof or, to avoid duplication, otherwise given credit for in any provision of the following paragraph), after the Issue Date, plus

        (c)  except in each case, in order to avoid duplication, to the extent any such payment or proceeds have been included in the calculation of Consolidated Net Income, an amount equal to the net reduction in Investments (other than returns of or from Permitted Investments) in any Person resulting from cash distributions on or cash payments in respect of any Investment (other than Permitted Investments), including payments of interest on Indebtedness, dividends, repayments of loans or advances, or other distributions or other transfers of assets, in each case to the Company or any Subsidiary or from the Net Cash Proceeds from the sale of any such Investment or from redesignations of Unrestricted Subsidiaries as Subsidiaries (valued in each case as provided in the definition of "Investments"), not to exceed, in each case, the amount of Investments previously made by us or any Subsidiary in such Person, including, if applicable, such Unrestricted Subsidiary, less the cost of disposition.

        The foregoing clauses (2) and (3) of the immediately preceding paragraph, however, will not prohibit:

        (a)  Restricted Payments pursuant to this clause (a) not to exceed $10.0 million in the aggregate from and after the Issue Date;

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        (b)  payments to the Principals or their Affiliates for financial advisory, financing and monitoring and oversight fees not to exceed $3.0 million in any fiscal year or payments to a parent entity for such purpose;

        (c)  the declaration and payment to holders of any class or series of Disqualified Capital Stock of ours or of any Subsidiary issued after the Issue Date in accordance with the covenant described above under "Limitation on Incurrence of Additional Indebtedness and Disqualified Capital Stock";

        and the provisions of the immediately preceding paragraph will not prohibit:

        (d)  Restricted Payments consisting of (i) repurchases of Capital Stock from our employees or directors (or their heirs or estates) or employees or directors (or their heirs or estates) of our Subsidiaries upon the death, disability or termination of employment and (ii) distributions to a parent entity that are used by such parent entity substantially concurrently with such distribution for repurchases of Capital Stock from employees or directors (or their heirs or estates) or employees or directors (or their heirs or estates) of the parent entity upon the death, disability or termination of employment; provided, that the aggregate amount of Restricted Payments made pursuant to this clause (d) shall not exceed the greater of (1) $1,000,000 in any fiscal year, or (2) the aggregate of (x) $1,000,000 in any fiscal year, plus (y) the difference between (A) $1,000,000 for each fiscal year beginning with the fiscal year that included the Issue Date, minus (B) the aggregate amount of Restricted Payments made pursuant to this clause (d); provided, that the aggregate amount of Restricted Payments made pursuant to this clause (d) shall not exceed $2,000,000 in any fiscal year,

        (e)  any dividend, distribution or other payments by any of our Subsidiaries on its Equity Interests that is paid pro rata to all holders of such Equity Interests,

        (f)    a Qualified Exchange,

        (g)  the payment of any dividend on Qualified Capital Stock within 60 days after the date of its declaration if such dividend could have been made on the date of such declaration in compliance with the foregoing provisions,

        (h)  payments to a parent entity, pursuant to this clause (h), (i) to enable the parent entity to pay Federal, state, local or foreign tax liabilities (a "Tax Payment"), not to exceed the amount of any tax liabilities that would be otherwise payable by us and our United States subsidiaries to the appropriate taxing authorities to the extent that the parent entity has an obligation to pay such tax liabilities relating to our operations, assets, or capital or those of our United States subsidiaries; provided that (x) notwithstanding the foregoing, in the case of determining the amount of a Tax Payment that is permitted to be paid by us and any of our United States subsidiaries in respect of their Federal income tax liability, such payment shall be determined assuming that we are the parent company of an affiliated group (the "Company Affiliated Group") filing a consolidated Federal income tax return and that the parent entity and each such United States subsidiary is a member of the Company Affiliated Group and (y) any Tax Payments shall either be used by the parent entity to pay such tax liabilities within 90 days of the parent entity's receipt of such payment or refunded to the payee, and (ii) in an aggregate amount not to exceed $1.0 million per year in order to pay legal and accounting expenses, payroll and other compensation expenses in the ordinary course of business, and other corporate overhead expenses in the ordinary course of business; or

        (i)    the repurchase of Equity Interests deemed to occur upon the exercise of stock options to the extent such Equity Interests represent a portion of the exercise price thereof.

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        The full amount of any Restricted Payment made pursuant to the foregoing clauses (a),(c), (d), (e) and (g) (but not pursuant to clauses (b), (f), (h) or (i)) of the immediately preceding sentence, however, will be counted as Restricted Payments made for purposes of the calculation of the aggregate amount of Restricted Payments available to be made referred to in clause (3) of the first paragraph under the heading "—Limitation on Restricted Payments."

        For purposes of this covenant, the amount of any Restricted Payment made or returned, if other than in cash, shall be the fair market value thereof, as determined in the good faith reasonable judgment of our Board of Directors, unless stated otherwise, at the time made or returned, as applicable. Additionally, within 5 days of each Restricted Payment, we shall deliver an Officers' Certificate to the Trustee describing in reasonable detail the nature of such Restricted Payment in excess of $500,000, stating the amount of such Restricted Payment, stating in reasonable detail the provisions of the Indenture pursuant to which such Restricted Payment was made and certifying that such Restricted Payment was made in compliance with the terms of the Indenture.

Limitation on Dividends and Other Payment Restrictions Affecting Subsidiaries

        The Indenture provides that we will not and the Guarantors will not, and neither we nor the Guarantors will permit any of our Subsidiaries to, directly or indirectly, create, assume or suffer to exist any consensual restriction on the ability of any of our Subsidiaries to pay dividends or make other distributions to or on behalf of, or to pay any obligation to or on behalf of, or otherwise to transfer assets or property to or on behalf of, or make or pay loans or advances to or on behalf of, us or any of our Subsidiaries, except:

        (1)  restrictions imposed by the notes or the Indenture or by our other Indebtedness (which may also be guaranteed by the Guarantors) ranking equal in right of payment with the notes or the Guarantees, as applicable, provided, that such restrictions are no more restrictive taken as a whole than those imposed by the Indenture and the notes,

        (2)  restrictions imposed by applicable law,

        (3)  restrictions in existence as of the Issue Date,

        (4)  restrictions under any Acquired Indebtedness not incurred in violation of the Indenture or any agreement (including any Equity Interest) relating to any property, asset, or business acquired by us or any of our Subsidiaries, which restrictions in each case existed at the time of acquisition, were not put in place in connection with or in anticipation of such acquisition and are not applicable to any Person, other than the Person acquired, or to any property, asset or business, other than the property, assets and business so acquired,

        (5)  any restriction imposed by Indebtedness incurred under the Credit Agreement or other Senior Indebtedness incurred pursuant to the covenant "Limitation on Incurrence of Additional Indebtedness and Disqualified Capital Stock," provided, that such restriction or requirement is not materially more restrictive than that imposed by the Credit Agreement, taken as a whole, as of the Issue Date,

        (6)  restrictions with respect solely to any of our Subsidiaries imposed pursuant to a binding agreement that has been entered into for the sale or disposition of all of the Equity Interests or assets of such Subsidiary; provided, that such restrictions apply solely to the Equity Interests or assets of such Subsidiary that are being sold,

        (7)  restrictions on transfer contained in Purchase Money Indebtedness incurred pursuant to the covenant "Limitation on Incurrence of Additional Indebtedness and Disqualified Capital Stock"; provided, that such restrictions relate only to the transfer of the property acquired, constructed, installed or improved with the proceeds of such Purchase Money Indebtedness,

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        (8)  customary provisions with respect to the disposition or distribution of assets in joint venture agreements and other similar agreements,

        (9)  restrictions on cash or other deposits or net worth requirements imposed by customers under contracts entered into in the ordinary course of business,

        (10) in connection with and pursuant to permitted Refinancings, replacements of restrictions imposed pursuant to clauses (1), (3), (4) or (7) or this clause (10) of this paragraph that are not more restrictive taken as a whole than those being replaced and do not apply to any other Person or assets than those that would have been covered by the restrictions in the Indebtedness so refinanced.

        Notwithstanding the foregoing, (a) customary provisions restricting subletting or assignment of or in any lease entered into in the ordinary course of business, consistent with industry practice and (b) any asset subject to a Lien which is not prohibited to exist with respect to such asset pursuant to the terms of the Indenture may be subject to customary restrictions on the transfer or disposition thereof pursuant to such Lien.

Limitation on Layering Indebtedness

        The Indenture provides that we will not and the Guarantors will not, and neither we nor the Guarantors will permit any of our Subsidiaries to, directly or indirectly, incur, or suffer to exist any Indebtedness that is contractually subordinate in right of payment to any of our other Indebtedness or any other Indebtedness of a Guarantor unless, by its terms, such Indebtedness is contractually subordinate in right of payment to, or ranks equal in right of payment with, the notes or the Guarantee, as applicable.

Limitation on Liens Securing Indebtedness

        The Indenture provides that we will not and the Guarantors will not, and neither we nor the Guarantors will permit any of our Subsidiaries to, create, incur, assume or suffer to exist any Lien of any kind, other than Permitted Liens, upon any of their respective assets now owned or acquired on or after the Issue Date or upon any income or profits therefrom securing any of our Indebtedness or any Indebtedness of any Guarantor, unless we provide, and cause our Subsidiaries to provide, concurrently therewith, that the notes and the applicable Guarantees are equally and ratably so secured for so long as such other Indebtedness is secured by such Lien; provided that if such Indebtedness is Subordinated Indebtedness, the Lien securing such Subordinated Indebtedness shall be contractually subordinate and junior to the Lien securing the notes (and any related applicable Guarantees) with the same relative priority as such Subordinated Indebtedness shall have with respect to the notes (and any related applicable Guarantees), and provided, further, that this clause shall not be applicable to any Liens securing any such Indebtedness that became our Indebtedness pursuant to a transaction subject to the provisions of the Indenture described below under "Limitation on Merger, Sale or Consolidation" or that constitutes Acquired Indebtedness and which in either case were in existence at the time of such transaction (unless such Indebtedness was incurred or such Lien created in connection with or in contemplation of, such transaction), so long as such Liens do not extend to or cover any of our property or assets or any property or assets of any of our Subsidiaries other than property or assets acquired in such transaction.

Limitation on Transactions with Affiliates

        The Indenture provides that neither we nor any of our Subsidiaries will be permitted on or after the Issue Date to enter into or suffer to exist any contract, agreement, arrangement or transaction with any Affiliate (an "Affiliate Transaction"), or any series of related Affiliate Transactions, (other than Exempted Affiliate Transactions), (1) unless it is determined that the terms of such Affiliate

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Transaction are fair and reasonable to us, and no less favorable to us than could have been obtained in an arm's length transaction with a non-Affiliate, and (2) if involving consideration to either party in excess of $2.0 million, unless such Affiliate Transaction(s) has been approved by a majority of the members of our Board of Directors (including a majority of members of our Board of Directors that are disinterested in such transaction, if there are any directors who are so disinterested), and (3) if involving consideration to either party in excess of $10.0 million, or $5.0 million if there are no disinterested directors for such transaction, unless, in addition we, prior to the consummation thereof, obtain a written favorable opinion as to the fairness of such transaction to us from a financial point of view from an independent investment banking firm of national reputation in the United States or, if pertaining to a matter for which such investment banking firms do not customarily render such opinions, an appraisal or valuation firm of national reputation in the United States. Within 5 days of any Affiliate Transaction(s) involving consideration to either party of $500,000 or more, we shall deliver to the Trustee an Officers' Certificate addressed to the Trustee certifying that such Affiliate Transaction (or Transactions) complied with clause (1), (2), and (3), as applicable.

Limitation on Merger, Sale or Consolidation

        The Indenture provides that we will not consolidate with or merge with or into another Person or, directly or indirectly, sell, lease, convey or transfer all or substantially all of our assets (such amounts to be computed on a consolidated basis), whether in a single transaction or a series of related transactions, to another Person or group of affiliated Persons, unless:

        (1)  either (a) we are the continuing entity or (b) the resulting, surviving or transferee entity is a corporation organized under the laws of the United States, any state thereof or the District of Columbia and expressly assumes by supplemental indenture all of our obligations in connection with the notes and the Indenture;

        (2)  no Default or Event of Default shall exist or shall occur immediately after giving effect on a pro forma basis to such transaction;

        (3)  unless such transaction is solely the merger of us and one of our previously existing Wholly Owned Subsidiaries that is also a Guarantor for the purpose of reincorporation into another jurisdiction and which transaction is not for the purpose of evading this provision and not in connection with any other transaction, immediately after giving effect to such transaction on a pro forma basis, the consolidated resulting, surviving or transferee entity would immediately thereafter be permitted to incur at least $1.00 of additional Indebtedness pursuant to the Debt Incurrence Ratio set forth in the covenant "Limitation on Incurrence of Additional Indebtedness and Disqualified Capital Stock" or, if not, the Debt Incurrence Ratio on a pro forma basis is at least equal to the Debt Incurrence Ratio immediately prior thereto; and

        (4)  each Guarantor, shall have by amendment to its Guarantee and, as applicable the Indenture, if necessary confirmed in writing that its Guarantee shall apply to our obligations or the obligations of the surviving entity in accordance with the notes and the Indenture.

        Upon any consolidation or merger or any transfer of all of our assets in accordance with the foregoing, the successor corporation formed by such consolidation or into which we are merged or to which such transfer is made shall succeed to and (except in the case of a lease) be substituted for, and may exercise every right and power of, us under the Indenture with the same effect as if such successor corporation had been named therein as we were named, and (except in the case of a lease) we shall be released from the obligations under the notes and the Indenture except with respect to any obligations that arise from, or are related to, such transaction.

        For purposes of the foregoing, the transfer (by lease, assignment, sale or otherwise) of all or substantially all of the properties and assets of one or more Subsidiaries, our interest in which

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constitutes all or substantially all of our properties and assets, shall be deemed to be the transfer of all or substantially all of our properties and assets.

Limitation on Lines of Business

        The Indenture provides that neither we nor any of our Subsidiaries will directly or indirectly engage to any substantial extent in any line or lines of business activity other than that which, in the reasonable good faith judgment of our Board of Directors, is a Related Business.

Guarantors

        The Indenture provides that all of our present Subsidiaries, other than the Exempted Subsidiaries, and all of our future Subsidiaries (other than Foreign Subsidiaries), jointly and severally will fully and unconditionally guaranty all principal, premium, if any, and interest on the notes on a senior subordinated basis. The term Subsidiary does not include Unrestricted Subsidiaries.

        Notwithstanding anything herein or in the Indenture to the contrary, if any of our Subsidiaries (including Foreign Subsidiaries) that is not a Guarantor guarantees any of our other Indebtedness or any other Indebtedness of any of the Guarantors, or we or any of our Subsidiaries, individually or collectively, pledges more than 65% of the Voting Equity Interests of a Foreign Subsidiary that is not a Guarantor to a lender to secure our Indebtedness or any Indebtedness of any Guarantor, then such Foreign Subsidiary must become a Guarantor.

Release of Guarantors

        The Indenture provides that no Guarantor will consolidate or merge with or into (whether or not such Guarantor is the surviving Person) another Person unless, (1) subject to the provisions of the following paragraph and the other provisions of the Indenture, the Person formed by or surviving any such consolidation or merger (if other than such Guarantor) assumes all the obligations of such Guarantor pursuant to a supplemental indenture in form reasonably satisfactory to the Trustee, pursuant to which such Person shall guarantee, on a senior subordinated basis, all of our obligations under the Indenture on the terms set forth in the Indenture; and (2) immediately before and immediately after giving effect to such transaction on a pro forma basis, no Default or Event of Default shall have occurred or be continuing. The provisions of the covenant shall not apply to the merger of any Guarantors with and into each other or with or into us.

        Upon the sale or disposition (including by merger or stock purchase) of a Guarantor (as an entirety) to an entity that is not and is not required to become a Guarantor, or the designation of a Subsidiary to become an Unrestricted Subsidiary, which transaction is otherwise in compliance with the Indenture (including, without limitation, the provisions of the covenant Limitations on Sale of Assets, and Subsidiary Stock), such Guarantor will be deemed released from its obligations under its Guarantee of the notes; provided, however, that any such termination shall occur only to the extent that all obligations of such Guarantor under all of its guarantees of, and under all of its pledges of assets or other security interests which secure, any of our Indebtedness or any Indebtedness of any other of our Subsidiaries shall also terminate upon such release, sale or transfer and none of its Equity Interests are pledged for the benefit of any holder of any of our Indebtedness or any Indebtedness of any of our Subsidiaries.

Limitation on Status as Investment Company

        The Indenture prohibits us and our Subsidiaries from being required to register as an "investment company" (as that term is defined in the Investment Company Act of 1940, as amended), or from otherwise becoming subject to regulation under the Investment Company Act.

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Reports

        The Indenture provides that whether or not we are subject to the reporting requirements of Section 13 or 15(d) of the Exchange Act, we will deliver to the Trustee and, to each holder and to prospective purchasers of notes identified to us by an Initial Purchaser, within 5 days after we are or would have been (if we were subject to such reporting obligations) required to file such with the Commission, annual and quarterly financial statements substantially equivalent to financial statements that would have been included in reports filed with the SEC, if we were subject to the requirements of Section 13 or 15(d) of the Exchange Act, including, with respect to annual information only, a report thereon by our certified independent public accountants as such would be required in such reports to the SEC, and, in each case, together with a management's discussion and analysis of financial condition and results of operations which would be so required and, unless the SEC will not accept such reports, file with the SEC the annual, quarterly and other reports which it is or would have been required to file with the SEC.

Events of Default and Remedies

        The Indenture defines an "Event of Default" as:

        (1)  our failure to pay any installment of interest (or Liquidated Damages, if any) on the notes as and when the same becomes due and payable and the continuance of any such failure for 30 days,

        (2)  our failure to pay all or any part of the principal, or premium, if any, on the notes when and as the same becomes due and payable at maturity, redemption, by acceleration or otherwise, including, without limitation, payment of the Change of Control Purchase Price or the Asset Sale Offer Price, on notes validly tendered and not properly withdrawn pursuant to a Change of Control Offer or Asset Sale Offer, as applicable,

        (3)  our failure or the failure by any of our Subsidiaries to observe or perform any other covenant or agreement contained in the notes or the Indenture and, except for the provisions under "Limitation on Merger, Sale or Consolidation," the continuance of such failure for a period of 30 days after written notice is given to us by the Trustee or to us and the Trustee by the holders of at least 25% in aggregate principal amount of the notes outstanding,

        (4)  certain events of bankruptcy, insolvency or reorganization in respect of us or any of our Significant Subsidiaries,

        (5)  a default in our Indebtedness or the Indebtedness any of our Subsidiaries with an aggregate amount outstanding in excess of $10.0 million (a) resulting from the failure to pay principal at maturity or (b) as a result of which the maturity of such Indebtedness has been accelerated prior to its stated maturity,

        (6)  final unsatisfied judgments not covered by insurance aggregating in excess of $10.0 million, at any one time rendered against us or any of our Subsidiaries and not stayed, bonded or discharged within 60 days, and

        (7)  any Guarantee of a Guarantor that is a Significant Subsidiary ceases to be in full force and effect or becomes unenforceable or invalid or is declared null and void (other than in accordance with the terms of the Guarantee and the Indenture) or any Guarantor denies or disaffirms its Obligations under its Guarantee.

        The Indenture provides that if a Default occurs and is continuing, the Trustee must, within 90 days after the occurrence of such Default, give to the Holders notice of such Default.

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        If an Event of Default occurs and is continuing (other than an Event of Default specified in clause (4) above relating to us or any of our Significant Subsidiaries,) then in every such case, unless the principal of all of the notes shall have already become due and payable, either the Trustee or the holders of at least 25% in aggregate principal amount of the notes then outstanding, by notice in writing to us (and to the Trustee if given by holders of the notes) (an "Acceleration Notice"), may declare all principal, determined as set forth below, and accrued interest (and Liquidated Damages, if any) thereon to be due and payable immediately; provided, however, that if any Senior Indebtedness is outstanding pursuant to the Credit Agreement, upon a declaration of such acceleration, such principal and interest shall be due and payable upon the earlier of (x) the fifth Business Day after sending us and the representative under the Credit Agreement such Acceleration Notice, unless such Event of Default is cured or waived prior to such date and (y) the date of acceleration of any Senior Indebtedness under the Credit Agreement. In the event a declaration of acceleration resulting from an Event of Default described in clause (5) above with respect to any Senior Indebtedness outstanding pursuant to the Credit Agreement has occurred and is continuing, such declaration of acceleration shall be automatically annulled if such default is cured or waived or the holders of the Indebtedness that is the subject of such default have rescinded their declaration of acceleration in respect of such Indebtedness within 5 days thereof and the Trustee has received written notice or such cure, waiver or rescission and no other Event of Default described in clause (5) above has occurred that has not been cured or waived within 5 days of the declaration of such acceleration in respect of such Indebtedness. If an Event of Default specified in clause (4), above, relating to us or any of our Significant Subsidiaries occurs, all principal and accrued interest (and Liquidated Damages, if any) thereon will be immediately due and payable on all outstanding notes without any declaration or other act on the part of the Trustee or the holders of the notes. The holders of a majority in aggregate principal amount of notes generally are authorized to rescind such acceleration if all existing Events of Default, other than the non-payment of the principal of, premium, if any, and interest (and Liquidated Damages, if any) on the notes that have become due solely by such acceleration, have been cured or waived.

        Prior to the declaration of acceleration of the maturity of the notes, the holders of a majority in aggregate principal amount of the notes at the time outstanding may waive on behalf of all the holders any Default, except a Default in the payment of principal of or interest on any note not yet cured or a Default with respect to any covenant or provision that cannot be modified or amended without the consent of the holder of each outstanding note affected. Subject to the provisions of the Indenture relating to the duties of the Trustee, the Trustee will be under no obligation to exercise any of its rights or powers under the Indenture at the request, order or direction of any of the holders of the notes, unless such holders have offered to the Trustee reasonable security or indemnity.

        Subject to all provisions of the Indenture and applicable law, the holders of a majority in aggregate principal amount of the notes at the time outstanding will have the right to direct the time, method and place of conducting any proceeding for any remedy available to the Trustee, or exercising any trust or power conferred on the Trustee.

Legal Defeasance and Covenant Defeasance

        The Indenture provides that we may, at our option, elect to discharge our obligations and the Guarantors' obligations with respect to the outstanding notes ("Legal Defeasance"). If Legal Defeasance occurs, we shall be deemed to have paid and discharged all amounts owed under the notes, and the Indenture shall cease to be of further effect as to notes and Guarantees, except that:

        (1)  holders of the notes will be entitled to receive timely payments for the principal of, premium, if any, and interest (and Liquidated Damages, if any) on the notes, from the funds deposited for that purpose (as explained below);

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        (2)  Our obligations will continue with respect to the issuance of temporary notes, the registration of notes, and the replacement of mutilated, destroyed, lost or stolen notes;

        (3)  The Trustee will retain its rights, powers, duties, and immunities, and we will retain our obligations in connection therewith; and

        (4)  Other Legal Defeasance provisions of the Indenture will remain in effect.

        In addition, we may, at our option and at any time, elect to cause the release of our obligations and the Guarantors' with respect to most of the covenants in the Indenture (except as described otherwise therein) ("Covenant Defeasance"). If Covenant Defeasance occurs, certain events (not including non-payment and bankruptcy, receivership, rehabilitation and insolvency events) relating to us or any Significant Subsidiary described under "Events of Default" will no longer constitute Events of Default with respect to the notes. We may exercise Legal Defeasance regardless of whether we previously exercised Covenant Defeasance.

        In order to exercise either Legal Defeasance or Covenant Defeasance (each, a "Defeasance"):

        (1)  We must irrevocably deposit with the Trustee, in trust, for the benefit of holders of the notes, U.S. legal tender, U.S. Government Obligations or a combination thereof, in amounts that will be sufficient, in the opinion of a nationally recognized firm of independent public accountants, to pay the principal of, premium, if any, and Liquidated Damages, if any, and interest on the notes on the stated date for payment or any redemption date thereof, and the Trustee must have, for the benefit of holders, a valid, perfected, exclusive security interest in the trust;

        (2)  In the case of Legal Defeasance, we must deliver to the Trustee an opinion of counsel in the United States reasonably acceptable to the Trustee confirming that:

        (A)  we have received from, or there has been published by the Internal Revenue Service, a ruling or

        (B)  since the date of the Indenture, there has been a change in the applicable federal income tax law,

in either case to the effect that holders of notes will not recognize income, gain or loss for federal income tax purposes as a result of the Defeasance and will be subject to federal income tax on the same amounts, in the same manner and at the same times as would have been the case if the Defeasance had not occurred;

        (3)  In the case of Covenant Defeasance, we must deliver to the Trustee an opinion of counsel in the United States reasonably acceptable to the Trustee confirming that holders of notes will not recognize income, gain or loss for federal income tax purposes as a result of the Defeasance and will be subject to federal income tax on the same amounts, in the same manner and at the same times as would have been the case if the Defeasance had not occurred;

        (4)  No Default or Event of Default may have occurred and be continuing on the date of the deposit. In addition, in the case of Legal Defeasance, no Event of Default relating to bankruptcy or insolvency may occur at any time from the date of the deposit to the 91st calendar day thereafter;

        (5)  The Defeasance may not result in a breach or violation of, or constitute a default under the Indenture or any other material agreement or instrument to which we or any of our Subsidiaries are a party or by which we or any of our Subsidiaries are bound;

        (6)  We must deliver to the Trustee an Officers' Certificate stating that the deposit was not made by us with the intent to hinder, delay or defraud any other of our creditors; and

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        (7)  We must deliver to the Trustee an Officers' Certificate confirming the satisfaction of conditions in clauses (1) through (6) above, and an opinion of counsel confirming the satisfaction of the conditions in clauses (1) (with respect to the validity and perfection of the security interest), (2), (3) and (5) above.

        The Defeasance will be effective on the earlier of (i) the 91st day after the deposit, and (ii) the day on which all the conditions above have been satisfied.

        If the amount deposited with the Trustee to effect a Covenant Defeasance is insufficient to pay the principal of, premium, if any, and interest on the notes when due, or if any court enters an order directing the repayment of the deposit to us or otherwise making the deposit unavailable to make payments under the notes when due, then (so long as the insufficiency exists or the order remains in effect) our and the Guarantors' obligations under the Indenture and the notes will be revived, and the Defeasance will be deemed not to have occurred.

Amendments and Supplements

        The Indenture contains provisions permitting us, the Guarantors and the Trustee to enter into a supplemental indenture for certain limited purposes without the consent of the holders of the notes. With the consent of the holders of not less than a majority in aggregate principal amount of the notes at the time outstanding, we, the Guarantors and the Trustee are permitted to amend or supplement the Indenture or any supplemental indenture or modify the rights of the holders of the notes; provided, that no such modification may, without the consent of each holder affected thereby:

        (1)  change the Stated Maturity on any note, or reduce the principal amount thereof or the rate (or extend the time for payment) of interest thereon or any premium payable upon the redemption thereof at our option, or change the coin or currency in which, any note or any premium or the interest thereon is payable, or impair the right to institute suit for the enforcement of any such payment on or after the Stated Maturity thereof (or, in the case of redemption at our option, on or after the Redemption Date), or after an Asset Sale or Change of Control has occurred reduce the Change of Control Purchase Price or the Asset Sale Offer Price with respect to the corresponding Asset Sale or Change of Control or alter the provisions (including the defined terms used therein) regarding our right to redeem the notes at our option in a manner adverse to the holders of the notes, or

        (2)  reduce the percentage in principal amount of the outstanding notes, the consent of whose holders is required for any such amendment, supplemental indenture or waiver provided for in the Indenture, or

        (3)  modify any of the waiver provisions, except to increase any required percentage or to provide that certain other provisions of the Indenture cannot be modified or waived without the consent of the holder of each outstanding note affected thereby.

Governing Law

        The Indenture provides that it and the notes will be governed by, and construed in accordance with, the laws of the State of New York including, without limitation, Sections 5-1401 and 5-1402 of the New York General Obligations Law and New York Civil Practice Laws and Rules 327(b).

No Personal Liability of Partners, Stockholders, Officers, Directors

        The Indenture provides that no direct or indirect stockholder, employee, officer or director, as such, past, present or future of ours, the Guarantors or any successor entity shall have any personal liability in respect of our obligations or the obligations of the Guarantors under the Indenture or the notes solely by reason of his or its status as such stockholder, employee, officer or director, except that this provision shall in no way limit the obligation of any Guarantor pursuant to any guarantee of the notes.

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Certain Definitions

"Acquired Indebtedness" means Indebtedness (including Disqualified Capital Stock) of any Person existing at the time such Person becomes a Subsidiary of ours, including by designation, or is merged or consolidated into or with us or one of our Subsidiaries.

"Acquisition" means the purchase or other acquisition of any Person or all or substantially all the assets of any Person by any other Person, whether by purchase, merger, consolidation, or other transfer, and whether or not for consideration.

"Affiliate" means, with respect to any Person, any other Person directly or indirectly controlling or controlled by or under direct or indirect common control with such Person. For purposes of this definition, the term "control" means the power to direct the management and policies of a Person, directly or through one or more intermediaries, whether through the ownership of voting securities, by contract, or otherwise; provided, that with respect to ownership interests in the Company and its Subsidiaries, a Beneficial Owner of 10% or more of the total voting power normally entitled to vote in the election of directors, managers or trustees, as applicable, shall for such purposes be deemed to possess control. Notwithstanding the foregoing, Affiliate shall not include Wholly Owned Subsidiaries.

"Average Life" means, as of the date of determination, with respect to any security or instrument, the quotient obtained by dividing (1) the sum of the products (a) of the number of years from the date of determination to the date or dates of each successive scheduled principal (or redemption) payment of such security or instrument and (b) the amount of each such respective principal (or redemption) payment by (2) the sum of all such principal (or redemption) payments.

"Beneficial Owner" or "beneficial owner" for purposes of the definition of Change of Control and Affiliate has the meaning attributed to it in Rules 13d-3 and 13d-5 under the Exchange Act (as in effect on the Issue Date), whether or not applicable.

"Board of Directors" means our board of directors or any committee of the board of directors authorized, with respect to any particular matter, to exercise the power of our board of directors.

"Business Day" means each Monday, Tuesday, Wednesday, Thursday and Friday that is not a day on which banking institutions in New York, New York are authorized or obligated by law or executive order to close.

"Capital Contribution" means any contribution to our equity from a direct or indirect parent of ours for which no consideration other than the issuance of Qualified Capital Stock is given.

"Capitalized Lease Obligation" means, as to any Person, the obligations of such Person under a lease that are required to be classified and accounted for as capital lease obligations under GAAP and, for purposes of this definition, the amount of such obligations at any date shall be the capitalized amount of such obligations at such date, determined in accordance with GAAP; provided, however, that any Permitted Lease Financing Arrangements shall not be considered "Capitalized Lease Obligations" of ours or any of our Subsidiaries.

"Capital Stock" means, with respect to any corporation, any and all shares, interests, rights to purchase (other than convertible or exchangeable Indebtedness that is not itself otherwise capital stock), warrants, options, participations or other equivalents of or interests (however designated) in stock issued by that corporation.

"Cash Equivalent" means:

        (1)  securities issued or directly and fully guaranteed or insured by the United States of America or any agency or instrumentality thereof (provided, that the full faith and credit of the United States of America is pledged in support thereof), or

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        (2)  time deposits and certificates of deposit and commercial paper issued by the parent corporation of any domestic commercial bank of recognized standing having capital and surplus in excess of $500 million, or

        (3)  commercial paper issued by others rated at least A-2 or the equivalent thereof by Standard & Poor's Corporation or at least P-2 or the equivalent thereof by Moody's Investors Service, Inc.

and in the case of each of (1), (2), and (3) maturing within one year after the date of acquisition.

"Change of Control" means (1) prior to consummation of the first Public Equity Offering after the Issue Date, the Permitted Holders shall cease to beneficially own, in the aggregate, a majority of the voting power of our Voting Equity Interests, or (2) following the consummation of the first Public Equity Offering after the Issue Date, (A) any merger or consolidation of us with or into any Person or any sale, transfer or other conveyance, whether direct or indirect, of all or substantially all of our assets, on a consolidated basis, in one transaction or a series of related transactions, if, immediately after giving effect to such transaction(s), any "person" (including any group that is deemed to be a "person") (other than the Permitted Holders) is or becomes the beneficial owner of more than 35% of the aggregate voting power of the Voting Equity Interests of the transferee(s) or surviving entity or entities and the Permitted Holders, in the aggregate, beneficially own, directly or indirectly, less voting power than such person, (B) any "person" (including any group that is deemed to be a "person") (other than the Permitted Holders) is or becomes the beneficial owner of more than 35% of the aggregate voting power of our Voting Equity Interests and the Permitted Holders, in the aggregate, beneficially own, directly or indirectly, less voting power than such person, (C) the Continuing Directors cease for any reason to constitute a majority of our Board of Directors then in office, or (D) we adopt a plan of liquidation. As used in this definition, "person" (including any group that is deemed to be a "person") has the meaning given by Sections 13(d) of the Exchange Act, whether or not applicable. The phrase "all or substantially all" of our assets will likely be interpreted under applicable state law and will be dependent upon particular facts and circumstances. As a result, there may be a degree of uncertainty in ascertaining whether a sale or transfer of "all or substantially all" of our assets has occurred.

"Consolidation" means, with respect to us, the consolidation of the accounts of the Subsidiaries with those of ours, all in accordance with GAAP; provided, that "consolidation" will not include consolidation of the accounts of any Unrestricted Subsidiary with our accounts. The term "consolidated" has a correlative meaning to the foregoing.

"Consolidated Coverage Ratio" of any Person on any date of determination (the "Transaction Date") means the ratio, on a pro forma basis, of (a) the aggregate amount of Consolidated EBITDA of such Person attributable to continuing operations and businesses (exclusive of amounts attributable to operations and businesses permanently discontinued or disposed of) for the Reference Period to (b) the aggregate Consolidated Fixed Charges of such Person (exclusive of amounts attributable to operations and businesses permanently discontinued or disposed of, but only to the extent that the obligations giving rise to such Consolidated Fixed Charges would no longer be obligations contributing to such Person's Consolidated Fixed Charges subsequent to the Transaction Date) during the Reference Period; provided, that for purposes of such calculation:

        (1)  Acquisitions that occurred during the Reference Period or subsequent to the Reference Period and on or prior to the Transaction Date shall be assumed to have occurred on the first day of the Reference Period,

        (2)  transactions giving rise to the need to calculate the Consolidated Coverage Ratio shall be assumed to have occurred on the first day of the Reference Period,

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        (3)  the incurrence of any Indebtedness (including issuance of any Disqualified Capital Stock) during the Reference Period or subsequent to the Reference Period and on or prior to the Transaction Date (and the application of the proceeds therefrom to the extent used to refinance or retire other Indebtedness) (other than Indebtedness incurred under any revolving credit facility) shall be assumed to have occurred on the first day of the Reference Period,

        (4)  the Consolidated Fixed Charges of such Person attributable to interest on any Indebtedness or dividends on any Disqualified Capital Stock bearing a floating interest (or dividend) rate shall be computed on a pro forma basis as if the average rate in effect from the beginning of the Reference Period to the Transaction Date had been the applicable rate for the entire period, unless such Person or any of its Subsidiaries is a party to an Interest Swap or Hedging Obligation (which shall remain in effect for the 12- month period immediately following the Transaction Date) that has the effect of fixing the interest rate on the date of computation, in which case such rate (whether higher or lower) shall be used, and

        (5)  for purposes of determining our Consolidated Coverage Ratio (and the components thereof) for any Reference Period that includes December 27, 2001, the transactions constituting the "Reorganization" and "Certain Transactions," in each case as described in the Offering Circulars, shall be assumed to have occurred on the first day of the Reference Period.

"Consolidated EBITDA" means, with respect to any Person, for any period, the Consolidated Net Income of such Person for such period adjusted to add thereto (to the extent deducted from net revenues in determining Consolidated Net Income), without duplication, the sum of

        (1)  Consolidated income tax expense and any payments made to a parent entity pursuant to clause (h)(i) of the second paragraph of the covenant described above under "Limitation on Restricted Payments",

        (2)  Consolidated depreciation and amortization expense,

        (3)  Consolidated Fixed Charges, and

        (4)  all other non-cash charges (other than any other non-cash charge to the extent it represents an accrual of or reserve for cash expenses in any future period or amortization of a prepaid cash expense in a prior period),

less (a) the amount of all cash payments made by such Person or any of its Subsidiaries during such period to the extent such payments relate to non-cash charges that were added back in determining Consolidated EBITDA for such period or any prior period; provided, that consolidated income tax expense and depreciation and amortization of a Subsidiary that is a less than Wholly Owned Subsidiary shall only be added to the extent of the equity interest of the Company in such Subsidiary, and (b) any lease payments in connection with any Permitted Lease Financing Arrangements, to the extent such lease payments were not deducted in determining the Consolidated Net Income of such Person.

"Consolidated Fixed Charges" of any Person means, for any period, the aggregate amount (without duplication and determined in each case in accordance with GAAP) of:

        (a)  interest expensed or capitalized, paid, accrued, or scheduled to be paid or accrued (including, in accordance with the following sentence, interest attributable to Capitalized Lease Obligations) of such Person and its Consolidated Subsidiaries during such period, including (1) original issue discount and non-cash interest payments or accruals on any Indebtedness, (2) the interest portion of all deferred payment obligations, and (3) all commissions, discounts and other fees and charges owed with respect to bankers' acceptances and letters of credit financings and currency and Interest Swap and Hedging Obligations, in each case to the extent attributable to such period,

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        (b)  the amount of dividends accrued or payable (or guaranteed) by such Person or any of its Consolidated Subsidiaries in respect of Preferred Stock (other than by Subsidiaries of such Person to such Person or such Person's Wholly Owned Subsidiaries and than those paid solely in Equity Interests other than Disqualified Capital Stock), and

        (c)  the amount of dividends accrued or payable in respect of any Disqualified Capital Stock of such Person and its Subsidiaries (other than those paid solely in Equity Interests other than Disqualified Capital Stock).

        For purposes of this definition, (x) interest on a Capitalized Lease Obligation shall be deemed to accrue at an interest rate reasonably determined in good faith by us to be the rate of interest implicit in such Capitalized Lease Obligation in accordance with GAAP and (y) interest expense attributable to any Indebtedness represented by the guaranty by such Person or a Subsidiary of such Person of an obligation of another Person shall be deemed to be the interest expense attributable to the Indebtedness guaranteed. For purposes of this definition, lease payments in connection with any Permitted Lease Financing Arrangements shall not be considered "Consolidated Fixed Charges" of the Company or its Subsidiaries to the extent such lease payments were deducted in determining the Company's or its Subsidiaries' "Consolidated EBITDA."

"Consolidated Net Income" means, with respect to any Person for any period, the net income (or loss) of such Person and its Consolidated Subsidiaries, reduced by any payments made pursuant to clause (h) of the second paragraph of the covenant described above under "Limitation on Restricted Payments," (determined on a consolidated basis in accordance with GAAP) for such period, adjusted to exclude (only to the extent included in computing such net income (or loss) and without duplication):

        (a)  all gains (but not losses) which are either extraordinary (as determined in accordance with GAAP) or are either unusual or nonrecurring (including any gain from the sale or other disposition of assets outside the ordinary course of business or from the issuance or sale of any capital stock),

        (b)  the net income, if positive, of any Person, other than a Consolidated Subsidiary, in which such Person or any of its Consolidated Subsidiaries has an interest, except to the extent of the amount of any dividends or distributions actually paid in cash to such Person or a Consolidated Subsidiary of such Person during such period, but in any case not in excess of such Person's pro rata share of such Person's net income for such period, and

        (c)  the net income, if positive, of any of such Person's Consolidated Subsidiaries to the extent that the declaration or payment of dividends or similar distributions is not at the time permitted by operation of the terms of its charter or bylaws or any other agreement, instrument, judgment, decree, order, statute, rule or governmental regulation applicable to such Consolidated Subsidiary.

"Consolidated Subsidiary" means, for any Person, each Subsidiary of such Person (whether now existing or hereafter created or acquired) the financial statements of which are consolidated for financial statement reporting purposes with the financial statements of such Person in accordance with GAAP.

"Continuing Director" means during any period of 12 consecutive months after the Issue Date, individuals who at the beginning of any such 12-month period constituted our Board of Directors (together with any new directors whose election by such Board of Directors or whose nomination for election by the shareholders of the Company was approved by a vote of a majority of the directors then still in office who were either directors at the beginning of such period or whose election or nomination for election was previously so approved, including new directors designated in or provided for in an agreement regarding the merger, consolidation or sale, transfer or other conveyance, of all or substantially all of our assets or of our parent entity, if such agreement was approved by a vote of such majority of directors).

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"Credit Agreement" means the credit agreement dated as of the Issue Date by and among the Company, certain of its Subsidiaries, certain financial institutions and Lehman Brothers, Inc., as agent, as amended by the [First Amendment], providing for (A) an aggregate $270.0 million term loan facility, and (B) an aggregate $100.0 million revolving credit facility, including any related notes, guarantees, collateral documents, instruments and agreements executed in connection therewith, as such credit agreement and/or related documents may be amended, restated, supplemented, renewed, replaced or otherwise modified from time to time whether or not with the same agent, trustee, representative lenders or holders, and, subject to the proviso to the next succeeding sentence, irrespective of any changes in the terms and conditions thereof. Without limiting the generality of the foregoing, the term "Credit Agreement" shall include agreements in respect of Interest Swap and Hedging Obligations with lenders (or Affiliates thereof) party to the Credit Agreement and shall also include any amendment, amendment and restatement, renewal, extension, restructuring, supplement or modification to any Credit Agreement and all refundings, refinancings and replacements of any Credit Agreement, including any credit agreement:

        (1)  extending the maturity of any Indebtedness incurred thereunder or contemplated thereby,

        (2)  adding or deleting borrowers or guarantors thereunder, so long as borrowers and issuers include one or more of us and our Subsidiaries and their respective successors and assigns,

        (3)  increasing the amount of Indebtedness incurred thereunder or available to be borrowed thereunder; provided, that on the date such Indebtedness is incurred it would not be prohibited by the covenant "Limitation on Incurrence of Additional Indebtedness and Disqualified Capital Stock", or

        (4)  otherwise altering the terms and conditions thereof in a manner not prohibited by the terms of the Indenture.

"Default" means any event that is or with the passage of time or the giving of notice or both would be an Event of Default.

"Disqualified Capital Stock" means with respect to any Person, (a) Equity Interests of such Person that, by its terms or by the terms of any security into which it is convertible, exercisable or exchangeable, is, or upon the happening of an event or the passage of time or both would be, required to be redeemed or repurchased including at the option of the holder thereof by such Person or any of its Subsidiaries, in whole or in part, on or prior to 91 days following the Stated Maturity of the notes and (b) any Equity Interests of any Subsidiary of such Person other than any common equity with no preferences, privileges, and no redemption or repayment provisions. Notwithstanding the foregoing, any Equity Interests that would constitute Disqualified Capital Stock solely because the holders thereof have the right to require us to repurchase such Equity Interests upon the occurrence of a change of control or an asset sale shall not constitute Disqualified Capital Stock if the terms of such Equity Interests provide that we may not repurchase or redeem any such Equity Interests pursuant to such provisions prior to our purchase of the notes as are required to be purchased pursuant to the provisions of the Indenture as described under "Repurchase at the Option of Holders."

"Equity Interests" means Capital Stock or partnership, participation or membership interests and all warrants, options or other rights to acquire Capital Stock or partnership, participation or membership interests (but excluding any debt security that is convertible into, or exchangeable for, Capital Stock or partnership, participation or membership interests).

"Event of Loss" means, with respect to any property or asset, any (1) loss, destruction or damage of such property or asset or (2) any condemnation, seizure or taking, by exercise of the power of eminent domain or otherwise, of such property or asset, or confiscation or requisition of the use of such property or asset.

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"Exchange Act" means the Securities Exchange Act of 1934, as amended.

"Exempted Affiliate Transaction" means (a) customary employee compensation arrangements approved by a majority of independent (as to such transactions) members of our Board of Directors and reasonable and customary directors fees, indemnification and similar arrangements, (b) Restricted Payments or Investments not prohibited under the terms of the covenant discussed above under "Limitation on Restricted Payments," (c) transactions solely between or among us and any of our Consolidated Subsidiaries or solely among our Consolidated Subsidiaries, (d) loans and advances to officers, directors and employees of ours or any of our Subsidiaries for travel, entertainment, moving and other relocation expenses, in each case, made in the ordinary course of business and consistent with our past practices, (e) transactions pursuant to agreements in effect on the Issue Date and disclosed in the Offering Circulars, and (f) Capital Contributions by a parent entity to us or any sale of our Capital Stock (other than Disqualified Capital Stock) to an Affiliate.

"Exempted Subsidiary" means each of (1) Clark-Regal LLC and (2) Greenhill LLC, provided that each such Subsidiary shall cease to be an Exempted Subsidiary at the time such Subsidiary guarantees any Indebtedness of ours or any Guarantor, in which case such Subsidiary shall immediately execute a supplemental indenture guaranteeing our obligations under the notes and Indenture; provided, further, that either such Subsidiary may execute a supplemental indenture at any time guaranteeing our obligations under the notes and the Indenture, at which time such Subsidiary shall cease to be an Exempted Subsidiary.

"Existing Indebtedness" means our Indebtedness and the Indebtedness of our Subsidiaries (other than Indebtedness under the Credit Agreement) in existence on the Issue Date (after giving effect to the Reorganization), reduced to the extent such amounts are repaid, refinanced or retired.

"Foreign Subsidiary" means any Subsidiary of ours that (i) is not organized under the laws of the United States, any state thereof or the District of Columbia and (ii) conducts substantially all of its business operations outside the United States of America.

"GAAP" means United States generally accepted accounting principles set forth in the opinions and pronouncements of the Accounting Principles Board of the American Institute of Certified Public Accountants and statements and pronouncements of the Financial Accounting Standards Board or in such other statements by such other entity as approved by a significant segment of the accounting profession in the United States as in effect on the Issue Date.

"Guarantor" means each of our present and future Subsidiaries that at the time are guarantors of the notes in accordance with the Indenture.

"Indebtedness" of any Person means, without duplication,

        (a)  all liabilities and obligations, contingent or otherwise, of such Person, to the extent such liabilities and obligations would appear as a liability upon the consolidated balance sheet of such Person in accordance with GAAP, (1) in respect of borrowed money (whether or not the recourse of the lender is to any of the assets of such Person), (2) evidenced by bonds, notes, debentures or similar instruments, (3) representing the balance deferred and unpaid of the purchase price of any property or services, except those incurred in the ordinary course of its business that would constitute ordinarily a trade payable to trade creditors;

        (b)  all liabilities and obligations, contingent or otherwise, of such Person (1) evidenced by bankers' acceptances or similar instruments issued or accepted by banks, (2) relating to any Capitalized Lease Obligation, or (3) evidenced by a letter of credit or a reimbursement obligation of such Person with respect to any letter of credit;

        (c)  all net obligations of such Person under Interest Swap and Hedging Obligations;

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        (d)  all liabilities and obligations of others of the kind described in the preceding clause (a), (b) or (c) that such Person has guaranteed or provided credit support or that is otherwise its legal liability or which are secured by any assets or property of such Person; provided, that in the case of such liabilities and obligations of others that have been secured solely by assets or property of such Person, without any other recourse to such Person or any other assets of such Person, the amount of such Indebtedness will be limited in amount to the fair market value of the assets or property of such Person securing such liabilities or assets;

        (e)  any and all deferrals, renewals, extensions, refinancing and refundings (whether direct or indirect) of, or amendments, modifications or supplements to, any liability of the kind described in any of the preceding clauses (a), (b), (c) or (d), or this clause (e), whether or not between or among the same parties; and

        (f)    all Disqualified Capital Stock of such Person (measured at the greater of its voluntary or involuntary maximum fixed repurchase price plus accrued and unpaid dividends).

For purposes hereof, the "maximum fixed repurchase price" of any Disqualified Capital Stock which does not have a fixed repurchase price shall be calculated in accordance with the terms of such Disqualified Capital Stock as if such Disqualified Capital Stock were purchased on any date on which Indebtedness shall be required to be determined pursuant to the Indenture, and if such price is based upon, or measured by, the fair market value of such Disqualified Capital Stock, such fair market value to be determined in good faith by the board of directors of the issuer (or managing general partner of the issuer) of such Disqualified Capital Stock. For purposes of this definition, any Permitted Lease Financing Arrangements shall not be considered "Indebtedness."

        The amount of any Indebtedness outstanding as of any date shall be (1) the accreted value thereof, in the case of any Indebtedness issued with original issue discount, but the accretion of original issue discount in accordance with the original terms of Indebtedness issued with an original issue discount will not be deemed to be an incurrence and (2) the principal amount thereof, together with any interest thereon that is more than 30 days past due, in the case of any other Indebtedness.

"Interest Swap and Hedging Obligation" means any obligation of any Person pursuant to any interest rate swap agreement, interest rate cap agreement, interest rate collar agreement, interest rate exchange agreement, currency exchange agreement or any other agreement or arrangement designed to protect against fluctuations in interest rates or currency values, including, without limitation, any arrangement whereby, directly or indirectly, such Person is entitled to receive from time to time periodic payments calculated by applying either a fixed or floating rate of interest on a stated notional amount in exchange for periodic payments made by such Person calculated by applying a fixed or floating rate of interest on the same notional amount.

"Investment" by any Person in any other Person means (without duplication):

        (a)  the acquisition (whether by purchase, merger, consolidation or otherwise) by such Person (whether for cash, property, services, securities or otherwise) of Equity Interests, capital stock, bonds, notes, debentures, partnership or other ownership interests or other securities, including any options or warrants, of such other Person or any agreement (other than an agreement that is expressly subject to the terms of the Indenture) to make any such acquisition;

        (b)  the making by such Person of any deposit with, or advance, loan or other extension of credit to, such other Person (including the purchase of property from another Person subject to an understanding or agreement, contingent or otherwise, to resell such property to such other Person) or any commitment (other than a commitment that is expressly subject to compliance with the terms of the Indenture) to make any such advance, loan or extension (but excluding accounts receivable, endorsements for collection or deposits arising in the ordinary course of business);

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        (c)  other than guarantees of our Indebtedness or the Indebtedness of any Guarantor to the extent permitted by the covenant "Limitation on Incurrence of Additional Indebtedness and Disqualified Capital Stock," the entering into by such Person of any guarantee of, or other credit support or contingent obligation with respect to, Indebtedness or other liability of such other Person;

        (d)  the making of any capital contribution by such Person to such other Person; and

        (e)  the designation by the Board of Directors of any Person to be an Unrestricted Subsidiary.

        We shall be deemed to make an Investment in an amount equal to the fair market value of the net assets of any subsidiary (or, if neither we nor any of our Subsidiaries has theretofore made an Investment in such subsidiary, in an amount equal to the Investments being made), at the time that such subsidiary is designated an Unrestricted Subsidiary, and any property transferred to an Unrestricted Subsidiary from us or a Subsidiary of ours shall be deemed an Investment valued at its fair market value at the time of such transfer. We or any of our Subsidiaries shall be deemed to have made an Investment in a Person that is or was required to be a Guarantor if, upon the issuance, sale or other disposition of any portion of ours or our Subsidiary's ownership in the Capital Stock of such Person, such Person ceases to be a Guarantor. We shall be deemed to make an Investment in an amount equal to the fair market value of any property transferred to an Exempted Subsidiary from us or a Subsidiary of ours (other than the other Exempted Subsidiary) at the time of such transfer. The fair market value of each Investment shall be measured at the time made or returned, as applicable.

"Issue Date" means January 29, 2002, the date of first issuance of senior subordinated notes due 2012 under the Indenture.

"Junior Security" means any Qualified Capital Stock and any Indebtedness of the Company or a Guarantor, as applicable, that is contractually subordinated in right of payment to all Senior Indebtedness (and any securities issued in exchange for or in replacement of Senior Indebtedness) at least to the same extent as the notes or the Guarantee, as applicable, are subordinated to Senior Indebtedness pursuant to the Indenture and has no scheduled installment of principal due, by redemption, sinking fund payment or otherwise, on or prior to the Stated Maturity of the notes; provided, that in the case of subordination in respect of Senior Indebtedness under the Credit Agreement, "Junior Security" shall mean (except with the consent of the requisite lenders under the Credit Agreement) any Qualified Capital Stock and any Indebtedness of ours that:

        (1)  has a final maturity date occurring after the final maturity date of, all Senior Indebtedness outstanding under the Credit Agreement (and any securities issued in exchange or replacement of such Senior Indebtedness) on the date of issuance of such Qualified Capital Stock or Indebtedness,

        (2)  is unsecured,

        (3)  has an Average Life longer than the security for which such Qualified Capital Stock or Indebtedness is being exchanged, and

        (4)  by their terms are subordinated to Senior Indebtedness outstanding under the Credit Agreement (and any debt securities issued in exchange for Senior Indebtedness) on the date of issuance of such Qualified Capital Stock or Indebtedness at least to the same extent as the notes are subordinated to Senior Indebtedness pursuant to the Indenture (including, without limitation, with respect to payment blockage and turnover).

"Lease Financing Arrangement" means any lease or other arrangement as a result of which, pursuant to Emerging Issues Task Force Issue No. 97-10, "The Effect of Lessee Involvement in Asset Construction," a Person is considered the owner of an asset during the asset's construction period and

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such Person is considered to have entered into a sale and leaseback of the asset when construction of the asset is complete and the lease term begins.

"Lien" means any mortgage, charge, pledge, lien (statutory or otherwise), privilege, security interest, hypothecation or other encumbrance upon or with respect to any property of any kind, real or personal, movable or immovable, now owned or hereafter acquired.

"Liquidated Damages" means all liquidated damages then owing pursuant to the Registration Rights Agreements.

"Net Cash Proceeds" means the aggregate amount of cash or Cash Equivalents received by us in the case of a sale of Qualified Capital Stock or a Capital Contribution and by us and our Subsidiaries in respect of an Asset Sale plus, in the case of an issuance of Qualified Capital Stock upon any exercise, exchange or conversion of securities (including options, warrants, rights and convertible or exchangeable debt) of ours that were issued for cash on or after the Issue Date, the amount of cash originally received by us upon the issuance of such securities (including options, warrants, rights and convertible or exchangeable debt) less, in each case, the sum of all payments, fees, commissions and (in the case of Asset Sales, reasonable and customary), expenses (including, without limitation, the fees and expenses of legal counsel and investment banking fees and expenses) incurred in connection with such Asset Sale or sale of Qualified Capital Stock, and, in the case of an Asset Sale only less (1) the amount (estimated reasonably and in good faith by us) of income, franchise, sales and other applicable taxes required to be paid by us or any of our respective Subsidiaries in connection with such Asset Sale in the taxable year that such sale is consummated or in the immediately succeeding taxable year, the computation of which shall take into account the reduction in tax liability resulting from any available operating losses and net operating loss carryovers, tax credits and tax credit carryforwards, and similar tax attributes, (2) cash payments attributable to Persons owning an interest (other than a Lien) in the assets subject to the Asset Sale, and (3) any reserve for adjustment in respect of the sale price of such asset or assets established in accordance with GAAP.

"Obligation" means any principal, premium or interest payment, or monetary penalty, or damages, due by the Company or any Guarantor under the terms of the notes or the Indenture, including any Liquidated Damages due pursuant to the terms of the Registration Rights Agreements.

"Officers' Certificate" means the officers' certificate to be delivered upon the occurrence of certain events as set forth in the Indenture.

"parent entity" means a Person that holds Voting Equity Interests of ours with voting power, in the aggregate, at least equal to the voting power of the Voting Equity Interests of ours held by the Permitted Holders on the Issue Date.

"Permitted Holders" means each of the Principals and any of their Affiliates.

"Permitted Indebtedness" means that:

        (a)  we and the Guarantors may incur Indebtedness evidenced by the notes and the Guarantees issued pursuant to the Indenture up to the amounts being issued on the original Issue Date less any amounts repaid or retired;

        (b)  we and the Guarantors, as applicable, may incur Refinancing Indebtedness with respect to any Existing Indebtedness or any Indebtedness (including Disqualified Capital Stock), described in clause (a) or incurred pursuant to the Debt Incurrence Ratio test of the covenant "Limitation on Incurrence of Additional Indebtedness and Disqualified Capital Stock," or which was refinanced pursuant to this clause (b);

        (c)  we and our Subsidiaries may incur Indebtedness solely in respect of bankers acceptances, letters of credit and performance bonds (to the extent that such incurrence does not result in the

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incurrence of any obligation to repay any obligation relating to borrowed money or other Indebtedness), all in the ordinary course of business in accordance with customary industry practices;

        (d)  we may incur Indebtedness owed to (borrowed from) any Guarantor, and any Guarantor may incur Indebtedness owed to (borrowed from) any other Guarantor or us; provided, that in the case of Indebtedness of ours, such obligations shall be unsecured and contractually subordinated in all respects to our obligations pursuant to the notes and any event that causes such Guarantor no longer to be a Guarantor respectively (including by designation to be an Unrestricted Subsidiary) shall be deemed to be a new incurrence by such issuer of such Indebtedness and any guarantor thereof subject to the covenant "Limitation on Incurrence of Additional Indebtedness and Disqualified Stock;"

        (e)  any Guarantor may guaranty any Indebtedness of ours or another Guarantor that was permitted to be incurred pursuant to the Indenture, substantially concurrently with such incurrence or at the time such Person becomes a Subsidiary;

        (f)    we may incur Indebtedness owed to (borrowed from) any Foreign Subsidiary and any Foreign Subsidiary may incur Indebtedness owed to (borrowed from) any other Foreign Subsidiary; provided, that in the case of Indebtedness of ours, such obligations shall be unsecured and contractually subordinated in all respects to our obligations pursuant to the notes and any event that causes such Foreign Subsidiary to no longer be a Foreign Subsidiary shall be deemed to be a new incurrence by such issuer of such Indebtedness and any guarantor thereof subject to the covenant "Limitation on Incurrence of Additional Indebtedness and Disqualified Stock;"

        (g)  we and the Guarantors may incur Interest Swap and Hedging Obligations that are incurred for the purpose of fixing or hedging interest rate or currency risk with respect to any fixed or floating rate Indebtedness that is permitted by the Indenture to be outstanding or any receivable or liability the payment of which is determined by reference to a foreign currency; provided, that the notional amount of any such Interest Swap and Hedging Obligation does not exceed the principal amount of Indebtedness to which such Interest Swap and Hedging Obligation relates;

        (h)  the incurrence by us or by any Guarantor of Purchase Money Indebtedness; provided, that

        (1)  the aggregate amount of such Indebtedness incurred and outstanding at any time pursuant to this clause (h) (plus any Refinancing Indebtedness issued to retire, defease, refinance, replace or refund such Indebtedness) shall not exceed $5.0 million, and

        (2)  in each case, such Indebtedness shall not constitute (a) more than 100% of our cost or the cost to such Guarantor, (determined in accordance with GAAP in good faith by our Board of Directors), as applicable, of the property so purchased, constructed or improved, or (b) more than 100% of the fair market value (determined in good faith by our Board of Directors) of such property, in the case of a Capitalized Lease Obligation;

        (i)    the incurrence by the Company or by any of the Guarantors of Indebtedness in an aggregate amount incurred and outstanding at any time pursuant to this clause (i) (plus any Refinancing Indebtedness incurred to retire, defease, refinance, replace or refund such Indebtedness) of up to $25.0 million;

        (j)    the incurrence by us or by any of the Guarantors of Indebtedness pursuant to the Credit Agreement in an aggregate amount incurred and outstanding at any time pursuant to this clause (j) (plus any Refinancing Indebtedness incurred to retire, defease, refinance, replace or refund such Indebtedness) of up to $370.0 million, minus (1) the amount of any such Indebtedness retired with the Net Cash Proceeds from any Asset Sale applied to permanently reduce the

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outstanding amounts of such Indebtedness pursuant to clause (b) of the second paragraph of the covenant "Sale of Assets and Subsidiary Stock" or (2) the amount of any such Indebtedness assumed by a transferee in an Asset Sale so long as neither we nor such Guarantor continues to be an obligor under such Indebtedness;

        (k)  the incurrence by us or by any of the Guarantors of Indebtedness in connection with an Acquisition in an aggregate amount incurred and outstanding at any time pursuant to this clause (k) (plus any Refinancing Indebtedness incurred to retire, defease, refinance, replace or refund such Indebtedness) of up to $5.0 million; provided that, with respect to such Indebtedness incurred pursuant to this clause (k), such Indebtedness (i) shall have been incurred prior to the time that the debtor thereunder was acquired by or merged into us or any of the Guarantors and was not incurred in connection with, or in contemplation of, such acquisition or merger.

        "Permitted Investment" means:

        (a)  any Investment in any of the notes;

        (b)  any Investment in cash or Cash Equivalents;

        (c)  intercompany notes to the extent permitted under clause (d) of the definition of "Permitted Indebtedness";

        (d)  any Investment by us or any Subsidiary in a Person in a Related Business if as a result of such Investment such Person immediately becomes a Guarantor or such Person is immediately merged with or into us or a Guarantor;

        (e)  other Investments in any Person or Persons, provided, that after giving pro forma effect to each such Investment, the aggregate amount of all such Investments made on and after the Issue Date pursuant to this clause (e) that are outstanding (after giving effect to any such Investments that are returned to us or the Guarantor that made such prior Investment, without restriction, in cash on or prior to the date of any such calculation, but only up to the amount of the Investment made under this clause (e) in such Person, at any time does not in the aggregate exceed $10.0 million (measured by the value attributed to the Investment at the time made or returned, as applicable));

        (f)    any Investment in any Person solely in exchange for Qualified Capital Stock or capital stock of a parent entity or from a Capital Contribution or the Net Cash Proceeds of any substantially concurrent sale of the Company's Qualified Capital Stock;

        (g)  any Investment made as a result of the receipt of non-cash consideration from an Asset Sale that was made pursuant to and in compliance with the covenant described above under the caption "—Repurchase at the Option of Holders-Asset Sales and Sales of Subsidiary Stock" (other than an Asset Sale to an Exempted Subsidiary by us or a Subsidiary of ours (other than the other Exempted Subsidiary) made pursuant to clause (8) of the fifth paragraph thereof);

        (h)  loans and advances to employees of the Company and its Subsidiaries in the ordinary course of business pursuant to this clause (i) not to exceed $500,000 in any fiscal year or $2.0 million at any time outstanding; and

        (i)    any Investment held by us or any of our Subsidiaries on the Issue Date.

"Permitted Lease Financing Arrangements" means any Lease Financing Arrangement entered into by us or any of our Subsidiaries in the ordinary course of business, consistent with customary industry practices, in amounts and for the purposes customary in our industry.

"Permitted Lien" means:

        (a)  Liens existing on the Issue Date;

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        (b)  Liens imposed by governmental authorities for taxes, assessments or other charges not yet subject to penalty or which are being contested in good faith and by appropriate proceedings, if adequate reserves with respect thereto are maintained on our books in accordance with GAAP;

        (c)  statutory liens of carriers, warehousemen, mechanics, material men, landlords, repairmen or other like Liens arising by operation of law in the ordinary course of business provided that (1) the underlying obligations are not overdue for a period of more than 30 days, or (2) such Liens are being contested in good faith and by appropriate proceedings and adequate reserves with respect thereto are maintained on our books in accordance with GAAP;

        (d)  Liens securing the performance of bids, trade contracts (other than borrowed money), leases, statutory obligations, surety and appeal bonds, performance bonds and other obligations of a like nature incurred in the ordinary course of business;

        (e)  easements, rights-of-way, zoning, similar restrictions and other similar encumbrances or title defects which, singly or in the aggregate, do not in any case materially detract from the value of the property, subject thereto (as such property is used by the Company or any of its Subsidiaries) or interfere with the ordinary conduct of our business or the business of any of our Subsidiaries;

        (f)    Liens arising by operation of law in connection with judgments, only to the extent, for an amount and for a period not resulting in an Event of Default with respect thereto;

        (g)  pledges or deposits made in the ordinary course of business in connection with workers' compensation, unemployment insurance and other types of social security legislation;

        (h)  Liens securing the notes;

        (i)    Liens securing Indebtedness of a Person existing at the time such Person becomes a Subsidiary or is merged with or into us or a Subsidiary or Liens securing Indebtedness incurred in connection with an Acquisition, provided, that such Liens were in existence prior to the date of such acquisition, merger or consolidation, were not incurred in anticipation thereof, and do not extend to any other assets;

        (j)    Liens arising from Purchase Money Indebtedness permitted to be incurred pursuant to of the covenant "Limitation on Incurrence of Additional Indebtedness and Disqualified Capital Stock" provided such Liens relate solely to the property, which is subject to such Purchase Money Indebtedness;

        (k)  leases or subleases granted to other Persons in the ordinary course of business not materially interfering with the conduct of our business or the business of any of our Subsidiaries or materially detracting from the value of the relative assets of the Company or any Subsidiary;

        (l)    Liens arising from precautionary Uniform Commercial Code financing statement filings regarding operating leases entered into by us or any of our Subsidiaries in the ordinary course of business;

        (m)  Liens securing Refinancing Indebtedness incurred to refinance any Indebtedness that was previously so secured in a manner no more adverse to the holders of the notes than the terms of the Liens securing such refinanced Indebtedness, and provided that the Indebtedness secured is not increased and the Lien is not extended to any additional assets or property that would not have been security for the Indebtedness refinanced;

        (n)  Liens securing Senior Indebtedness (including under the Credit Agreement) incurred in accordance with the terms of the covenant "Limitation on Incurrence of Additional Indebtedness and Disqualified Capital Stock"; and

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        (o)  Liens securing Indebtedness of any Foreign Subsidiary incurred in accordance with the provisions of the covenant "Limitation on Incurrence of Additional Indebtedness and Disqualified Capital Stock".

"Person" or "person" means any corporation, individual, limited liability company, joint stock company, joint venture, partnership, limited liability company, unincorporated association, governmental regulatory entity, country, state or political subdivision thereof, trust, municipality or other entity.

"Preferred Stock" means any Equity Interest of any class or classes of a Person (however designated) which is preferred as to payments of dividends, or as to distributions upon any liquidation or dissolution, over Equity Interests of any other class of such Person.

"Pro Forma" or "pro forma" shall have the meaning set forth in Regulation S-X of the Securities Act unless otherwise specifically stated herein.

"Principals" means each of The Anschutz Corporation and OCM Principal Opportunities Fund II, L.P.

"Public Equity Offering" an underwritten public offering pursuant to a registration statement filed with the Commission in accordance with the Securities Act of (1) Equity Interests (other than Disqualified Capital Stock) of the Company or (2) Equity Interests (other than Disqualified Stock) of any parent entity, to the extent that the cash proceeds therefrom are used as a Capital Contribution to us.

"Purchase Money Indebtedness" of any Person means any Indebtedness of such Person to any seller or other Person incurred solely (1) to finance the acquisition, construction, installation or improvement of any after acquired real or personal tangible property which, in the reasonable good faith judgment of the Board of Directors, is directly related to a Related Business of ours and that is incurred concurrently within 180 days following with such acquisition, construction, installation or improvement and is secured only by the assets so financed, or (2) to lease (in the case of a Capitalized Lease Obligation) any real or personal tangible property which, in the reasonable good faith judgment of the Board of Directors, is directly related to a Related Business of ours.

"Qualified Capital Stock" means any Capital Stock of ours that is not Disqualified Capital Stock.

"Qualified Exchange" means:

        (1)  any legal defeasance, redemption, retirement, repurchase or other acquisition of Capital Stock, or Indebtedness of ours with the Net Cash Proceeds received by us from the substantially concurrent sale of our Qualified Capital Stock (other than to a Subsidiary) or, to the extent used to retire Indebtedness (other than Disqualified Capital Stock) of ours, Subordinated Refinancing Indebtedness of ours,

        (2)  any issuance of Qualified Capital Stock of ours in exchange for any Capital Stock or Indebtedness of the Company, or

        (3)  any issuance of Subordinated Refinancing Indebtedness of ours in exchange for Indebtedness (other than Disqualified Capital Stock) of ours.

"Recourse Indebtedness" means Indebtedness (a) as to which either we or any of our Subsidiaries (1) provides credit support of any kind (including any undertaking, agreement or instrument that would constitute Indebtedness), (2) is directly or indirectly liable (as a guarantor or otherwise), or (3) constitutes the lender, and (b) in default with respect to which (including any rights that the holders thereof may have to take enforcement action against an Unrestricted Subsidiary) would permit (upon notice, lapse of time or both) any holder of any other Indebtedness of ours or any of our Subsidiaries to declare a default on such other Indebtedness or cause the payment thereof to be accelerated or payable prior to its stated maturity.

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"Reference Period" with regard to any Person means the four full fiscal quarters (or such lesser period during which such Person has been in existence) ended immediately preceding any date upon which any determination is to be made pursuant to the terms of the notes or the Indenture.

"Refinancing Indebtedness" means Indebtedness (Disqualified Capital Stock) (a) issued in exchange for, or the proceeds from the issuance and sale of which are used substantially concurrently to repay, redeem, defease, refund, refinance, discharge or otherwise retire for value, in whole or in part, or (b) constituting an amendment, modification or supplement to, or a deferral or renewal of ((a) and (b) above are, collectively, a "Refinancing"), any Indebtedness (including Disqualified Capital Stock) in a principal amount or, in the case of Disqualified Capital Stock, liquidation preference, not to exceed (after deduction of reasonable and customary fees and expenses incurred in connection with the Refinancing plus the amount of any premium paid in connection with such Refinancing) the lesser of (1) the principal amount or, in the case of Disqualified Capital Stock, liquidation preference, of the Indebtedness (including Disqualified Capital Stock) so Refinanced and (2) if such Indebtedness being Refinanced was issued with an original issue discount, the accreted value thereof (as determined in accordance with GAAP) at the time of such Refinancing; provided, that (A) such Refinancing Indebtedness shall only be used to refinance outstanding Indebtedness (including Disqualified Capital Stock) of such Person issuing such Refinancing Indebtedness, (B) such Refinancing Indebtedness shall (x) not have an Average Life shorter than the Indebtedness (including Disqualified Capital Stock) to be so refinanced at the time of such Refinancing and (y) in all respects, be no less contractually subordinated or junior, if applicable, to the rights of Holders than was the Indebtedness (including Disqualified Capital Stock) to be refinanced, (C) such Refinancing Indebtedness shall have a final stated maturity or redemption date, as applicable, no earlier than the final stated maturity or redemption date, as applicable, of the Indebtedness (including Disqualified Capital Stock) to be so refinanced or, if sooner, 91 days after the Stated Maturity of the notes, and (D) such Refinancing Indebtedness shall be secured (if secured) in a manner no more adverse to the holders of the notes than the terms of the Liens (if any) securing such refinanced Indebtedness, including, without limitation, the amount of Indebtedness secured shall not be increased.

"Registration Rights Agreements" means the First Registration Rights Agreement, dated as of January 29, 2002 and the Second Registration Rights Agreement, dated as of April 17, 2002, in each case by and among the Company and the other parties named on the signature pages thereof, as such agreement may be amended, modified or supplemented from time to time.

"Related Business" means the business conducted (or proposed to be conducted) by us and our Subsidiaries as of the Issue Date and any and all businesses that in the good faith judgment of the Board of Directors are materially related businesses.

"Related Business Asset" means assets (except in connection with the acquisition of a Subsidiary in a Related Business that becomes is a Guarantor, other than notes, bonds, obligations and securities) that, in the good faith reasonable judgment of the Board of Directors, will immediately constitute, be a part of, or be used in, a Related Business of the Company or a Subsidiary.

"Restricted Investment" means, in one or a series of related transactions, any Investment, other than other Permitted Investments.

"Restricted Payment" means, with respect to any Person:

        (a)  the declaration or payment of any dividend or other distribution in respect of Equity Interests of such Person or any parent of such Person, including, without limitation, any parent entity of ours,

        (b)  any payment (except to the extent with Qualified Capital Stock) on account of the purchase, redemption or other acquisition or retirement for value of Equity Interests of such Person or any parent of such Person, including, without limitation, any parent entity of ours,

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        (c)  other than with the proceeds from the substantially concurrent sale of, or in exchange for, Refinancing Indebtedness any purchase, redemption, or other acquisition or retirement for value of, any payment in respect of any amendment of the terms of or any defeasance of, any Subordinated Indebtedness (other than the notes), directly or indirectly, by such Person or a Subsidiary of such Person prior to the scheduled maturity, any scheduled repayment of principal, or scheduled sinking fund payment, as the case may be, of such Indebtedness, and

        (d)  any Restricted Investment by such Person;

provided, however, that the term "Restricted Payment" does not include (1) any dividend, distribution or other payment on or with respect to Equity Interests of an issuer to the extent payable solely in shares of Qualified Capital Stock of such issuer, or (2) any dividend, distribution or other payment to us, or to any of the Guarantors, by us or any of our Subsidiaries and any Investment in any Guarantor by us or any Subsidiary.

"Senior Indebtedness" of ours or any Guarantor means Indebtedness (including any monetary obligation in respect of the Credit Agreement, and interest, whether or not allowable, accruing on Indebtedness incurred pursuant to the Credit Agreement after the filing of a petition initiating any proceeding under any bankruptcy, insolvency or similar law) of ours or such Guarantor arising under the Credit Agreement or that, by the terms of the instrument creating or evidencing such Indebtedness, is expressly designated Senior Indebtedness and made senior in right of payment to the notes or the applicable Guarantee; provided, that in no event shall Senior Indebtedness include (a) Indebtedness to any Subsidiary of ours or any officer, director or employee of ours or any Subsidiary of ours, (b) Indebtedness incurred in violation of the terms of the Indenture; provided, that Indebtedness under the Credit Agreement will not cease to be Senior Indebtedness as a result of this clause (b) if the lenders thereunder obtained a certificate from an officer of ours on the date such Indebtedness was incurred certifying that the incurrence of such Indebtedness was not prohibited by the Indenture, (c) Indebtedness to trade creditors, (d) Disqualified Capital Stock, (e) Capitalized Lease Obligations, and (f) any liability for taxes owed or owing by us or such Guarantor.

        "Significant Subsidiary" shall have the meaning provided under Regulation S-X of the Securities Act, as in effect on the Issue Date.

        "Stated Maturity," when used with respect to any note, means February 1, 2012.

        "Subordinated Indebtedness" means our Indebtedness or Indebtedness of a Guarantor that is subordinated in right of payment by its terms or the terms of any document or instrument or instrument relating thereto ("contractually") to the notes or such Guarantee, as applicable, in any respect.

        "Subsidiary," with respect to any Person, means (1) a corporation a majority of whose Equity Interests with voting power, under ordinary circumstances, to elect directors is at the time, directly or indirectly, owned by such Person, by such Person and one or more Subsidiaries of such Person or by one or more Subsidiaries of such Person, and (2) any other Person (other than a corporation) in which such Person, one or more Subsidiaries of such Person, or such Person and one or more Subsidiaries of such Person, directly or indirectly, at the date of determination thereof has a majority ownership interest, or (3) a partnership in which such Person or a Subsidiary of such Person is, at the time, a general partner and in which such Person, directly or indirectly, at the date of determination thereof has a majority ownership interest. Notwithstanding the foregoing, an Unrestricted Subsidiary shall not be a Subsidiary of ours or of any Subsidiary of ours. Unless the context requires otherwise, Subsidiary means each direct and indirect Subsidiary of ours.

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        "Unrestricted Subsidiary" means any subsidiary of ours that does not directly, indirectly or beneficially own any Capital Stock of, and Subordinated Indebtedness of, or own or hold any Lien on any property of, the Company or any other Subsidiary of ours and that, at the time of determination, shall be an Unrestricted Subsidiary (as designated by the Board of Directors); provided, that such Subsidiary at the time of such designation (a) has no Recourse Indebtedness; (b) is not party to any agreement, contract, arrangement or understanding with us or any Subsidiary of ours unless the terms of any such agreement, contract, arrangement or understanding are no less favorable to us or such Subsidiary than those that might be obtained at the time from Persons who are not Affiliates of ours; (c) is a Person with respect to which neither we nor any of our Subsidiaries has any direct or indirect obligation (x) to subscribe for additional Equity Interests or (y) to maintain or preserve such Person's financial condition or to cause such Person to achieve any specified levels of operating results; and (d) has not guaranteed or otherwise directly or indirectly provided credit support for any Indebtedness of ours or any of our Subsidiaries. The Board of Directors may designate any Unrestricted Subsidiary to be a Subsidiary, provided, that (1) no Default or Event of Default is existing or will occur as a consequence thereof and (2) immediately after giving effect to such designation, on a pro forma basis, we could incur at least $1.00 of Indebtedness pursuant to the Debt Incurrence Ratio of the covenant "Limitation on Incurrence of Additional Indebtedness and Disqualified Capital Stock." Each such designation shall be evidenced by filing with the Trustee a certified copy of the resolution giving effect to such designation and an Officers' Certificate certifying that such designation complied with the foregoing conditions.

        "U.S. Government Obligations" means direct non-callable obligations of, or noncallable obligations guaranteed by, the United States of America for the payment of which obligation or guarantee the full faith and credit of the United States of America is pledged.

        "Voting Equity Interests" means Equity Interests which at the time are entitled to vote in the election of, as applicable, directors, members or partners generally.

        "Wholly Owned Subsidiary" means a Subsidiary all the Equity Interests of which (other than directors' qualifying shares) are owned by us or one or more Wholly Owned Subsidiaries of ours or a combination thereof.

Form of Exchange Notes

        The certificates representing the exchange notes will be issued in fully registered form, without coupons. Except as described in the next paragraph, the exchange notes will be deposited with, or on behalf of, DTC, and registered in the name of Cede & Co., as DTC's nominee, in the form of a global note. Holders of the exchange notes will own book-entry interests in the global note evidenced by records maintained by DTC.

        Book-entry interests may be exchanged for certificated notes of like tenor and equal aggregate principal amount, if

(1)

DTC notifies us that it is unwilling or unable to continue as depositary or we determine that DTC is unable to continue as depositary and we fail to appoint a successor depositary,

(2)

we provide for the exchange pursuant to the terms of the indenture, or

(3)

we determine that the book-entry interests will no longer be represented by global notes and we execute and deliver to the trustee instructions to that effect.

        As of the date of this prospectus, no certificated notes are issued and outstanding.

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MATERIAL UNITED STATES FEDERAL INCOME TAX CONSEQUENCES

        The following is a summary of the material United States federal income and estate tax consequences (a) expected to result to holders whose old notes are exchanged for the exchange notes in the exchange offer and (b) relevant to the ownership and disposition of the exchange notes by persons who hold the exchange notes as a capital asset, generally for investment, as defined in Section 1221 of the Internal Revenue Code of 1986, as amended, or the Code. This summary does not consider state, local or foreign tax laws. In addition, it does not include all of the rules which may affect the United States tax treatment of your investment in the notes. For example, special rules not discussed herein may apply to you if you are:

•

a broker-dealer or a dealer in securities or currencies;



•

an S corporation;



•

a bank, thrift or other financial institution;



•

a regulated investment company or a real estate investment trust; an insurance company;



•

a tax-exempt organization;



•

subject to the alternative minimum tax provisions of the Code;



•

holding the notes as a part of a hedge, straddle, conversion or other risk reduction or constructive sale transaction;



•

holding the notes through a partnership or similar pass-through entity;



•

a trader in securities;



•

a person with a "functional currency" other than the U.S. dollar; or



•

a United States expatriate.

        The discussion is based on the following materials, all as of the date hereof:

•

the Code;



•

current, temporary and proposed treasury regulations promulgated under the Code;



•

the legislative history of the Code;



•

current administrative interpretations and practices of the Internal Revenue Service; and



•

court decisions.

        Legislation, judicial decisions or administrative changes may be forthcoming that could affect the accuracy of the statements included in this summary, possibly on a retroactive basis. We have not requested, and do not plan to request, any rulings from the Internal Revenue Service concerning the tax consequences of exchange of the old notes for the exchange notes or the purchase, ownership or disposition of the exchange notes. The statements set forth below are not binding on the Internal Revenue Service or any court. Thus, we can provide no assurance that the statements set forth below will not be challenged by the Internal Revenue Service, or that they would be sustained by a court if they were so challenged.

We urge you to consult your own tax advisor concerning the tax consequences of the exchange of the old notes for the exchange notes and of holding and disposing of the exchange notes, including the United States federal, state, local and other tax consequences and potential changes in the tax laws.

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Consequences of the Exchange

        The exchange of the old notes for the exchange notes in the exchange offer will not be treated as an "exchange" for federal income tax purposes, because the exchange notes will not be considered to differ materially in kind or extent from the old notes. Accordingly, the exchange of old notes for exchange notes will not be a taxable event to holders for federal income tax purposes. Moreover, the exchange notes will have the same tax attributes as the old notes and the same tax consequences to holders as the old notes have to holders, including, without limitation, the same issue price, adjusted issue price, adjusted tax basis and holding period. Therefore, references to "notes" apply equally to the exchange notes and the old notes.

Consequences to United States Holders

        If you are a "United States Holder," as defined below, this section applies to you and summarizes certain United States federal income tax consequences of the ownership and disposition of the notes. Otherwise, the next section, "Consequences to Non-United States Holders," applies to you. You are a "United States Holder" if you hold notes and you are:

•

a citizen or resident of the United States;



•

a corporation or partnership or other entity taxable as a corporation or partnership created or organized in or under the law of the United States, any state thereof or the District of Columbia;



•

an estate the income of which is subject to United States federal income tax regardless of its source;



•

a trust, if either (i) a court within the United States is able to exercise primary supervision over the administration of the trust, and one or more United States persons have the authority to control all substantial decisions of the trust or (ii) the trust was in existence on August 20, 1996, was treated as a United States person on that date and has elected to be treated as a United States person at all times thereafter; or



•

otherwise subject to United States federal income tax on your worldwide income on a net income basis.



•

If a partnership or other entity taxable as a partnership holds the notes, the tax treatment of a partner will generally depend on the status of the partner and the activities of the partnership. Such partner should consult its tax advisors as to its tax consequences.

Payments of Interest

        You must generally include the interest on the notes in ordinary income:

•

when it accrues, if you use the accrual method of accounting for United States federal income tax purposes; or



•

when you receive it, if you use the cash method of accounting for United States federal income tax purposes.

Market Discount

        If a United States Holder acquires a note at a cost that is less than the stated redemption price (i.e., the principal) at maturity of the notes, the amount of such difference is treated as "market discount" for federal income tax purposes, unless such difference is less than .0025 multiplied by the stated redemption price at maturity multiplied by the number of complete years to maturity (from the date of acquisition).

126

        Under the market discount rules of the Code, you are required to treat any gain on the sale, exchange, retirement or other disposition of a note as ordinary income to the extent of the accrued market discount that has not previously been included in income. Thus, principal payments and payments received upon the sale or exchange of a note are treated as ordinary income to the extent of accrued market discount that has not previously been included in income. If you dispose of a note with market discount in certain otherwise nontaxable transactions, you must include accrued market discount as ordinary income as if you had sold the note at its then fair market value.

        In general, the amount of market discount that has accrued is determined on a ratable basis. A United States Holder may, however, elect to determine the amount of accrued market discount on a constant yield to maturity basis. This election is made on a note-by-note basis and is irrevocable.

        With respect to notes with market discount, you may not be allowed to deduct immediately a portion of the interest expense on any indebtedness incurred or continued to purchase or to carry the notes. A United States Holder may elect to include market discount in income currently as it accrues, in which case the interest deferral rule set forth in the preceding sentence will not apply. This election will apply to all debt instruments that a United States Holder acquires on or after the first day of the first taxable year to which the election applies and is irrevocable without the consent of the Internal Revenue Service. A United States Holder's tax basis in a note will be increased by the amount of market discount included in the holder's income under the election.

Amortizable Bond Premium

        If a United States Holder purchases a note for an amount in excess of the stated redemption price at maturity, the holder will be considered to have purchased the note with "amortizable bond premium" equal in amount to the excess. Generally, a United States Holder may elect to amortize the premium as an offset to interest income otherwise required to be included in income in respect of the note during the taxable year, using a constant yield method similar to that described above, over the remaining term of the note. Under treasury regulations, the amount of amortizable bond premium that a United States Holder may deduct in any accrual period is limited to the amount by which the holder's total interest inclusions on the note in prior accrual periods exceed the total amount treated by the holder as a bond premium deduction in prior accrual periods. If any of the excess bond premium is not deductible, that amount is carried forward to the next accrual period. A United States Holder who elects to amortize bond premium must reduce the holder's tax basis in the note by the amount of the premium used to offset interest income as set forth above. An election to amortize bond premium applies to all taxable debt obligations then owned and thereafter acquired by the United States Holder and may be revoked only with the consent of the Internal Revenue Service.

Sale or Other Taxable Disposition of the Notes

        You must recognize taxable gain or loss on the sale, exchange, redemption, retirement or other taxable disposition of a note. The amount of your gain or loss equals the difference between the amount you receive for the note (in cash or other property, valued at fair market value), minus the amount, if any, attributable to accrued but unpaid interest (which is taxed as ordinary income), minus your adjusted tax basis in the note. Your tax basis in a note will initially equal the price you paid for the note and will be subsequently increased by market discount previously included in income in respect of the note and will be reduced by any amortizable bond premium in respect of the note which has been taken into account.

        Your gain or loss will generally be capital gain or loss except as described under "Market Discount" above. The capital gain or loss will be long-term capital gain or loss, if you have held the notes for more than one year. Otherwise, it will be short-term capital gain or loss. Payments

127

attributable to accrued but unpaid interest which you have not yet included in income will be taxed as ordinary interest income. The deductibility of capital losses is subject to limitations.

Backup Withholding and Information Reporting

        Backup withholding at a rate of up to 31% may apply when you receive interest payments on a note or proceeds upon the sale or other disposition of a note. Certain holders, including among others, corporations, financial institutions and certain tax-exempt organizations, are generally not subject to backup withholding. In addition, backup withholding will not apply to you if you provide your social security number or other taxpayer identification number in the prescribed manner unless:

•

the Internal Revenue Service notifies us or our agent that the taxpayer identification number provided is incorrect;



•

you fail to report interest and dividend payments that you receive on your tax return and the Internal Revenue Service notifies us or our agent that backup withholding is required; or



•

you fail to certify under penalties of perjury that backup withholding does not apply to you.

        If backup withholding applies to you, you may use the amount withheld as a refund or credit against your United States federal income tax liability as long as you timely provide the required information to the Internal Revenue Service. United States Holders should consult their tax advisors as to their qualification for exemption from backup withholding and the procedures for obtaining the exemption.

        We will be required to furnish annually to the Internal Revenue Service and to holders of notes information relating to the amount of interest paid on the notes. Some holders, including corporations, financial institutions and certain tax-exempt organizations, are generally not subject to information reporting.

Consequences to Non-United States Holders

        As used herein, a "Non-United States Holder" is a person or entity that, for United States federal income tax purposes, is not a United States Holder.

Payments of Interest

        If you area Non-United States Holder, interest paid to you will not be subject to United States federal income taxes or withholding taxes if the interest is not effectively connected with your conduct of a trade or business within the United States, and you:

•

do not actually, indirectly or constructively own 10% or more of the total combined voting power of all classes of our stock entitled to vote;



•

are not a controlled foreign corporation with respect to which we are a "related person" within the meaning of



•

Section 864(d)(4) of the Code;



•

are not a bank receiving interest pursuant to a loan agreement entered into in the ordinary course of your trade



•

or business, and



•

provide appropriate certification.

        You can generally meet the certification requirement by providing a properly executed Form W-8BEN or appropriate substitute form to us, or our paying agent. If you hold the notes through

128

a financial institution or other agent acting on your behalf, you may be required to provide appropriate documentation to your agent.

        Your agent will then generally be required to provide appropriate certifications to us or our paying agent, either directly or through other intermediaries. Special certification rules apply to foreign partnerships, estates and trusts, and in certain circumstances certifications as to foreign status of partners, trust owners or beneficiaries may have to be provided to us or our paying agent.

        If you do not qualify for an exemption under these rules, interest income from the notes may be subject to withholding tax at the rate of 30% (or lower applicable treaty rate) at the time it is paid. The payment of interest effectively connected with your United States trade or business, however, would not be subject to a 30% withholding tax so long as you provide us or our agent an adequate certification (currently on Form W-8ECI), but such interest would be subject to United States federal income tax on a net basis at the rates applicable to United States persons generally. In addition, if you are a foreign corporation and the payment of interest is effectively connected with your United States trade or business, you may also be subject to a 30% (or lower applicable treaty rate) branch profits tax.

Sale or Other Taxable Disposition of Notes

        If you are a Non-United States Holder, you generally will not be subject to United States federal income tax on any amount which constitutes capital gain upon retirement or disposition of a note, unless:

•

your investment in the note is effectively connected with your conduct of a United States trade or business; or



•

you are a nonresident alien individual and are present in the United States for 183 or more days in the taxable year within which such sale or other taxable disposition takes place and certain other requirements are met.



•

If you have a United States trade or business and the investment in the notes is effectively connected with that trade or business, the payment of the sale proceeds with respect to the notes would be subject to United States federal income tax on a net income basis at the rate applicable to United States Holders generally. In addition,. foreign corporations may be subject to a 30% (or lower applicable treaty rate) branch profits tax if the investment in the note is effectively connected with the foreign corporation's United States trade or business.

United States Federal Estate Tax

        The United States federal estate tax will not apply to the notes owned by you at the time of your death, provided that (1) you do not own actually or constructively 10% or more of the total combined voting power of all classes of our voting stock (within the meaning of the Code and the treasury regulations) and (2) interest on the note would not have been, if received at the time of your death, effectively connected with your conduct of a trade or business in the United States.

Backup Withholding and Information Reporting

        No backup withholding or information reporting will generally be required with respect to interest paid to a Non-United States Holder of notes if the beneficial owner of the note provides the certification described above in "Consequences to Non-United States Holders—Payments of Interest" or is an exempt recipient and, in each case, the payor does not have actual knowledge or reason to know that the beneficial owner is a United States Holder. Information reporting requirements and backup withholding tax generally will not apply to any payments of the proceeds of the sale of a note effected outside the United States by a foreign office of a foreign broker (as defined in applicable treasury regulations). However, unless such broker does not have actual knowledge or reason to know

129

that the beneficial owner is a United States Holder and has documentary evidence in its records that the beneficial owner is a Non-United States Holder and certain other conditions are met, or the beneficial owner otherwise establishes an exemption, information reporting but not backup withholding will apply to any payment of the proceeds of the sale of a note effected outside the United States by such broker if it:

•

is a United States person, as defined in the Code;



•

is a foreign person and it derives 50% or more of its gross income for certain periods from the conduct of a trade or business in the United States;



•

is a controlled foreign corporation for United States federal income tax purposes; or



•

is a foreign partnership that, at any time during its taxable year, has more than 50% of its income or capital interests owned by United States persons or is engaged in the conduct of a United States trade or business.

        Payments of the proceeds of any sale of a note effected by the United States office of a broker will be subject to information reporting and backup withholding requirements, unless the beneficial owner of the note provides the certification described above in "Consequences to Non-United States Holders—Payments of Interest" or otherwise establishes an exemption.

        If you are a Non-United States Holder of notes, you should consult your tax advisor regarding the application of information reporting and backup withholding in your particular situation, the availability of an exemption therefrom and the procedures for obtaining the exemption, if available. Any amounts withheld from payment to you under the backup withholding rules will be allowed as a refund or credit against your federal income tax liability, provided that the required information is furnished timely to the Internal Revenue Service.

PLAN OF DISTRIBUTION

        Each broker-dealer that receives exchange notes in the exchange offer for its own account must acknowledge that it will deliver a prospectus meeting the requirements of the Securities Act in connection with any resales of such exchange notes. We reserve the right in our sole discretion to purchase or make offers for, or to offer exchange notes for, any old notes that remain outstanding subsequent to the expiration of the exchange offer pursuant to this prospectus or otherwise and, to the extent permitted by applicable law, purchase old notes in the open market, in privately negotiated transactions or otherwise. This prospectus, as it may be amended or supplemented from time to time, may be used by all persons subject to the prospectus delivery requirements of the Securities Act, including broker-dealers in connection with resales of exchange notes received in the exchange offer, where such old notes were acquired as a result of market-making activities or other trading activities and may be used by us to purchase any old notes outstanding after expiration of the exchange offer. We have agreed that, for a period of 180 days from the date on which the exchange offer is completed, we will make this prospectus, as amended or supplemented, available to any broker-dealer for use in connection with any such resale. In addition, until             , 2002, all dealers effecting transactions in the exchange notes may be required to deliver a prospectus.

        We will not receive any proceeds from any sale of exchange notes by broker-dealers. Exchange notes received by broker-dealers in the exchange offer for their own account may be sold from time to time in one or more transactions in the over-the-counter market, in negotiated transactions, through the writing of options on the exchange notes or a combination of such methods of resale, at market prices prevailing at the time of resale, at prices related to such prevailing market prices or negotiated prices. Any such resale may be made directly to purchasers or to or through brokers or dealers who may receive compensation in the form of commissions or concessions from any such broker-dealer or the purchasers of any such exchange notes. Any broker-dealer that resells exchange notes that were

130

received by it in the exchange offer for its own account and any broker or dealer that participates in a distribution of such exchange notes may be deemed to be an "underwriter" within the meaning of the Securities Act and any profit on any such resale of such exchange notes and any commissions or concessions received by any such persons may be deemed to be underwriting compensation under the Securities Act. The letter of transmittal states that, by acknowledging that it will deliver and by delivering a prospectus meeting the requirements of the Securities Act, a broker-dealer will not be deemed to admit that it is an "underwriter" within the meaning of the Securities Act.

        For a period of 180 days from the date on which the exchange offer is completed, we will promptly send a sufficient number of additional copies of this prospectus and any amendment or supplement to this prospectus to any broker-dealer that requests such documents in the letter of transmittal. We have agreed to pay all expenses incident to the exchange offer (including the reasonable fees and expenses of one counsel for the holders of the old notes) other than commissions or concessions of any brokers or dealers and will indemnify holders of the notes (including any broker-dealers) against certain liabilities, including liabilities under the Securities Act.

LEGAL MATTERS

        Certain legal matters in connection with the notes offered hereby will be passed upon for us by Hogan & Hartson L.L.P., Denver, Colorado.

EXPERTS

        The balance sheet of Regal Cinemas Corporation as of January 3, 2002, has been included herein in reliance upon the report of KPMG LLP, independent accountants, appearing elsewhere herein, and upon the authority of said firm as experts in accounting and auditing.

        The consolidated financial statements of Regal Cinemas, Inc. and its subsidiaries as of December 27, 2001 and December 28, 2000 and for each of the years in the period ended December 27, 2001, included in this prospectus have been audited by Deloitte & Touche LLP, independent auditors, as stated in their report appearing herein (which report expresses an unqualified opinion and includes an explanatory paragraph referring to Regal Cinemas, Inc.'s voluntary petition for reorganization under Chapter 11 of the United States Bankruptcy Code and subsequent acquisition), and have been so included in reliance upon the report of such firm given upon their authority as experts in accounting and auditing.

        The consolidated financial statements of Edwards Theatres and subsidiaries as of December 27, 2001 and December 26, 2000 and for each of the three years in the period ended December 27, 2001, have been included herein upon the reliance on the report of KPMG LLP, independent accountants, appearing elsewhere herein, and upon the authority of said firm as experts in accounting and auditing.

SUBSIDIARY GUARANTORS

        Each subsidiary guarantor is exempt from reporting under the Securities Exchange Act of 1934 pursuant to Rule 12h-5 under the Exchange Act, as we have no independent assets or operations, the guarantees of our subsidiary guarantors are full and unconditional and joint and several, and any subsidiaries of ours other than the subsidiary guarantors are, individually and in the aggregate, minor. There are no significant restrictions on our ability or any subsidiary guarantor to obtain funds from its subsidiaries.

131

WHERE YOU CAN FIND MORE INFORMATION

        We have filed with the SEC a registration statement on Form S-4 (Commission File. No. 333-87930) with respect to the exchange notes. This prospectus does not contain all the information contained in the registration statement, including its exhibits and schedules. You should refer to the registration statement including the exhibits and schedules, for further information about us and the exchange notes. Statements we make in this prospectus about certain contracts or other documents are not necessarily complete. When we make such statements, we refer you to the copies of the contracts or documents that are filed as exhibits to the registration statement because those statements are qualified in all respects by reference to those exhibits. The registration statement, including exhibits and schedules, is on file at the offices of the SEC and may be inspected without charge.

        Upon effectiveness of the registration statement of which this prospectus is a part, we will file annual, quarterly, special reports and other information with the SEC. You may read and copy any document we file with the SEC at the SEC's public reference room at the following address:

Public Reference Room
450 Fifth Street, N.W.
Room 1024
Washington, D.C. 20549

        Please call the SEC at 1-800-SEC-0330 for further information on the operations of the public reference rooms. Our SEC filings are also available at the SEC's web site at http://www.sec.gov.

        You can obtain a copy of any of our filings, at no cost, by writing to or telephone us at the following address:

Regal Cinemas Corporation
7132 Regal Lane
Knoxville, Tennessee 37918
Attention: General Counsel
(865) 922-1123

        To ensure timely delivery, please make your request as soon as practicable and, in any event, no later than five business days prior to the expiration of the exchange offer.

132

REGAL CINEMAS CORPORATION INDEX TO FINANCIAL STATEMENTS

REGAL CINEMAS CORPORATION
	Report of KPMG LLP, Independent Auditors
	Balance Sheet as of January 3, 2002
	Notes to Balance Sheet
	Unaudited Condensed Consolidated Balance Sheets as of March 28, 2002 (Reorganized Company) and December 27, 2001 (Predecessor Company)
	Unaudited Condensed Consolidated Statements of Operations for the nine weeks ended March 28, 2002 (Reorganized Company) and the four weeks ended January 24, 2002 and the quarter ended March 29, 2001 (Predecessor Company)
	Unaudited Condensed Consolidated Statements of Cash Flows for the nine weeks ended March 28, 2002 (Reorganized Company) and the four weeks ended January 24, 2002 and quarter ended March 29, 2001 (Predecessor Company)
	Notes to Unaudited Condensed Consolidated Financial Statements
REGAL CINEMAS, INC.
	Report of Deloitte & Touche LLP, Independent Auditors
	Consolidated Balance Sheets at December 27, 2001 and December 28, 2000
	Consolidated Statements of Operations for the years ended December 27, 2001, December 28, 2000 and December 30, 1999
	Consolidated Statements of Shareholders' Equity (Deficit) for the years ended December 27, 2001, December 28, 2000 and December 30, 1999
	Consolidated Statements of Cash Flows for the years ended December 27, 2001, December 28, 2000 and December 30, 1999
	Notes to Consolidated Financial Statements
EDWARDS THEATRES, INC.
	Report of KPMG LLP, Independent Auditors
	Balance Sheets as of December 27, 2001 and December 26, 2000
	Statement of Operations and Comprehensive Loss for the fiscal years ended December 27, 2001, December 26, 2000 and December 28, 1999
	Statement of Stockholders' Equity for the fiscal years ended December 27, 2001, December 26, 2000 and December 28, 1999
	Statement of Cash Flows for the fiscal years ended December 27, 2001, December 26, 2000 and December 28, 1999
	Notes to Financial Statements
	Unaudited Condensed Consolidated Balance Sheets as of March 28, 2002 and December 27, 2001
	Unaudited Condensed Consolidated Statements of Operations for the quarters ended March 28, 2002 and March 29, 2001
	Unaudited Condensed Consolidated Statements of Cash Flows for the quarters ended March 28, 2002 and March 29, 2001
	Notes to Unaudited Condensed Consolidated Financial Statements

F-1

Independent Auditors' Report

The Board of Directors
Regal Cinemas Corporation:

        We have audited the accompanying balance sheet of Regal Cinemas Corporation as of January 3, 2002. The financial statement is the responsibility of the Company's management. Our responsibility is to express an opinion on this financial statement based on our audit.

        We conducted our audit in accordance with auditing standards generally accepted in the United States of America. Those standards require that we plan and perform the audit to obtain reasonable assurance about whether the financial statement is free of material misstatement. An audit includes examining, on a test basis, evidence supporting the amounts and disclosures in the financial statement. An audit also includes assessing the accounting principles used and significant estimates made by management, as well as evaluating the overall financial statement presentation. We believe that our audit provides a reasonable basis for our opinion.

        In our opinion, the financial statement referred to above presents fairly, in all material respects, the financial position of Regal Cinemas Corporation at January 3, 2002, in conformity with accounting principles generally accepted in the United States of America.

	/s/ KPMG LLP
Denver, Colorado May 2, 2002

F-2

REGAL CINEMAS CORPORATION

Balance Sheet as of January 3, 2002

(In Thousands except shares)

Assets
Cash and cash equivalents	$	0
Total assets	$	0
Shareholder's Equity
Preferred stock, $0.001 per value, 5,000,000 shares authorized, none issued or outstanding	$	—
Common stock, $0.001 par value 25,000,000 shares authorized, none issued or outstanding		0
Subsequent events
Total shareholder's equity	$	0

See accompanying notes to balance sheet.

F-3

REGAL CINEMAS CORPORATION

Notes to Balance Sheet

January 3, 2002

(1)  Organization

        Regal Cinemas Corporation (the Company), was incorporated in the state of Delaware on January 3, 2002 for the sole purpose of providing financing for Regal Cinemas, Inc. (Regal Cinemas). On January 29, 2002, The Anschutz Corporation (Anschutz) acquired a controlling equity interest in Regal Cinemas. Anschutz and the other shareholders of Regal Cinemas exchanged their equity interests in Regal Cinemas for equity interests in the Company immediately after Regal Cinemas and its subsidiaries emerged from bankruptcy reorganization.

(2)  Subsequent Events

        On March 8, 2002, the holders of 100% of the capital stock of the Company, Edwards Theatres, Inc. and Regal CineMedia Corporation and the holders of over 80% of the voting stock of United Artists Theatre Company, agreed to exchange their capital stock of these entities for all the outstanding capital stock of Regal Entertainment Group (Regal Entertainment). The exchange occurred on April 12, 2002.

        On January 29, 2002 and April 17, 2002, the Company issued $200.0 million and $150.0 million, respectively, in aggregate principal amount of senior subordinated notes. Net proceeds from these debt offerings were advanced to Regal Cinemas.

        On April 17, 2002, Regal Cinemas acquired the capital stock of Edwards Theatres from Regal Entertainment Holdings, Inc., a subsidiary of Regal Entertainment, for approximately $272.5 million. Because we are under common control with Edwards Theatres, this transaction will be accounted for as a contribution of Edwards Theatres to us by Regal Entertainment Holdings, and as such will be accounted for at the cost basis of Edwards Theatres. Regal Cinemas used a combination of debt and cash on hand to consummate the Edwards Transaction.

F-4

Regal Cinemas Corporation

Unaudited Condensed Consolidated Balance Sheets

(In thousands, except share amounts)

			Reorganized Company as of March 28, 2002			Predecessor Company as of December 27, 2001
ASSETS
Current assets:
	Cash and equivalents		$	155,984		$	237,688
	Accounts receivable			2,577			3,882
	Construction receivables			1,651			2,234
	Inventories			2,873			3,291
	Prepaid and other current assets			23,087			13,730
	Assets held for sale			5,250			5,328
		Total current assets		191,422			266,153
Property and equipment:
	Land			86,913			80,571
	Buildings and leasehold improvements			764,807			1,014,319
	Equipment			327,768			427,066
	Construction in progress			7,827			1,842
				1,187,315			1,523,798
	Accumulated depreciation and amortization			(12,860	)		(297,261	)
		Total property and equipment, net		1,174,455			1,226,537
Goodwill and other intangible assets				1,044			336,174
Other assets				25,486			41,505
		Total assets	$	1,392,407		$	1,870,369
LIABILITIES AND SHAREHOLDERS' EQUITY (DEFICIT)
Current liabilities:
	Current maturities of long-term debt		$	15,722		$	2,173
	Accounts payable			47,369			40,215
	Accrued expenses			60,754			42,657
	Current portion of deferred tax liability			571			—
	Bankruptcy related liabilities and claims			46,905			—
	Liabilities subject to compromise			—			183,900
		Total current liabilities		171,321			268,945
	Long-term debt, less current maturities			459,588			3,219
	Capital leases, less current maturities			1,497			1,512
	Lease financing arrangements			97,399			97,821
	Deferred tax liability			42,338			—
	Other liabilities			2,028			23,495
	Liabilities subject to compromise			—			1,899,274
		Total liabilities		774,171			2,294,266
Shareholders' equity (deficit):
	Preferred stock, $.001 par value; 5,000,000 shares authorized; none issued and outstanding			—			—
	Common stock; $.001 par value; 25,000,000 shares authorized; 7,500,000 issued and outstanding at March 28, 2002			8			196,452
	Additional paid-in capital			602,492			—
	Loans to shareholders			—			(3,062	)
	Retained earnings (deficit)			15,736			(617,287	)
		Total shareholders' equity (deficit)		618,236			(423,897	)
		Total liabilities and shareholders' equity (deficit)	$	1,392,407		$	1,870,369

See accompanying notes to unaudited condensed consolidated financial statements

F-5

Regal Cinemas Corporation

Unaudited Condensed Consolidated Statements of Operations

(In thousands)

						Predecessor Company
			Reorganized Company Nine Weeks Ended March 28, 2002			Four Weeks Ended January 24, 2002		Quarter ended March 29, 2001
Revenues:
	Admissions		$	137,201		75,111		200,728
	Concessions			55,489		29,522		76,062
	Other			6,865		3,698		10,290
		Total net revenues		199,555		108,331		287,080
Operating expenses:
	Film rental and advertising costs			69,333		38,132		99,944
	Cost of concessions			7,978		4,251		11,204
	Theatre operating expenses			68,983		34,578		117,891
	General and administrative expenses			5,611		2,562		7,156
	Merger expenses			1,362		—		—
	Legal and professional fees—restructuring related			99		—		2,536
	Depreciation and amortization			12,860		6,431		23,358
	Theatre closing costs			147		128		25,401
	(Gain) loss on disposal of operating assets			(666	)	(6	)	7,141
	Loss on impairment of assets			—		500		36,964
		Total operating expenses		165,707		86,576		331,595
		Operating income		33,848		21,755		(44,515	)
Other income (expense):
	Interest expense			(8,011	)	(8,532	)	(49,768	)
	Interest income			48		28		1,622
Income (loss) before reorganization items, income taxes, and extraordinary item				25,885		13,251		(92,661	)
Reorganization items				—		(254,335	)	—
(Income) loss before income taxes and extraordinary item				25,885		(241,084	)	(92,661	)
Provision for income taxes				(10,149	)	—		—
Income (loss) before extraordinary item				15,736		(241,084	)	(92,661	)
Extraordinary item:
	Gain on extinguishment of debt			—		661,919		—
Net income (loss)			$	15,736		420,835		(92,661	)

See accompanying notes to unaudited condensed consolidated financial statements

F-6

Regal Cinemas Corporation

Unaudited Condensed Consolidated Statements of Cash Flows

(In thousands)

							Predecessor Company
				Reorganized Company Nine Weeks Ended March 28, 2002			Four Weeks Ended January 24, 2002			Quarter ended March 29, 2001
Cash flows from operating activities:
	Net income (loss)			$	15,736		$	420,835		$	(92,661	)
	Adjustments to reconcile net loss to net cash provided by operating activities:				—			—			—
	Depreciation and amortization				12,860			6,431			23,358
	Provision for deferred income taxes				8,605			—			—
	Writeoff of shareholder loans				—			3,062			—
	Loss on impairment of assets				—			500			36,963
	Deferred gain on lease amendments				—			—			15,010
	(Gain) Loss on disposal of operating assets				(666	)		(6	)		7,141
	Theater closing costs				—			—			25,401
	Extraordinary gain on extinguishment of debt				—			(661,919	)		—
	Reorganization items				—			254,335			—
	Changes in operating assets and liabilities:				—			—			—
		Accounts receivable			(1,296	)		2,601			(23	)
		Inventories			428			(9	)		613
		Prepaids and other assets			(5,271	)		(1,760	)		(8,501	)
		Accounts payable			50			7,104			(23,846	)
		Accrued expenses and other liabilities			(34,290	)		(80,934	)		2,456
			Net cash used in operating activities		(3,844	)		(49,760	)		(14,089	)
Cash flows from investing activities:
	Capital expenditures				(7,858	)		(2,027	)		(7,352	)
	Proceeds from sale of fixed assets				666			6			3,929
	Decrease in reimbursable construction advances				162			421			1,538
			Net cash used in investing activities		(7,030	)		(1,600	)		(1,885	)
Cash flows from financing activities:
	Proceeds from new senior credit facility				—			270,000			—
	Proceeds from new senior subordinated notes				—			200,000			—
	Payment of debt financing costs				—			(15,861	)		—
	Payment of old senior credit facility				—			(274,542	)		—
	Payment of old senior subordinated notes				—			(160,000	)		—
	Payment of old equipment financing				—			(17,662	)		—
	Other debt and capital lease activity				(347	)		(241	)		(839	)
			Net cash provided by (used in) financing activities		(347	)		1,694			(839	)
Cash used in reorganization					—			(20,817	)		—
								—			—
Net increase in cash and cash equivalents					(11,221	)		(70,483	)		(16,813	)
Cash and cash equivalents, beginning of period					167,205			237,688			118,834
Cash and cash equivalents, end of period				$	155,984		$	167,205		$	102,021

See accompanying notes to unaudited condensed consolidated financial statements

F-7

REGAL CINEMAS CORPORATION

NOTES TO UNAUDITED CONDENSED CONSOLIDATED FINANCIAL STATEMENTS

MARCH 28, 2002

1.    THE COMPANY AND PLAN OF REORGANIZATION

        Regal Cinemas Corporation and its wholly owned subsidiary, Regal Cinemas, Inc. (the "Company" or "Regal Cinemas" or "RCC"), operate multi-screen motion picture theatres principally throughout the eastern and northwestern United States. The Company formally operates on a 52 week fiscal year with each quarter consisting of 13 weeks, unless otherwise noted.

        On October 11, 2001, Regal Cinemas, Inc. and its subsidiaries filed voluntary petitions for relief under Chapter 11 of Title 11 of the United States Bankruptcy Code in the United States Bankruptcy Court for the Middle District of Tennessee (the "Bankruptcy Court") under case numbers 301-11305 through 301-11320 (the "Chapter 11 Case"), seeking court supervision of the Company's restructuring efforts. Pursuant to the plan of reorganization (the Plan), holders of its then existing senior credit facilities agreed to exchange approximately $725 million of their pre-petition claims for 100% of Regal Cinemas, Inc.'s newly-issued common stock. Other principal terms of the Plan included:

•

cash payment in full of principal and accrued and unpaid interest existing under Regal Cinemas, Inc.'s then existing senior credit facility for certain holders;



•

cash payment in full of all other secured claims, relating primarily to Regal Cinemas, Inc.'s equipment financing facility;



•

satisfaction and retirement of Regal Cinemas, Inc.'s outstanding subordinated debt by a cash payment equal to approximately 20% of the claims amount; and



•

distributions to the holders of general unsecured claims of 100% of such holder's allowed claim.

        On December 7, 2001, the Bankruptcy Court confirmed the Plan and as a result, Regal Cinemas, Inc. commenced appropriate actions to consummate the Plan and emerged from bankruptcy on January 29, 2002 with Anschutz having acquired a controlling equity interest. Also on January 29, 2002, Regal Cinemas, Inc. became a wholly owned subsidiary of Regal Cinemas Corporation when Anschutz and the other shareholders of Regal Cinemas, Inc. exchanged their common stock of Regal Cinemas, Inc. for 7,500,000 shares of Regal Cinemas.

        RCC was formed for the primary purpose of becoming the issuer of senior credit facilities and the $200 million of 9³/8% senior subordinated notes issued upon Regal Cinemas, Inc.'s emergence from bankruptcy. Approximately $1.8 billion of Regal Cinemas, Inc. long-term debt plus approximately $196 million of accrued and unpaid interest was discharged under the terms of the Plan in exchange for total payments of approximately $575.3 million. Such liabilities were classified as a component of "liabilities subject to compromise" on the accompanying December 27, 2001 historical debtors-in-possession balance sheet. The Company funded these payments through 1) cash on hand of Regal Cinemas, Inc., 2) a term loan ($270 million) borrowed under new senior credit facilities, and 3) the issuance of new $200 million of 9³/8% senior subordinated notes.

        The financial statements of the Company after emergence from bankruptcy reflect the predecessor cost basis of Anschutz and the reorganization value attributable to the common stock owned by the other RCC stockholders. The Company's 2002 financial statements include information reflecting the four week period ended January 24, 2002 (pre-reorganization) and the nine week period ended March 28, 2002 (post-reorganization). As a result, the Company's post-reorganization financial statements have not been prepared on a consistent basis with the pre-reorganization financial statements and are not comparable in all respects to the financial statements prior to the

F-8

reorganization. For financial reporting purposes, the inception date of the Reorganized Company is deemed to have occurred on January 24, 2002. As such, operating results and financial position for periods subsequent to January 24, 2002 are herein referred to as the "Reorganized Company" and for all periods ending on or prior to January 24, 2002 as the "Predecessor Company". The "Company," "Regal Cinemas" and "RCC" refer to both the Reorganized Company and Predecessor Company. See Note 4—"Reorganization" for a summary of the Company's reorganization adjustments.

        The consolidated balance sheet as of December 27, 2001 has been presented in conformity with the AICPA's Statement of Position 90-7, "Financial Reporting By Entities In Reorganization Under the Bankruptcy Code," ("SOP 90-7"), which requires a segregation of liabilities subject to compromise by the Bankruptcy Court as of the bankruptcy filing date and identification of all transactions and events that are directly associated with the reorganization of the Company. Accordingly, the accompanying consolidated balance sheet as of December 27, 2001 does not reflect the effects of the reorganization of the Company through the Chapter 11 Case and represents the Company's financial position and capital structure existing before the effective date of the Plan. Accordingly, consolidated financial statements for 2001 presented herein should be read with the understanding that the reorganization significantly altered the historical capital structure reflected in the accompanying balance sheet as of December 27, 2001.

        The accompanying unaudited condensed consolidated financial statements of the Company have been prepared in accordance with generally accepted accounting principles in the United States of America applicable to a going concern which contemplates continuity of operations and realization of assets and liquidation of liabilities in the normal course of business.

        The Company, without audit, has prepared the condensed consolidated balance sheet as of March 28, 2002, the condensed consolidated statements of operations and cash flows for the four weeks ended January 24, 2002, the nine weeks ended March 28, 2002 and the quarter ended March 29, 2001. In the opinion of management, all adjustments (which include only normal recurring adjustments) necessary to present fairly in all material respects the financial position, results of operations and cash flows for all periods presented have been made. The December 27, 2001 information is derived from the audited December 27, 2001 consolidated financial statements of Regal Cinemas, Inc., included elsewhere herein. Users should read these condensed consolidated financial statements in conjunction with the consolidated financial statements and notes thereto included in Regal Cinemas Inc.'s audited financial statements. The results of operations for the quarter ended March 28, 2002 are not necessarily indicative of the operating results for the full year.

        Certain reclassifications have been made to the 2001 financial statements to conform to the 2002 presentation.

2.    FORMATION OF REGAL ENTERTAINMENT GROUP

        On March 8, 2002, the holders of 100% of the common stock in RCC entered into an agreement to exchange their stock for shares of stock in Regal Entertainment Group (REG). REG is an entity formed and controlled by Anschutz, the controlling stockholder of RCC. Also on March 8, 2002, REG agreed to exchange its stock for stock in two other theatre companies (United Artists Theatre Company and Edwards Theatres, Inc.) also commonly owned and controlled by Anschutz.

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3.    SUBSEQUENT EVENTS

Exchange Transaction

        On April 12, 2002, through a series of transactions, REG issued (1) Class B common stock to Anschutz in exchange for its controlling equity interests in Regal Cinemas, United Artists Theatre Company (United Artists), Edwards Theatres, Inc. (Edwards Theatres) and Regal CineMedia, (2) Class B common stock to the Principal Activities Group of Oaktree Capital Management, LLC (Oaktree's Principal Activities Group) in exchange for its contribution of capital stock of Regal Cinemas and Edwards Theatres and (3) Class A common stock to the other stockholders of Regal Cinemas, United Artists, Edwards Theatres and Regal CineMedia party to the Exchange Agreement in exchange for their capital stock of Regal Cinemas, United Artists, Edwards Theatres and Regal CineMedia.

        Upon the closing of the exchange the holders of outstanding options of United Artists and Regal Cinemas received replacement options to purchase 8,832,147 shares of Class A common stock at prices ranging from $4.44 to $12.87 per share. Regal also granted to the holders of United Artists Warrants in exchange for their contribution to Regal of outstanding warrants to purchase 3,750,000 shares of United Artists' common stock, warrants to purchase 3,928,185 shares of Class B common stock at $8.88 per share and warrants to purchase 296,129 shares of Class A common stock at $8.88 per share. The terms of the exchange transaction were set forth in an Exchange Agreement entered into on March 8, 2002 among Anschutz and several of the minority stockholders of United Artists, Edwards Theatres and Regal Cinemas.

        Following the exchange transaction, Anschutz transferred beneficial ownership of 1,455,183 shares of Class B common stock to Oaktree's Principal Activities Group. Consequently, Anschutz owns 81.7% of REG's outstanding Class B common stock, representing 77.5% of the combined voting power of REG's outstanding common stock and has the ability to direct the election of members of REG's board of directors and to determine the outcome of other matters submitted to the vote of REG's stockholders.

Edwards Theatres, Inc. Acquisition

        On April 17, 2002, the Company sold $150 million principal amount of 9³/8% senior subordinated notes due 2012, which were issued under the indenture pursuant to which the Company sold $200 million principal amount of 9³/8% senior subordinated notes due 2012 in January 2002. The proceeds of the notes issued on April 17, together with cash on hand at Regal Cinemas, Inc., was used to repay approximately $180.7 million of senior bank debt of Edwards Theatres, to redeem approximately $12.0 million of senior subordinated notes of Edwards Theatres primarily held by Anschutz and Oaktree's Principal Activities Group (see Note 7—"Long-Term Debt"), and redeem approximately $75.4 million of preferred stock of Edwards Theatres that was held by Anschutz, Oaktree's Principal Activities Group and members of the Edwards family. In connection with the repayment of the indebtedness and the redemption of the subordinated notes and preferred stock of Edwards Theatres, Edwards Theatres became a wholly owned subsidiary of Regal Cinemas, Inc.

F-10

Initial Public Offering

        In May 2002, REG issued 18.0 million shares of Series A common stock in an initial public offering. Such shares were issued under a registration statement filed with the Securities and Exchange Commission in May 2002 based upon an initial public offering price of $19.00 per share.

4.    REORGANIZATION

        In connection with the emergence from bankruptcy and acquisition of a controlling equity interest by Anschutz, the Company made certain adjustments in accordance with SOP 90-7 to reflect its emergence from bankruptcy and simultaneously allocated Anschutz's predecessor cost basis to the Company's remaining assets and liabilities. The most significant of these adjustments related to the discharge of certain Regal Cinemas, Inc. debt obligations and certain other liabilities subject to compromise, the issuance of Regal Cinemas' new senior credit facilities and senior subordinated notes, and basis adjustments to certain assets and liabilities to reflect the combined historical cost basis of Anschutz. Such adjustments will have a significant effect on the Company's future statements of operations.

        The effects of the reorganization and purchase accounting adjustments on the Company's balance sheet as of January 24, 2002 are as follows (in thousands):

			Predecessor Company January 24, 2002		Discharge of Debt (a)		Purchase Accounting and Reorganization Adjustments (b)		Reorganized Company January 24, 2002
ASSETS
Current assets:
	Cash and equivalents		286,666		(119,961	)	—		166,705
	Accounts receivable		1,281		—		—		1,281
	Construction receivables		1,813		—		—		1,813
	Inventories		3,301		—		—		3,301
	Prepaid and other current assets		16,052		—		(369	)	15,683
	Assets held for sale		5,897		—		(647	)	5,250
		Total current assets	315,010		(119,961	)	(1,016	)	194,033
Property and equipment:
	Land		80,426		—		6,487		86,913
	Buildings and leasehold improvements		1,014,066		—		(249,305	)	764,761
	Equipment		427,117		—		(102,833	)	324,284
	Construction in progress		3,499		—		—		3,499
			1,525,108		—		(345,651	)	1,179,457
	Accumulated depreciation and amortization		(303,544	)	—		303,544		—
		Total property and equipment, net	1,221,564		—		(42,107	)	1,179,457
Goodwill			336,174		—		(335,130	)	1,044
Other assets			41,003		(12,883	)	—		28,120
		Total assets	1,913,751		(132,844	)	(378,253	)	1,402,654
LIABILITIES AND SHAREHOLDERS' EQUITY (DEFICIT)
Current liabilities:
	Current maturities of long-term debt		2,183		13,500		—		15,683
	Accounts payable		47,319		—		—		47,319
	Accrued expenses		72,076		(2,868	)	(109	)	69,099
	Deferred income tax liability		—		571		—		571
		Total current liabilties	121,578		11,203		(109	)	132,672
	Long-term debt, less current maturities		3,176		456,500		—		459,676
	Capital leases, less current maturities		1,507		—		—		1,507

F-11

	Lease financing arrangements		97,687		—		—		97,687
	Other liabilties		23,903		(1,941	)	(21,667	)	295
	Deferred income tax liability		—		33,733		—		33,733
	Liabilities subject to compromise		2,094,300		(2,019,716	)	—		74,584
		Total liabilties	2,342,151		(1,520,221	)	(21,776	)	800,154
Shareholders' equity (deficit):
	Common stock		196,452		725,458		(921,902	)	8
	Additional paid-in capital		—		—		602,492		602,492
	Loans to shareholders		—		—		—		—
	Retained deficit		(624,852	)	661,919		(37,067	)	—
		Total shareholders' equity (deficit)	(428,400	)	1,387,377		(356,477	)	602,500
		Total liabilities and shareholders' equity (deficit)	1,913,751		(132,844	)	(378,253	)	1,402,654

a.

To record the Predecessor Company's debt discharge and the issuance the Reorganized Company's debt under the senior credit facilities and senior subordinated notes.



b.

To record the elimination of the Predecessor Company's old equity and related accounts and to record the adjustments that reflects the assets and liabilities at Anschutz's predecessor cost basis and at reorganization value for other shareholders.

5.    LONG-TERM OBLIGATIONS

      As a result of the Company's Plan having been declared effective on January 29, 2002, substantially all of the debt existing prior to that date was replaced by the Company's new senior credit facilities and senior subordinated notes. Long-term obligations at March 28, 2002 and December 27, 2001, consist of the following:

	Reorganized Company March 28, 2002			Predecessor Company December 27, 2001
	(In thousands)
Regal Cinemas Senior Credit Facility	$	270,000		$	—
Regal Cinemas 93/8% Senior Subordinated Notes		200,000			—
91/2% Senior subordinated notes due June 1, 2008:		—			600,000
87/8% Senior subordinated debentures due December 15, 2010		—			200,000
Term Loans		—			505,000
Revolving credit facility		—			495,000
Equipment financing note payable, payable in varying quarterly installments through April 1, 2005		—			17,662
Capital lease obligations, 7.9%, maturing in 2009		1,556			1,570
Lease financing arrangements, 11.5%, maturing in various installments through 2021		99,059			99,445
Other		3,591			3,780
		574,206			1,922,457
Less current maturities		(15,722	)		(2,173	)
Less amounts subject to compromise		—			(1,817,732	)
Total long-term obligations	$	558,484		$	102,552

F-12

Regal Cinemas Senior Credit Facility—Regal Cinemas entered into a senior credit agreement with several financial institutions including Lehman Brothers Inc., Credit Suisse First Boston Corporation, General Electric Capital Corporation and Lehman Commercial Paper Inc. on January 24, 2002. Under the credit agreement, the lenders advanced Regal Cinemas $270.0 million through a senior secured term loan and have made available, subject to the satisfaction of conditions customary for extensions of credit of this type, an additional $100.0 million through a senior secured revolving credit facility. The term loan will amortize at a rate of 5% per annum for the first five years, with the remaining 75% due on January 29, 2008. The revolving credit facility became available on January 29, 2002 and will be available until January 29, 2007. At March 28, 2002, there were no amounts outstanding on the revolving credit facility.

        Borrowings bear interest, at Regal Cinemas' option, at either the base rate or Eurodollar rate plus, in each case, an applicable margin. The applicable margin for loans under the revolving credit facility is subject to adjustment based upon the consolidated total leverage ratio of Regal Cinemas. The base rate is a fluctuating interest rate equal to the higher of (a) the British Banking Association's prime rate or (b) the Federal Funds Effective Rate plus 0.5%. At March 28, 2002, interest on the senior credit facility was 5.375%.

        Regal Cinemas may prepay borrowings under the credit agreement in whole or in part, in minimum amounts and subject to other conditions set forth in the credit agreement. Regal Cinemas is required to make mandatory prepayments to the lenders from the net cash proceeds from asset sales in particular circumstances specified in the credit agreement; up to 50% of their excess cash flow; and the net cash proceeds from new debt or equity issuances in particular circumstances specified in the credit agreement.

        Regal Cinemas' obligations are secured by, among other things, the capital stock of most of the subsidiaries of Regal Cinemas, mortgages on most of the properties of Regal Cinemas and a security interest in substantially all of the assets of Regal Cinemas, Inc.

        The credit agreement includes various financial covenants such as consolidated debt to EBITDA ratios and capital expenditure limitations. The credit agreement also contains customary covenants, including limitations on Regal Cinemas' ability to incur debt, and events of default, including a change of control, as defined in the credit agreement. The credit agreement also limits Regal Cinemas' ability to pay dividends, to make advances and otherwise to engage in intercompany transactions.

        Regal Cinemas Senior Subordinated Notes—On January 29, 2002, Regal Cinemas issued $200.0 million aggregate principal amount of 9³/8% senior subordinated notes due 2012. Interest on the notes is payable semi-annually on February 1 and August 1 of each year, and the notes mature on February 1, 2012. The notes are jointly and severally, fully and unconditionally guaranteed by all of Regal Cinemas existing subsidiaries and are unsecured, ranking behind Regal Cinemas' obligations under its senior credit facility and any future senior indebtedness.

        Regal Cinemas has the option to redeem the notes, in whole or in part, at any time on or after February 1, 2007 at redemption prices declining from 104.688% of their principal amount on February 1, 2007 to 100% of their principal amount on or after February 1, 2010, plus accrued interest. At any time on or prior to February 1, 2005, Regal Cinemas may also redeem up to 35% of the aggregate principal amount of the notes at a redemption price of 109.375% of their principal amount,

F-13

plus accrued interest, within 90 days of an underwritten public offering of common stock of Regal Cinemas or of a future underwritten public offering of the Company's common stock, the proceeds of which are used as a contribution to the equity of Regal Cinemas. Upon a change of control, as defined in the indenture pursuant to which the notes were issued, Regal Cinemas is required to offer to purchase the notes at a purchase price equal to 101% of their principal amount, plus accrued interest. In addition, the indenture limits Regal Cinemas' and its subsidiaries' ability to, among other things, incur additional indebtedness and pay dividends on or repurchase capital stock.

        As described in Note 3—"Subsequent Events," on April 17, 2002, Regal Cinemas sold $150 million principal amount of 9³/8% senior subordinated notes due 2012, which were issued under the indenture pursuant to which Regal Cinemas sold the $200 million principal amount of 9³/8% senior subordinated notes due 2012 in January 2002.

        Lease Financing Arrangements—These obligations primarily represent capitalized lease obligations resulting primarily from the requirements of Emerging Issues Task Force (EITF) Issue No. 97-10, The Effect of Lessee Involvement in Asset Construction, released in fiscal 1998.

        Interest Rate Swaps—In September 1998, Regal Cinemas, Inc. entered into interest rate swap agreements for five-year terms to hedge a portion of the Senior Credit Facilities variable interest rate risk. In September 2000, the Company monetized the value of these agreements for approximately $8.6 million. Prior to its emergence from bankruptcy, Regal Cinemas, Inc. had deferred the gain realized from the sale and was amortizing the gain as a credit to interest expense over the remaining original term of these swaps (through September 2003). Upon emergence from bankruptcy, the related unamortized deferred gain of $3.9 million was eliminated.

        Liabilities Subject to Compromise—See Note 6—"Bankruptcy Related Claims" for bankruptcy-related adjustments to amounts reported as "liabilities subject to compromise" at December 27, 2001.

6.    BANKRUPTCY RELATED CLAIMS

        The filing of the Chapter 11 Case by Regal Cinemas, Inc. automatically stayed actions by creditors and other parties of interest to recover any claim that arose prior to the commencement of the cases.

F-14

In accordance with SOP 90-7, the following table sets forth the liabilities of the Company subject to compromise as of December 27, 2001:

		(in thousands)
Debt:
	Senior subordinated notes and debentures	$	800,000
	Senior credit facilities		1,000,000
	Equipment financing note		17,662
	Other long-term debt		70
			1,817,732
Other:
	Trade accounts payable and other		32,450
	Reserve for lease termination and related costs		37,123
	Accrued interest		195,869
Total liabilities subject to compromise			2,083,174
Amounts to be settled using current assets			(183,900	)
Balance subject to compromise		$	1,899,274

        Regal Cinemas, Inc. emerged from bankruptcy on January 29, 2002 in accordance with the Plan of Reorganization confirmed by the bankruptcy court on December 7, 2001. Approximately $1.817 billion of long-term debt plus $195.9 million of accrued and unpaid interest included was discharged under the terms of the Plan in exchange for total payments of approximately $575.3 million. Regal Cinemas funded these payments through 1) cash on hand, 2) a term loan ($270 million) borrowed under new senior credit facilities, and 3) the issuance of new senior subordinated notes ($200 million). See Note 5—"Long-Term Debt" for further description of these debt facilities. The discharge of such obligations subject to compromise for less than their recorded amounts resulted in an extraordinary gain of $661.9 million for the four week period ended January 24, 2002.

        At March 28, 2002, remaining claims of the Company related to the bankruptcy proceedings have been recorded in trade accounts payable and accrued liabilities. These accrued amounts also include the Company's estimated costs to settle disputed claims. These are summarized as follows as of March 28, 2002 (in thousands):

Trade accounts payable and other	$	14,312
Reserve for lease termination and related costs		32,593
	$	46,905

7.    INCOME TAXES

        Income taxes are accounted for under the asset and liability method. Deferred tax assets and liabilities are recognized for the future tax consequences attributable to differences between the financial statement carrying amounts of existing assets and liabilities and their respective tax bases and operating loss and tax credit carryforwards. Deferred tax assets and liabilities are measured using

F-15

enacted tax rates expected to apply to taxable income in the years in which those temporary differences are expected to be recovered or settled. The effect on deferred tax assets and liabilities of a change in tax rates is recognized in income in the period that includes the enactment date.

        No benefit for income taxes was recorded for the quarter ended March 29, 2001 because the Company recorded an offsetting valuation allowance against the resulting deferred tax asset, as it was more likely than not that such deferred tax assets would not be realized. Accordingly, the effective tax rate for 2001 is 0%. The provision for income taxes of $10.1 million for quarter ended March 28, 2002 period reflects an effective tax rate of approximately 39.2%.

8.    CONTINGENCIES

        The Company is a defendant in a number of claims arising from its decision to file voluntary petitions for relief under Chapter 11 of the Bankruptcy Code and to close theatre locations or to cease construction of theatres on sites for which the Company had a contractual obligation to lease such property. The Company believes it has adequately provided for the settlement of such claims. Governmental units had until May 6, 2002 to file proofs of claims against the Company. The Company is also presently involved in various legal proceedings arising in the ordinary course of its business operations, including personal injury claims, employment matters and contractual disputes. Upon the filing of the petitions, the Bankruptcy Court imposed a stay applicable to all entities, of, among other things, the commencement or continuation of judicial, administrative, or other actions or proceedings against the Company that were or could have been commenced before the bankruptcy petition. Management believes any additional liability with respect to the above proceedings will not be material in the aggregate to the Company's consolidated financial position, results of operations or cash flows.

9.    CASH FLOW INFORMATION

	Reorganized Company			Predecessor Company
				Four Weeks Ended January 24, 2002
	Nine Weeks Ended March 28, 2002					Quarter Ended March 29, 2001
	(in thousands)
Supplemental information on cash flows:
Interest paid	$	2,003		202,989		$	11,308
Income tax refunds received, net		(14	)	(7	)		(234	)

NONCASH TRANSACTIONS:

March 28, 2002:

        In connection with Regal Cinemas Inc.'s reorganization, approximately $725.4 million of Regal Cinemas, Inc. senior term debt was exchanged for the issuance of 7,500,000 shares of Common Stock on January 29, 2002.

F-16

March 29, 2001:

        The Company amended certain leases previously accounted for as capital leases. Consequently, as of March 29, 2001 the Company accounts for the leases as operating leases. The conversion resulted in a deferred gain of $15.0 million.

10.    RELATED PARTY TRANSACTIONS

Edwards Bankruptcy Claims

        Under Edwards Theatres' plan of reorganization, Anschutz and Oaktree's Principal Activities Group will contribute to Edwards Theatres $0.90 for each $1.00 of allowed general unsecured claims in excess of $55.0 million, up to $13.5 million. For each $900 contributed, Anschutz and Oaktree's Principal Activities Group will receive $1,044, up to a maximum of $15,663,333, from Ms. Carole Ann Ruoff and Ms. Joan Edwards Randolph, both former stockholders of Edwards Theatres; and from Edwards Affiliated Holdings, LLC, a company controlled by Mr. W. James Edwards, another former stockholder of Edwards Theatres. REG will also acquire up to 331,451 shares of its Class A common stock from Edwards Affiliated Holdings, LLC, based on the dollar amount contributed by Anschutz and Oaktree's Principal Activities Group. Anschutz and Oaktree's Principal Activities Group will, in turn, receive the same number of shares from REG, and will also receive from Ms. Ruoff and Ms. Randolph an aggregate of up to $7,384,469 in cash, in each instance based on the amount contributed and allocated between Anschutz and Oaktree's Principal Activities Group in relation to their respective contributions.

        In addition, Anschutz and Oaktree's Principal Activities Group will contribute to Edwards Theatres $0.90 for each $1.00 of allowed general unsecured claims in excess of $70.0 million. In exchange for these contributions, REG will acquire up to 1,383,461 shares of its Class A common stock from Edwards Affiliated Holdings, LLC based on the amount contributed by Anschutz and Oaktree's Principal Activities Group. Anschutz and Oaktree's Principal Activities Group will, in turn, receive the same number of shares from REG, and will also receive from Ms. Ruoff and Ms. Randolph up to an aggregate of $5,935,531 in cash, in each instance based on the amount contributed and allocated between Anschutz and Oaktree's Principal Activities Group in relation to their respective contributions.

Bridge Facility

        During December 2001, Regal Cinemas, Inc. entered into a bridge facility with Anschutz and an affiliate of Oaktree's Principal Activities Group. Under the terms of the bridge facility, Regal Cinemas, Inc. paid commitment fees of $1.6 million to Anschutz and $400,000 to an affiliate of Oaktree's Principal Activities Group during January 2002, which in the aggregate was 1% of the total amount of available commitments under the bridge facility. This bridge facility was not drawn and terminated upon Regal Cinemas' emergence from bankruptcy.

Other Transactions

        As members of the class of holders of Regal Cinemas Inc.'s former senior credit facilities, Anschutz, Oaktree's Principal Activities Group and Greenwich Street Capital Partners (GSCP), received $33.6 million, $5.6 million and $6.0 million, respectively, in respect of accrued but unpaid

F-17

interest. As members of the class of holders of Regal Cinemas Inc.'s subordinated debt, Anschutz received cash payments of approximately $129.5 million, Oaktree's Principal Activities Group received cash payments of approximately $29.7 million and GSCP received cash payments of approximately $5.5 million in satisfaction of these claims, which payments equaled approximately 20% of the principal amount of subordinated debt held by them. Anschutz has received cash payments of approximately $3.2 million, Oaktree's Principal Activities Group received cash payments of approximately $800,000 and REG and GSCP has received cash payments of approximately $50,000 in respect of certain documented expenses incurred in connection with Regal Cinemas' restructuring. In addition, REG paid GSCP $1,000,000 for restructuring services.

11.    NEW ACCOUNTING PRONOUNCEMENTS

New Accounting Pronouncements

        In June 2001, the Financial Accounting Standards Board ("FASB") issued Statement of Financial Accounting Standards ("SFAS") No. 141, "Business Combinations," and SFAS No. 142, "Goodwill and Other Intangible Assets." SFAS No. 141 supersedes Accounting Principles Board Opinion No. 16 (APB 16), "Business Combinations," and primarily addresses the accounting for the cost of an acquired business (i.e., the purchase price allocation), including any subsequent adjustment to its cost. SFAS No. 142 primarily addresses the accounting for goodwill and intangible asset subsequent to their acquisition (i.e., the post-acquisition accounting) and supersedes APB 17, "Intangible Assets." The most significant changes made by SFAS No. 141 involve the requirement to use the purchase method of accounting for all business combinations, thereby eliminating use of the pooling-of-interests method along with the establishment of new criteria for determining whether we should recognize intangible assets acquired in a business combination separately from goodwill. SFAS No. 141 is effective for all business combinations initiated after June 30, 2001. The adoption of SFAS No. 141 did not have a material impact on the Company's financial position or results of operation.

        Under SFAS No. 142, we will no longer amortize goodwill, reorganizational value in excess of amounts allocated to identifiable assets or indefinite lived intangible assets, and will test for impairment at least annually at a reporting unit level. Additionally, the amortization period of intangible assets with finite lives is no longer limited to 40 years. Other long-lived assets will continue to be amortized over their useful lives and reviewed for impairment in accordance with SFAS No. 121, "Accounting for the Impairment of Long-Lived Assets to be Disposed Of," and SFAS No. 144, "Accounting for the Impairment or Disposal of Long-Lived Assets," issued in August 2001. SFAS No. 142 is effective for fiscal years beginning after December 15, 2001 for all goodwill and other intangible assets including excess reorganization value recognized in an entity's statement of financial position at that date, regardless of when those assets were initially recognized. The adoption of SFAS No. 142 did not have a material impact on the Company's financial position or results of operations.

        In June 2001, the FASB issued SFAS No. 143, "Accounting for Asset Retirement Obligations." SFAS No. 143 establishes accounting standards for recognition and measurement of the fair value of obligations associated with the retirement of long-lived assets when there is a legal obigation to incur such costs. Under SFAS No. 143, the costs of retiring an asset will be recorded as a liability when the retirement obligation arises and will be amortized to expense over the life of the asset. SFAS No. 143 is effective for fiscal years beginning after June 15, 2002. The Company is evaluating the impact of the

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adoption of this standard and have not yet determined the effect of adoption on its financial position and results of operations.

        In August 2001, the FASB issued SFAS No. 144, "Accounting for the Impairment or Disposal of Long-Lived Assets," which provides clarifications of certain implementation issues with SFAS No. 121 along with additional guidance on the accounting for the impairment or disposal of long-lived assets. SFAS No. 144 supersedes SFAS No. 121 and applies to all long-lived assets (including discontinued operations) and consequently amends APB 30, "Reporting the Effects of Disposal of a Segment of a Business." SFAS No. 144 develops one accounting model (based on the model in SFAS No. 121) for long-lived assets that are to be disposed of by sale, as well as addresses the principal implementation issues. SFAS No. 144 requires that entities measure long-lived assets that are to be disposed of by sale at the lower of book value or fair value less cost to sell. That requirement eliminates APB 30's requirement that discontinued operations be measured at net realizable value or that entities include under "discontinued operations" in the financial statements amounts for operating losses that have not yet occurred. Additionally, SFAS No. 144 expands the scope of discontinued operations to include all components of an entity with operations that (1) the entity can distinguish from the rest of the entity and (2) the entity will eliminate from the ongoing operations of the entity in a disposal transaction.

        SFAS No. 144 is effective for financial statements issued for fiscal years beginning after December 15, 2001, and early application is encouraged. The adoption of SFAS No. 144 did not have a material impact on the Company's financial position and results of operations.

        In July 2001, the American Institute of Certified Public Accountants issued Emerging Issues Task Force Topic No. D-98, which requires that equity securities, with redemption features that are not solely within the control of the issuer, be classified outside permanent equity. This guidance was effective for our fourth quarter and is to be applied retroactively. The adoption of this guidance did not have a material impact on our financial position or results of operations.

F-19

INDEPENDENT AUDITORS' REPORT

Board of Directors
Regal Cinemas, Inc.
Knoxville, Tennessee

        We have audited the accompanying consolidated balance sheets of Regal Cinemas, Inc. and subsidiaries (debtors-in-possession as of October 11, 2001) (the Company) as of December 27, 2001 and December 28, 2000, and the related consolidated statements of operations, shareholders' equity (deficit) and cash flows for each of the three years in the period ended December 27, 2001. These financial statements are the responsibility of the Company's management. Our responsibility is to express an opinion on these financial statements based on our audits.

        We conducted our audits in accordance with auditing standards generally accepted in the United States of America. Those standards require that we plan and perform the audit to obtain reasonable assurance about whether the financial statements are free of material misstatement. An audit includes examining, on a test basis, evidence supporting the amounts and disclosures in the financial statements. An audit also includes assessing the accounting principles used and significant estimates made by management, as well as evaluating the overall financial statement presentation. We believe that our audit provides a reasonable basis for our opinion.

        In our opinion, such consolidated financial statements present fairly, in all material respects, the consolidated financial position of Regal Cinemas, Inc. and subsidiaries as of December 27, 2001 and December 28, 2000, and the results of its operations and its cash flows for each of the three years in the period ended December 27, 2001 in conformity with accounting principles generally accepted in the United States of America.

        As discussed in Note 1 to the consolidated financial statements, the Company filed voluntary petitions for reorganization under Chapter 11 of the Bankruptcy Code with the United States Bankruptcy Court for the District of Middle Tennessee on October 11, 2001. The Bankruptcy Court confirmed the plan of reorganization on December 7, 2001 and the plan became effective January 29, 2002, the date the Company emerged from bankruptcy. As described in Note 2, the Company has also been acquired subsequent to its emergence from bankruptcy. No effects of accounting for the reorganization or the acquisition are reflected in the accompanying financial statements.

/s/  DELOITTE & TOUCHE LLP

February 15, 2002
(March 8, 2002 as to Note 2)
Nashville, Tennessee

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REGAL CINEMAS, INC. (DEBTORS-IN-POSSESSION AS OF OCTOBER 11, 2001)

CONSOLIDATED BALANCE SHEETS

DECEMBER 27, 2001 AND DECEMBER 28, 2000

(In Thousands, Except Share Amounts)

			December 27, 2001			December 28, 2000
ASSETS
CURRENT ASSETS:
	Cash and cash equivalents		$	237,688		$	118,834
	Accounts receivable			3,882			1,473
	Reimbursable construction advances			2,234			10,221
	Inventories			3,291			6,092
	Prepaid and other current assets			13,730			22,690
	Assets held for sale			5,328			3,808
		Total current assets		266,153			163,118
PROPERTY AND EQUIPMENT:
	Land			80,571			87,491
	Buildings and leasehold improvements			1,014,319			1,119,677
	Equipment			427,066			453,320
	Construction in progress			1,842			8,195
				1,523,798			1,668,683
	Accumulated depreciation and amortization			(297,261	)		(246,850	)
		Total property and equipment, net		1,226,537			1,421,833
GOODWILL, net of accumulated amortization of $36,679 and $31,080, respectively				336,174			365,227
OTHER ASSETS				41,505			40,950
TOTAL ASSETS			$	1,870,369		$	1,991,128
LIABILITIES AND SHAREHOLDERS' DEFICIT
CURRENT LIABILITIES:
	Current maturities of long-term obligations		$	2,173		$	1,823,683
	Accounts payable			40,215			55,753
	Accrued expenses			42,657			148,559
	Liabilities subject to compromise			183,900			—
		Total current liabilities		268,945			2,027,995
LONG-TERM OBLIGATIONS, less current maturities:
	Long-term debt			3,219			3,709
	Capital lease obligations			1,512			17,790
	Lease financing arrangements			97,821			153,350
OTHER LIABILITIES				23,495			40,669
LIABILITIES SUBJECT TO COMPROMISE				1,899,274			—
		Total liabilities		2,294,266			2,243,513
COMMITMENTS AND CONTINGENCIES
SHAREHOLDERS' DEFICIT:
	Preferred stock, no par; 100,000,000 shares authorized, none issued and outstanding			—			—
	Common stock, no par; 500,000,000 shares authorized; 216,212,491 issued and outstanding in 2001; 216,282,348 issued and outstanding in 2000			196,452			196,804
	Loans to shareholders			(3,062	)		(3,414	)
	Retained deficit			(617,287	)		(445,775	)
		Total shareholders' deficit		(423,897	)		(252,385	)
TOTAL LIABILITIES AND SHAREHOLDERS' DEFICIT			$	1,870,369		$	1,991,128

See notes to consolidated financial statements.

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REGAL CINEMAS, INC. (DEBTORS-IN-POSSESSION AS OF OCTOBER 11, 2001)

CONSOLIDATED STATEMENTS OF OPERATIONS

YEARS ENDED DECEMBER 27, 2001, DECEMBER 28, 2000, AND DECEMBER 30, 1999

(In Thousands)

			December 27, 2001			December 28, 2000			December 30, 1999
REVENUES:
	Admissions		$	799,769		$	767,108		$	690,469
	Concessions			321,264			310,234			285,707
	Other operating revenue			44,538			53,379			60,895
		Total revenues		1,165,571			1,130,721			1,037,071
OPERATING EXPENSES:
	Film rental and advertising costs			432,358			421,594			384,894
	Cost of concessions			47,193			48,962			44,276
	Theatre operating expenses			438,190			446,391			377,702
	General and administrative expenses			31,593			32,686			32,134
	Legal and professional fees—restructuring related			20,846			4,907			—
	Depreciation and amortization			91,019			95,734			80,787
	Theatre closing costs			12,015			55,802			4,269
	Loss on disposal of operating assets			21,446			20,893			16,826
	Loss on impairment of assets			78,504			113,734			98,587
		Total operating expenses		1,173,164			1,240,703			1,039,475
OPERATING LOSS				(7,593	)		(109,982	)		(2,404	)
OTHER INCOME (EXPENSE):
	Interest expense (contractual interest of $189,999 for the year ended December 27, 2001)			(174,218	)		(178,559	)		(132,162	)
	Interest income			5,108			2,821			659
LOSS BEFORE REORGANIZATION ITEMS, INCOME TAXES, AND EXTRAORDINARY ITEM				(176,703	)		(285,720	)		(133,907	)
REORGANIZATION ITEMS				(16,501	)		—			—
LOSS BEFORE INCOME TAXES AND EXTRAORDINARY ITEM				(193,204	)		(285,720	)		(133,907	)
BENEFIT FROM (PROVISION FOR) INCOME TAXES				—			(80,825	)		45,357
LOSS BEFORE EXTRAORDINARY ITEM				(193,204	)		(366,545	)		(88,550	)
EXTRAORDINARY ITEM:
	Gain on extinguishment of debt, net of applicable taxes of $0			21,692			—			—
NET LOSS			$	(171,512	)	$	(366,545	)	$	(88,550	)

See notes to consolidated financial statements.

F-22

REGAL CINEMAS, INC. (DEBTORS-IN-POSSESSION AS OF OCTOBER 11, 2001)

CONSOLIDATED STATEMENTS OF SHAREHOLDERS' EQUITY (DEFICIT)

YEARS ENDED DECEMBER 27, 2001, DECEMBER 28, 2000, AND DECEMBER 30, 1999

(In Thousands, Except Share Amounts)

		Common Stock			Preferred Stock		Loans to Shareholders			Retained Earnings (Deficit)			Total
BALANCE, DECEMBER 31, 1998		$	197,427		$	—	$	(4,140	)	$	9,320		$	202,607
	Issuance of 120,000 shares of common stock upon exercise of stock options		600			—		—			—			600
	Issuance of 569,500 shares of common stock in exchange for shareholder loans		2,848			—		(2,848	)		—			—
	Repurchase and cancellation of 307,564 shares of common stock		(1,097	)		—		600			—			(497	)
	Net loss		—			—		—			(88,550	)		(88,550	)
BALANCE, DECEMBER 30, 1999		$	199,778		$	—	$	(6,388	)	$	(79,230	)	$	114,160
	Cancellation of 591,153 shares of common stock		(2,974	)		—		2,974			—			—
	Net loss		—			—		—			(366,545	)		(366,545	)
BALANCE, DECEMBER 28, 2000		$	196,804		$	—	$	(3,414	)	$	(445,775	)	$	(252,385	)
	Cancellation of 69,857 shares of common stock		(352	)		—		352			—			—
	Net loss		—			—		—			(171,512	)		(171,512	)
BALANCE, DECEMBER 27, 2001		$	196,452		$	—	$	(3,062	)	$	(617,287	)	$	(423,897	)

See notes to consolidated financial statements.

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REGAL CINEMAS, INC. (DEBTORS-IN-POSSESSION AS OF OCTOBER 11, 2001)

CONSOLIDATED STATEMENTS OF CASH FLOWS

YEARS ENDED DECEMBER 27, 2001, DECEMBER 28, 2000, AND DECEMBER 30, 1999

(In Thousands)

			December 27, 2001			December 28, 2000			December 30, 1999
CASH FLOWS FROM OPERATING ACTIVITIES:
Net loss			$	(171,512	)	$	(366,545	)	$	(88,550	)
Adjustments to reconcile net loss to net cash provided by (used in) operating activities:
Depreciation and amortization				91,018			95,734			80,787
Extraordinary gain on extinguishment of debt				(21,692	)		—			—
Loss on impairment of assets				78,505			113,734			98,587
Loss on disposal of operating assets				21,446			20,893			16,826
Theatre closing costs				12,015			55,802			4,269
Deferred income taxes				—			86,708			(47,899	)
Reorganization items				16,501			—			—
Changes in operating assets and liabilities:
	Accounts receivable			(2,409	)		1,279			409
	Inventories			2,801			(1,042	)		(1,036	)
	Prepaids and other current assets			8,630			(4,407	)		(6,304	)
	Accounts payable			6,200			(45,399	)		22,352
	Accrued expenses and other liabilities			110,491			39,601			13,248
		Net cash provided by (used in) operating activities		151,994			(3,642	)		92,689
CASH FLOWS FROM INVESTING ACTIVITIES:
Capital expenditures				(33,591	)		(148,751	)		(435,768	)
Proceeds from sale of fixed assets				8,270			75,791			8,875
Decrease in reimbursable construction advances				3,169			10,029			(11,607	)
Investment in goodwill and other assets				(1,102	)		626			2,618
		Net cash used in investing activities		(23,254	)		(62,305	)		(435,882	)
CASH FLOWS FROM FINANCING ACTIVITIES:
Borrowings under long-term obligations				—			177,000			390,000
Payments on long-term obligations				(9,886	)		(41,426	)		(26,927	)
Purchase and retirement of common stock				—			—			(497	)
Exercise of warrants, options, and stock compensation expense				—			—			600
Proceeds from interest rate swap terminations				—			8,603			—
Net cash (used in) provided by financing activities				(9,886	)		144,177			363,176
NET INCREASE IN CASH AND EQUIVALENTS				118,854			78,230			19,983
CASH AND CASH EQUIVALENTS, beginning of period				118,834			40,604			20,621
CASH AND CASH EQUIVALENTS, end of period			$	237,688		$	118,834		$	40,604

See notes to consolidated financial statements.

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REGAL CINEMAS, INC. (DEBTORS-IN-POSSESSION AS OF OCTOBER 11, 2001)

NOTES TO CONSOLIDATED FINANCIAL STATEMENTS

YEARS ENDED DECEMBER 27, 2001, DECEMBER 28, 2000 AND DECEMBER 30, 1999

1.    The Company and Plan of Reorganization

        Regal Cinemas, Inc. and its wholly owned subsidiaries (the "Company" or "Regal") operate multi-screen motion picture theatres principally throughout the eastern and northwestern United States. The Company formally operates on a 52 week fiscal year with each quarter consisting of 13 weeks, unless otherwise noted.

        Over the past several years, the film exhibition industry has faced severe financial challenges due primarily to the rapid building of state of the art theatre complexes that resulted in an unanticipated oversupply of screens. The aggressive new build strategies generated significant competition in once stable markets and rendered many older theatres obsolete more rapidly than anticipated. This effect produced an oversupply of screens throughout the exhibition industry at a rate much quicker than the industry could effectively handle. The industry overcapacity coupled with declines in national box office attendance during previous fiscal years affected the operating results of the Company and many of its competitors.

        As the Company has funded expansion efforts over the past several years primarily from borrowings under its credit facilities, the Company's leverage position has grown significantly over this time. Consequently, since the fourth quarter of 2000, the Company has been in default of certain financial covenants contained in its Senior Credit Facilities, its equipment financing term note ("Equipment Financing"), its 9.5% Senior Subordinated Notes due 2008 (the "Regal Notes") and its 8.875% Senior Subordinated Notes due 2010 (the "Regal Debentures"). As a result of the defaults, the holders of the Company's Senior Credit Facilities and the indenture trustee for the Regal Notes and Regal Debentures exercised their right to accelerate the maturity of all of the outstanding indebtedness under the respective agreements. The Company did not have the ability to fund or refinance the accelerated maturity of the indebtedness.

        Following these events, on September 6, 2001, the Company solicited all holders of Regal Notes and Regal Debentures (the "Subordinated Notes") and its general unsecured creditors to vote for approval or rejection of the Company's proposed Chapter 11 joint plan of reorganization (the "Plan"). The Company established a record date of August 31, 2001 (for determining which note-holders and general unsecured creditors were entitled to vote on the Plan) and a voting deadline of October 5, 2001. The Plan and its related documents were the product of negotiations between the Company and the holders of approximately 82.3% of its senior bank debt and 93.7% of the Subordinated Notes (the "New Investors") who agreed to vote to accept the Plan. The Plan received in number and amount sufficient votes to enable the Company to file voluntary petitions for reorganization under Chapter 11 of the Bankruptcy Code, and to seek, as promptly as practicable thereafter, confirmation of the Plan. The following description of the Plan is not purported to be complete.

        On October 11, 2001, the Company and its subsidiaries (collectively, the "Debtors"), filed voluntary petitions for relief under Chapter 11 of Title 11 of the United States Bankruptcy Code (the "Bankruptcy Code") in the United States Bankruptcy Court for the Middle District of Tennessee (the "Bankruptcy Court") under case numbers 301-11305 through 301-11320 (the "Chapter 11 Case"), seeking court supervision of the Company's restructuring efforts. In essence, the Plan provides for the

F-25

substantive consolidation of the Debtors for Plan treatment and distribution purposes only, as well as the following:

(i)

Payment in full of allowed administrative claims; federal, state, and local tax claims; and other priority claims.



(ii)

Payment in full of the allowed claims under the Senior Credit Facility. This does not include certain claims held by the New Investors. The New Investors have agreed to the satisfaction in cash of the interest and certain expense components of their claims and 100% of the common stock of the reorganized Company in satisfaction of the remainder.



(iii)

Reinstatement or payment in full plus interest of, surrender of collateral securing, (or in the case of a right to setoff, offset to the extent of the Debtors' claims against the holder of) allowed miscellaneous secured claims and capitalized lease obligations.



(iv)

Payment in full, plus interest of general unsecured claims that are allowed.



(v)

Satisfaction and retirement of the Subordinated Notes by a cash payment equal to approximately 20%, or $181.0 million, of the Subordinated Notes claims represented by such instruments.

        In connection with the negotiation of the Plan, the Debtors and the New Investors entered into a Lock-Up Agreement providing for, among other things, their mutual agreement to support the Plan, the New Investors' agreement to certain restrictions on their sale or other disposition of their respective claims against the Debtors and the New Investors' agreement that their Senior Credit Facility claims would receive the treatment as specified in the Plan. The New Investors would receive, in lieu of their Senior Credit Facility claims, a cash payment in the amount of the accrued interest outstanding to them, 100% of the new common stock of the reorganized Company, and a payment of certain restructuring costs of approximately $2 million. Additionally, in satisfaction and retirement of their Subordinated Notes, the New Investors would receive a cash payment equal to, approximately 20% of Subordinated Note claims represented, by such instruments.

        The Company will not make any distributions in respect of the Company's existing common stock or other equity interests, and because of the substantive consolidation under the Plan, inter-company claims will be eliminated for Plan confirmation purposes only with no value ascribed to the stock of Regal's subsidiaries.

        In conjunction with the commencement of the Chapter 11 Case, the Company also presented its "first day" motions, which the Bankruptcy Court approved, principally consisting of requests relating to:

(1)

Payment of all pre-petition employee compensation, benefits and other employee obligations and the continued payment of these items.



(2)

Continued payment to vendors in the ordinary course of business for post-petition goods and services received after the Petition Date.



(3)

Payment in whole or in part on the pre-petition amounts owed to certain other vendors, known as "Critical Trade Vendors", assuming such vendors continue to supply the Company in accordance with normal trade terms.

F-26

(4)

Continued use of the Company's cash management system and accounts.

The Company requested the Bankruptcy Court's approval of these motions in order for the Debtors to continue business operations as debtors-in-possession in order to provide for a minimal impact on the day-to-day operations.

        As permitted under the Bankruptcy Code, the Debtors have elected to assume or reject certain real estate leases, personal property leases, service contracts and other executory pre-petition contracts. Since July 2000, the Company has conducted an extensive review of its theatre portfolio and closed 128 under-performing theatres representing approximately 942 screens. In addition, the Company renegotiated leases at over 50 of the Company's continuing theatres and obtained rent reductions and/or lease termination rights. The Company expects these closures and lease negotiations, along with the Company's reorganization through its Chapter 11 case will improve the Company's asset base, operating results and balance sheet.

        On December 7, 2001, Bankruptcy Court confirmed the Plan. As a result, the Company commenced actions to consummate the plan (the date of substantial consummation, the "Effective Date") and emerge as the reorganized Company (the "Reorganized Debtors"). Affiliates of Kohlberg Kravis Roberts & Co. L.P. ("KKR"), an affiliate of Hicks, Muse, Tate & Furst Incorporated ("Hicks Muse") (collectively, the "Initial Sponsors"), the New Investors, the DLJ Entities (defined in the Release and Indemnification Agreement) and the Debtors entered into a comprehensive Release and Indemnification Agreement, which such agreement would be assumed pursuant to the Plan. Pursuant to the Release and Indemnification Agreement, effective as of the Effective Date, (a) the Debtors and Reorganized Debtors are released by the Initial Sponsors and the DLJ Entities (collectively, the "Shareholder Release Parties") from liability in connection with the Debtors' relationships with the Shareholder Release Parties and (b) each of the New Investors and each of the Shareholder Release Parties mutually release each other from liability in collection the certain agreements between and among the Debtors and the initial sponsors, any claims held by them, and the restructuring of the Debtors. In addition, in consideration for the release of the Debtors and Reorganized Debtors by the Shareholder Release Parties, effective as of the Effective Date, the Reorganized Debtors will indemnify the Shareholder Release Parties from liability in connection with their relationship with the Debtors. The Release and Indemnification Agreement also contains a covenant between the New Investors and the Shareholder Release Parties not to sue and provides for the payment of certain management fees and certain director fees and the reimbursement of certain expenses for certain of the Shareholder Release Parties.

        In the Chapter 11 Case, substantially all liabilities of the Debtors as of the Petition Date are subject to compromise or other treatment under a plan of reorganization to be confirmed by the Bankruptcy Court. The Bankruptcy Code authorizes the Company, as debtors-in-possession, to operate in the ordinary course of business; however, the Company may not engage in transactions outside the ordinary course of business without approval of the Bankruptcy Court. The Bankruptcy Code stays, as of the Petition Date, actions to collect pre-petition indebtedness. In addition, the Bankruptcy Code bars enforcement of other pre-petition, contractual obligations against the Debtors. In addition, the Debtors may, subject to Bankruptcy Court approval, reject executory contracts and unexpired leases, and parties affected by such rejections may file claims with the Bankruptcy Court in accordance with procedures set by the Bankruptcy Court and the Bankruptcy Code. Schedules were filed by the Debtors with the

F-27

Bankruptcy Court setting forth the assets and liabilities of the Debtors as of the Petition date as reflected in the Debtors' accounting records. The Company will investigate differences between the amounts reflected in such schedules and claims filed by creditors that may be either reconciled or adjudicated before the Bankruptcy Court. The ultimate allowed amounts of all such liabilities will not be known until proofs of claims have been filed and the claims reconciliation process has been completed. The Bankruptcy Court set November 26, 2001 as the bar date for non-governmental units and May 6, 2002 as the bar date for governmental units to file proofs of claims against the debtors. The Company emerged from bankruptcy effective January 29, 2002.

        The consolidated financial statements as of December 27, 2001 have been presented in conformity with the AICPA's Statement of Position 90-7, "Financial Reporting By Entities In Reorganization Under the Bankruptcy Code," ("SOP 90-7"). The statement requires a segregation of liabilities subject to compromise by the Bankruptcy Court as of the bankruptcy filing date and identification of all transactions and events that are directly associated with the reorganization of the Company. The accompanying consolidated historical financial statements do not reflect the effects of the reorganization of the Company through the Chapter 11 Case and represent the Company's financial position and capital structure existing before the effective date of the Plan. These consolidated financial statements should be read with the understanding that the reorganization significantly altered the historical capital structure reflected in the accompanying balance sheet as of December 27, 2001.

        Under the provisions of SOP 90-7, "fresh start" accounting would normally be appropriate for the Company upon emergence from bankruptcy. However, as discussed in Note 2, the Company has been acquired therefore purchase accounting will be applied by the acquiring entity.

2.    Subsequent Event

        The Company emerged from bankruptcy on January 29, 2002 in accordance with the Plan of Reorganization confirmed by the bankruptcy court on December 7, 2001. On January 29, 2002, the Company also became a wholly-owned subsidiary of Regal Cinemas Corporation (RCC). The transaction was accomplished by the issuance of 7,500,000 shares of RCC common stock in exchange for 100% of the outstanding common stock of the Company. RCC was formed for the primary purpose of becoming the issuer of senior credit facilities and the $200 million of senior subordinated notes issued upon emergence from bankruptcy. The $1.817 billion of long-term debt plus $195.9 million of accrued and unpaid interest included in Liabilities Subject to Compromise (see Note 8) was discharged under the terms of the Plan in exchange for total payments of approximately $575.3 million. The Company funded these payments through 1) cash on hand, 2) a term loan ($270 million) borrowed under new senior credit facilities, and 3) the issuance of new senior subordinated notes ($200 million).

        RCC entered into a senior credit agreement with certain lenders on January 29, 2002. Under the credit agreement, the lenders advanced RCC $270.0 million through a senior secured term loan and have made available, subject to certain conditions, an additional $100.0 million through a senior secured revolving credit facility. The term loan will amortize at a rate of 5% per annum for the first five years, with the remaining 75% due on January 29, 2008. The revolving credit facility became available on January 29, 2002 and will be available until January 29, 2007.

F-28

        Borrowings bear interest, at RCC's option, at either the base rate or Eurodollar rate plus, in each case, an applicable margin. The applicable margin for loans under the revolving credit facility is subject to adjustment based upon the combined total leverage ratio of RCC. The base rate is a fluctuating interest rate equal to the higher of (a) the British Banking Association's prime rate or (b) the Federal Funds Effective Rate plus 0.5%. RCC must also pay customary administration fees, expenses and commitment fees on the unused portions of the revolving credit facility and provide certain indemnities.

        The new senior credit facilities are secured by, among other things, the capital stock of certain subsidiaries of Regal Cinemas Corporation, mortgages on certain properties and a security interest in substantially all assets of Regal Cinemas, Inc.

        The new senior credit facilities contain customary covenants, including limitations on the company's ability to issue additional indebtedness, pay dividends, and to make advances to affiliates. In addition, the new credit facilities specify that the company must meet or exceed defined interest and rent coverage ratios and must not exceed defined leverage ratios. The covenants also limit the annual amount of capital expenditures.

        The $200 million of senior subordinated notes are due 2012 and bear interest at 9³/8%. These notes are redeemable in whole or in part on or after February 1, 2007 at the redemption prices set forth in the indenture. Up to 35% of the notes may be redeemed on or prior to February 1, 2005 with the proceeds of certain public equity offerings.

        As a result of the emergence from bankruptcy, certain holders of approximately $725 million of the company's old senior credit facilities exchanged these pre-petition claims and became 100% owners of RCC's newly issued common stock. As a result of this exchange, Anschutz and Oaktree's Principal Activities Group, the largest of the new investors, acquired approximately 75% of the RCC's common stock issued upon emergence.

        On March 8, 2002, the holders of 100% of the common stock in RCC entered into an agreement to exchange their stock for shares of stock in Regal Entertainment Group (REG). REG is an entity formed and controlled by Anschutz, the controlling stockholder of RCC. Also on March 8, 2002 REG agreed to exchange its stock for stock in two other theatre companies also commonly owned and controlled by Anschutz.

        The company's financial statements in the period of emergence will reflect the predecessor cost basis of Anschutz instead of full reorganization value as determined by the bankruptcy court and as would normally be required by SOP 90-7. The subsequent financial statements will also reflect the discharge of approximately $2.1 billion of liabilities subject to compromise reflected on the accompanying December 27, 2001 historical debtors-in-possession balance sheet.

3.    Summary of Significant Accounting Policies

        Principles of Consolidation—The consolidated financial statements include the accounts of Regal and its wholly-owned subsidiaries. The Company has eliminated all significant inter-company accounts and transactions from the consolidated financial statements.

        Cash Equivalents—The Company considers all highly liquid debt instruments purchased with an original maturity of three months or less to be cash equivalents. At December 28, 2000, the Company

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held approximately $107.0 million in temporary cash investments in the form of certificates of deposit and variable rate investment accounts with major financial institutions.

        Inventories—Inventories consist of concession products and theatre supplies. The Company states inventories on the basis of first-in, first-out (FIFO) cost, which is not in excess of net realizable value.

        Start-up Costs—The Company expenses start-up costs of a new theatre as incurred.

        Reimbursable Construction Advances—Reimbursable construction advances consist of amounts due from landlords to fund a portion of the construction costs of new theatres that the Company will operate pursuant to lease agreements. The landlords repay the amounts either during construction on a percentage of completion basis, or upon completion of the theatre.

        Property and Equipment—The Company states property and equipment at cost. The Company charges repairs and maintenance to expense as incurred. Gains and losses from disposition of property and equipment are included in income and expense when realized. The Company records depreciation and amortization using the straight-line method over the following estimated useful lives. Depreciation expense for the years ended December 27, 2001, December 28, 2000 and December 30, 1999 was $80.6 million, $84.1 million and $68.2 million, respectively.

Buildings and leaseholds	20-30 years
Equipment	5-20 years

        Included in property and equipment is $126.0 million and $188.0 million of assets accounted for under capital leases and lease financing arrangements as of December 27, 2001 and December 28, 2000, respectively. The Company records amortization using the straight-line method over the shorter of the lease terms or the estimated useful lives noted above.

        The Company capitalizes interest in accordance with Statement of Financial Accounting Standards ("SFAS") No. 34, Capitalization of Interest. Capitalized interest was $0.4 million, $5.4 million, and $11.5 million for fiscal years 2001, 2000 and 1999, respectively.

        Goodwill—Goodwill, which represents the excess of acquisition costs over the net assets acquired in business combinations, has been allocated to the individual theatres acquired and is amortized on the straight-line method. Goodwill generated from the acquisition of Act III Cinemas, Inc. is amortized over a 40-year period; all other goodwill is amortized over a 25-30 year period.

        Impairment of Long-Lived Assets—In accordance with SFAS No. 121 "Accounting for the Impairment of Long-Lived Assets to be Disposed of", the Company reviews long-lived assets, including allocated goodwill, for impairment whenever events or changes in circumstances indicate that the carrying amounts of the assets may not be fully recoverable. If the sum of the expected future cash flows, undiscounted and without interest charges is less than the carrying amount of the asset, the Company recognizes an impairment charge in the amount by which the carrying value of the assets exceeds its fair market value. The Company evaluates assets for impairment on an individual theatre basis, which management believes is the lowest level for which there are identifiable cash flows. The fair value of assets is determined using the present value of the estimated future cash flows or the expected selling price less selling costs for assets the Company expects to dispose of.

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        Other Assets—Other assets consists primarily of equity method investments and debt acquisition costs. Debt acquisition costs are deferred and amortized over the terms of the related agreements using the straight-line method which approximates the interest method. Debt acquisition costs as of December 27, 2001 and December 28, 2000 were $29.2 million and $33.8 million, respectively, net of accumulated amortization of $17.3 million and $12.3 million, respectively.

        Income Taxes—Deferred tax liabilities and assets are determined based on the difference between the financial statement and tax bases of assets and liabilities using enacted tax rates in effect for the year in which the differences are expected to reverse.

        Deferred Revenue—Deferred revenue relates primarily to vendor rebates and is included in accrued expenses. The Company recognizes these rebates in the accompanying financial statements when earned.

        Deferred Rent—The Company recognizes rent on a straight-line basis after considering the effect of rent escalation provisions resulting in a level monthly rent expense for each lease over its term. The deferred rent liability is included in other liabilities.

        Revenue recognition—Revenues are recognized when admissions and concessions sales are received at the theatres.

        Other Operating Revenues—Other operating revenues consist primarily of product advertising and other ancillary revenue which are recognized as income in the period earned.

        Advertising Costs—The Company expenses advertising costs as incurred.

        Interest Rate Swaps—The Company enters into interest rate swaps as a hedge against interest exposure of variable rate debt. In accordance with SFAS No. 133, Accounting for Derivative Instruments and Hedging Activities, as subsequently amended by SFAS Nos. 137 and 138, the differences to be paid or received on swap agreements are included in interest expense. The Company bases the fair value of its interest rate swap on dealer quotes. These values represent the amounts the Company would receive or pay to terminate the agreements taking into consideration current interest rates.

        Stock-based Compensation—SFAS No.123, Accounting for Stock-Based Compensation, encourages, but does not require, companies to adopt the fair value method of accounting for stock-based employee compensation. The Company accounts for stock-based employee compensation using the intrinsic value method in accordance with Accounting Principles Board Opinion No. 25, Accounting for Stock Issued to Employees, and related interpretations (see Note 11).

        Estimates—The preparation of financial statements in conformity with accounting principles generally accepted in the United States of America requires management to make estimates and assumptions that affect the reported amounts of assets and liabilities and disclosure of contingent assets and liabilities at the date of the financial statements and the reported amounts of revenues and expenses during the reporting period. Actual results could differ from those estimates.

        Segments—The Company manages its business based on one reportable segment.

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        New Accounting Standards—In June 2001, the Financial Accounting Standards Board (FASB) issued SFAS No. 141, "Business Combinations," and SFAS No. 142, "Goodwill and Other Intangible Assets." SFAS No. 141 supersedes Accounting Principles Board Opinion No. 16 (APB 16), "Business Combinations," and primarily addresses the accounting for the cost of an acquired business (i.e., the purchase price allocation), including any subsequent adjustments to its cost. SFAS No. 142 primarily addresses the accounting for goodwill and intangible assets subsequent to their acquisition (i.e., the post-acquisition accounting) and supersedes APB 17, Intangible Assets. The most significant changes made by SFAS No. 141 involve the requirement to use the purchase method of accounting for all business combinations, thereby eliminating the use of the pooling-of-interests method along with the establishment of new criteria for determining whether the Company should recognize intangible assets acquired in a business combination separately from goodwill. SFAS No. 141 is effective for all business combinations initiated after June 30, 2001.

        Under SFAS No. 142, the Company will no longer amortize goodwill or indefinite lived intangible assets, and will test those assets for impairment, at least annually, at a reporting unit level. Additionally, the amortization period of any intangible assets with finite lives is no longer limited to forty years. Any identifiable intangible assets would continue to be amortized over their useful lives and reviewed for impairment in accordance with SFAS No. 121. SFAS No. 142 is effective for fiscal years beginning after December 15, 2001 for all goodwill and other intangible assets recognized in an entity's statement of financial position at that date, regardless of when those assets were initially recognized. The Company's unidentifiable intangible assets, if any, will not be amortized but will be evaluated for impairment in accordance with SFAS No. 142.

        In August 2001, the FASB issued SFAS No. 144, "Accounting for the Impairment or Disposal of Long-Lived Assets" which provides clarifications of certain implementation issues within SFAS No. 121 along with additional guidance on the accounting for the impairment or disposal of long-lived assets. SFAS No. 144 supersedes SFAS No. 121 and applies to all long-lived assets (including discontinued operations) and consequently amends APB 30, "Reporting the Effects of Disposal of a Segment of a Business." SFAS No. 144 develops one accounting model (based on the model in SFAS No. 121) for long-lived assets that are to be disposed of by sale, as well as addresses the principal implementation issues. SFAS No. 144 requires that entities measure long-lived assets that are to be disposed of by sale at the lower of book value or fair value less cost to sell. That requirement eliminates APB 30's requirement that discontinued operations be measured at net realizable value or that entities include under "discontinued operations" in the financial statements amounts for operating losses that have not yet occurred. SFAS No. 144 is effective for financial statements issued for fiscal years beginning after December 15, 2001 and early application is encouraged. The Company does not believe the adoption of SFAS No. 144 will have a significant impact on the consolidated financial statements.

4.    Sale-Leaseback Transactions

        During the third quarter of fiscal 2000, the Company completed sale-leaseback transactions involving 15 of its owned theatres. Under the terms of the transaction, the Company sold the land and related improvements of the theatres for $45.2 million and in turn leased them back for an initial lease term of 20 years. The leases include specified renewal options for up to 20 additional years and the Company accounts for these leases as operating leases. Rent expense during the initial term is

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approximately $5.0 million annually. The Company will amortize the gain on the sale of $2.1 million over the initial lease term of 20 years and will offset rent expense.

5.    Impairment of Long-Lived Assets

        Asset Impairment—As stated in Note 3, the Company periodically reviews the carrying value of long-lived assets, including allocated goodwill, for impairment based on expected future cash flows in accordance with SFAS No. 121. The Company performs such reviews on an individual theatre level, the lowest level of identifiable cash flows. Factors considered in management's estimate of future theatre cash flows include historical operating results over complete operating cycles, current and anticipated impacts of competitive openings in individual markets, and anticipated sales or dispositions of theatres.

        Management uses the results of this analysis to identify theatres with negative current or forecasted operating cash flows, thus indicating whether impairment may have occurred. The Company measures the resulting impairment loss as the amount by which the carrying value of the asset exceeds fair value, which the Company estimates using discounted cash flows. Projected cash flows also include estimated proceeds for the sale of owned properties in the instances where management intends to sell the location. The Company has recognized the following impairment losses due to this analysis:

	2001		2000		1999
	(In Thousands)
Write-down of theatre property and equipment	$	59,845	$	92,054	$	68,477
Write-off of goodwill		18,659		21,680		30,110
Total	$	78,504	$	113,734	$	98,587

        In accordance with SFAS No. 121, the Company has recorded assets held for sale, which consists of closed theatre properties, at the lower of carrying amount or fair value less costs to sell. Any required impairment charge is recorded at the time management formally makes the decision to close these theatres.

6.    Theatre Closing and Loss on Disposal Costs

        The Company's management team continually evaluates the status of the Company's under-performing locations. During 2001, the Company recorded $21.4 million as the net loss on disposal of these locations. In conjunction with certain closed or abandoned locations, the Company has a reserve for lease termination and related costs of $40.1 million at December 27, 2001. This reserve was initially established at December 30, 1999 and represents management's best estimate of the potential costs for exiting these leases at the time management makes the formal decision to close such theatres. These estimates are based on analyses of the properties, correspondence with the landlord, exploratory discussions with potential sub-lessees and individual market conditions. Also included in theatre closing costs are other expenses incurred by the Company upon closure of certain theatres.

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        The following is a summary of the activity in this reserve:

	December 27, 2001			December 28, 2000
	(In Thousands)
Beginning balance	$	41,463		$	4,269
Rent and other termination payments		(10,471	)		(14,967	)
Additional closing and termination costs		43,063			56,124
Revision of prior estimates		(33,951	)		(3,963	)
Ending balance	$	40,104		$	41,463

        In accordance with SOP 90-7, the Company has revised prior estimates for the remaining leasehold obligations in accordance with Section 502(b)(6) of the Bankruptcy Code. Section 502(b)(6) limits a lessor's claim to the rent reserved by such lease, without acceleration, to the greater of one year or 15 percent, not to exceed three years, of the remaining term of the lease. Any unpaid rent is also included in the reserve. This reserve is included in Liabilities Subject to Compromise at December 27, 2001.

7.    Long-Term Obligations

        As a result of the Company's bankrupcty filing previously discussed in Note 1, substantially all of the Company's long-term obligations as of October 11, 2001, are classified as Liabilities Subject to

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Compromise at December 27, 2001. Long-term obligations at December 27, 2001 and December 28, 2000, consists of the following:

				December 27, 2001			December 28, 2000
				(In Thousands)
$600,000 of the Company's senior subordinated notes due June 1, 2008, with interest payable semiannually at 9.5%. Notes are redeemable, in whole or in part, at the option of the Company at any time on or after June 1, 2003, at the redemption prices (expressed as percentages of the principal amount thereof) set forth below together with accrued and unpaid interest to the redemption date, if redeemed during the 12 month period beginning on June 1 of the years indicated:
Year		Redemption Price
	2003	104.750	%
	2004	103.167	%
	2005	101.583	%
	2006 and thereafter	100.000	%	$	600,000		$	600,000
$200,000 of the Company's senior subordinated debentures due December 15, 2010, with interest payable semiannually at 8.875%. Debentures are redeemable, in whole or in part, at the option of the Company at any time on or after December 15, 2003, at the redemption prices (expressed as percentages of the principal amount thereof) set forth below together with accrued and unpaid interest to the redemption date, if redeemed during the 12 month period beginning on December 15 of the years indicated:
Year		Redemption Price
	2003	104.750	%
	2004	103.328	%
	2005	101.219	%
	2006	100.109	%
	2007	100.000	%		200,000			200,000
Term Loans					505,000			505,000
Revolving credit facility					495,000			495,000
Equipment financing note payable, payable in varying quarterly installments through April 1, 2005, including interest at LIBOR plus 3.25% (5.61% at December 27, 2001), collateralized by related equipment					17,662			19,500
Capital lease obligations, 7.9%, maturing in 2009					1,570			19,597
Lease financing arrangements, 11.5%, maturing in various installments through 2021					99,445			155,165
Other					3,780			4,270
					1,922,457			1,998,532
Less current maturities					(2,173	)		(1,823,683	)
Less amounts subject to compromise					(1,817,732	)		—
Total long-term obligations				$	102,552		$	174,849

F-35

        Credit Facilities—These credit facilities (the Senior Credit Facilities) include a $500.0 million Revolving Credit Facility (including the availability of Revolving Loans, Swing Line Loans, and Letters of Credit) and three term loan facilities: Term A, Term B, and Term C (the Term Loans). The Company must pay an annual commitment fee ranging from 0.2% to 0.425%, depending on the Company's Total Leverage Ratio, as defined in the Senior Credit Facilities, of the unused portion of the Revolving Credit Facility. The Revolving Credit Facility expires in June 2005. At December 27, 2001 and December 28, 2000, there were $495.0 million in outstanding borrowings under the Revolving Credit Facility.

        Borrowings under the Term A Loan or the Revolving Credit Facility can be made at the Base Rate plus a margin of 0% to 1%, depending on the Total Leverage Ratio. The Base Rate on revolving loans is the rate established by the Administrative Agent in New York as its base rate for dollars loaned in the United States. The outstanding balance under the Term A Loan was $235.2 million at both December 27, 2001 and December 28, 2000 with $2.4 million due annually through 2004 and the balance due in 2005.

        Under the Term B Loan, the Company may borrow funds at the Base Rate plus a margin of 0.75% to 1.25% depending on the Total Leverage Ratio. The outstanding balance under the Term B Loan was $137.5 million at both December 27, 2001 and December 28, 2000 with the balance due in 2006.

        Under the Term C Loan, the Company may borrow funds at the Base Rate plus a margin of 1.0% to 1.5% depending on the Total Leverage Ratio. The outstanding balance under the Term C Loan was $132.3 million at both December 27, 2001 and December 28, 2000 with $1.35 million due annually through 2006, and the balance due in 2007.

        A pledge of the stock of the Company's domestic subsidiaries collateralizes the Senior Credit Facilities. The Company's direct and indirect U.S. subsidiaries guarantee payment obligations under certain of the Credit Facilities.

        The Senior Credit Facilities contain customary covenants and restrictions on the Company's ability to issue additional debt, pay dividends or engage in certain activities and include customary events of default. In addition, the Credit Facilities specify that the Company must meet or exceed defined interest coverage ratios and must not exceed defined leverage ratios.

        Since the fourth quarter of 2000, the Company has been in default of certain financial covenants contained in its Credit Facilities and its equipment financing term note ("Equipment Financing"). As a result of the default, the administrative agent under the Company's Senior Credit Facilities delivered payment blockage notices to the Company and the indenture trustee of its 9¹/2% Senior Subordinated Notes due 2008 (the "Regal Notes") and its 8⁷/8% Senior Subordinated Notes due 2010 (the "Regal Debentures"), prohibiting the payment by Regal of the semi-annual interest payments of approximately $28.5 million due holders of the Regal Notes on December 1, 2001, December 1, 2000 and June 1, 2001 and $8.9 million due to the holders of the Regal Debentures on December 15, 2001, December 15, 2000 and June 15, 2001. Because of the failure to make the interest payments, the Company was in default of the indentures related to the Regal Notes and Regal Debentures. Additionally, the Company was in payment default of its Senior Credit Facilities, as the Company failed to pay the 2001 interest payments totaling approximately $211.0 million and principal payments totaling

F-36

approximately $3.8 million. As a result of the interest payment defaults, the holders of the Company's Senior Credit Facilities and the indenture trustee for the Regal Notes and Regal Debentures exercised their right to accelerate the maturity of all of the outstanding indebtedness under the respective agreements. The Company did not have the ability to fund or refinance the accelerated maturity of the indebtedness.

        Lease Financing Arrangements—These obligations primarily represent capitalized lease obligations resulting primarily from the requirements of Emerging Issues Task Force (EITF) Issue No. 97-10, The Effect of Lessee Involvement in Asset Construction, released in fiscal 1998.

        Interest Rate Swaps—In September 1998, the Company entered into interest rate swap agreements for five-year terms to hedge a portion of the Senior Credit Facilities variable interest rate risk. In September 2000, the Company monetized the value of these agreements for approximately $8.6 million. As the Company had accounted for these swap agreements as interest rate hedges, the Company has deferred the gain realized from the sale. The Company is amortizing the deferred gain as a credit to interest expense over the remaining original term of these swaps (through September 2003). The current portion of this gain is included in accrued expenses and the long-term portion in other liabilities. The fair value of the Company's remaining interest rate swap, which matures in March 2002, is $(0.2) million as of December 27, 2001. Upon emergence from bankruptcy, the remaining interest rate swap was terminated.

        In June 1998, the FASB issued SFAS No. 133, Accounting for Derivative Instruments and Hedging Activities as amended by SFAS Nos. 137 and 138. These statements specify how to report and account for derivative instruments and hedging activities, thus requiring the recognition of those items as assets or liabilities in the statement of financial position and measure them at fair value. The Company adopted these statements in the first quarter of fiscal 2001. The adoption of these statements resulted in a charge of $(0.5) million to establish a liability for the fair market value of the Company's interest rate swap agreement. Any changes in the fair market value of this swap agreement are included in interest expense.

        Extraordinary Gain—During 2001, the Company entered into agreements with certain of its landlords that resulted in the termination of certain leases, including eight which were accounted for as either capital leases or lease financing arrangements. Accordingly, the Company wrote-off the related debt obligations and net book value of the related property and equipment and other assets. During 2001, the Company also entered into lease modifications of certain lease financing arrangements which provided for a reduction of the total lease payments. In conjunction with these terminations and modifications the Company made payments of approximately $5.8 million, which, after the write-off of the related assets and liabilities, resulted in an extraordinary gain due to debt extinguishment of $21.7 million, net of applicable taxes of zero for the year ended December 27, 2001.

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        Maturities of Long-Term Obligations—The Company's long-term debt, capital lease obligations, and lease financing arrangements are scheduled to mature as follows:

	Long-Term Debt		Capital Leases		Lease Financing Arrangements		Total
	(in Thousands)
2002	$	1,818,223	$	58	$	1,613	$	1,819,894
2003		541		63		1,811		2,415
2004		597		68		2,098		2,763
2005		659		73		2,568		3,300
2006		501		80		2,946		3,527
Thereafter		921		1,228		88,409		90,558
	$	1,821,442	$	1,570	$	99,445	$	1,922,457

8.    Liabilities Subject to Compromise

        The filing of the Chapter 11 Case by the Debtors automatically stayed actions by creditors and other parties of interest to recover any claim that arose prior to the commencement of the cases. In accordance with SOP 90-7 the following table sets forth the liabilities of the Company subject to compromise as of December 27, 2001:

		(in Thousands)
Debt:
	Senior subordinated notes and debentures	$	800,000
	Senior credit facilities		1,000,000
	Equipment financing note		17,662
	Other long-term debt		70
			1,817,732
Other:
	Trade accounts payable and other		32,450
	Reserve for lease termination and related costs		37,123
	Accrued interest		195,869
Total liabilities subject to compromise			2,083,174
Amounts to be settled using current assets			(183,900	)
Balance subject to compromise		$	1,899,274

        Contractual interest expense not accrued or recorded on certain pre-petition debt totaled approximately $15.8 million for the year ended December 27, 2001.

        Additional liabilities subject to compromise may arise subsequent to the Petition Date resulting from rejection of executory contracts, including leases, and from the determination by the bankruptcy court (or agreed to by parties in interest) of allowed claims for contingencies and other disputed amounts.

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        The above summary of liabilities subject to compromise excludes certain obligations on the Petition Date that the Company received approval from the court to continue to service in the normal course of business. These obligations primarily include the pre-petition film licensing agreements and other amounts owing to the motion picture studios, employee compensation and other essential trade creditors. The liabilities listed above that were settled through the use of current assets (cash) existing at December 27, 2001 have been classified as a current liability in the accompanying balance sheet.

9.    Reorganization Items

        In accordance with SOP 90-7, expenses and income directly incurred or realized as a result of the Chapter 11 Cases have been segregated from the normal operations and are disclosed separately. The major components are as follows:

		(In Thousands)
Legal and professional fees		$	2,793
Lease termination and related costs, net			10,382
Interest income			(492	)
Additional claims			3,818
	Total reorganization items	$	16,501

10.    Commitments and Contingencies

        Leases—The Company accounts for a majority of its leases as operating leases. The Company, at its option, can renew a substantial portion of the leases at defined or then fair rental rates for various periods. Certain leases for Company theatres provide for contingent rentals based on revenues. Minimum rentals payable under all non-cancelable operating leases with terms in excess of one year as of December 27, 2001, are summarized for the following fiscal years:

	(In Thousands)
2002	$	110,678
2003		111,802
2004		112,439
2005		112,085
2006		111,094
Thereafter		1,338,613

        Rent expense under such operating leases amounted to $136.2 million, $158.2 million, and $130.3 million for fiscal years 2001, 2000 and 1999, respectively. Contingent rent expense was $4.3 million, $3.6 million, and $3.6 million for fiscal years 2001, 2000, and 1999, respectively.

        Contingencies—The Company is a defendant in a number of claims arising from its decision to file voluntary petitions for relief under Chapter 11 of the Bankruptcy Code and to close theatre locations or to cease construction of theatres on sites for which the Company had a contractual obligation to lease such property. The Company believes it has adequately provided for the settlement of such claims. However, as discussed in Note 1, governmental units have until May 6, 2002 to file proofs of claims against the Company. The Company is also presently involved in various legal proceedings

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arising in the ordinary course of its business operations, including personal injury claims, employment matters and contractual disputes. Upon the filing of the petitions, the Bankruptcy Court imposed a stay applicable to all entities, of, among other things, the commencement or continuation of judicial, administrative, or other actions or proceedings against the Company that were or could have been commenced before the bankruptcy petition. Management believes any additional liability with respect to the above proceedings will not be material in the aggregate to the Company's consolidated financial position, results of operations or cash flows.

11.    Capital Stock and Stock Option Plans

        Earnings Per Share—The Company does not present earnings per share information herein as the Company's shares do not trade in a public market.

        Preferred Stock—The Company currently has 100,000,000 shares of preferred stock authorized with none issued. The Company may issue the preferred shares from time to time in such series having such designated preferences and rights, qualifications and limitations as the Board of Directors may determine.

        Stock Option Plans—The Company issued certain key members of management options under the 1998 Stock Purchase and Option Plan for Key Employees of Regal Cinemas, Inc. (the "Plan"). Under the Plan, the Board of Directors of the Company may award stock options to purchase up to 30,000,000 shares of the Company's common stock. Grants or awards under the Plan may take the form of purchased stock, restricted stock, incentive or nonqualified stock options or other types of rights as specified in the Plan.

        The following table summarizes information about fixed stock options outstanding at December 27, 2001:

			Weighted Average Exercise Shares Price		Options Exercisable At Year End
Under option at December 31, 1998	18,625,625		$	3.76	8,021,889
Options granted in 1999	1,692,609		$	5.00
Options exercised in 1999	(120,000	)	$	5.00
Options canceled or redeemed in 1999	(3,742,404	)	$	3.72
Under option at December 30, 1999	16,455,830		$	3.78	9,027,781
Options granted in 2000	—			—
Options exercised in 2000	—			—
Options canceled or redeemed in 2000	(1,652,818	)	$	3.78
Under option at December 28, 2000	14,803,012		$	3.78	9,920,444
Options granted in 2001	—			—
Options exercised in 2001	—			—
Options canceled or redeemed in 2001	(445,945	)	$	4.38
Under option at December 27, 2001	14,357,067		$	3.76	11,444,711

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Options Outstanding
					Options Exercisable
		Weighted Average Contractual Life
Range of Exercise Price	Number Outstanding at 12//27/01		Weighted Average Exercise Price		Number Exercisable at 12/27/01	Weighted Average Exercise Price
$0.34 - $0.62	1,403,311	3.1	$	0.5370	1,403,311	$	0.5370
$1.58 - $3.67	3,458,691	3.3	$	2.0428	3,458,691	$	2.0428
$4.03 - $5.00	9,495,065	6.4	$	4.8659	6,582,709	$	4.8080
	14,357,067	5.3	$	3.7571	11,444,711	$	3.4486

        Had the fair value of options granted under these plans been recognized in accordance with SFAS No. 123 as compensation expense on a straight-line basis over the vesting period of the grant, the Company's net loss would have been recorded in the amounts indicated below:

	2001			2000			1999
	(In Thousands)
Net Loss:
As Reported	$	(171,512	)	$	(366,545	)	$	(88,550	)
Pro Forma		(173,083	)		(368,769	)		(91,204	)

        The pro forma results do not purport to indicate the effects on reported net income for recognizing compensation expense that is expected to occur in future years.

        The fair value for the employee and directors options granted during fiscal years 2001, 2000 and 1999, was estimated at the date of grant using a Black-Scholes option pricing model with the following weighted-average assumptions: risk-free interest rates of 5.9% for 1999 grants and an inconsequential volatility factor in 2001, 2000 and 1999. A weighted average expected life of 10 years was used for employee options granted in 1999 and the weighted average grant date fair value of options granted in 1999 was $2.24 per share. There were no options granted in fiscal years 2001 and 2000.

        Pursuant to the reorganization of the Company through the Chapter 11 Case, all of the outstanding stock options of the Company granted prior to the effective date of the Plan were cancelled effective January 29, 2002. New stock options were issued in Regal Cinemas Corporation upon the Company's emergence from bankruptcy on January 29, 2002 (Note 2).

12.    Income Taxes

        Deferred income taxes reflect the net tax effects of temporary differences between the carrying amounts of assets and liabilities for financial reporting purposes and the amounts used for income tax purposes.

F-41

        Significant components of the Company's net deferred tax asset consisted of the following at:

		2001			2000
		(In Thousands)
Deferred tax assets:
	Net operating loss carryforward	$	171,788		$	107,378
	Excess of tax basis over book basis for leases		7,717			5,786
	Accrued expenses		31,693			27,626
	Interest expense deferred under IRC 163(j)		2,267			2,267
	Favorable leases		476			476
	Excess of tax basis over book basis of certain assets		24,178			42,263
	AMT credit carryforward		7,176			1,316
	Other		3,979			4,509
			249,274			191,621
Valuation allowance			(233,765	)		(182,846	)
Deferred tax assets			15,509			8,775
Deferred tax liabilities:
	Excess of book basis over tax basis of certain intangible assets		(7,066	)		(5,150	)
	Other		(8,443	)		(3,625	)
Deferred tax liabilities			(15,509	)		(8,775	)
Net deferred tax asset		$	—		$	—

        The Company has recorded a valuation allowance against deferred tax assets for the years ended December 27, 2001 and December 28, 2000 totaling approximately $233.7 million and $182.8 million, respectively, as management believed it was more likely than not that the deferred tax asset would not be realized in future tax periods.

        At December 27, 2001, the Company and certain of its subsidiaries have various federal and state net operating loss (NOL) carryforwards available to offset future taxable income. The Company has approximately $409.7 million of NOL carryforwards, in the aggregate, for federal purposes that begin to expire in the 2009 tax year. Additionally, the Company has approximately $527.6 million of NOL carryforwards for state tax purposes. At December 27, 2001, the Company has approximately $7.1 million of alternative minimum tax credit carryforwards available to reduce future federal income tax liabilities. Under current federal income tax taw, the alternative minimum tax credit can be carried forward indefinitely. However, due to the filing for protection under Chapter 11 of the federal bankruptcy laws on October 11, 2001 and pursuant to Internal Revenue Code, the Company must reduce tax attributes equal to the cancellation of debt resulting from the bankruptcy filing. Thus management believes it is more likely than not that the net deferred tax assets will not be realized in future tax periods.

F-42

        The components of the provision for (benefit from) income taxes for income from continuing operations for each of the three fiscal years were as follows:

	2001			2000			1999
	(In Thousands)
Current	$	—		$	(5,883	)	$	—
Deferred		(50,919	)		(96,138	)		(45,357	)
Increase in deferred income tax valuation allowance		50,919			182,846			—
Total income tax provision (benefit)	$	—		$	80,825		$	(45,357	)

        The increase in the valuation allowance in 2001 and 2000 of $50.9 million and $182.8 million, respectively, primarily reflects the change in assessment of the likelihood of utilization of the net deferred tax assets of the Company and its subsidiaries.

        A reconciliation of the provision for (benefit from) for income taxes as reported and the amount computed by multiplying the income before income taxes and extraordinary item by the U.S. federal statutory rate of 35% was as follows:

	2001			2000			1999
	(In Thousands)
Benefit computed at federal statutory income tax rate	$	(60,029	)	$	(100,002	)	$	(46,868	)
State and local income taxes, net of federal benefit		(7,575	)		(12,763	)		(2,029	)
Reorganization costs		8,976			—			—
Goodwill amortization		3,079			3,414			3,481
Goodwill impairment		4,591			7,102			—
Increase in valuation allowance		50,919			182,846			—
Other		39			228			59
Total income tax provision (benefit)	$	—		$	80,825		$	(45,357	)

13.    Related Party Transactions

        The Company entered into a management agreement with the Initial Sponsors pursuant to which the Company has incurred $1.0 million of management fee expense during fiscal 2001, 2000 and 1999.

14.    Cash Flow Information

	2001			2000			1999
	(In Thousands)
Supplemental information on cash flows:
Interest paid	$	29,228		$	138,541		$	128,909
Income tax refunds received, net		(147	)		(215	)		(4,884	)

F-43

NONCASH TRANSACTIONS:

2001:

        In accordance with agreements with certain landlords, the Company terminated or amended certain leases in 2001 resulting in an extraordinary gain of $21.7 million. The components of this gain were the write-offs of lease financing and capital lease obligations of $75.1 million, fixed assets totaling $49.2 million, and related accounts receivable and payable totaling $4.8 million and $2.5 million, respectively. In addition, the Company made a payment of $1.8 million to execute these transactions.

        The Company recorded lease financing arrangements and net assets of $7.1 million.

        The Company retired 69,857 shares of common stock valued at $0.3 million in exchange for canceling notes receivable from certain shareholders.

2000:

        The Company recorded lease financing arrangements and net assets of $83.3 million during fiscal 2000.

        The Company retired 214,275 shares of common stock valued at $1.1 million in exchange for canceling notes receivable from certain shareholders.

1999:

        The Company recorded lease financing arrangements and net assets of $75.5 million during the fourth quarter of 1999.

        The Company issued 569,500 shares of common stock valued at $2.8 million in exchange for notes receivables from certain shareholders.

        The Company cancelled 119,964 shares of common stock and the related notes receivable valued at $.6 million from certain shareholders.

15.    Employee Benefit Plans

        The Company sponsors employee benefit plans under section 401(k) of the Internal Revenue Code for the benefit of substantially all full-time employees. The Company made discretionary contributions of approximately $483,000, $508,000, and $426,000 to the plans in 2001, 2000 and 1999, respectively. Employees are immediately eligible; however, there is an age requirement of 21.

16.    Fair Value of Financial Instruments

        The methods and assumptions used to estimate the fair value of each class of financial instrument are as follows:

        Cash and cash equivalents, accounts receivable, accounts payable:    The carrying amounts approximate fair value because of the short maturity of these instruments.

F-44

        Long term debt, excluding capital lease obligations and lease financing arrangements:    The carrying amounts of the Company's term loans and the revolving credit facility are estimated based on quoted market prices as of the Company's fiscal year end for the Company's senior credit facility, which consists of the Company's term loans and revolving credit facility. The associated interest rates are based on floating rates identified by reference to market rates and are assumed to approximate fair value. The fair values of the Company's senior subordinated notes and debentures are estimated based on the Company's plan of reorganization, as confirmed by the Bankruptcy Court, which provides for a cash payment of approximately 20% of the face value of the subordinated notes and debenture. The fair values of the Company's other debt obligations are based on recent financing transactions for similar debt issuances and carrying value approximates fair value. The carrying amounts and fair values of long-term debt at December 27, 2001 and December 28, 2000 consists of the following:

	2001		2000
	(In Thousands)
Carrying amount	$	1,821,442	$	1,823,770
Fair value	$	1,181,442	$	779,770

        Interest rate swaps:    The fair value of the Company's one remaining interest rate swap, which matures in March 2002, is $(0.2) million as of December 27, 2001 based on dealer quotes. The Company terminated this interest rate swap in connection with its Chapter 11 filing.

F-45

INDEPENDENT AUDITORS' REPORT

         The Boards of Directors
Edwards Theatres, Inc. and Subsidiaries:

        We have audited the accompanying consolidated balance sheets of Edwards Theatres, Inc. and Subsidiaries (the Company) (formerly Edwards Theatres Circuit Affiliated Group) as of December 27, 2001 and December 26, 2000 and the related consolidated statements of operations and comprehensive loss, stockholders' equity, and cash flows for each of the years in the three-year period ended December 27, 2001. These consolidated financial statements are the responsibility of the Company's management. Our responsibility is to express an opinion on these consolidated financial statements based on our audits.

        We conducted our audits in accordance with auditing standards generally accepted in the United States of America. Those standards require that we plan and perform the audit to obtain reasonable assurance about whether the financial statements are free of material misstatement. An audit includes examining, on a test basis, evidence supporting the amounts and disclosures in the financial statements. An audit also includes assessing the accounting principles used and significant estimates made by management, as well as evaluating the overall financial statement presentation. We believe that our audits provide a reasonable basis for our opinion.

        In our opinion, the consolidated financial statements referred to above present fairly, in all material respects, the financial position of Edwards Theatres, Inc. and Subsidiaries (formerly Edwards Theatres Circuit Affiliated Group) as of December 27, 2001 and December 26, 2000 and the results of their operations and their cash flows for each of the years in the three-year period ended December 27, 2001 in conformity with accounting principles generally accepted in the United States of America.

/s/ KPMG LLP

Orange County, California
February 22, 2002, except as to note 16,
    which is as of April 17, 2002.

F-46

EDWARDS THEATRES, INC. AND SUBSIDIARIES

Consolidated Balance Sheets

December 27, 2001 and December 26, 2000

(In Thousands, Except Share Data)

				2001			2000
Assets
Current assets:
	Cash and cash equivalents			$	44,575		42,145
	Restricted cash				28,151		—
	Accounts receivable				1,194		1,729
	Inventories				997		1,100
	Prepaid expenses and other current assets				4,163		3,617
			Total current assets		79,080		48,591
Property and equipment, net					308,986		351,889
Other assets					9,337		8,237
				$	397,403		408,717
Liabilities and Stockholders' Equity
Current liabilities:
	Accounts payable			$	23,358		19,432
	Accrued liabilities				12,314		10,464
	Deferred revenue				14,967		11,115
	Current portion of long-term debt				12,600		213,500
	Bankruptcy related liabilities and claims				43,948		—
			Total current liabilities		107,187		254,511
Long-term debt					167,400		—
Senior unsecured subordinated notes payable to shareholders					10,325		—
Deferred gain on sale-leaseback of assets					6,297		6,769
Accrued lease obligations					17,281		13,048
Other long-term liabilities					4,272		714
			Total long-term liabilities		205,575		20,531
Liabilities subject to compromise					—		68,316
					312,762		343,358
Commitments and contingencies
Subsequent events (note 16)
Preferred stock, $0.001 par value, 1,000,000 shares authorized in 2001:
	Redeemable cumulative Series A preferred stock, $0.001 par value (liquidation and redemption value of $56,000,000), issued and outstanding 56,000 shares				39,703		—
	Redeemable cumulative Series B preferred stock, $0.001 par value (liquidation and redemption value of $15,000,000), issued and outstanding 15,000 shares				7,337		—
Stockholders' equity:
	Common stock (Debtor)				—		189
	Common stock, $0.001 par value, 10,000,000 shares authorized in 2001:
		Class A common stock, $0.001 par value. Authorized 2,000,000 shares; issued and outstanding 510,000 shares in 2001			1		—
		Class B common stock, $0.001 par value. Authorized 2,000,000 shares; issued and outstanding 490,000 shares in 2001			1		—
	Additional paid-in capital				38,889		39
	Retained earnings (accumulated deficit)				(1,290	)	65,131
			Total stockholders' equity		37,601		65,359
				$	397,403		408,717

See accompanying notes to consolidated financial statements.

F-47

EDWARDS THEATRES, INC. AND SUBSIDIARIES

Consolidated Statements of Operations and Comprehensive Loss

Years ended December 27, 2001, December 26, 2000, and December 28, 1999

(In Thousands)

			2001			2000		1999
Net revenues:
	Admissions		$	254,325		244,716		210,795
	Concessions			91,901		78,855		75,520
	Other			5,824		6,123		6,390
		Total net revenues		352,050		329,694		292,705
Costs and expenses:
	Film exhibition costs			139,237		125,082		115,951
	Concession costs			14,681		15,270		13,302
	Other theatre operating expenses			128,922		129,628		120,961
	General and administrative expenses			15,924		23,807		17,556
	Depreciation and amortization			27,509		27,722		21,543
	Restructuring charges			1,880		—		—
	Net loss on sales and impairments of long-lived assets			18,221		10,962		30,640
		Total costs and expenses		346,374		332,471		319,953
		Operating income (loss)		5,676		(2,777	)	(27,248	)
Other income (expense):
	Interest and other income			399		561		1,202
	Interest expense			(18,203	)	(23,688	)	(12,851	)
		Total other expense		(17,804	)	(23,127	)	(11,649	)
Reorganization costs, net				19,452		18,106		—
		Loss before income taxes and extraordinary item		(31,580	)	(44,010	)	(38,897	)
Income taxes				114		380		636
		Loss before extraordinary item		(31,694	)	(44,390	)	(39,533	)
Extraordinary gain on extinguishment of debt				978		—		—
		Net loss		(30,716	)	(44,390	)	(39,533	)
Less accretion of redeemable preferred stock to redemption value				94		—		—
		Net loss applicable to common stockholders	$	(30,810	)	(44,390	)	(39,533	)
Other comprehensive loss:
	Net loss		$	(30,716	)	(44,390	)	(39,533	)
	Change in unrealized gain on marketable equity securities			—		(613	)	(191	)
		Total comprehensive loss	$	(30,716	)	(45,003	)	(39,724	)

See accompanying notes to consolidated financial statements.

F-48

EDWARDS THEATRES, INC. AND SUBSIDIARIES

Consolidated Statements of Stockholders' Equity

Years ended December 27, 2001, December 26, 2000, and December 28, 1999

(In Thousands, Except Share Amounts)

				Class A common stock			Class B common stock
											Retained Earnings (Accumulated Deficit)		Accumulated Other Comprehensive Income (Loss)
	Common Stock									Additional Paid-in Capital
				Shares	Amount		Shares	Amount							Total
Balance, December 29, 1998	$	87		—	$	—	—	$	—	29	154,511		804		155,431
Distribution to Ed-Pac stockholders		—		—		—	—		—	—	(400	)	—		(400	)
Distribution to stockholders		—		—		—	—		—	—	(4,945	)	—		(4,945	)
Issuance of common stock		102		—		—	—		—	10	—		—		112
Unrealized loss on marketable equity securities		—		—		—	—		—	—	—		(191	)	(191	)
Net loss		—		—		—	—		—	—	(39,533	)	—		(39,533	)
Balance, December 28, 1999		189		—		—	—		—	39	109,633		613		110,474
Distribution to stockholders		—		—		—	—		—	—	(112	)	—		(112	)
Reclassification adjustment for gains on marketable equity securities included in net income		—		—		—	—		—	—	—		(613	)	(613	)
Net loss		—		—		—	—		—	—	(44,390	)	—		(44,390	)
Balance, December 26, 2000		189		—		—	—		—	39	65,131		—		65,359
Distribution to controlling stockholders in excess of contributed net assets		—		—		—	—		—	—	(6,000	)	—		(6,000	)
Issuance of Class A common stock for cash		—		510,000		1	—		—	16,366	—		—		16,367
Distribution of Series B preferred stock under the Plan		—		—		—	—		—	—	(7,315	)			(7,315	)
Class B common stock issued under the Plan to existing common stockholders		(189	)	—		—	490,000		1	188	—		—		—
Constructive capital contribution related to undistributed earnings on date S Corporation elections were terminated		—		—		—	—		—	22,296	(22,296	)	—		—
Net loss		—		—		—	—		—	—	(30,716	)	—		(30,716	)
Series A preferred stock accretion		—		—		—	—		—	—	(71	)	—		(71	)
Series B preferred stock accretion		—		—		—	—		—	—	(23	)	—		(23	)
Balance, December 27, 2001	$	—		510,000	$	1	490,000	$	1	38,889	(1,290	)	—		37,601

See accompanying notes to consolidated financial statements.

F-49

EDWARDS THEATRES, INC. AND SUBSIDIARIES

Consolidated Statements of Cash Flows

Years ended December 27, 2001, December 26, 2000, and December 28, 1999

(In Thousands)

					2001			2000		1999
Cash flows from operating activities:
	Net loss				$	(30,716	)	(44,390	)	(39,533	)
	Adjustments to reconcile net loss to net cash provided by operating activities:
		Noncash reorganization items				9,579		15,249		—
		Extraordinary gain on extinguishment of debt				(978	)	—		—
		Depreciation and amortization				27,509		27,722		21,543
		Amortization of deferred gain on sale leaseback				(472	)	(141	)	(88	)
		Amortization of deferred issuance costs				1,387		2,277		418
		Gain on sale of marketable securities				—		(1,231	)	—
		Net loss on sales and impairments of long-lived assets				18,221		10,962		30,640
		Deferred income taxes				—		338		660
		Provision for doubtful accounts relating to advances from shareholders and other related parties				—		5,342		—
		Changes in operating assets and liabilities:
			Accounts receivable, prepaid expenses, and inventories			92		4,350		(4,216	)
			Accounts payable and accrued liabilities			5,776		1,620		(15,243	)
			Deferred revenue			3,852		(3,547	)	1,231
			Other long-term liabilities			3,555		—		—
			Deferred lease obligations			4,793		4,233		5,159
			Bankruptcy related claims			(29,001	)	—		—
				Net cash provided by operating activities		13,597		22,784		571
Cash flows from investing activities:
	Purchases of property and equipment					(10,190	)	(47,528	)	(145,810	)
	Proceeds from sale of property and equipment					3,736		23,241		87,537
	Change in notes receivable from and advances to related party					—		74		76
	Change in advances to stockholders					—		(45	)	(333	)
	Proceeds from sale of marketable securities					—		1,834		—
	Change in other assets					(1,814	)	2,066		(542	)
	Increase in restricted cash—funding of Class 5A claims reserve					(36,855	)	—		—
	Decrease in restricted cash—payments of Class 5A allowed claims					8,704		—		—
				Net cash used in investing activities		(36,419	)	(20,358	)	(59,072	)
Cash flows from financing activities:
	Net borrowings on credit facility					—		38,500		38,000
	Proceeds from issuance of Series A preferred stock					29,323		—		112
	Proceeds from issuance of Class A common stock					12,109		—		—
	Payment of deferred issuance costs					(937	)	(1,983	)	(6,820	)
	Principal payments on long-term debt					(9,495	)	—		(3,791	)
	Principal payments on capital lease obligations					(73	)	(285	)	(698	)
	Distributions and dividends paid to stockholders					(6,000	)	(112	)	(14,045	)
	Interest on subordinated debt					325		—		—
				Net cash provided by financing activities		25,252		36,120		12,758
				Net increase (decrease) in cash and cash equivalents		2,430		38,546		(45,743	)
Cash and cash equivalents at beginning of year						42,145		3,599		49,342
Cash and cash equivalents at end of year					$	44,575		42,145		3,599
Cash paid during the year for:
	Interest (net of $1,391 and $3,500 of capitalized interest for 2000 and 1999, respectively)				$	27,740		12,084		11,506
	Income taxes					176		344		157
Supplemental schedule of noncash investing and financing activities:
	Notes receivable exchanged for property				$	—		2,166		—
	Conversion of senior debt to senior unsecured subordinated note payable					10,000		—		—
	Conversion of senior debt and accrued interest to Series A preferred stock					10,309		—		—
	Conversion of senior debt and accrued interest to Class A common stock					4,258		—		—
	Conversion of equity to Series B preferred stock					7,315		—		—
	Issuance of noncompete agreements and related obligation					2,700		—		—

See accompanying notes to consolidated financial statements.

F-50

EDWARDS THEATERS, INC. AND SUBSIDIARIES

Notes to Consolidated Financial Statements

Years ended December 27, 2001, December 26, 2000, and December 28, 1999

(1)    Chapter 11 Reorganization and Basis of Reporting

        On August 23, 2000, Edwards Theatres Circuit Affiliated Group (as it existed before September 28, 2001, collectively the Predecessor Company or the Debtors) filed a voluntary petition for relief under Chapter 11, Title 11 of the United States Code in the United States Bankruptcy Court in the Central District of California, Santa Ana Division (the Bankruptcy Court).

        On May 24, 2001 the Debtors filed a Plan of Reorganization and related disclosure statement, as subsequently amended on July 23, 2001 (the Plan). On September 24, 2001 (the Confirmation Date), the Bankruptcy Court confirmed the Second Amended Plan of Reorganization. On September 28, 2001 all conditions required for the effectiveness of the Plan were met, and the Plan became effective (the Effective Date).

        On the Effective Date, the Debtors restructured their corporate organization to effect the following transactions: (a) the creation of New Edwards (Edwards Theatres, Inc. or the Company) and (b) the merger of the Debtors with and into the Company which is the surviving corporation.

        The underlying objective of the Plan is to provide a vehicle for the recapitalization of the Debtors and payment of allowed claims. The Plan provides for, among other things:

•

Substantive consolidation of the Debtors into New Edwards;

•

Merging of the debtors and vesting of all of the Debtors' assets and liabilities into New Edwards, whose common stock is 51% owned by the Investor Group and 49% owned by the Debtors shareholders;

•

An equity infusion from an Investor Group of approximately $56.0 million, which consisted of $41.4 million in cash and $14.6 million in bank debt held and accrued interest by the Investor Group to be converted into redeemable preferred and common stock of New Edwards;

•

Restructuring of the $250.0 million senior secured credit facility. The outstanding senior secured debt of $213.5 million as of December 26, 2000 was reduced by a cash payment of approximately $9.5 million. The remaining $204 million was restructured into (i) $180 million Restructured Term Credit Agreement, (ii) $10 million senior unsecured subordinated note held by the Investor Group, and (iii) 16,000 shares of Series A preferred stock and approximately 146,000 shares of Class A common stock for the remaining $14.0 million;

•

Payment in full in cash on the Effective Date of all allowed administrative claims, allowed administrative tax claims, allowed priority tax claims, and allowed other priority claims;

•

Payment of allowed Class 5A claims. The Plan entitles the holders of allowed Class 5A claims to receive either (i) a cash payment equal to 90% of the allowed claim or (ii) 100% of the allowed Class 5A claim in an unsecured note, bearing interest at 9%, with a seven year term, requiring semi-annual principal and interest payments beginning March 28, 2002 (see note 3);

•

Merger of CAMCO, which is a non-debtor entity owned by the Debtor shareholders, into New Edwards. On the Effective Date, CAMCO was merged with and into the Company. Each CAMCO shareholder received their pro-rata share of $6.0 million. The payment in excess of the CAMCO shareholders' nominal carryover basis in the assets was accounted for as a distribution in the accompanying consolidated financial statements.

        Since the Company's reorganization value immediately before the confirmation date was greater than the total of all postpetition liabilities and allowed prepetition claims, the Company did not meet

F-51

the criteria set forth in AICPA Statement of Position 90-7, Financial Reporting by Entities in Reorganization (SOP 90-7) required to qualify for fresh start reporting. The reorganization value was determined by an independent valuation obtained by management using discounted projected cash flows and economic and industry information relevant to the operations of the Company. The estimated reorganization value of the Company as of September 27, 2001 was approximately $388 million.

        The historical carrying values for the Company's assets and liabilities are reflected as the basis carried over from the pre-reorganization financial statements, and are comparable to the combined financial statements prior to the reorganization. Because the Company did not qualify for fresh-start accounting under SOP 90-7, and there was not a sufficient change in ownership to qualify for push-down purchase accounting under Statement of Financial Accounting Standards No. 141, the consolidation of the Debtors and CAMCO into New Edwards has been accounted for as a reorganization of entities under common control. The historical financial statements of the Debtors have been consolidated as if they were a single entity for all periods presented.

(2)    Summary of Significant Accounting Policies

(a)

Description of Business and Revenue Recognition

        The primary business of the Company is the operation of motion picture theatres. As of December 27, 2001 the Company operates 52 theatres in California, Idaho, and Texas.

        Revenues are generated principally through admissions and concessions sales with proceeds received in cash at the point of sale. The Company has an advance ticket sales program to sell Group Activity tickets and Ed Dollars. Ed Dollars are purchased and redeemed dollar for dollar, whereas Group Activity tickets are sold at a discounted price and are subject to certain restrictions. Revenues from advance ticket sales are recorded as deferred revenue and are recognized when the tickets are redeemed. Prior to 1999, the Company had recorded revenue on advance ticket sales based on estimates of usage. During 2000, the Company recognized $8.2 million of previously deferred revenue related to advance tickets sold prior to 1999, based on revised estimates of advance ticket sales not redeemed as of December 26, 2000.

        The ability of the Company to operate depends on the availability of marketable motion pictures. The Company currently obtains the motion pictures for its theatres from ten major film distributors as well as numerous smaller independent film distributors. Film rental costs are recognized based on the applicable box office receipts and the terms of the film licenses.

(b)

Basis of Presentation and Principles of Consolidation

        The financial statements of the Company as of December 26, 2000 and for the years ended December 26, 2000 and December 28, 1999 and for the period from December 27, 2000 to September 27, 2001 present the combined financial statements of the Debtors, which included 20 corporations, 20 partnerships and 19 LLC's, all of which were under common control. In connection with the recapitalization agreement described in note 1, 56 of the 59 entities under common ownership prior to the recapitalization were merged into Edwards Theatres, Inc., with the remaining entities becoming wholly owned subsidiaries of Edwards Theatres, Inc.

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        The consolidated financial statements of the Company as of December 27, 2001 and for the period from September 28, 2001 to December 27, 2001 include Edwards Theatres, Inc. and its wholly owned subsidiaries. All intercompany amounts have been eliminated in consolidation.

(c)

Bankruptcy Accounting

        The Company has applied the provisions of Statement of Position (SOP) 90-7, Financial Reporting by Entities in Reorganization Under the Bankruptcy Code. SOP 90-7 does not change the application of generally accepted accounting principles in the preparation of financial statements. However, it does require that the financial statements for periods including and subsequent to filing the Chapter 11 petition distinguish transactions and events that are directly associated with the reorganization from the ongoing operations of the business (see note 6).

(d)

Use of Estimates

        The preparation of financial statements in conformity with generally accepted accounting principles requires management to make estimates and assumptions that affect the reported amounts of assets, liabilities, revenues, and expenses, as well as disclosure of contingent assets and liabilities. Actual results could differ from those estimates.

(e)

Cash and Cash Equivalents

        The Company invests its excess cash in money market funds and short-term certificates of deposit. The Company considers short-term, highly liquid investments with original maturities of three months or less when purchased to be cash equivalents.

(f)

Restricted Cash

        The Company established a $35.0 million cash reserve, which was funded on the Effective Date for the payment of allowed Class 5A claims, which thereafter will be the lesser of (i) $20 million; or (ii) the sum of the unpaid: (a) disputed Class 5A claims that have elected the cash option (see note 3); and (b) allowed Class 5A claims that have elected the cash option. The restricted cash has been placed in a segregated account in which the holders of the allowed Class 5A claims that have elected the cash option have a first priority security interest. The restricted cash is classified as a current asset as the related claims are classified as current liabilities.

        In addition, the Company has deposited an additional $1.9 million into a separate segregated account as part of a settlement agreement with one Class 5A claim holder.

(g)

Marketable Equity Securities

        Management determines the appropriate classification of marketable equity securities at the time of purchase and reevaluates such designation as of each balance sheet date. Prior to their sale in 2000, marketable equity securities were classified as available-for-sale. Accordingly, securities were carried at fair value, with the unrealized gains and losses, net of tax, reported as a separate component of other comprehensive income. Realized gains and losses and declines in value judged to be other than temporary are included in results of operations. The cost of securities sold is based on the specific identification method. Dividends are included in results of operations.

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(h)Property and Equipment

        Property and equipment are recorded at cost. For assets placed in service during 1987 to 1995, depreciation is computed using accelerated methods for financial reporting and tax purposes. For assets placed in service prior to 1987 and subsequent to 1995, depreciation is computed using the straight-line method for financial reporting purposes. The useful lives used for depreciation purposes are as follows:

Buildings and leasehold improvements	5 to 31 years
Furniture, fixtures, and equipment	3 to 10 years

        The useful life assigned to leasehold improvements has been estimated based upon the lesser of the useful life of the asset or the noncancelable lease term.

(i)Other Assets

        Included in other assets at December 27, 2001 and December 26, 2000 are approximately $6.1 million and $5.7 million, respectively, of costs related to debt financing, net of accumulated amortization. These costs are being amortized to interest expense using the effective-interest method over the terms of the underlying debt instruments. Also included in other assets are approximately $1.8 million and $2.2 million, respectively, in lease rights, net of accumulated amortization of $0.80 million and $1.0 million, respectively, as of December 27, 2001 and December 26, 2000, respectively. Lease rights represent the present value of the amounts that the fair market value lease rates, determined at the date the leases were acquired, exceed the stated lease rates contained in the leases. Lease rights are amortized on a straight-line basis over the remaining term of the underlying leases on the date of acquisition, which averages approximately 20 years. Amortization expense for lease rights approximated $131,000, $220,000, and $384,000 for 2001, 2000, and 1999, respectively. In connection with the write-offs recorded as a component of net loss on sales and impairment of long-lived assets during 2001 and 2000, approximately $168,000 and $3.0 million, respectively, of these lease rights were written off as the related theaters were closed (note 8).

(j)Advertising

        The Company expenses advertising costs when incurred. The Company incurred advertising expense of approximately $7.2 million, $9.0 million, and $9.6 million in 2001, 2000, and 1999, respectively.

(k)Income Taxes

        The Company provides for income taxes under the asset and liability method. Accordingly, deferred income tax assets and liabilities are computed for differences between the financial statement and tax basis of assets and liabilities that will result in taxable or deductible amounts in the future based on enacted tax laws and rates applicable to the period in which the differences are expected to affect taxable income.

        During 1997, three of the corporations within the consolidated group elected to be taxed as S corporations under the Internal Revenue Code. Management of the Company made the same

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election during 1998 for the remaining corporations, except for Edwards Entertainment 2000, Inc. which was a C corporations.

        In connection with the Recapitalization, the Company became a C Corporation effective September 28, 2001. The conversion created a gross deferred tax asset of $18.9 million and gross deferred tax liability of $8.4 million, which were based upon the temporary book to tax differences existing at the date of termination of the Company's S Corporation status. A valuation allowance of $10.5 million was established at September 28, 2001 against the net deferred tax asset. Therefore, there was no recorded income tax expense or benefit resulting from the conversion from S Corporations to a C Corporation. The pro forma tax expense as if the Company and its subsidiary entities had been consolidated C Corporations is not materially different than historical tax expense for all periods presented. The undistributed retained earnings of the Company as of the date of termination of S Corporation status totaling $22.3 million has been reflected as a constructive capital contribution in the accompanying consolidated statement of stockholders' equity.

(l)Impairment of Long Lived Assets

        The Company applies the provisions of Statement of Financial Accounting Standards No. (Statement) 121, Accounting for the Impairment of Long-Lived Assets and for Long-Lived Assets to Be Disposed Of. The Company reviews for the impairment of long-lived assets to be held and used in the business whenever events or changes in circumstances indicate that the carrying amount of an asset or a group of assets may not be recoverable. The Company considers a trend of operating results that are not inconsistent with management's expectation to be the primary indicator of potential impairment. For the purposes of Statement 121, assets are generally evaluated for impairment at the theatre level, which management believes is the lowest level for which there are identifiable cash flows. In certain limited cases, a theatre may be aggregated with another theatre if it is geographically located near another theatre, and where the closure of one theatre would impact the Company's ability to obtain motion pictures from major film distributors for either theatre. The Company considers a theatre to be impaired if a forecast of future operating cash flows directly related to the theatre, including disposal value, if any, is less than its carrying amount. If a theatre is determined to be impaired, the loss is measured as the amount by which the carrying amount of the theatre exceeds its fair value. Fair value is based on management's estimates determined using the best information available, including the results of valuation techniques such as discounting estimated future cash flows as if the decision to continue to use the impaired theatres was a new investment decision. Considerable management judgment is necessary to estimate discounted future cash flows and fair value. Actual fair value of an asset is the amount at which the asset could be bought or sold in a current transaction between willing parties, accordingly, actual fair value results could vary significantly from such estimates. It is reasonably possible that the Company's estimate that it will recover the remaining carrying value of theatre assets will change in the near term.

        Based on projected cash flows of underperforming theatres, a noncash impairment charge of approximately $4.4 million, $1.8 million, and $31.3 million was recorded in 2001, 2000, and 1999, respectively, to reduce the carrying amount of the Company's operating but impaired theatres and

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other long-lived assets to management's estimates of fair value. The impairment charges are included in Net Loss on Sales and Impairment on Long-Lived Assets. (note 8).

(m)Concentration of Business and Credit Risk

        The Company maintains bank accounts with financial institutions with funds insured by the Federal Deposit Insurance Corporation (FDIC) up to $100,000. The Company's accounts at these institutions may exceed the FDIC insured limit at times. The Company has not experienced any losses in such accounts.

        The Company purchases concessions from several different vendors, however, during 2001, 2000, and 1999 approximately 80%, 77%, and 90% of the concessions, respectively, were purchased from one vendor. To date, the Company has been able to obtain concessions from this vendor as needed, and management believes that other suppliers could provide for the Company's needs on comparable terms.

(n)Fair Value of Financial Instruments

        Cash and cash equivalents, accounts receivable, accounts payable and accrued liabilities are financial instruments for which the carrying value approximates fair value because of the short-term maturity of these instruments.

(o)Reclassifications

        Certain prior year amounts have been reclassified to conform to the current year presentation.

(p)Fiscal Year

        The Debtors' financial statements were kept on an accounting cycle through fiscal 2000 which resulted in 13 weeks being included in each accounting quarter. This method would have resulted in a fiscal year end of December 25, 2001. However, on the Effective Date, the Company changed to a Friday through Thursday accounting cycle, accordingly its fiscal year ends on the last Thursday of the month. As a result, fiscal year 2001 ended December 27, 2001. During 2000 and 1999, the Company's fiscal year ended on the last Tuesday in December. As a result, fiscal year 2000 ended on December 26, 2000 and fiscal year 1999 ended on December 28, 1999.

(q)New Accounting Pronouncements

        In July 2001, the FASB issued SFAS No. 142, Goodwill and Other Intangible Assets, which the Company will adopt on December 28, 2001, the first day of its fiscal 2002 year. SFAS No. 142 requires that goodwill and other intangible assets with indefinite useful lives no longer be amortized, but instead tested for impairment at least annually. The adoption of this standard is not expected to have a material impact on the financial position of the operation of the Company.

        In August 2001, the FASB issued SFAS No. 144, Accounting for the Impairment or Disposal of Long-Lived Assets (SFAS No. 144). SFAS No. 144 addresses financial accounting and reporting for the impairment or disposal of long-lived assets. This Statement requires that long-lived assets be reviewed for impairment whenever events or changes in circumstances indicate that the carrying amount of an asset may not be recoverable. Recoverability of assets to be held and used is measured by a comparison of the carrying amount of an asset to future net cash flows expected to

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be generated by the asset. If the carrying amount of an asset exceeds its estimated future cash flows, an impairment charge is recognized by the amount by which the carrying amount of the asset exceeds the fair value of the asset. SFAS No. 144 requires companies to separately report discontinued operations and extends that reporting to a component of an entity that either has been disposed of (by sale, abandonment, or in a distribution to owners) or is classified as held for sale. Assets to be disposed of are reported at the lower of the carrying amount or fair value less costs to sell. The Company is required to adopt SFAS No. 144 on December 28, 2001.

(3)    Extraordinary Gain on Extinguishment of Debt

        In accordance with the Plan, the holders of allowed Class 5A claims are entitled to receive either (i) a cash payment equal to 90% of the allowed claim or (ii) 100% of the allowed Class 5A claim in an unsecured note, bearing interest at 9%, with a 7-year term, requiring semi-annual principal and interest payments beginning March 28, 2002. Generally, all of the holders of allowed Class 5A claims have elected to receive cash, totaling $8.8 million, resulting in an extraordinary gain of $978,000 related to allowed Class 5A claims paid as of December 27, 2001. The Company does not recognize the gain on extinguishment of debt until the holder of the allowed Class 5A claim makes the cash option election and the payment is made.

(4)    Liabilities Subject to Compromise and Bankruptcy Related Liabilities and Claims

        At December 26, 2000 liabilities subject to compromise include certain current and noncurrent liabilities of the Company as of the Petition Date. These liabilities were transferred from their respective prepetition balance sheet accounts to liabilities subject to compromise and have been treated as noncash items in the accompanying fiscal 2000 consolidated statements of cash flows. Nonoperating liabilities and liabilities subject to compromise as of December 26, 2000 are summarized as follows (in thousands):

Accounts payable, trade	$	24,950
Estimated theatre lease rejection and contractual claims		19,676
Accrued interest		13,788
Capital lease obligations		9,902
	$	68,316

        At December 27, 2001 any remaining claims related to the bankruptcy proceedings are recorded in Bankruptcy Related Liabilities and Claims. The accrued amounts include the Company's estimated costs to settle disputed claims (see note 15). These liabilities were transferred from liabilities subject to compromise as of the Effective Date and are summarized as follows as of December 27, 2001 (in thousands):

Theatre lease rejection and contractual claims	$	43,085
Other—tax claims		863
	$	43,948

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(5)    Property and Equipment

        Property and equipment at December 27, 2001 and December 26, 2000 consists of the following (in thousands):

		2001			2000
Land		$	23,486		28,616
Buildings and leasehold improvements			253,962		261,084
Furniture, fixtures, and equipment			131,553		149,180
			409,001		438,880
Accumulated depreciation and amortization			(100,015	)	(87,171	)
			308,986		351,709
Construction in progress			—		180
	Property and equipment, net	$	308,986		351,889

(6)    Reorganization Costs

        The Company has incurred Reorganization related charges of approximately $19.5 million and $18.1 million for the fiscal years ended December 27, 2001 and December 26, 2000, respectively. Reorganization Costs are directly associated with the reorganization proceedings under the Company's Chapter 11 Filings and subsequent Plan. Significant items included in such costs are amounts related to (a) landlord claims related to the rejection of unexpired leases, (net of deferred lease and capital lease obligations), (b) claims related to rejected executory contracts (including construction contracts), (c) the write-off of deferred financing costs, and (d) professional and advisory fees incurred directly related to and subsequent to the bankruptcy filing. Reorganization costs (gains) recorded in fiscal 2001 and 2000 consisted of (in thousands):

	December 27, 2001			December 26, 2000
Theatre lease rejection claims and rejected executory contracts (net of write-off of deferred lease and capital lease obligations of $7,569 in 2001 and $5,865 in 2000)	$	5,176		11,190
Professional advisory fees		13,907		4,184
Write-down of unamortized deferred financing costs associated with prepetition debt		—		1,052
Retention bonus (paid upon completion of Reorganization)		1,297		—
Other		567		1,874
Interest income (prior to Effective Date)		(1,495	)	(194	)
	$	19,452		18,106

(7)    Restructuring Charges

        The Company incurred a charge of approximately $1.6 million associated with change in control payments for ten senior executives during the year ended December 27, 2001. These charges have been

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reflected as Restructuring Charges in the consolidated statement of operations and comprehensive loss. As of December 27, 2001, approximately $1.4 million has been paid.

(8)    Net Loss on Sale and Impairment of Long-Lived Assets

        The following table reflects the amounts recorded in operations relating to impaired assets, closed theatres, and sales of assets (in thousands):

	2001			2000		1999
Write-off of property and equipment associated with theatre closures	$	14,374		19,202		—
Impairment charges		4,420		1,818		31,253
Gain on sale of assets		(741	)	(13,027	)	(613	)
Write-off of lease rights related to closed theatres		168		2,969		—
	$	18,221		10,962		30,640

(9)    Debt Obligations

        As a result of the Plan described in note 1, substantially all of the debt existing prior to the Effective Date was restructured into a $180 million senior credit facility and a $10 million senior unsecured subordinated note. Long-term debt consists of the following at December 27, 2001 and December 26, 2000 (in thousands):

		December 27, 2001			December 26, 2000
Senior secured term loan		$	180,000		213,500
Less current portion			(12,600	)	(213,500	)
	Long term debt	$	167,400		—

        The senior secured term loan is secured by substantially all assets of the Company and bears interest at Libor plus a margin, as defined (6.28% at December 27, 2001). Interest is payable monthly and principal payments are due in various amounts ranging from $2.1 million to $9.1 million beginning June 27, 2002 and continuing quarterly through March 31, 2005, with a final principal payment of $126.7 million due on the maturity date of June 30, 2005. Mandatory prepayments are required based on certain events such as receipt of cash proceeds related to dispositions of assets, refinancing of indebtedness or when allowed claims under the Plan elect or receive the unsecured note option. The senior secured term loan agreement contains various affirmative, restrictive and financial covenants, including various financial ratios and relationships. In addition to these covenants, there are also certain events, as defined, that would constitute an event of default including, but not limited to, cross-defaults, change in control, or conditions that could be expected to have a material adverse effect on the Company, as defined. The Company was in compliance with the covenants at December 27, 2001.

        The senior unsecured subordinated notes are payable to shareholders of the Company. The notes bear interest at 13% per year with principal and interest due on September 29, 2005.

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        The aggregate annual maturities of long-term debt and senior unsecured subordinated notes payable to shareholders are as follows:

Year ending December:
	2002		$	12,600
	2003			16,800
	2004			20,200
	2005			140,725
		Total	$	190,325

(10)    Lease Obligations

(a)Lease Commitments

        Certain of the Company's theatres and equipment are leased under noncancelable leases expiring in various years through 2034. The theatre leases generally provide for the payment of fixed monthly rentals, contingent rentals based on a percentage of revenue over a specified amount, and the payment of property taxes, common area maintenance, insurance, and repairs. The Company, at its option, can renew a substantial portion of its theatre leases, at the then fair rental rate, for various periods with renewal periods ranging from 5 to 20 years. Certain lease agreements are subject to financial covenants. Based on financial results for the year ended December 27, 2001, the Company became in default on three lease agreements at December 27, 2001. However, Company has received waivers on two of the defaults in exchange for lease guarantees executed by certain Company shareholders. One of the landlords has not waived the default but has not taken any action with respect to the rights and remedies under the lease agreement. The Company does not believe that this matter could reasonably be expected to have a material adverse effect on its financial condition, results of operation, or liquidity.

        Upon the approval of the Bankruptcy Court, the Company rejected certain executory contracts, including leases, under the relevant provisions of the Bankruptcy Code. Rejection of a lease gives the lessor the right to assert a prepetition claim against the Company as though the lease had been terminated immediately before the date of the Chapter 11 filing. However, the amount of the claim may be limited by the Bankruptcy Code. Estimated claims for rejected leases and rejected executory contracts (net of deferred lease and capital lease obligations) of $5.2 million and $11.2 million are included in reorganization costs for fiscal 2001 and 2000, respectively (see note 6).

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        Future minimum noncancelable operating lease commitments are as follows (in thousands):

			Other
Year ending December:
	2002		$	41,089
	2003			40,958
	2004			40,404
	2005			39,613
	2006			39,413
	Thereafter			499,833
		Total minimum lease payments	$	701,310

        The Company incurred base and contingent rent expense of $40.3 million, $43.8 million, and $34.5 million for fiscal 2001, 2000, and 1999, respectively.

(b)Sale-Leaseback Transactions

        During 2000, the Company entered into two sale-leaseback transactions with a related party whereby the Company sold and leased back certain properties. The sale resulted in a $3.9 million gain which was deferred and is being amortized over the life of the leaseback. As part of this transaction, an additional location was sold ($3.7 million) with a portion of the building being leased back for corporate use. This resulted in a $621,000 gain being recognized in 2000 and the remaining $1.0 million gain being deferred and amortized over the life of the leaseback. The related leases are being accounted for as operating leases.

        During 1999, the Company entered into four sale-leaseback transactions whereby the Company sold and leased back four theatres. The sales of three theatres resulted in a $1.2 million gain which was deferred and is being amortized over the life of the leasebacks. The sale of the other theatre resulted in a $343,000 loss which was recognized in 1999. The related leases are being accounted for as operating leases.

(11)    Income Taxes

        The components of the income tax provision for the years ended December 27, 2001 and December 26, 2000 are as follows (in thousands):

			2001		2000		1999
Federal:
	Current		$	—	439		115
	Deferred			—	(338	)	—
State:
	Current			114	279		200
	Deferred			—	—		321
		Income taxes	$	114	380		636

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        The tax effects of temporary differences that give rise to significant portions of the deferred tax assets and liabilities at December 27, 2001 and December 26, 2000 are as follows (in thousands):

			2001			2000
Deferred tax assets:
	Capital leases		$	—		32
	Impairment of long-lived assets			8,837		5,195
	Deferred lease obligation			6,912		244
	Net operating loss carryforward			5,192		4,451
	Gain on sale leaseback			2,708		—
	Bankruptcy related liabilities and claims			16,226		2,895
	Goodwill for tax purposes			2,360		—
	Other			1,020		—
		Total gross deferred tax assets		43,255		12,817
	Valuation allowance			(34,101	)	(11,764	)
		Net deferred tax assets		9,154		1,053
Deferred tax liabilities:
	Depreciation and amortization			9,154		198
	Other			—		855
		Total gross deferred tax liabilities		9,154		1,053
		Net deferred tax liabilities	$	—		—

        In determining the possible future realization of deferred tax assets, future taxable income from the following sources are taken into account: (a) the reversal of taxable temporary differences, (b) future operations exclusive of reversing temporary differences and (c) tax planning strategies that, if necessary, would be implemented to accelerate taxable income into years in which net operating losses might otherwise expire. As of December 27, 2001 the valuation allowance against deferred tax assets amounted to $34.1 million. Net operating loss carryforwards at December 27, 2001 are approximately $13.0 million for federal tax purposes, expiring through 2021.

        The Tax Reform Act of 1986 imposed substantial restrictions on the utilization of net operating losses in the event of an "ownership change" of a corporation. Accordingly, the Company's ability to utilize net operating losses may be limited as a result of such an "ownership change," as defined in the Internal Revenue Code. The net operating loss carryforwards attributable to Edwards Entertainment 2000 before the Recapitalization by the Company may be further limited according to these provisions.

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        The reconciliation of the difference between income taxes computed using the statutory U.S. income tax rate and the provision for income taxes is as follows (in thousands):

	2001			2000
Expected federal income tax benefit	$	(10,751	)	(15,536	)
State taxes		114		279
Expected tax expense on income earned by pass through entities		—		11,085
Net deferred tax assets recorded upon conversion to C Corporation		(10,545	)	—
Change in valuation allowance		22,337		5,302
Other		(1,041	)	(750	)
	$	114		380

(12)    Related Party Transactions

(a)Advances to Officers, Employees, and Others

        Through 2000, the Company had made advances to officers, employees, and others which were non-interest bearing and due on demand. During 2000, management of the Company determined the balance of the advances were not collectible, therefore, a valuation allowance of $1.2 million was recorded against the advances in 2000. The charge was recorded in general and administrative expenses.

(b)Advances to Stockholders

        As of December 26, 2000, advances to certain Debtor stockholders aggregated approximately $3.9 million, including accrued interest. During 2000, management of the Company determined the advances were not collectible; therefore, a valuation allowance of $3.9 million was recorded against the advances in 2000. The charge was recorded in general and administrative expenses.

(c)Edwards Cinema Plaza Escondido

        Edwards Cinema Plaza Escondido (ECPE), a company owned principally by Debtor stockholders, leased a theatre complex to Edwards Escondido Venture until May 2000. As of May 2000, the Company had a note receivable approximating $2.2 million due from ECPE. In May 2000, the theatre complex in Escondido was transferred from ECPE to the Company in exchange for forgiving the note receivable. The fair market value of the land was approximately $2.2 million, accordingly, no gain or loss was recorded.

(d)Employment Agreement

        During fiscal 2001, the Company entered into an employment agreement with a shareholder. The employment agreement provides for an annual base salary of $300,000 and expires in 2006.

(e)Noncompete Agreements

        The Company entered into three separate five-year noncompete agreements with three Debtor shareholders in connection with the Recapitalization. The present value of the future obligations of

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$2.7 million are included in other assets and other long-term liabilities at December 27, 2001. The liability will be reduced as cash payments are made over the five-year term, and the asset will be amortized ratably over the life of the agreements.

(f)Debt Conversion by Shareholder

        The Investor Group held approximately $24.0 million in bank debt and approximately $0.6 million in accrued interest as of the Effective Date, which was converted into a (i) $10 million senior unsecured subordinated note and (ii) 16,000 shares of Series A preferred stock and approximately 146,000 shares of Class A common stock.

(g)Shareholder Distribution

        In connection with the Plan, the Debtors shareholders received a $6.0 million cash distribution for 100% of their equity interest in CAMCO, which was a nondebtor entity owned by the Debtor shareholders. CAMCO was merged with and into the Company on the Effective Date.

(h)Legal Services

        A board member is a partner of a law firm that provided legal services to the Debtors and the Company during fiscal 2001 and which received approximately $3.0 million in cash payments.

(13)    Stockholders' Equity

(a)Authorized Shares

        The Company's Amended and Restated Certificate of Incorporation authorizes the issuance of two classes of stock designated as common stock and preferred stock. The Company is authorized to issue 11,000,000 shares. The total authorized number of shares of common stock, par value $0.001 per share, is 10,000,000, of which 2,000,000 shares are designated Class A common stock and 2,000,000 shares are designated Class B common stock. The total authorized number of shares of preferred stock, par value $0.001 is 1,000,000, of which 56,000 shares are designated Series A preferred stock and 15,000 shares are designated Series B preferred stock.

(b)Voting Rights

        Class A common stockholders have the right to two votes per share. Class B common stockholders have the right to one vote per share. Series A and B preferred stockholders have the right to four votes per share. The Class A common stock, Class B common stock, the Series A preferred stock, and the Series B preferred stock shall vote together, without distinction between classes or series.

(c)Dividends and Distributions

        Any dividends declared by the board of directors in excess of preferred dividends will be paid as follows: (i) 10.2% to the Series A preferred stockholders, (ii) 9.8% to the Series B stockholders, and (iii) 80% to common stockholders, on a pro rata basis in each respective category.

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(14)    Redeemable Preferred Stock

        In connection with the Plan, the Company issued 56,000 and 15,000 shares of $0.001 par value, mandatorily redeemable Series A preferred stock and Series B preferred stock, respectively. The Company received $41.4 million in cash and $14.6 million in bank debt for the Series A preferred stock and Class A common stock. The Company estimated the fair value of the Series A preferred stock and Series B preferred stock to be $707.73 and $487.61 per share, respectively, using a discounted cash flow approach. The fair value of the Series B preferred stock issued to the Debtor shareholders of $7.3 million was treated as a distribution in the accompanying consolidated statement of stockholders' equity. The increase in fair value of the Series A preferred stock and Series B preferred stock, from $707.73 and $487.61 per share, respectively, to their redemption value of $1,000 per share, will accrete through a charge directly to retained earnings through the mandatory redemption date of October 2, 2008, using the effective interest method. The total discount from the liquidation value for the Series A and B preferred stock was $16.4 million and $7.7 million, respectively.

        The rights, preferences and privileges of the Series A preferred stock and Series B preferred stock are as follows:

(a)Dividend Provisions

        Dividends, if declared by the board of directors, are payable annually in arrears on October 1^st of each year, commencing on October 1, 2002. The Series A preferred stockholders are entitled to receive an annual dividend of $120 per share and if not declared by the board of directors or if paid after the payment date, interest will accrue on the dividend at a rate of 12% per year, compounded annually. The Series B preferred stockholders are entitled to receive an annual dividend of $80 per share and if not declared by the board of directors or if paid after the payment date, interest will accrue on the dividend at a rate of 12% per year, compounded annually.

(b)Liquidation Preference

        Upon the occurrence of any liquidation, dissolution, or winding up of the Company, whether voluntary or involuntary (Liquidation), the holders of the Series A preferred stock will be paid, before any distribution or payment is made to the holders of Series B preferred stock and common stock, (i) $1,000 per share (as adjusted for any unpaid dividends, splits or recapitalizations) plus (ii) all accrued and unpaid dividends (Series A Preferred Liquidation Preference).

        After the Series A Liquidation Preference has been paid to the holders of the Series A preferred stock, the holders of the Series B preferred stock are entitled to be paid (i) $1,000 per share (as adjusted for any unpaid dividends, splits, or recapitalizations) plus (ii) all accrued and unpaid dividends (Series B Preferred Liquidation Preference).

        After the holders of the Series A and B preferred stock have received their Liquidation Preferences, the remaining assets of the Company will be distributed (i) 10.2% on a pro rata basis to the holders of the Series A preferred stock (ii) 9.8% on a pro rata basis to the holders of the Series B preferred stock and (iii) 80% on a pro rata basis to the holders of the common stock

(c)Conversion Rights

        The Series A and B preferred stock have no conversion rights.

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(d)Voting Rights

        Holders of the each share of both Series A and B preferred stock have the right to vote four votes for each share.

(e)Optional Redemption

        The Company has the right to redeem, at any time, all or any of the shares of the Series A and B preferred stock by paying the liquidation preferences plus a redemption premium.

(f)Mandatory Redemption

        The Company will redeem, on October 2, 2008 all of the outstanding shares of the Series A and B preferred stock by paying the liquidation preferences plus the redemption premiums.

(g)Conditional Investment and Equity Redemption

        As part of the Plan, the Series A preferred stockholders are required to contribute to the Company $0.90 in cash for each $1.00 of allowed Class 5A general unsecured claims that exceed $55 million but are less than $70 million, and the Series A preferred stockholders will concurrently receive from the existing Series B preferred stockholders $1.00 in Series B preferred stock (with a liquidation preference of $1.00 per share) for each $0.90 in cash so contributed.

        If the amount of allowed Class 5A general unsecured claims exceed $70 million, the Series A preferred stockholders are required to contribute to the Company $0.90 in cash for each $1.00 of claims allowed in excess of $70 million (see note 15(a)), and the Series A preferred stockholders will concurrently receive $1.00 in Series C convertible preferred stock for each $1.00 in cash so contributed. In addition, for each $93.75 contributed in cash under this provision by the Series A preferred stockholders for claims allowed in excess of $70 million, the Company will redeem one share of Series B common stock, up to a total of 480,000 shares.

        In accordance with the Plan, the proceeds from the Series B preferred stock will be deposited into the restricted cash account and distributed in payment of allowed Class 5A claims.

        The proceeds from the sale of the Series C convertible preferred stock will be applied by the Company to purchase shares of Class B common stock at a price of $93.75 per share until a total of 480,000 shares of Class B common stock have been purchased. The cash will be deposited into the restricted cash account and will be used to pay allowed Class 5A claims.

(15)    Commitments and Contingencies

(a)Claims, Lawsuits, and Bankruptcy Proceedings

        The Company is involved in a number of claims, lawsuits and proceedings that arose from filing its voluntary petition for relief under Chapter 11 in U.S. Bankruptcy Court. During the period from the Petition Date to the Effective Date of the Plan, the Company had the right, subject to the approval of the Bankruptcy Court, under the relevant provisions of the Bankruptcy Code, to assume or reject certain executory contracts (including construction contracts) and unexpired leases, including real property leases. Certain parties to such executory contracts and unexpired leases with the Company, including parties to such real property leases, may file motions

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with the Bankruptcy Court seeking to require the Company to assume or reject those contracts or leases. In this context, "assumption" requires that the Company cure, or provide adequate assurance that it will cure, all existing defaults under the contract or lease and provide adequate assurance of future performance under relevant provisions of the Bankruptcy Code; and "rejection" means that the Company is relieved from its obligations to perform further under the contract or lease. Rejection of an executory contract or lease may constitute a breach of that contract assuming, among other things, the enforceability of that contract, and may afford the nondebtor party the right to assert a claim against the bankruptcy estate for damages arising out of the breach, which claim shall be allowed or disallowed as a pre-petition claim.

        Prepetition claims that were contingent, unliquidated, or disputed as of the commencement of the Company's Chapter 11 cases, including, without limitation, those that arose in connection with rejection of executory contracts or unexpired leases, may be allowed or disallowed. Certain claims were fixed by the Bankruptcy Court or otherwise settled or agreed upon by the parties. However, certain claims remained unsettled upon Reorganization and are subject to ongoing negotiation and possible litigation. The aggregate unsettled claims against the Company approximate $150 million at December 27, 2001 based upon the claims filed with the Bankruptcy Court.

        Based on the complexity of the matters and the number of cases, management is not able to estimate a reasonably possible range of loss for these claims. Under Statement of Financial Accounting Standards No. 5, Accounting For Contingencies, the Company has not accrued for any possible losses that cannot be estimated. However, the Company has a balance accrued of approximately $44 million as of December 27, 2001 as its estimate of the probable costs to resolve the outstanding matters for which an estimate of probable loss can be made, which is recorded in bankruptcy related liabilities and claims (see note 4). These amounts were determined by management, based on its examination of these matters, its experience to date, and discussions with legal counsel. It is reasonably possible in the near term that the resolution in any reporting period of one or more of these matters could have a material adverse effect on the Company's results of operations for that period. The Company has a Conditional Investment and Equity Redemption provision with the Investor Group if the ultimate settlement of these claims exceeds certain amounts (see note 14(g)). As a result, the Company does not expect the ultimate resolution of these matters to have a material adverse effect on its financial position or liquidity.

(b)Litigation

        The Company is subject to other claims and lawsuits arising in the ordinary course of business. In the opinion of management, the ultimate resolution of these matters will not have a material adverse effect on the Company's consolidated financial position, results of operations or liquidity.

(16)    Subsequent Events

        In January 2002, the Company announced that it would be relocating its corporate headquarters to Knoxville, Tennessee. In connection with the relocation, the Company expects to record a charge in the first quarter of fiscal 2002, primarily for employee related costs and write down of certain assets to net realizable values. The move is expected to be substantially completed by May 2002.

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        On March 7, 2002, the Company amended its $180 million Restructured Term Credit Agreement which allowed it to change the Company's fiscal year end to December 27, 2001.

        On April 12, 2002, the Company's stockholders exchanged 100% of their equity interests in Edwards Theatres, Inc. for equity ownership in Regal Entertainment Group (REG). REG is an entity formed and controlled by Anschutz. Also on April 12, 2002, REG exchanged its stock for stock in three other theatre companies commonly controlled by Anschutz.

        On April 17, 2002, approximately $180 million principal amount of the senior bank debt and $10.3 million principal amount of senior unsecured subordinated notes payable were repaid with proceeds received from REG.

        On April 17, 2002, the Company redeemed its Series A and Series B preferred stock for approximately $75 million with proceeds received from REG. In connection with the repayment of the indebtedness and redemption of the subordinated notes and preferred stock, the Company became a wholly owned subsidiary of Regal Cinemas, Inc.

F-68

EDWARDS THEATRES, INC. AND SUBSIDIARIES

Unaudited Condensed Consolidated Balance Sheets

(In Thousands, Except Share Data)

				March 28, 2002		December 27, 2001
Assets
Current assets:
	Cash and cash equivalents			$	38,503		44,575
	Restricted cash				23,628		28,151
	Accounts receivable				595		1,194
	Inventories				1,062		997
	Prepaid expenses and other current assets				8,426		4,163
			Total current assets		72,214		79,080
Property and equipment, net					304,940		308,986
Other assets					8,769		9,337
					385,923	$	397,403
Liabilities and Stockholders' Equity
Current liabilities:
	Accounts payable				13,663	$	23,358
	Accrued liabilities				20,117		12,314
	Deferred revenue				12,710		14,967
	Current portion of long-term debt				14,700		12,600
	Bankruptcy related liabilities and claims				31,911		43,948
			Total current liabilities		93,101		107,187
Long-term debt					165,300		167,400
Senior unsecured subordinated notes payable to shareholders					10,650		10,325
Deferred gain on sale-leaseback of assets					6,179		6,297
Accrued lease obligations					18,289		17,281
Other long-term liabilities					5,300		4,272
			Total long-term liabilities		205,718		205,575
					298,819		312,762
Commitments and contingencies
Preferred stock, $0.001 par value, 1,000,000 shares authorized:
	Redeemable cumulative Series A preferred stock, $0.001 par value (liquidation and redemption value of $56,000,000), issued and outstanding 56,000 shares				39,774		39,703
	Redeemable cumulative Series B preferred stock, $0.001 par value (liquidation and redemption value of $15,000,000), issued and outstanding 15,000 shares				7,360		7,337
Stockholders' equity:
	Common stock, $0.001 par value, 10,000,000 shares authorized in 2001:
		Class A common stock, $0.001 par value. Authorized 2,000,000 shares; issued and outstanding 510,000 shares			1		1
		Class B common stock, $0.001 par value. Authorized 2,000,000 shares; issued and outstanding 490,000 shares			1		1
	Additional paid-in capital				38,889		38,889
	Retained earnings (accumulated deficit)				1,079		(1,290	)
			Total stockholders' equity		39,970		37,601
					385,923	$	397,403

See accompanying notes to unaudited condensed consolidated financial statements.

F-69

EDWARDS THEATRES, INC. AND SUBSIDIARIES

Unaudited Condensed Consolidated Statements of Operations

(In Thousands)

			Quarter Ended
			March 28, 2002			March 29, 2001
Net revenues:
	Admissions		$	64,636		60,695
	Concessions			24,041		20,914
	Other			1,759		753
		Total net revenues		90,436		82,362
Costs and expenses:
	Film exhibition costs			32,267		31,724
	Concession costs			3,404		3,981
	Other theatre operating expenses			31,037		31,190
	General and administrative expenses			4,210		3,657
	Depreciation and amortization			7,489		6,721
	Legal and professional fees—restructuring related			5,800		183
	Net loss on sales and impairments of long-lived assets			—		(96	)
		Total costs and expenses		84,207		77,360
		Operating income (loss)		6,229		5,002
Other income (expense):
	Interest and other income			129		—
	Interest expense			(3,441	)	(6,428	)
		Total other expense		(3,312	)	(6,428	)
Reorganization costs (recovery), net				—		(2,470	)
		Income before income taxes and extraordinary item		2,917		1,044
Income taxes				1,161		—
		Income before extraordinary item		1,756		1,044
Extraordinary gain on extinguishment of debt				707		—
		Net income		2,463		1,044
Less accretion of redeemable preferred stock to redemption value				94		—
		Net income applicable to common stockholders		2,369		1,044

See accompanying notes to unaudited condensed consolidated financial statements.

F-70

EDWARDS THEATRES, INC. AND SUBSIDIARIES

Unaudited Condensed Consolidated Statements of Cash Flows

(In Thousands)

					Quarter Ended
					March 28, 2002		March 29, 2001
Cash flows from operating activities:
	Net income				2,463		1,044
	Adjustments to reconcile net loss to net cash provided by operating activities:
		Noncash reorganization items			—		(4,179	)
		Extraordinary gain on extinguishment of debt			(1,174	)	—
		Depreciation and amortization			7,489		6,721
		Amortization of deferred gain on sale leaseback			(118	)	(118	)
		Amortization of deferred issuance costs			405		328
		Net loss on sales and impairments of long-lived assets			—		(96	)
		Changes in operating assets and liabilities:
			Accounts receivable, prepaid expenses, and inventories		(3,729	)	1,381
			Accounts payable and accrued liabilities		(1,126	)	2,338
			Deferred revenue		(2,257	)	(1,435	)
			Other long-term liabilities		262		371
			Deferred lease obligations		1,008		1,106
			Bankruptcy related claims		(10,863	)	—
				Net cash provided by (used in) operating activities	(7,640	)	7,461
Cash flows from investing activities:
	Purchases of property and equipment				(3,277	)	(1,167	)
	Proceeds from sale of property and equipment				—		86
	Change in other assets				(3	)	10
	Increase in restricted cash—funding of Class 5A claims reserve				(6,000	)	—
	Decrease in restricted cash—payments of Class 5A allowed claims				10,523		—
				Net cash provided by (used in) investing activities	1,243		(1,071	)
Cash flows from financing activities:
	Principal payments on capital lease obligations				—		(27	)
	Interest on subordinated debt				325		—
				Net cash provided by (used in) financing activities	325		(27	)
				Net increase (decrease) in cash and cash equivalents	(6,072	)	6,363
Cash and cash equivalents at beginning of period					44,575		42,145
Cash and cash equivalents at end of period					38,503		48,508

See accompanying notes to unaudited condensed consolidated financial statements.

F-71

EDWARDS THEATERS, INC. AND SUBSIDIARIES

Notes to Unaudited Condensed Consolidated Financial Statements

Quarters ending March 28, 2002 and March 29, 2001

(1)    Basis of Presentation

        The primary business of the Company is the operation of motion picture theatres.

        The financial statements of the Company for March 29, 2001 present the combined financial statements of certain corporations, partnerships and LLC's, all of which were under common control. In connection with the recapitalization agreement, in September 2001 the entities under common ownership prior to the recapitalization were merged into Edwards Theatres, Inc., with the remaining entities becoming wholly owned subsidiaries of Edwards Theatres, Inc.

        The Company, without audit, has prepared the condensed consolidated balance sheet as of March 28, 2002, and the condensed consolidated statements of operations and cash flows for the quarters ended March 28, 2002 and March 29, 2001, respectively. In the opinion of management, all adjustments (which include only normal recurring adjustments) necessary to present fairly in all material respects the financial position, results of operations and cash flows for all periods presented have been made. The December 27, 2001 information is derived from the audited December 27, 2001 consolidated financial statements, included elsewhere herein. Users should read these condensed consolidated financial statements in conjunction with the consolidated financial statements and notes thereto included in the audited financial statements. The results of operations for the quarter ended March 28, 2002 are not necessarily indicative of the operating results for the full year.

(2)    New Accounting Pronouncements

        In July 2001, the FASB issued SFAS No. 142, Goodwill and Other Intangible Assets, which the Company will adopt on December 28, 2001, the first day of its fiscal 2002 year. SFAS No. 142 requires that goodwill and other intangible assets with indefinite useful lives no longer be amortized, but instead tested for impairment at least annually. The adoption of this standard did not have a material impact on the financial statements of the Company.

        In August 2001, the FASB issued SFAS No. 144, Accounting for the Impairment or Disposal of Long-Lived Assets (SFAS No. 144). SFAS No. 144 addresses financial accounting and reporting for the impairment or disposal of long-lived assets. This Statement requires that long-lived assets be reviewed for impairment whenever events or changes in circumstances indicate that the carrying amount of an asset may not be recoverable. Recoverability of assets to be held and used is measured by a comparison of the carrying amount of an asset to future net cash flows expected to be generated by the asset. If the carrying amount of an asset exceeds its estimated future cash flows, an impairment charge is recognized by the amount by which the carrying amount of the asset exceeds the fair value of the asset. SFAS No. 144 requires companies to separately report discontinued operations and extends that reporting to a component of an entity that either has been disposed of (by sale, abandonment, or in a distribution to owners) or is classified as held for sale. Assets to be disposed of are reported at the lower of the carrying amount or fair value less costs to sell. The adoption of SFAS No. 144 did not have a material impact on the financial statements of the Company.

(3)    Relocation

        In January 2002, the Company announced that it would be relocating its corporate headquarters to Knoxville, Tennessee. In connection with the relocation, the Company recorded a charge in the first

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quarter of fiscal 2002 of $3.1 million, primarily for employee related costs and write down of certain assets to net realizable values. The move is expected to be substantially completed by mid-2002.

(4)    Subsequent Events

        On April 12, 2002, the Company's stockholders exchanged 100% of their equity interests in Edwards Theatres, Inc. for equity ownership in Regal Entertainment Group (REG). REG is an entity formed and controlled by Anschutz. Also on April 12, 2002, REG exchanged its stock for stock in three other theatre companies commonly controlled by Anschutz.

        On April 17, 2002, approximately $180 million principal amount of the senior bank debt and $10.3 million principal amount of senior unsecured subordinated notes payable were repaid with proceeds received from REG.

        On April 17, 2002, the Company redeemed its Series A and Series B preferred stock for approximately $75 million with proceeds received from REG. In connection with the repayment of the indebtedness and redemption of the subordinated notes and preferred stock, the Company became a wholly owned subsidiary of Regal Cinemas, Inc.

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PART II

INFORMATION NOT REQUIRED IN THE PROSPECTUS

Item 20.    Indemnification of Directors and Officers.

SECTION 145 OF DELAWARE GENERAL CORPORATION LAW. Section 145 of the Delaware General Corporation Law, or DGCL, provides that a corporation may indemnify any person who was or is a party or is threatened to be made a party to any threatened, pending or completed action, suit or proceeding, whether civil, criminal, administrative or investigative (other than an action by or in the right of the corporation) by reason of the fact that the person is or was a director, officer, employee, or agent of the corporation, or is or was serving at the request of the corporation as a director, officer, employee or agent of another corporation, partnership, joint venture, trust or other enterprise against expenses (including attorneys' fees), judgments, fines and amounts paid in settlement actually and reasonably incurred by him in connection with such action, suit, or proceeding if the person acted in good faith and in a manner the person reasonably believed to be in or not opposed to the best interests of the corporation, and, with respect to any criminal action or proceeding, had no reasonable cause to believe the person's conduct was unlawful.

        Section 145 also provides that a corporation may indemnify any person who was or is a party or is threatened to be made a party to any threatened, pending, or completed action or suit by or in the right of the corporation to procure a judgment in its favor by reason of the fact that he is or was a director, officer, employee or agent of the corporation, or is or was serving at the request of the corporation as a director, officer, employee or agent of another corporation, partnership, joint venture, trust or other enterprise against expenses (including attorneys' fees) actually and reasonably incurred by the person in connection with the defense or settlement of such action or suit if the person acted in good faith and in a manner the person reasonably believed to be in or not opposed to the best interests of the corporation and except that no indemnification shall be made in respect of any claim, issue or matter as to which such person shall have been adjudged to be liable to the corporation unless and only to the extent that the Court of Chancery of Delaware or the court in which such action or suit was brought shall determine upon application that, despite the adjudication of liability but in view of all the circumstances of the case, such person is fairly and reasonably entitled to indemnity for such expenses which the Court of Chancery of Delaware or such other court shall deem proper.

        To the extent that a present or former director or officer of a corporation has been successful on the merits or otherwise in defense of any action, suit or proceeding referred to above, or in defense of any claim, issue or matter therein, such person shall be indemnified against expenses (including attorneys' fees) actually and reasonably incurred by such person in connection therewith; provided that indemnification provided for by Section 145 or granted pursuant thereto shall not be deemed exclusive of any other rights to which the indemnified party may be entitled; and a corporation shall have power to purchase and maintain insurance on behalf of any person who is or was a director, officer, employee or agent of the corporation, or is or was serving at the request of the corporation as a director, officer, employee or agent of another corporation, partnership, joint venture, trust or other enterprise against any liability asserted against such person and incurred by such person in any such capacity or arising out of such person's status as such whether or not the corporation would have the power to indemnify such person against such liabilities under Section 145.

        In addition, Section 102(b)(7) of the DGCL permits Delaware corporations to include a provision in their certificates of incorporation eliminating or limiting the personal liability of a director to the corporation or its stockholders for monetary damages for breach of fiduciary duty as a director, provided that such provisions shall not eliminate or limit the liability of a director: (i) for any breach of the director's duty of loyalty to the corporation or its stockholders; (ii) for acts or omissions not in good faith or that involve intentional misconduct or a knowing violation of law; (iii) for unlawful

II-1

payment of dividends or unlawful stock purchases or redemptions; or (iv) for any transactions from which the director derived an improper personal benefit.

        Our Certificate of Incorporation currently provides that each director shall not be personally liable to us or our stockholders for monetary damages for breach of fiduciary duty as a director, except (i) for any breach of the director's duty of loyalty to us or our stockholders, (ii) for acts or omissions which are not in good faith or which involve intentional misconduct or knowing violation of the law, (iii) for any matter in respect of which such director shall be liable under Section 174 of Title 8 of the DGCL or any amendment thereto or successor provision thereto, or (iv) for any transaction from which the director shall have derived an improper personal benefit.

BYLAW PROVISIONS ON INDEMNITY. Article 5 of our Bylaws sets forth the extent to which our directors and officers may be indemnified by us against liabilities which they may incur while serving in such capacity. Article 5 generally provides that we shall indemnify, to the fullest extent authorized by the DGCL, our directors and officers who are or were a party to any threatened, pending, or contemplated action, suit or proceeding, whether civil, criminal, administrative or investigative, by reason of the fact that he or she or a person of whom he or she is the legal representative, is or was our director or officer, or is or was serving at our request as a director, officer, employee or agent of any other corporation, partnership, joint venture, employee benefit plan, trust or other enterprise, or by reason of any action alleged to have been taken or omitted in such capacity, against expenses, liability and loss (including, without limitation, attorneys' fees, judgments, fines, excise taxes or penalties under the Employee Retirement Income Security Act of 1974, and amounts paid or to be paid in settlement) reasonably incurred in connection therewith, provided that the applicable standard of conduct set forth in Section 145 of the DGCL was met and, provided further, that such indemnification shall be limited to expenses (including attorneys' fees) actually and reasonably incurred in the case of an action or suit by or in the right of our corporation to procure a judgment in our favor. Subject to the procedures for indemnification of directors and officers set forth in the By-laws, the indemnification of our directors and officers provided for therein is in all other respects substantially similar to that provided for in Section 145 of the DGCL. Any such indemnification shall continue as to a person who has ceased to be our director or officer and shall inure to the benefit of the heirs, executors, and administrators of such person.

        The above discussion of our Bylaws and of Section 145 of the DGCL law is not intended to be exhaustive and is qualified in its entirety by such Bylaws and the DGCL.

INDEMNIFICATION AGREEMENTS. Regal Cinemas, Inc. has entered into indemnification agreements with each of Michael L. Campbell, Peter B. Brandow, Gregory W. Dunn and Amy E. Miles. The indemnification agreements provide that Regal Cinemas, Inc. will indemnify each of those individuals against claims arising out of events or occurrences related to that individual's service as an agent of Regal Cinemas, Inc., except among other restrictions to the extent such claims arise from conduct that was knowingly fraudulent, a knowing violation of law or of any policy of Regal Cinemas, Inc., deliberately dishonest or in bad faith or constituted willful misconduct.

        Insofar as indemnification for liabilities arising under the Securities Act may be permitted to directors, officers or persons controlling the registrants as disclosed above, the registrants have been informed that in the opinion of the SEC such indemnification is against public policy as expressed in the Securities Act and is therefore unenforceable.

II-2

ITEM 21. Exhibits and Financial Statement Schedules.

(a)

Exhibits.

Exhibit Number	Description of Exhibits
2.1	Regal Cinema Amended Joint Plan of Reorganization dated December 5, 2001 (filed as exhibit 2.1 to Regal Entertainment Group's Registration Statement as Form S-1 (Commission File No. 333-84096) filed March 8, 2002, and incorporated herein by reference)
2.2	Regal Cinemas Disclosure Statement dated September 6, 2001 (filed as exhibit 2.3 to Regal Cinemas, Inc.'s Form 10-Q for the fiscal quarter ended September 27, 2001 (Commission File No. 333-52943), and incorporated herein by reference)
3.1	Amended and Restated Certificate of Incorporation of Regal Cinemas Corporation†
3.2	Amended and Restated Bylaws of Regal Cinemas Corporation†
3.3	Second Amended and Restated Charter of Regal Cinemas, Inc.
3.4	Bylaws of Regal Cinemas, Inc.
3.5	Certificate of Incorporation of R.C. Cobb, Inc., as amended
3.6	Bylaws of R.C. Cobb, Inc.
3.7	Articles of Incorporation of Cobb Finance Corp.
3.8	Bylaws of Cobb Finance Corp.
3.9	Certificate of Incorporation of Regal Investment Company
3.10	Bylaws of Regal Investment Company
3.11	Restated Certificate of Incorporation of Act III Cinemas, Inc. (formerly Media Horizons Acquisition Corporation), as amended
3.12	Restated and Amended Bylaws of Act III Cinemas, Inc.
3.13	Certificate of Incorporation of Act III Theatres, Inc.
3.14	Restated and Amended Bylaws of Act III Theatres, Inc.
3.15	Certificate of Incorporation of A 3 Theatres of Texas, Inc.
3.16	Bylaws of A 3 Theatres of Texas, Inc., as amended
3.17	Fourth Amended and Restated Certificate of Limited Partnership of A 3 Theatres of San Antonio, Ltd.
3.18	Second Amended and Restated Agreement of Limited Partnership of A 3 Theatres of San Antonio, Ltd.
3.19	Articles of Incorporation of General American Theatres, Inc., as amended
3.20	Amended and Restated Bylaws of General American Theatres, Inc.
3.21	Articles of Incorporation of Broadway Cinema, Inc., as amended
3.22	Amended and Restated Bylaws of Broadway Cinema, Inc.
3.23	Articles of Incorporation of TEMT Alaska, Inc., as amended
3.24	Bylaws of TEMT Alaska, Inc., as amended

II-3

3.25	Articles of Incorporation of J.R. Cinemas, Inc., as amended
3.26	Amended and Restated Bylaws of J.R. Cinemas, Inc.
3.27	Articles of Incorporation of Eastgate Theatre, Inc., as amended
3.28	Amended and Restated Bylaws of Eastgate Theatre, Inc.
3.29	Certificate of Incorporation of Regal Cinemas Holdings, Inc.
3.30	Amended and Restated Bylaws of Regal Cinemas Holdings, Inc.
3.31	Certificate of Incorporation of Regal Cinemas Group, Inc.
3.32	Bylaws of Regal Cinemas Group, Inc.
3.33	Certificate of Incorporation of Act III Inner Loop Theatres, Inc.
3.34	Bylaws of Act III Inner Loop Theatres, Inc., as amended
3.35	Amended and Restated Certificate of Incorporation of Edwards Theatres, Inc., as amended
3.36	Bylaws of Edwards Theatres, Inc.
3.37	Articles of Incorporation of Florence Theatre Corporation, as amended
3.38	Amended and Restated Bylaws of Florence Theatre Corporation
3.39	Articles of Incorporation of Morgan Edwards Theatre Corporation, as amended
3.40	Amended and Restated Bylaws of Morgan Edwards Theatre Corporation
3.41	Articles of Incorporation of United Cinema Corporation, as amended
3.42	Amended and Restated Bylaws of United Cinema Corporation
4.1	Indenture dated as of January 29, 2002 among Regal Cinemas Corporation, the Guarantors party thereto and U.S. Bank National Association, as trustee, with respect to the 93/8% Senior Subordinated Notes due 2012 (filed as exhibit 4.6 to Regal Entertainment Group's Registration Statement on Form S-1 (Commission File No. 333-84096) filed March 8, 2002, and incorporated herein by reference)
4.2	First Supplemental Indenture, dated as of April 17, 2002, by and among Regal Cinemas Corporation, as Issuer, the Guarantors Party thereto and U.S. Bank National Association, as Trustee (filed as exhibit 4.7 to Regal Entertainment Group's Registration Statement on Form S-1 (Commission File No. 333-84096) filed April 19, 2002, and incorporated herein by reference)
4.3	Second Supplemental Indenture, dated as of April 17, 2002, by and among Regal Cinemas Corporation, as Issuer, Edwards Theatres, Inc., Florence Theatre Corporation, Morgan Edwards Theatre Corporation, United Cinema Corporation, as Guaranteeing Subsidiaries and U.S. Bank National Association, as Trustee (filed as exhibit 4.8 to Regal Entertainment Group's Registration Statement on Form S-1 (Commission File No. 333-84096) filed April 19, 2002, and incorporated herein by reference)
4.4	Form of 93/8% Senior Subordinated Notes due 2012 (included in Exhibit 4.1)†

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4.5	Registration Rights Agreement dated as of January 29, 2002 among Regal Cinemas Corporation, the Guarantors party thereto, Credit Suisse First Boston Corporation and Lehman Brothers Inc. (filed as Exhibit 4.9 to Regal Entertainment Group's Registration Statement on Form S-1 (Commission File No. 333-84096) filed March 8, 2001, and incorporated herein by reference)
4.6	Registration Rights Agreement dated as of April 17, 2002 among Regal Cinemas Corporation, the Guarantors party thereto, and Credit Suisse First Boston Corporation (filed as Exhibit 4.10 to Regal Entertainment Group's Registration Statement on Form S-1 (Commission File No. 333-84096) filed April 19, 2001, and incorporated herein by reference)
4.7	Credit Agreement, dated as of January 29, 2002, among Regal Cinemas Corporation and Regal Cinemas, Inc. as Co-Borrowers, the lenders party thereto, Lehman Brothers Inc., as Sole Advisor, Sole Lead Arranger and Sole Book Manager, Credit Suisse First Boston, as Syndication Agent, General Electric Capital Corporation, as Documentation Agent, and Lehman Commercial Paper Inc., as Administrative Agent (filed as exhibit 4.5 to Regal Entertainment Group's Registration Statement on Form S-1 (Commission File No. 333-84096) filed April 19, 2002, and incorporated herein by reference)
4.8	First Amendment to Credit Agreement and Guarantee and Collateral Agreement, dated as of April 16, 2002, among Regal Cinemas Corporation and Regal Cinemas, Inc., as the borrowers, the lenders party thereto, Lehman Brothers Inc., as Sole Advisor, Sole Lead Arranger and Sole Book Manager, Credit Suisse First Boston, as Syndication Agent, General Electric Capital Corporation, as Documentation Agent, and Lehman Commercial Paper Inc., as Administrative Agent, and Lehman Commercial Paper Inc., as Administrative Agent, (filed as exhibit 4.5.1 to Regal Entertainment Group's Registration Statement on Form S-1 (Commission File No. 333-84096) filed May 8, 2002, and incorporated herein by reference)
5.1	Opinion of Hogan & Hartson L.L.P. as to the validity of the securities being registered
10.1	Employment Agreement, dated May 3, 2002, between Regal Entertainment Group and Michael L. Campbell (filed as exhibit 10.4 to Regal Entertainment Group's Registration Statement on Form S-1 (Commission File No. 333-84096) filed May 6, 2002, and incorporated herein by reference)
10.2	Employment Agreement, dated May 3, 2002, between Regal Entertainment Group and Gregory W. Dunn (filed as exhibit 10.7 to Regal Entertainment Group's Registration Statement on Form S-1 (Commission File No. 333-84096) filed May 6, 2002, and incorporated herein by reference)
10.3	Employment Agreement, dated May 3, 2002, between Regal Entertainment Group and Amy E. Miles (filed as exhibit 10.6 to Regal Entertainment Group's Registration Statement on Form S-1 (Commission File No. 333-84096) filed May 6, 2002, and incorporated herein by reference)
12.1	Statement of Computation of Ratios of Earnings to Fixed Charges
21.1	List of Subsidiaries†
23.1	Consent of KPMG LLP, Independent Public Accountants
23.2	Consent of KPMG LLP, Independent Public Accountants
23.3	Consent of Deloitte & Touche LLP, Independent Auditors
23.4	Consent of Hogan & Hartson L.L.P. (included in Exhibit 5.1)

II-5

24.1	Power of Attorney (included on signature page)†
25.1	Form T-1 Statement of Eligibility and Qualification under the Trust Indenture Act of 1939, as amended, of U.S. Bank National Association, as trustee†
99.1	Form of Letter of Transmittal†
99.2	Form of Notice of Guaranteed Delivery†
99.3	Notice to Brokers†
99.4	Notice to Clients†

†

Previously Filed.

ITEM 22. Undertakings.

        The undersigned Registrant hereby undertakes:

(1)

That, insofar as indemnification for liabilities arising under the Securities Act of 1933 may be permitted to directors, officers and controlling persons of the registrant pursuant to the foregoing provisions, or otherwise, the registrant has been advised that in the opinion of the Securities and Exchange Commission such indemnification is against public policy as expressed in the Securities Act of 1933 and is, therefore, unenforceable. In the event that a claim for indemnification against such liabilities (other than the payment by the registrant of expenses incurred or paid by a director, officer or controlling person of the registrant in the successful defense of any action, suit or proceeding) is asserted by such director, officer, or controlling person in connection with the securities being registered, the registrant will, unless in the opinion of its counsel the matter has been settled by controlling precedent, submit to a court of appropriate jurisdiction the question whether such indemnification by it is against public policy as expressed in the Securities Act of 1933 and will be governed by the final adjudication of such issue.



(2)

To respond to requests for information that is incorporated by reference in the Prospectus pursuant to Items 4, 10(b), 11 or 13 of Form S-4, within one business day of receipt of such request, and to send the incorporated documents by first class mail or other equally prompt means. This includes information contained in documents filed subsequent to the effective date of this registration statement through the date of responding to the request.



(3)

To supply by means of a post-effective amendment all information concerning a transaction, and the company being acquired involved therein, that was not the subject of and included in this registration statement when it became effective.



(4)

To file, during any period in which offers or sales are being made, a post-effective amendment to this registration statement:



(i)

to include any prospectus required by Section 10(a)(3)of the Securities Act;



(ii)

to reflect in the prospectus any facts or events arising after the effective date of this registration statement (or the most recent post-effective amendment hereof) that, individually or in the aggregate, represents a fundamental change in the information set forth in this registration statement. Notwithstanding the foregoing, any increase or decrease in volume of securities offered (if the total dollar value of securities offered would not exceed that which was registered) and any deviation from the low or high end of the estimated maximum offering range may be reflected in the form of prospectus filed

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with the Securities and Exchange commission pursuant to Rule 424(b) if, in the aggregate, the changes in volume and price represent no more than a 20% change in the maximum aggregate offering price set forth in the "Calculation of Registration Fee" table in this registration statement when it becomes effective; and

(iii)

to include any material information with respect to the plan of distribution not previously disclosed in this registration statement or any material change to such information in this registration statement.




(5)

That, for the purpose of determining any liability under the Securities Act, each such post-effective amendment shall be deemed to be a new registration statement relating to the securities offered therein, and the offering of such securities at that time shall be deemed to be the initial bona fide offering thereof.



(6)

To remove from registration by means of a post-effective amendment any of the securities being registered which remain unsold at the termination of the offering.

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SIGNATURES

        Pursuant to the requirements of the Securities Act, each registrant has duly caused this Registration Statement to be signed on its behalf by the undersigned, thereunto duly authorized, in the City of Knoxville, State of Tennessee on June 19, 2002.

REGAL CINEMAS CORPORATION     a Delaware corporation
By:	/s/  MICHAEL L. CAMPBELL Michael L. Campbell Chief Executive Officer
GUARANTORS
REGAL CINEMAS, INC.
By:	/s/  MICHAEL L. CAMPBELL Michael L. Campbell Chief Executive Officer
R.C. COBB, INC. COBB FINANCE CORP. REGAL INVESTMENT COMPANY ACT III CINEMAS, INC. ACT III THEATRES, INC. A 3 THEATRES OF TEXAS, INC. GENERAL AMERICAN THEATRES, INC. BROADWAY CINEMA, INC. TEMT ALASKA, INC. J.R. CINEMAS, INC. EASTGATE THEATRE, INC. REGAL CINEMAS HOLDINGS, INC. REGAL CINEMAS GROUP, INC. ACT III INNER LOOP THEATRES, INC. EDWARDS THEATRES, INC. FLORENCE THEATRE CORPORATION MORGAN EDWARDS THEATRE CORPORATION UNITED CINEMA CORPORATION
By:	/s/  MICHAEL L. CAMPBELL Michael L. Campbell President

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A 3 THEATRES OF SAN ANTONIO LTD. By: A 3 THEATRES OF TEXAS, INC., its general partner
By:	/s/  MICHAEL L. CAMPBELL Michael L. Campbell President

POWER OF ATTORNEY

        Each person whose signature appears below hereby appoints Michael L. Campbell, Peter B. Brandow and Amy E. Miles, and each of them, as his or her true and lawful attorneys-in-fact and agents, with full power of substitution and resubstitution, for him or her and in his or her name, place and stead, in any and all capacities, to sign any and all amendments (including post-effective amendments) to this Registration Statement, and to file the same, with all exhibits thereto and all other documents in connection therewith, with the SEC, granting unto said attorneys-in-fact and agents full power and authority to perform each and every act and thing appropriate or necessary to be done, as fully and for all intents and purposes as he or she might or could do in person, hereby ratifying and confirming all that said attorneys-in-fact and agents or their substitute or substitutes may lawfully do or cause to be done by virtue hereof.

        Pursuant to the requirements of the Securities Act of 1933, this registration statement has been signed by the following persons in the capacities and on the dates indicated.

Signature	Capacity in Which Signed	Date
/s/  MICHAEL L. CAMPBELL Michael L. Campbell	Director of Regal Cinemas Corporation and the Guarantors other than Edwards Theatres, Inc., Florence Theatre Corporation, Morgan Edwards Theatre Corporation and United Cinema Corporation; Chairman of the Board of Regal Cinemas Corporation and Chief Executive Officer of Regal Cinemas Corporation and Regal Cinemas, Inc. and President of the Guarantors (Principal Executive Officer)	June 19, 2002
* Amy E. Miles	Executive Vice President, Chief Financial Officer and Treasurer of Regal Cinemas Corporation, Vice President of the Guarantors and Director of Eastgate Theatre, Inc. (Principal Financial Officer and Principal Accounting Officer)	June 19, 2002
* Philip F. Anschutz	Director of Regal Cinemas Corporation	June 19, 2002
* Craig D. Slater	Director of Regal Cinemas Corporation and Regal Cinemas, Inc.	June 19, 2002

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* Michael F. Bennet	Director of Regal Cinemas Corporation, Regal Cinemas, Inc., Edwards Theatres, Inc., Florence Theatre Corporation, Morgan Edwards Theatre Corporation and United Cinema Corporation	June 19, 2002
* Alfred C. Eckert III	Director of Regal Cinemas Corporation and Regal Cinemas, Inc.	June 19, 2002
* Stephen A. Kaplan	Director of Regal Cinemas Corporation, Regal Cinemas, Inc., Edwards Theatres, Inc., Florence Theatre Corporation, Morgan Edwards Theatre Corporation and United Cinema Corporation	June 19, 2002
* B. James Ford	Director of Regal Cinemas Corporation, Regal Cinemas, Inc., Edwards Theatres, Inc., Florence Theatre Corporation, Morgan Edwards Theatre Corporation and United Cinema Corporation	June 19, 2002
* Gregory W. Dunn	Director of the Guarantors other than Edwards Theatres, Inc., Florence Theatre Corporation, Morgan Edwards Theatre Corporation and United Cinema Corporation	June 19, 2002
* Steven A. Cohen	Director of Edwards Theatres, Inc., Florence Theatre Corporation, Morgan Edwards Theatre Corporation and United Cinema Corporation	June 19, 2002
* Peter B. Brandow	Director of General American Theatres, Inc., Broadway Cinema, Inc., TEMT Alaska, Inc., J.R. Cinemas, Inc. and Eastgate Theatre, Inc.	June 19, 2002

* By: /s/  MICHAEL L. CAMPBELL Michael L. Campbell
ATTORNEY-IN-FACT

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EXHIBIT INDEX

Exhibit Number	Description of Exhibits
2.1	Regal Cinema Amended Joint Plan of Reorganization dated December 5, 2001 (filed as exhibit 2.1 to Regal Entertainment Group's Registration Statement as Form S-1 (Commission File No. 333-84096) filed March 8, 2002, and incorporated herein by reference)
2.2	Regal Cinemas Disclosure Statement dated September 6, 2001 (filed as exhibit 2.3 to Regal Cinemas, Inc.'s Form 10-Q for the fiscal quarter ended September 27, 2001 (Commission File No. 333-52943), and incorporated herein by reference)
3.1	Amended and Restated Certificate of Incorporation of Regal Cinemas Corporation†
3.2	Amended and Restated Bylaws of Regal Cinemas Corporation†
3.3	Second Amended and Restated Charter of Regal Cinemas, Inc.
3.4	Bylaws of Regal Cinemas, Inc.
3.5	Certificate of Incorporation of R.C. Cobb, Inc., as amended
3.6	Bylaws of R.C. Cobb, Inc.
3.7	Articles of Incorporation of Cobb Finance Corp.
3.8	Bylaws of Cobb Finance Corp.
3.9	Certificate of Incorporation of Regal Investment Company
3.10	Bylaws of Regal Investment Company
3.11	Restated Certificate of Incorporation of Act III Cinemas, Inc. (formerly Media Horizons Acquisition Corporation), as amended
3.12	Restated and Amended Bylaws of Act III Cinemas, Inc.
3.13	Certificate of Incorporation of Act III Theatres, Inc.
3.14	Restated and Amended Bylaws of Act III Theatres, Inc.
3.15	Certificate of Incorporation of A 3 Theatres of Texas, Inc.
3.16	Bylaws of A 3 Theatres of Texas, Inc., as amended
3.17	Fourth Amended and Restated Certificate of Limited Partnership of A 3 Theatres of San Antonio, Ltd.
3.18	Second Amended and Restated Agreement of Limited Partnership of A 3 Theatres of San Antonio, Ltd.
3.19	Articles of Incorporation of General American Theatres, Inc., as amended
3.20	Amended and Restated Bylaws of General American Theatres, Inc.
3.21	Articles of Incorporation of Broadway Cinema, Inc., as amended
3.22	Amended and Restated Bylaws of Broadway Cinema, Inc.
3.23	Articles of Incorporation of TEMT Alaska, Inc., as amended
3.24	Bylaws of TEMT Alaska, Inc., as amended
3.25	Articles of Incorporation of J.R. Cinemas, Inc., as amended
3.26	Amended and Restated Bylaws of J.R. Cinemas, Inc.
3.27	Articles of Incorporation of Eastgate Theatre, Inc., as amended

3.28	Amended and Restated Bylaws of Eastgate Theatre, Inc.
3.29	Certificate of Incorporation of Regal Cinemas Holdings, Inc.
3.30	Amended and Restated Bylaws of Regal Cinemas Holdings, Inc.
3.31	Certificate of Incorporation of Regal Cinemas Group, Inc.
3.32	Bylaws of Regal Cinemas Group, Inc.
3.33	Certificate of Incorporation of Act III Inner Loop Theatres, Inc.
3.34	Bylaws of Act III Inner Loop Theatres, Inc., as amended
3.35	Amended and Restated Certificate of Incorporation of Edwards Theatres, Inc., as amended
3.36	Bylaws of Edwards Theatres, Inc.
3.37	Articles of Incorporation of Florence Theatre Corporation, as amended
3.38	Amended and Restated Bylaws of Florence Theatre Corporation
3.39	Articles of Incorporation of Morgan Edwards Theatre Corporation, as amended
3.40	Amended and Restated Bylaws of Morgan Edwards Theatre Corporation
3.41	Articles of Incorporation of United Cinema Corporation, as amended
3.42	Amended and Restated Bylaws of United Cinema Corporation
4.1	Indenture dated as of January 29, 2002 among Regal Cinemas Corporation, the Guarantors party thereto and U.S. Bank National Association, as trustee, with respect to the 93/8% Senior Subordinated Notes due 2012 (filed as exhibit 4.6 to Regal Entertainment Group's Registration Statement on Form S-1 (Commission File No. 333-84096) filed March 8, 2002, and incorporated herein by reference)
4.2	First Supplemental Indenture, dated as of April 17, 2002, by and among Regal Cinemas Corporation, as Issuer, the Guarantors Party thereto and U.S. Bank National Association, as Trustee (filed as exhibit 4.7 to Regal Entertainment Group's Registration Statement on Form S-1 (Commission File No. 333-84096) filed April 19, 2002, and incorporated herein by reference)
4.3	Second Supplemental Indenture, dated as of April 17, 2002, by and among Regal Cinemas Corporation, as Issuer, Edwards Theatres, Inc., Florence Theatre Corporation, Morgan Edwards Theatre Corporation, United Cinema Corporation, as Guaranteeing Subsidiaries and U.S. Bank National Association, as Trustee (filed as exhibit 4.8 to Regal Entertainment Group's Registration Statement on Form S-1 (Commission File No. 333-84096) filed April 19, 2002, and incorporated herein by reference)
4.4	Form of 93/8% Senior Subordinated Notes due 2012 (included in Exhibit 4.1)†
4.5	Registration Rights Agreement dated as of January 29, 2002 among Regal Cinemas Corporation, the Guarantors party thereto, Credit Suisse First Boston Corporation and Lehman Brothers Inc. (filed as Exhibit 4.9 to Regal Entertainment Group's Registration Statement on Form S-1 (Commission File No. 333-84096) filed March 8, 2001, and incorporated herein by reference)
4.6	Registration Rights Agreement dated as of April 17, 2002 among Regal Cinemas Corporation, the Guarantors party thereto, and Credit Suisse First Boston Corporation (filed as Exhibit 4.10 to Regal Entertainment Group's Registration Statement on Form S-1 (Commission File No. 333-84096) filed April 19, 2001, and incorporated herein by reference)

4.7	Credit Agreement, dated as of January 29, 2002, among Regal Cinemas Corporation and Regal Cinemas, Inc. as Co-Borrowers, the lenders party thereto, Lehman Brothers Inc., as Sole Advisor, Sole Lead Arranger and Sole Book Manager, Credit Suisse First Boston, as Syndication Agent, General Electric Capital Corporation, as Documentation Agent, and Lehman Commercial Paper Inc., as Administrative Agent (filed as exhibit 4.5 to Regal Entertainment Group's Registration Statement on Form S-1 (Commission File No. 333-84096) filed April 19, 2002, and incorporated herein by reference)
4.8	First Amendment to Credit Agreement and Guarantee and Collateral Agreement, dated as of April 16, 2002, among Regal Cinemas Corporation and Regal Cinemas, Inc., as the borrowers, the lenders party thereto, Lehman Brothers Inc., as Sole Advisor, Sole Lead Arranger and Sole Book Manager, Credit Suisse First Boston, as Syndication Agent, General Electric Capital Corporation, as Documentation Agent, and Lehman Commercial Paper Inc., as Administrative Agent, and Lehman Commercial Paper Inc., as Administrative Agent, (filed as exhibit 4.5.1 to Regal Entertainment Group's Registration Statement on Form S-1 (Commission File No. 333-84096) filed May 8, 2002, and incorporated herein by reference)
5.1	Opinion of Hogan & Hartson L.L.P. as to the validity of the securities being registered
10.1	Employment Agreement, dated May 3, 2002, between Regal Entertainment Group and Michael L. Campbell (filed as exhibit 10.4 to Regal Entertainment Group's Registration Statement on Form S-1 (Commission File No. 333-84096) filed May 6, 2002, and incorporated herein by reference)
10.2	Employment Agreement, dated May 3, 2002, between Regal Entertainment Group and Gregory W. Dunn (filed as exhibit 10.7 to Regal Entertainment Group's Registration Statement on Form S-1 (Commission File No. 333-84096) filed May 6, 2002, and incorporated herein by reference)
10.3	Employment Agreement, dated May 3, 2002, between Regal Entertainment Group and Amy E. Miles (filed as exhibit 10.6 to Regal Entertainment Group's Registration Statement on Form S-1 (Commission File No. 333-84096) filed May 6, 2002, and incorporated herein by reference)
12.1	Statement of Computation of Ratios of Earnings to Fixed Charges
21.1	List of Subsidiaries†
23.1	Consent of KPMG LLP, Independent Public Accountants
23.2	Consent of KPMG LLP, Independent Public Accountants
23.3	Consent of Deloitte & Touche LLP, Independent Auditors
23.4	Consent of Hogan & Hartson L.L.P. (included in Exhibit 5.1)
24.1	Power of Attorney (included on signature page)†
25.1	Form T-1 Statement of Eligibility and Qualification under the Trust Indenture Act of 1939, as amended, of U.S. Bank National Association, as trustee†
99.1	Form of Letter of Transmittal†
99.2	Form of Notice of Guaranteed Delivery†
99.3	Notice to Brokers†
99.4	Notice to Clients†

†

Previously filed.

EX-3.3

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Exhibit 3.3

SECOND AMENDED AND RESTATED CHARTER
OF
REGAL CINEMAS, INC.

        REGAL CINEMAS, INC. (the "Corporation"), a corporation duly incorporated by the filing of its original charter (the "Original Charter") with the Secretary of State of the state of Tennessee on November 28, 1989, which Original Charter was amended and restated on May 5, 1998 (the "Amended and Restated Charter"), desiring to amend and restate the Amended and Restated Charter with this second amended and restated charter (the "Second Amended and Restated Charter"), which has been duly adopted in accordance with Sections 48-20-107 and 48-20-108 of the Tennessee Business Corporation Act of the State of Tennessee, as amended (the "Act"), hereby certifies as follows:

        1.    The name of the Corporation is Regal Cinemas, Inc. The name under which the Corporation was originally incorporated was Regal Cinemas, Inc.

        2.    This Second Amended and Restated Charter amends and restates the Amended and Restated Charter and has been duly adopted in accordance with Sections 48-12-102, 48-20-107 and 48-20-108 of the Act, pursuant to the authority granted to the Corporation under Section 48-20-108 of the Act to put into effect and carry out the Debtors' Second Amended Plan of Reorganization under Chapter 11 of Title 11 of the United States Code (the "Bankruptcy Code") for the Corporation, et al. (the "Plan"), as confirmed on December 7, 2001 by order (the "Order") of the United States Bankruptcy Court for the Middle District of Tennessee (the "Bankruptcy Court"). Provision for the making of this Second Amended and Restated Charter is contained in the Order of the Bankruptcy Court having jurisdiction under the Bankruptcy Code for the reorganization of the Corporation.

        3.    The text of the Corporation's Amended and Restated Charter is hereby amended and restated to read as herein set forth in full.

        FIRST: The Corporation is for profit.

        SECOND: The address of the Corporation's principal office is 7132 Mike Campbell Drive, Knoxville, Tennessee 37918, County of Knox.

        THIRD: The address of the Corporation's registered office in the State of Tennessee is 500 Tallan Building, Two Union Square, Chattanooga, Tennessee 37402, County of Hamilton. The name of its registered agent at such address is Corporation Service Company.

        FOURTH: The name of the incorporator of the Corporation is Herbert Sanger, Jr. The address and telephone number of the incorporator is c/o Wagner, Myers & Sanger, a Professional Corporation, 1801 First Tennessee Plaza, P.O. Box 1308, Knoxville, Tennessee 37901-1308, telephone number (865) 525-4600.

        FIFTH: The purpose of the Corporation is to engage in any lawful act or activity for which corporations may be organized under the Act.

        SIXTH: The total number of shares of stock which the Corporation shall have authority to issue is Twenty-Five Million (25,000,000) shares of common stock, par value $0.001 per share (hereinafter referred to as the "Common Stock"). Each holder of Common Stock shall have one vote in respect of each share of Common Stock held by such holder of record on the books of the Corporation for the election of directors and on all other matters on which stockholders of the Corporation are entitled to vote. The holders of shares of Common Stock shall be entitled to receive, when and if declared by the Board of Directors, out of the assets of the Corporation which are by law available therefore, dividends payable either in cash, in stock or otherwise.

1

        SEVENTH: The directors shall have power to adopt, amend or repeal Bylaws of the Corporation, except as may otherwise be provided in the Bylaws of the Corporation.

        EIGHTH: Elections of directors need not be by written ballot, except as may otherwise be provided in the Bylaws of the Corporation.

        NINTH: To the fullest extent permitted by the Act as in effect on the date hereof and as hereafter amended from time to time, a director of the Corporation shall not be personally liable to the Corporation or its stockholders for monetary damages for breach of fiduciary duty as a director, provided that this provision shall not eliminate or limit the liability of a director (i) for any breach of his duty of loyalty to the Corporation or its stockholders, (ii) for acts or omissions not in good faith or which involve intentional misconduct or a knowing violation of the law, (iii) under Section 48-18-304 of the Act, or (iv) for any transaction from which the director derives an improper personal benefit. If the Act is hereafter amended to authorize corporate action further limiting or eliminating the personal liability of directors, then the liability of the directors of the Corporation shall be limited or eliminated to the fullest extent permitted by the Act, as so amended from time to time. Any repeal or modification of this Article Ninth by the stockholders of the Corporation shall be prospective only, and shall not adversely affect any limitation on the personal liability of a director of the Corporation existing at the time of such repeal or modification.

        TENTH: The issuance of nonvoting equity securities shall be prohibited pursuant to Section 1123(a)6) of Title 11 of the United States Code, as amended.

        ELEVENTH: A special meeting of the shareholders may be called only by the persons set forth in Section 2.2 of the Corporation's Bylaws. The Corporation hereby expressly elects not to be governed by the provisions of Section 48-17-102(a)(2) of the Act.

        TWELFTH: Any director may be removed from office with cause by the affirmative vote of a majority of the entire Board of Directors.

        WITNESS my signature this 28th day of January, 2002.

COMPANY
By:	/s/  MICHAEL L. CAMPBELL Michael L. Campbell Chairman, Chief Executive Officer and President

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Exhibit 3.3

SECOND AMENDED AND RESTATED CHARTER OF REGAL CINEMAS, INC.

EX-3.4

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Exhibit 3.4

BYLAWS
OF
REGAL CINEMAS, INC.

TABLE OF CONTENTS

			Page
ARTICLE I Offices			1
	Section 1.1	Offices	1
ARTICLE II Stockholders			1
	Section 2.1	Annual Meeting	1
	Section 2.2	Special Meetings	1
	Section 2.3	Notice of Meetings	1
	Section 2.4	Quorum	1
	Section 2.5	Voting	2
	Section 2.6	Proxies	2
	Section 2.7	List of Stockholders	2
	Section 2.8	Written Consent of Stockholders in Lieu of Meeting	2
ARTICLE III Directors			3
	Section 3.1	Number of Directors	3
	Section 3.2	Election and Term of Directors	3
	Section 3.3	Vacancies and Newly Created Directorships	3
	Section 3.4	Resignation	3
	Section 3.5	Removal of Directors	3
	Section 3.6	Meetings	4
	Section 3.7	Quorum and Voting	4
	Section 3.8	Written Consent of Directors in Lieu of a Meeting	4
	Section 3.9	Compensation	4
	Section 3.10	Committees of the Board of Directors	4
ARTICLE IV Officers, Agents and Employees			5
	Section 4.1	Appointment and Term of Office	5
	Section 4.2	Resignation and Removal	5
	Section 4.3	Compensation and Bond	5
	Section 4.4	Chairman of the Board	5
	Section 4.5	President	6
	Section 4.6	Vice Presidents	6
	Section 4.7	Treasurer	6
	Section 4.8	Secretary	6
	Section 4.9	Assistant Treasurers	6
	Section 4.10	Assistant Secretaries	6
	Section 4.11	Delegation of Duties	6

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ARTICLE V Indemnification and Insurance			7
	Section 5.1	Right to Indemnification	7
	Section 5.2	Right to Advancement of Expenses	7
	Section 5.3	Right of Indemnitee to Bring Suit	7
	Section 5.4	Non-Exclusivity of Rights	8
	Section 5.5	Insurance	8
	Section 5.6	Indemnification of Employees and Agents of the Corporation	8
	Section 5.7	Contract Rights	8
ARTICLE VI Stock			8
	Section 6.1	Certificates	8
	Section 6.2	Transfers of Stock	8
	Section 6.3	Lost, Stolen or Destroyed Certificates	9
	Section 6.4	Stockholder Record Date	9
ARTICLE VII Seal			9
	Section 7.1	Seal	9
ARTICLE VIII Waiver of Notice			10
	Section 8.1	Waiver of Notice	10
ARTICLE IX Checks, Notes, Drafts, Etc.			10
	Section 9.1	Checks, Notes, Drafts, Etc.	10
ARTICLE X Amendments			10
	Section 10.1	Amendments	10

ii

BYLAWS
OF
REGAL CINEMAS, INC.

ARTICLE I
Offices

        Section 1.1    Offices.    The Corporation may have such offices, either within or without the State of Tennessee, as the Board of Directors may designate or as the business of the Corporation may require from time to time.

ARTICLE II
Stockholders

        Section 2.1    Annual Meeting.    Except as otherwise provided in Section 2.8 of these Bylaws, an annual meeting of stockholders of the Corporation shall be held at such time and date in each year as the Board of Directors, the Chairman of the Board, if any, or the President may from time to time determine. The annual meeting in each year shall be held at such hour on said day and at such place within or without the State of Tennessee as may be fixed by the Board of Directors, or if not so fixed, at 10:00 A.M., local time, at the principal executive offices of the Corporation.

        Section 2.2    Special Meetings.    Subject to the rights of the holders of any series of preferred stock, par value $0.001 per share, of the Corporation (the "Preferred Stock"), or any other series or class of stock as set forth in the Second Amended and Restated Charter of the Corporation (the "Charter") to elect additional directors under specified circumstances, a special meeting of the holders of stock of the Corporation entitled to vote on any business to be considered at any such meeting may be called only by the Chairman of the Board, if any, or the President or any Vice President, and shall be called by the Chairman of the Board, if any, or the President or the Secretary when directed to do so by resolution of the Board of Directors or at the written request of directors representing a majority of the total number of directors which the Corporation would at the time have if there were no vacancies (the "Whole Board"). Any such request shall state the purpose or purposes of the proposed meeting.

        The Board of Directors may designate the place of meeting for any special meeting of stockholders, and if no such designation is made, the place of meeting shall be the principal executive offices of the Corporation.

        Section 2.3    Notice of Meetings.    Whenever stockholders are required or permitted to take any action at a meeting, unless notice is waived as provided in Section 8.1 of these Bylaws, a written notice of the meeting shall be given which shall state the place, date and hour of the meeting, and, in the case of a special meeting, the purpose or purposes for which the meeting is called.

        Unless otherwise provided by law, and except as to any stockholder duly waiving notice, the written notice of any meeting shall be given personally or by mail, not less than ten (10) days nor more than two (2) months before the date of the meeting to each stockholder entitled to vote at such meeting. If mailed, notice shall be deemed given when deposited in the mail, postage prepaid, directed to the stockholder at his or her address as it appears on the records of the Corporation.

        When a meeting is adjourned to another time or place, notice need not be given of the adjourned meeting if the time and place thereof are announced at the meeting at which the adjournment is taken. At the adjourned meeting the Corporation may transact any business which might have been transacted at the original meeting. If, however, the adjournment is for more than thirty (30) days, or if after the adjournment a new record date is fixed for the adjourned meeting, a notice of the adjourned meeting shall be given to each stockholder of record entitled to vote at the meeting.

        Section 2.4    Quorum.    Except as otherwise provided by law or by the Charter or by these Bylaws, at any meeting of stockholders the holders of a majority of the outstanding stock entitled to vote thereat, either present or represented by proxy, shall constitute a quorum for the transaction of any

business, but the stockholders present, although less than a quorum, may adjourn the meeting to another time or place and, except as provided in the last paragraph of Section 2.3 of these Bylaws, notice need not be given of the adjourned meeting.

        Section 2.5    Voting.    Except as otherwise set forth in these Bylaws or the Charter with respect to the right of any holder of any series of Preferred Stock or any other series or class of stock to elect additional directors under specified circumstances, whenever directors are to be elected at a meeting, they shall be elected by a plurality of the votes cast at the meeting by the holders of stock entitled to vote. Whenever any corporate action, other than the election of directors, is to be taken by vote of stockholders at a meeting, it shall, except as otherwise required by law or by the Charter or by these Bylaws, be authorized by a majority of the votes cast with respect thereto at the meeting (including abstentions) by the holders of stock entitled to vote thereon.

        Except as otherwise provided by law, or by the Charter, each holder of record of stock of the Corporation entitled to vote on any matter at any meeting of stockholders shall be entitled to one vote for each share of such stock standing in the name of such holder on the stock ledger of the Corporation on the record date for the determination of the stockholders entitled to vote at the meeting.

        Upon the demand of any stockholder entitled to vote, the vote for directors or the vote on any other matter at a meeting shall be by written ballot, but otherwise the method of voting and the manner in which votes are counted shall be discretionary with the presiding officer at the meeting.

        Section 2.6    Proxies.    Each stockholder entitled to vote at a meeting of stockholders or to express consent or dissent to corporate action in writing without a meeting may authorize another person or persons to act for him or her by proxy by signing an appointment either personally or by his duly authorized attorney. An appointment is valid for eleven (11) months unless another period is expressly provided in the appointment form. An appointment of a proxy is revocable by the shareholder unless the appointment form conspicuously states that it is irrevocable and coupled with an interest.

        Section 2.7    List of Stockholders.    After the record date for a meeting has been fixed, the officer who has charge of the stock ledger of the Corporation shall prepare and make a complete list of the stockholders entitled to vote at the meeting, arranged in alphabetical order, and showing the address of each stockholder and the number of shares registered in the name of each stockholder, in each case as reflected in the records of the Corporation. Such list shall be open to the examination of any stockholder, for any purpose germane to the meeting, during ordinary business hours, beginning two (2) business days after notice of the meeting is given for which the list was prepared and continuing through the meeting, at the Corporation's principal office or at a place within the city where the meeting is to be held, which place shall be specified in the notice of the meeting. A stockholder or his agent or attorney is entitled on written demand to inspect and, subject to the requirements of the Tennessee Business Corporation Act ("Act"), to copy the list, during regular business hours and at such stockholder's expense, during the period it is available for inspection. The list shall also be produced and kept at the time and place of the meeting during the whole time thereof, and may be inspected by any stockholder who is present during the meeting or any adjournment.

        The stock ledger shall be the only evidence as to who are the stockholders entitled to examine the stock ledger, the list required by this Section or the books of the Corporation, or to vote in person or by proxy at any meeting of stockholders.

        Section 2.8    Written Consent of Stockholders in Lieu of Meeting.    Any action required by the Act to be taken at any annual or special meeting of stockholders of the Corporation, or any action which may be taken at any annual or special meeting of the stockholders, may be taken without a meeting, without prior notice and without a vote, if a consent in writing, setting forth the action so taken, shall be signed by all of the stockholders entitled to vote on such action. Any such written consent may be given by

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one or any number of substantially concurrent written instruments of substantially similar terms signed by such stockholders, in person or by attorney or proxy duly appointed in writing, and filed with the Secretary or an Assistant Secretary of the Corporation. Any such written consent shall be effective as of the effective date thereof as specified therein, provided that such date is not more than sixty (60) days prior to the date such written consent is filed as aforesaid, or, if no such date is so specified, on the date such written consent is filed as aforesaid.

        If the Act or the Charter requires that notice of a proposed action be given to nonvoting stockholders and the action is to be taken by consent of the voting stockholders, then the Corporation shall give its nonvoting stockholders written notice of the proposed action at least ten (10) days before such action is taken. Such notice shall contain or be accompanied by the same material that would have been required to be sent to nonvoting stockholders in a notice of a meeting at which the proposed action would have been submitted to the stockholders for action.

ARTICLE III
Directors

        Section 3.1    Number of Directors.    The Board of Directors shall consist of no fewer than two (2) nor more than nine (9) directors until changed as provided in this Section. The exact number of directors within the minimum and maximum, or the range for the size of the Board, or whether the size of the Board shall be fixed or variable-range, may be changed at any time and from time to time by a resolution of the Board of Directors passed by a majority of the Whole Board, except that no decrease shall shorten the term of any incumbent director unless such director is specifically removed pursuant to Section 3.5 of these Bylaws at the time of such decrease.

        Section 3.2    Election and Term of Directors.    Directors shall be elected annually, by election at the annual meeting of stockholders or by written consent of the holders of stock entitled to vote thereon in lieu of such meeting. If the annual election of directors is not held on the date designated therefor, the directors shall cause such election to be held as soon thereafter as convenient. Each director shall hold office from the time of his or her election and qualification until his successor is elected and qualified or until his or her earlier resignation, or removal.

        Section 3.3    Vacancies and Newly Created Directorships.    Vacancies and newly created directorships resulting from any increase in the authorized number of directors or a vacancy resulting from the removal of a director, with or without cause, may be filled by election at a meeting of stockholders or by written consent of the holders of stock entitled to vote thereon in lieu of a meeting. Except as otherwise provided by law, vacancies and such newly created directorships may also be filled by a majority of the directors then in office, although less than a quorum. If the vacant office was held by a director elected by a voting group of stockholders, only the holders of stock of that voting group shall be entitled to vote to fill the vacancy if it is filled by the stockholders.

        Section 3.4    Resignation.    Any director may resign at any time upon written notice to the Board of Directors, the Chairman or President, or to the Corporation. Any such resignation shall take effect when the notice is delivered unless the notice specifies a later effective date.

        Section 3.5    Removal of Directors.

        (a)  By Stockholders. The stockholders may remove one (1) or more directors with or without cause unless the Charter provides that directors may be removed only for cause. If a director is elected by a voting group of stockholders, only the stockholders of that voting group may participate in the vote to remove him without cause. If cumulative voting is authorized, a director may not be removed if the number of votes sufficient to elect him under cumulative voting is voted against his removal. If cumulative voting is not authorized, a director may be removed only if the number of votes cast to remove him exceeds the number of votes cast not to remove him.

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        (b)  By Directors. If so provided by the Charter, any of the directors may be removed for cause by the affirmative vote of a majority of the entire Board of Directors.

        (c)  General. A director may be removed by the stockholders or directors only at a meeting called for the purpose of removing him, and the meeting notice must state that the purpose, or one (1) of the purposes, of the meeting is removal of directors.

        Section 3.6    Meetings.    Meetings of the Board of Directors, regular or special, may be held at any place within or without the State of Tennessee. Members of the Board of Directors, or of any committee designated by the Board of Directors, may participate in a meeting of the Board of Directors or such committee by means of conference telephone or similar communications equipment by means of which all persons participating in the meeting can hear each other, and participation in a meeting by such means shall constitute presence in person at such meeting. An annual meeting of the Board of Directors shall be held after each annual election of directors. If such election occurs at an annual meeting of stockholders, the annual meeting of the Board of Directors shall be held at the same place and immediately following such meeting of stockholders, and no further notice thereof need be given other than this Bylaw. If an annual election of directors occurs by written consent in lieu of the annual meeting of stockholders, the annual meeting of the Board of Directors shall take place as soon after such written consent is duly filed with the Corporation as is practicable, either at the next regular meeting of the Board of Directors or at a special meeting. The Board of Directors may fix times and places for additional regular meetings of the Board of Directors and no notice of such meetings need be given. A special meeting of the Board of Directors shall be held whenever called by the Chairman of the Board, if any, or by the President or by at least one-third of the directors for the time being in office, at such time and place as shall be specified in the notice or waiver thereof. Notice of each special meeting shall be given by the Secretary or by a person calling the meeting to each director by mailing the same, postage prepaid, not later than the second day before the meeting, or personally or by telegraphing or telephoning the same not later than the day before the meeting.

        Section 3.7    Quorum and Voting.    A whole number of directors equal to at least a majority of the Whole Board shall constitute a quorum for the transaction of business, but if there be less than a quorum at any meeting of the Board of Directors, a majority of the directors present may adjourn the meeting from time to time, and no further notice thereof need be given other than announcement at the meeting which shall be so adjourned. Except as otherwise provided by law, by the Charter, or by these Bylaws, the vote of a majority of the directors present at a meeting at which a quorum is present shall be the act of the Board of Directors.

        Section 3.8    Written Consent of Directors in Lieu of a Meeting.    Any action required or permitted to be taken at any meeting of the Board of Directors or of any committee thereof may be taken without a meeting if all members of the Board of Directors or of such committee, as the case may be, consent thereto in writing, and the writing or writings are filed with the minutes of proceedings of the Board of Directors or such committee.

        Section 3.9    Compensation.    Directors may receive compensation for services to the Corporation in their capacities as directors or otherwise in such manner and in such amounts as may be fixed from time to time by the Board of Directors.

        Section 3.10    Committees of the Board of Directors.    The Board of Directors may from time to time, by resolution passed by majority of the Whole Board, designate one or more committees, each committee to consist of one or more directors of the Corporation. The Board of Directors may designate one or more directors as alternate members of any committee, who may replace any absent or disqualified member at any meeting of the committee. The resolution of the Board of Directors may, in addition or alternatively, provide that in the absence or disqualification of a member of a committee, the member or members thereof present at any meeting and not disqualified from voting, whether or not he, she or they constitute a quorum, may unanimously appoint another member of the

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Board of Directors to act at the meeting in the place of any such absent or disqualified member. Any such committee, to the extent provided in the resolution of the Board of Directors, shall have and may exercise all the powers and authority of the Board of Directors in the management of the business and affairs of the Corporation, and may authorize the seal of the Corporation to be affixed to all papers which may require it, except as otherwise provided by law. Unless the resolution of the Board of Directors expressly so provides, no such committee shall have the power or authority to declare a dividend or to authorize the issuance of stock. Any such committee may adopt rules governing the method of calling and time and place of holding its meetings. Unless otherwise provided by the Board of Directors, a majority of any such committee (or the member thereof, if only one) shall constitute a quorum for the transaction of business, and the vote of a majority of the members of such committee present at a meeting at which a quorum is present shall be the act of such committee. Each such committee shall keep a record of its acts and proceedings and shall report thereon to the Board of Directors whenever requested so to do. Any or all members of any such committee may be removed, with or without cause, by resolution of the Board of Directors, passed by a majority of the whole Board.

ARTICLE IV
Officers, Agents and Employees

        Section 4.1    Appointment and Term of Office.    The officers of the Corporation shall include a President, a Secretary and a Treasurer, and may also include a Chairman of the Board, one or more Vice Presidents, one or more Assistant Secretaries and one or more Assistant Treasurers. All such officers shall be appointed by the Board of Directors or by a duly authorized committee thereof, and shall each have such powers and duties as generally pertain to their respective offices, subject to the specific provisions of this Article IV, together with such other powers and duties as from time to time may be conferred by the Board of Directors or any committee thereof. Any number of such offices may be held by the same person, but no officer shall execute, acknowledge or verify any instrument in more than one capacity. Except as may be prescribed otherwise by the Board of Directors or a committee thereof in a particular case, all such officers shall hold their offices at the pleasure of the Board of Directors for an unlimited term and need not be reappointed annually or at any other periodic interval. The Board of Directors may appoint, and may delegate power to appoint, such other officers, agents and employees as it may deem necessary or proper, who shall hold their offices or positions for such terms, have such authority and perform such duties as may from time to time be determined by or pursuant to authorization of the Board of Directors.

        Section 4.2    Resignation and Removal.    Any officer may resign at any time upon written notice to the Corporation. Any officer, agent or employee of the Corporation may be removed by the Board of Directors, or by a duly authorized committee thereof, with or without cause at any time. The Board of Directors or such a committee thereof may delegate such power of removal as to officers, agents and employees not appointed by the Board of Directors or such a committee. Such removal shall be without prejudice to a person's contract rights, if any, but the appointment of any person as an officer, agent or employee of the Corporation shall not of itself create contract rights.

        Section 4.3    Compensation and Bond.    The compensation of the officers of the Corporation shall be fixed by the Board of Directors, but this power may be delegated to any officer in respect of other officers under his or her control. The Corporation may secure the fidelity of any or all of its officers, agents or employees by bond or otherwise.

        Section 4.4    Chairman of the Board.    The Chairman of the Board, if there be one, shall preside at all meetings of stockholders and of the Board of Directors, and shall have such other powers and duties as may be delegated to him or her by the Board of Directors.

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        Section 4.5    President.    The President shall be the chief executive officer of the Corporation. In the absence of the Chairman of the Board (or if there be none), he or she shall preside at all meetings of the stockholders and of the Board of Directors. He or she shall have general charge of the business affairs of the Corporation. He or she may employ and discharge employees and agents of the Corporation, except such as shall be appointed by the Board of Directors, and he or she may delegate these powers. The President may vote the stock or other securities of any other domestic or foreign corporation of any type or kind which may at any time be owned by the Corporation, may execute any stockholders' or other consents in respect thereof and may in his or her discretion delegate such powers by executing proxies, or otherwise, on behalf of the Corporation. The Board of Directors by resolution from time to time may confer like powers upon any other person or persons.

        Section 4.6    Vice Presidents.    Each Vice President shall have such powers and perform such duties as the Board of Directors or the President may from time to time prescribe. In the absence or inability to act of the President, unless the Board of Directors shall otherwise provide, the Vice President who has served in that capacity for the longest time and who shall be present and able to act, shall perform all the duties and may exercise any of the powers of the President.

        Section 4.7    Treasurer.    The Treasurer shall have charge of all funds and securities of the Corporation, shall endorse the same for deposit or collection when necessary and deposit the same to the credit of the Corporation in such banks or depositaries as the Board of Directors may authorize. He or she may endorse all commercial documents requiring endorsements for or on behalf of the Corporation and may sign all receipts and vouchers for payments made to the Corporation. He or she shall have all such further powers and duties as generally are incident to the position of Treasurer or as may be assigned to him or her by the President or the Board of Directors.

        Section 4.8    Secretary.    The Secretary shall record all the proceedings of the meetings of the stockholders and directors in a book to be kept for that purpose and shall also record therein all action taken by written consent of the stockholders or directors in lieu of a meeting. He or she shall attend to the giving and serving of all notices of the Corporation. He or she shall have custody of the seal of the Corporation and shall attest the same by his or her signature whenever required. He or she shall have charge of the stock ledger and such other books and papers as the Board of Directors may direct, but he or she may delegate responsibility for maintaining the stock ledger to any transfer agent appointed by the Board of Directors. He or she shall have all such further powers and duties as generally are incident to the position of Secretary or as may be assigned to him or her by the President or the Board of Directors.

        Section 4.9    Assistant Treasurers.    In the absence or inability to act of the Treasurer, any Assistant Treasurer may perform all the duties and exercise all the powers of the Treasurer. An Assistant Treasurer shall also perform such other duties as the Treasurer or the Board of Directors may assign to him or her.

        Section 4.10    Assistant Secretaries.    In the absence or inability to act of the Secretary, any Assistant Secretary may perform all the duties and exercise all the powers of the Secretary. An Assistant Secretary shall also perform such other duties as the Secretary or the Board of Directors may assign to him or her.

        Section 4.11    Delegation of Duties.    In case of the absence of any officer of the Corporation, or for any other reason that the Board of Directors may deem sufficient, the Board of Directors may confer for the time being the powers or duties, or any of them, of such officer upon any other officer or upon any director.

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ARTICLE V
Indemnification and Insurance

        Section 5.1    Right to Indemnification.    Each person who was or is made a party or is threatened to be made a party to or is otherwise involved in any action, suit or proceeding, whether civil, criminal, administrative or investigative (hereinafter a "proceeding"), by reason of the fact that he or she or a person of whom he or she is the legal representative is or was a director or an officer of the Corporation or is or was serving at the request of the Corporation as a director, officer, employee or agent of any other corporation or of a partnership, joint venture, trust or other enterprise, including service with respect to any employee benefit plan (hereinafter an "indemnitee"), whether the basis of such proceeding is alleged action in an official capacity as a director, officer, employee or agent or in any other capacity while serving as a director, officer, employee or agent, shall be indemnified and held harmless by the Corporation to the fullest extent authorized by the Act, as the same exists or may hereafter be amended (but, in the case of any such amendment, only to the extent that such amendment permits the Corporation to provide broader indemnification rights than said law permitted the Corporation to provide prior to such amendment), against all expense, liability and loss (including, without limitation, attorneys' fees, judgments, fines, excise taxes or penalties under the Employee Retirement Income Security Act of 1974, as amended, and amounts paid or to be paid in settlement) reasonably incurred by such indemnitee in connection therewith; provided, however, that except as provided in Section 5.3 with respect to proceedings seeking to enforce rights to indemnification, the Corporation shall indemnify any such indemnitee seeking indemnification in connection with a proceeding (or part thereof) initiated by such indemnitee only if such proceeding (or part thereof) was authorized by the Board of Directors.

        Section 5.2    Right to Advancement of Expenses.    The right to indemnification conferred in Section 5.1 shall include the right to be paid by the Corporation the expenses (including attorneys' fees) incurred in defending any such proceeding in advance of its final disposition (hereinafter an "advancement of expenses"); provided, however, that, if the Act requires, an advancement of expenses incurred by an indemnitee in his or her capacity as a director or officer (and not in any other capacity in which service was or is rendered by such indemnitee, including, without limitation, service to an employee benefit plan) shall be made only upon delivery to the Corporation of an undertaking (hereinafter an "undertaking"), by or on behalf of such indemnitee, to repay all amounts so advanced if it shall ultimately be determined by final judicial decision from which there is no further right to appeal (hereinafter a "final adjudication") that such indemnitee is not entitled to be indemnified for such expenses under this Section 5.2 or otherwise.

        Section 5.3    Right of Indemnitee to Bring Suit.    If a claim under Section 5.1 or Section 5.2 is not paid in full by the Corporation within thirty (30) days after a written claim has been received by the Corporation, except in the case of a claim for an advancement of expenses, in which case the applicable period shall be twenty (20) days, the indemnitee may at any time thereafter bring suit against the Corporation to recover the unpaid amount of the claim. If successful in whole or in part in any such suit, or in a suit brought by the Corporation to recover an advancement of expenses pursuant to the terms of an undertaking, the indemnitee shall be entitled to be paid also the expense of prosecuting or defending such suit. In (i) any suit brought by the indemnitee to enforce a right to indemnification hereunder (but not in a suit brought by the indemnitee to enforce a right of an advancement of expenses) it shall be a defense that, and (ii) in any suit brought by the Corporation to recover an advancement of expenses pursuant to the terms of an undertaking, the Corporation shall be entitled to recover such expenses upon a final adjudication that, the indemnitee has not met any applicable standard for indemnification set forth in the Act. Neither the failure of the Corporation (including its Board of Directors, independent legal counsel or stockholders) to have made a determination prior to the commencement of such action that indemnification of the indemnitee is proper in the circumstances because the indemnitee has met the applicable standard of conduct set

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forth in the Act, nor an actual determination by the Corporation (including its Board of Directors, independent legal counsel or stockholders) that the indemnitee has not met such applicable standard of conduct, shall create a presumption that the indemnitee has not met the applicable standard of conduct or, in the case of such a suit brought by the indemnitee, be a defense to such suit. In any suit brought by the indemnitee to enforce a right to indemnification or to an advancement of expenses hereunder, or brought by the Corporation to recover an advancement of expenses pursuant to the terms of an undertaking, the burden of proving that the indemnitee is not entitled to be indemnified, or to such advancement of expenses, under this Article V or otherwise shall be on the Corporation.

        Section 5.4    Non-Exclusivity of Rights.    The right to indemnification and the advancement of expenses conferred in this Article V shall not be exclusive of any other right which any person may have or hereafter acquire under any statute, provision of the Charter, provision of these Bylaws, agreement, vote of stockholders or disinterested directors or otherwise.

        Section 5.5    Insurance.    The Corporation may maintain insurance, at its expense, to protect itself and any director, officer, employee or agent of the Corporation or another corporation, partnership, joint venture, trust or other enterprise against any expense, liability or loss, whether or not the Corporation would have the power to indemnify such person against such expense, liability or loss under the Act.

        Section 5.6    Indemnification of Employees and Agents of the Corporation.    The Corporation may, to the extent authorized from time to time by the Board of Directors, grant rights to indemnification, and rights to the advancement of expenses, to any employee or agent of the Corporation to the fullest extent of the provisions of this Article V with respect to the indemnification and advancement of expenses of directors and officers of the Corporation.

        Section 5.7    Contract Rights.    The rights to indemnification and to the advancement of expenses conferred in Section 5.1 and Section 5.2 shall be contract rights and such rights shall continue as to an indemnitee who has ceased to be a director, officer, employee or agent and shall inure to the benefit of the indemnitee's heirs, executors and administrators.

ARTICLE VI
Stock

        Section 6.1    Certificates.    Certificates for stock of the Corporation shall be in such form as shall be approved by the Board of Directors and shall be signed in the name of the Corporation by the Chairman of the Board, if any, or the President or a Vice President, and by the Treasurer or an Assistant Treasurer, or the Secretary or an Assistant Secretary. Such certificates may be sealed with the seal of the Corporation or a facsimile thereof. Any of or all the signatures on a certificate may be a facsimile. In case any officer, transfer agent or registrar who has signed or whose facsimile signature has been placed upon a certificate shall have ceased to be such officer, transfer agent or registrar before such certificate is issued, it may be issued by the Corporation with the same effect as if he or she were such officer, transfer agent or registrar at the date of issue.

        Section 6.2    Transfers of Stock.    Transfers of stock shall be made only upon the books of the Corporation by the holder, in person or by duly authorized attorney, and on the surrender of the certificate or certificates for the same number of shares, properly endorsed. The Board of Directors shall have the power to make all such rules and regulations, not inconsistent with the Charter and these Bylaws and the Act, as the Board of Directors may deem appropriate concerning the issue, transfer and registration of certificates for stock of the Corporation. The Board of Directors may appoint one or more transfer agents or registrars of transfers, or both, and may require all stock certificates to bear the signature of either or both.

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        Section 6.3    Lost, Stolen or Destroyed Certificates.    The Corporation may issue a new stock certificate in the place of any certificate theretofore issued by it, alleged to have been lost, stolen or destroyed, and the Corporation may require the owner of the lost, stolen or destroyed certificate or his or her legal representative to give the Corporation a bond sufficient to indemnify it against any claim that may be made against it on account of the alleged loss, theft or destruction of any such certificate or the issuance of any such new certificate. The Board of Directors may require such owner to satisfy other reasonable requirements as it deems appropriate under the circumstances.

        Section 6.4    Stockholder Record Date.    In order that the Corporation may determine the stockholders entitled to notice of or to vote at any meeting of stockholders or any adjournment thereof, or to express consent to corporate action in writing without a meeting, or entitled to receive payment of any dividend or other distribution or allotment of any rights, or entitled to exercise any rights in respect of any change, conversion or exchange of stock, or for the purpose of any other lawful action, the Board of Directors may fix a record date, which record date shall not precede the date on which the resolution fixing the record date is adopted by the Board of Directors, and which shall not be more than seventy (70) nor less than ten (10) days before the date of such meeting, nor more than seventy (70) days prior to any other action.

        If no record date is fixed by the Board of Directors, (1) the record date for determining stockholders entitled to notice of or to vote at a meeting of stockholders shall be at the close of business on the day next preceding the date on which notice is given, or, if notice is waived, at the close of business on the day next preceding the day on which the meeting is held, (2) the record date for determining stockholders entitled to express consent to corporate action in writing without a meeting, when no prior action by the Board of Directors is necessary, shall be at the close of business on the day on which the first written consent is expressed by the filing thereof with the Corporation as provided in Section 2.8 of these Bylaws, and (3) the record date for determining stockholders for any other purpose shall be at the close of business on the day on which the Board of Directors adopts the resolution relating thereto.

        A determination of stockholders of record entitled to notice of or to vote at a meeting of stockholders shall apply to any adjournment of the meeting; provided, however, that the Board of Directors may fix a new record date for the adjourned meeting.

        Only such stockholders as shall be stockholders of record on the date so fixed shall be entitled to notice of, and to vote at, such meeting and any adjournment thereof, or to give such consent, or to receive payment of such dividend or other distribution, or to exercise such rights in respect of any such change, conversion or exchange of stock, or to participate in such action, as the case may be, notwithstanding any transfer of any stock on the books of the Corporation after any record date so fixed.

ARTICLE VII
Seal

        Section 7.1    Seal.    The seal of the Corporation shall be circular in form and shall bear, in addition to any other emblem or device approved by the Board of Directors, the name of the Corporation, the year of its incorporation and the words "Corporate Seal" and "Tennessee". The seal may be used by causing it or a facsimile thereof to be impressed or affixed or in any other manner reproduced.

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ARTICLE VIII
Waiver of Notice

        Section 8.1    Waiver of Notice.    Whenever notice is required to be given to any stockholder of the Corporation under any provision of the Act or the Charter or these Bylaws, a written waiver thereof, signed by the stockholder entitled to notice, whether before or after the time stated therein, and delivered to the Corporation for inclusion in the minutes or filing with the corporate records shall be deemed equivalent to the giving of such notice. Notwithstanding the foregoing, a stockholder's attendance at a meeting: (1) waives objection to lack of notice or defective notice of such meeting, except when the stockholder attends a meeting for the express purpose of objecting at the beginning of the meeting (or promptly upon his arrival), to the holding of the meeting or the transaction of any business because the meeting is not lawfully called or convened; and (2) waives objection to consideration of a particular matter at the meeting that is not within the purpose or purposes described in the meeting notice, unless the stockholder objects to considering the matter when it is proposed.

        Whenever notice is required to be given to any director of the Corporation under any provision of the Act or the Charter or these Bylaws, a written waiver thereof, signed by the director entitled to notice, whether before or after the time stated therein, and delivered to the Corporation for inclusion in the minutes or filing with the corporate records shall be deemed equivalent to the giving of such notice. Notwithstanding the foregoing, a director's attendance at a meeting waives objection to lack of notice or defective notice of such meeting, except when the director attends a meeting for the express purpose of objecting at the beginning of the meeting (or promptly upon his arrival), to the holding of the meeting or the transaction of any business because the meeting is not lawfully called or convened.

        Neither the business to be transacted at, nor the purpose of, any regular or special meeting of the stockholders, directors or members of a committee of directors need be specified in any written waiver of notice.

ARTICLE IX
Checks, Notes, Drafts, Etc.

        Section 9.1    Checks, Notes, Drafts, Etc.    Checks, notes, drafts, acceptances, bills of exchange and other orders or obligations for the payment of money shall be signed by such officer or officers or person or persons as the Board of Directors or a duly authorized committee thereof may from time to time designate.

ARTICLE X
Amendments

        Section 10.1    Amendments.    These Bylaws or any of them may be altered or repealed, and new Bylaws may be adopted, by the stockholders by vote at a meeting or by written consent without a meeting. The Board of Directors shall also have power, by a majority vote of the Whole Board, to alter or repeal any of these Bylaws, and to adopt new Bylaws.

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Exhibit 3.4

BYLAWS OF REGAL CINEMAS, INC.

EX-3.5

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Exhibit 3.5

ARTICLES OF AMENDMENT
OF
ARTICLES OF INCORPORATION
OF
R.C. COBB, INC.

STATE OF ALABAMA	)
	:
COUNTY OF FAYETTE	)

        TO THE HONORABLE JUDGE OF PROBATE, FAYETTE COUNTY, ALABAMA:

        Pursuant to the authority of Section 10-2B-10.01 of the Alabama Business Corporation Act, R. C. Cobb, Inc., an Alabama corporation (the "Corporation"), does hereby execute the following Articles of Amendment of its Articles of Incorporation:

        FIRST: The name of the corporation is R. C. Cobb, Inc.

        SECOND: ARTICLE XI of the Articles of Incorporation of the Corporation shall be added as follows:

        A Director of the Corporation shall not be liable to the Corporation or its shareholders for money damages for any action taken, or any failure to take any action, as a Director, except liability for (a) the amount of a financial benefit received by a Director to which he or she is not entitled, (b) an intentional infliction of harm on the Corporation or its shareholders, (c) a violation of Section 10-2B-8.33 of the Code of Alabama 1975, as amended, (d) an intentional violation of criminal law, or (e) a breach of the Director's duty of loyalty to the Corporation or its shareholders.

        THIRD: The foregoing amendment to the Articles of Incorporation was adopted by the sole shareholder of the Corporation on June 11, 1996, in the manner prescribed by Section 10-2B-10.03 of the Alabama Business Corporation Act.

        FOURTH: The number of shares of capital stock of the Corporation outstanding at the time of such adoption was 2,740, and the number of shares entitled to vote thereon was 2,740.

        SIXTH: The number of shares voted for such amendment was 2,740 and the number of shares voted against such amendment was zero.

        IN WITNESS WHEREOF, the Corporation has caused these Articles of Amendment to be signed by its President as of this 11th day of June, 1996.

By:
/s/  ROBERT M. COBB Robert M. Cobb
Its President

This instrument prepared by:

Ross N. Cohen, Esq.
Haskell Slaughter & Young, L.L.C.
1200 AmSouth/Harbert Plaza
1901 Sixth Avenue North
Birmingham, Alabama 35203

This Instrument Prepared by: W. Benjamin Johnson, Burr & Forman, 3000 SouthTrust Tower, Birmingham, Alabama 35203

ARTICLES OF AMENDMENT
TO THE CERTIFICATE OF INCORPORATION
R. C. COBB, INC.

        Pursuant to the provisions of Section 10-2A-113 of the Alabama Business Corporation Act, as amended, the undersigned Corporation hereby adopts the following Articles of Amendment to its Certificate of Incorporation:

        FIRST: The name of the Corporation is R. C. Cobb, Inc.

        SECOND: The following amendments to the Certificate of Incorporation were adopted by unanimous consent of the Board of Directors and stockholders of the Corporation effective on March 14, 1989, in the manner prescribed by Section 10-2A-111 of the Alabama Business Corporation Act, as amended:

        RESOLVED, that Article II of the original Certificate of Incorporation shall be deleted in its entirety and the following language shall be inserted in its place:

II

        The purposes for which this corporation organized are as follows:

        (a)  To engage in the acquisition, maintenance, and operation of motion picture theaters, and to engage in the operation and maintenance of open-air drive-in motion picture theater business and to engage in the purchasing and leasing of motion picture rights and films and sound equipment necessary therefor, together with the purchasing, necessary conduct, and maintenance of said motion picture theater business; to purchase, acquire, and import foodstuffs, liquid beverages, and confections, and all things necessary and convenient to the operation, conduct, and maintenance of said motion picture theater business; to engage representatives, agents, servants, and employees for the purpose of conducting and maintaining said motion picture drive-in theater and motion picture business and to do all things incidental thereto;

        (b)  To render to others, and to engage in the business of rendering to others, consulting, advisory, administrative, industrial engineering, accounting, bookkeeping and other services of every nature, kind and character, which a corporation may legally render;

        (c)  To engage in any industrial, manufacturing, mining, mercantile, trading, agricultural, service, or other lawful business of any kind or character whatsoever;

        (d)  To act as agent, representative, or receiver of any person, firm, corporation, or governmental entity or instrumentality in respect to any lawful undertaking or transaction;

        (e)  To purchase, take, receive, lease or otherwise acquire, own, hold, improve, use and otherwise deal in or with, real or personal property, or any interest therein, wherever situated, and to sell, convey, mortgage, pledge, lease, exchange, transfer and otherwise dispose of real or personal property, or any interest therein;

        (f)    To purchase, take, receive, subscribe for, or otherwise acquire, own, hold, vote, use, employ, sell, mortgage, lend, pledge, or otherwise dispose of, and otherwise use and deal in and with, shares or other interests in, or obligations of, corporations, associations, partnerships, individuals, or direct or indirect obligations of governmental entities or of any instrumentality thereof;

        (g)  To lend money, invest and reinvest its funds and take and hold real and personal property as security for the payment of funds so loaned or invested; and

        (h)  To transact any or all lawful business for which corporations may be incorporated under the Alabama Business Corporation Act.

        RESOLVED FURTHER, that Article III of the original Certificate of Incorporation shall be deleted in its entirety and the following language shall be inserted in its place:

        The location of the principal office of said corporation shall be in the City of Birmingham, Jefferson County, Alabama; and the corporation shall have the power and right to establish and maintain offices at any other place or places within or without the State of Alabama.

        RESOLVED FURTHER, that Article V of the original Certificate of Incorporation shall be deleted in its entirety.

        THIRD: The number of shares of common stock of the Corporation outstanding is two thousand (2,000) and the number of shares of common stock of the Corporation entitled to vote on said amendments was two thousand (2,000).

        FOURTH: The number of shares of common stock of the Corporation voted for said amendments was two thousand (2,000) and the number of shares of common stock of the Corporation voted against said amendments was zero (0).

        FIFTH: Said amendments do not provide for an exchange, reclassification or cancellation of issued shares, nor do said amendments effect a change in the amount of stated capital.

        SIXTH: This the 14th day of March, 1989.

R. C. COBB, INC.
By:	/s/  R. C. COBB R. C. Cobb Its President
and
By:	/s/  JEFFERSON R. COBB Jefferson R. Cobb Its Secretary

STATE OF ALABAMA	)
JEFFERSON COUNTY	)

        Before me, the undersigned Notary Public, in and for said County in said State, personally appeared on this date R. C. Cobb, who being by me first duly sworn, did depose and say as follows: (i) that affiant is President of R. C. Cobb, Inc., the Alabama corporation named in the above and foregoing Articles of Amendment, (ii) that he, as such President, is authorized and empowered to make this sworn Verification and to cause the same to be executed, acknowledged and filed for record, and (iii) that he, as President of R. C. Cobb, Inc. is familiar with the contents of the foregoing Certificate of Amendment, and said Articles of Amendment is the act and deed of R. C. Cobb, Inc. and the

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matters and things set forth in said Articles of Amendment are true and correct to the best of his information, knowledge and belief.

/s/            

Notary Public, State of Alabama
My Commission Expires: 11-20-90

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OFFICE OF THE PROBATE JUDGE FAYETTE COUNTY, ALABAMA
CERTIFICATION OF AMENDMENT
OF
R.C. COBB, INC.

        The undersigned, as Judge of Probate of Fayette County, Alabama, hereby certifies that Articles of Amendment to the Articles of Incorporation of R.C. COBB, INC., duly signed and verified pursuant to the provisions of the Alabama Corporation Act, have been received in this office and are found to conform to law, that the amended name is now reserved with the Secretary of State under Reservation No.                         .

        ACCORDINGLY the undersigned, as such Judge of Probate and by virtue of the authority vested in him by law, hereby issues this Certificate of Amendment to the Articles of Incorporation of R.C. COBB, INC., and attaches hereto a certified copy of the Articles of Amendment.

        Dated MARCH 15, 1989.

	/s/  WILLIAM OSWALT JUDGE OF PROBATE
STATE OF ALABAMA, FAYETTE COUNTY
I William Oswalt, Judge of Probate in and for said County in said State, hereby certify that the within is a true and correct copy of                        as same appears of record Corp Record Vol. 7 Page 606 in this office.
Given under my hand and official seal this March 15, 1989.
/s/  WILLIAM OSWALT Judge of Probate

STATE OF ALABAMA	)
COUNTY OF FAYETTE	)

AMENDMENT TO CERTIFICATE OF INCORPORATION
OF R. C. COBB, INC.

        KNOW ALL MEN BY THESE PRESENTS:

        We, the undersigned R. C. Cobb, President and Harry Cook, Secretary of R. C. Cobb, Inc., a corporation organized under the laws of Alabama, do hereby certify as follows:

        That in accordance with Title 10, Section 21(20), Alabama Code of 1940 as amended, the undersigned stockholders and directors of R. C. Cobb, Inc. do hereby unanimously agree to amend the Certificate of Incorporation of said corporation as follows:

        By deleting Article IV in its entirety, and by substituting therefor a new Article IV to read as follows:

"The total authorized capital stock of the corporation is fixed at $20,000, all of which shall be common stock, divided into 20,000 shares of the par value of $1.00 per share. The amount of paid up capital stock with which the corporation shall begin business shall be $2,000, or 2,000 shares of the par value of $1.00 per share."

By adding a new Article XI, to read as follows:

"Pursuant to Section 27 (b) of the Alabama Business Corporation Act, and any successor statutes thereto, any action required or permitted to be taken at any meeting of the Board of Directors or of any committee thereof may be taken without a meeting if prior to such action, a written consent thereto is signed by all members of the Board or of such committee, as the case may be, and such written consent is filed with the minutes of proceedings of the Board or committee."

        IN WITNESS WHEREOF, R. C. Cobb, President of said corporation, and Harry Cook, Secretary of said corporation, do hereunto set our hands and seals and do cause the seal of said corporation to be placed, this the 8 day of November, 1974.

/s/ R. C. COBB R. C. Cobb, President	(Seal)
/s/ HARRY COOK Harry Cook, Secretary	(Seal)

        The following, constituting all of the Directors and the sole stockholder of R. C. Cobb, Inc., a corporation, do hereby unanimously agree to and adopt the foregoing amendment.

Witnesses:	DIRECTORS AND STOCKHOLDER
/s/
/s/
	/s/ R. C. COBB R. C. Cobb, Director and Sole Stockholder
Witnesses:
/s/
/s/	/s/ NORMAN LEVINSON Norman Levinson, Director
Witnesses:
/s/
/s/	/s/ HARRY COOK Harry Cook, Director

STATE OF ALABAMA	)
COUNTY OF JEFFERSON	)

        I /s/ MILDRED K. WRIGLEY a Notary Public in and for said county in said state, hereby certify that R. C. Cobb, whose name as President of R. C. Cobb, Inc., a corporation, is signed to the foregoing Certificate, and who is known to me did certify to me on this day that the contents of said Certificate are true and correct, that all of the stockholders and directors have signed the foregoing assent to said Amendment, and that an exact copy of said Certificate of Amendment and assent by all the directors and stockholders has been spread on the official minutes of said corporation.

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        Given unto my hand and official seal of office, this            day of November, 1974.

/s/ MILDRED K. WRIGLEY Notary Public

STATE OF ALABAMA	)
COUNTY OF JEFFERSON	)

        I /s/ MILDRED K. WRIGLEY a Notary Public in and for said county in said state, hereby certify that Harry Cook, whose name as Secretary of R. C. Cobb, Inc., a corporation, is signed to the foregoing Certificate, and who is known to me did certify to me on this day that the contents of said Certificate are true and correct, that all of the stockholders and directors have signed the foregoing assent to said Amendment, and that an exact copy of said Certificate of Amendment and assent by all the directors and stockholders has been spread on the official minutes of said corporation.

        Given unto my hand and official seal of office, this            day of November, 1974.

/s/ MILDRED K. WRIGLEY Notary Public

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CERTIFICATE OF INCORPORATION
OF
R. C. COBB. INC.

        The undersigned, R. C. Cobb, Alice Cobb, and Jeff R. Robertson, all residents of the State of Alabama, desiring to organize a corporation and to become a body corporate for the purpose of carrying on the businesses hereinafter stated, do, in pursuance of the Constitution and Laws of Alabama, make and file this Certificate of Incorporation, any for that purpose do hereby set forth and declare:

I

        The name of said corporation shall be and is R. C. Cobb, Inc.

II

        The objects and purposes for which this corporation is formed are as follows:

        To engage in the acquisition, maintenance and operation of motion picture theaters, and to engage in the operation and maintenance of open-air drive-in motion picture theater business and to engage in the purchasing and leasing of motion picture rights and films and sound equipment necessary therefor, together with the purchasing, acquiring, or leasing of radio and television rights and privileges incident to the necessary conduct and maintenance of said motion picture theater business; to purchase, acquire, and import foodstuffs, liquid beverages, and confections, and all things necessary and convenient to the operation, conduct, and maintenance of said motion picture theater business; to engage representatives, agents, servants, and employees for the purpose of conducting and maintaining said motion picture drive-in theater and motion picture business and to do all things incidental thereto;

        IN GENERAL to do any or all of the things reasonably necessary to carry on any lawful business in the State of Alabama, except the insurance or banking business, and to have and exercise all the powers now or hereafter conferred by the laws of the State of Alabama upon corporations organized under the laws of said State and any and all Acts amendatory thereof and supplemental thereto.

III

        The location of the principal office and palace of business of said corporation shall be in the City of Fayette, Fayette County, Alabama; and the corporation shall have the power and right to establish and maintain offices at any other place or places within or without the State of Alabama and also at any and all places which may be decided upon or selected by the corporation in the United States of America or any territory of the United States of America, and to hold meetings of its directors and stockholders at such other place or places as may be decided upon and determined by the corporation.

IV

        The total authorized capital stock of the corporation is fixed at Two Thousand and No/100 ($2000.00) Dollars, all of which shall be common stock, divided into two thousand shares of the par value of One and No/100 Dollar per share. The amount of paid up capital stock with which the corporation shall begin business shall be Two Thousand and No/100 ($2000.00) Dollars, or two thousand (2000) shares of the par value of One and No/100 ($1.00) Dollar per share. The capitalization of the corporation may be increased from time to time and additional shares of stock issued, all in accordance with the majority vote of the directors of the corporation at any meeting held at which a majority of the directors attend, however, one week's written notice must first be given to each director before the capital stock of the corporation can be increased or additional stock issued, and neither shall be done without the favorable vote of a majority of the directors.

V

        If, at any time, any of the original stockholders desires to sell and dispose of his stock, said stockholder shall first offer it for sale to the remaining stockholders, it being the intention hereof to give said remaining stockholders a preference in the purchase of such stock, and any attempted sale in violation of this provision is null and void. A stockholder desiring to sell his stock shall file notice, in writing, of his intention with the Board of Directors of the corporation, stating the terms of the sale, and, unless his terms are accepted by any or all of the other stockholders within ten (10) days thereafter, the remaining stockholders shall be deemed to have waived their privilege of purchasing and he shall be at liberty to sell to any one else, provided that the price of said stock shall not be less than the price at which it was offered to the other stockholders.

VI

        The name of the officer designated by the incorporators to receive subscriptions to the capital stock of the corporation is R. C. Cobb whose address is Fayette, Alabama.

VII

        The names and post office addresses of the Incorporators and the number of shares of stock subscribed for by each, are:

Subscriber	Address	Shares Subscribed
R. C. Cobb	Fayette, Alabama	1998
Alice Cobb	Fayette, Alabama	1
Jeff H. Robertson	Fayette, Alabama	1

VIII

        The names and post office addresses of the directors of this corporation chosen for the first year of its existence are as follows:

Name	Address
R. C. Cobb	Fayette, Alabama
Alice Cobb	Fayette, Alabama
Jeff R. Robertson	Fayette, Alabama

IX

        The names and post office addresses of the officers of this corporation for the first year of its existence are as follows:

Name	Office	Address
R. C. Cobb	President	Fayette, Alabama
Alice Cobb	Vice-President	Fayette, Alabama
Jeff R. Robertson	Secretary-Treasurer	Fayette, Alabama

X

        There is and shall be no limit on the time of the duration of this corporation, and the life of this corporation shall be perpetual unless it is disolved by law or by the actions of the corporation.

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        IN WITNESS WHEREOF, the undersigned incorporators have hereunto set their signatures on this the 1^st day of May, 1957.

R. C. COBB R. C. COBB	(L.S.)
ALICE COBB ALICE COBB	(L.S.)
JEFF R. ROBERTSON JEFF R. ROBERTSON	(L.S.)

STATE OF ALABAMA	)
FAYETTE COUNTY	)

        Before me, the undersigned authority in and for said County and State, personally appeared R. C. Cobb who is known to me and who being by me first duly sworn, deposes and says that he is the person who was selected and designated by the incorporators of R. C. Cobb, Inc., at the first meeting of the incorporators held in the City of Fayette, Alabama, on the 28th day of February, 1957, to receive subscriptions to the capital stock of said corporation; that the total amount subscribed for said capital stock was Two Thousand (2000) shares of common stock of the par value of One and No/100 ($1.00) Dollar per share, and that said subscriptions have been paid in cash, each subscriber paying the amount in cash as shown by the amount opposite his name on the copy of the subscription list hereto attached, market Exhibit "A", and the total amount of cash being paid in amounts to Two Thousand and No/100 ($2000.00) Dollars.

        Affiant further states that the attached paper is a true copy of the list of subscribers to the capital stock of said corporation.

R. C. COBB R. C. Cobb

Sworn to and
subscribed before me
this the 1^st day of
May, 1957.

MIRIAM NICHOLS Notary Public
(Seal)

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EXHIBIT A

STATE OF ALABAMA	)
	)
FAYETTE COUNTY	)

LIST OF SUBSCRIPTIONS TO CAPITAL STOCK OF
R. C. COBB, INC.

        We, the undersigned, incorporators of and subscribers for stock of R. C. Cobb, Inc., hereby subscribe for the number of shares shown opposite our respective names of the capital stock of R. C. Cobb, Inc., a corporation organized under the laws of the State of Alabama, all of said stock being common stock for the par value of One and No/100 (1.00) Dollar per share.

Name	Shares	Amount
R. C. Cobb	1998	$	1998.00
Alice Cobb	1		1.00
Jeff R. Robertson	1		1.00

        Payment for the said shares of stock hereinabove set out by each of the respective subscribers is in cash and all of the stock subscribed for by the said incorporators as hereinabove set out is fully paid for and is not assessable.

        Witness our hands this 1st day of May, 1957.

R. C. COBB R. C. COBB

ALICE COBB ALICE COBB

JEFF R. ROBERTSON JEFF R. ROBERTSON

STATE OF ALABAMA. FAYETTE COUNTY

        I hereby certify that the within Certificate of Incorporation was received in this office for recording on the 2 day of May 1957 at 11 o'clock A. M. and recorded in Corporations Record, Vol. 2, Pages 58-59 on the 3 day of May 1957 and examined.

Clyde C. Cargile

Judge of Probate

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Exhibit 3.5

AMENDMENT TO CERTIFICATE OF INCORPORATION OF R. C. COBB, INC.
EXHIBIT A
LIST OF SUBSCRIPTIONS TO CAPITAL STOCK OF R. C. COBB, INC.

EX-3.6

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Exhibit 3.6

BYLAWS
OF
R.C. COBB, INC.
(the "Corporation")

ARTICLE I.

OFFICES

        The Corporation may have such offices, either within or without the State of Alabama, as the Board of Directors may designate or as the business of the Corporation may require from time to time.

        The registered office of the Corporation, required by the Alabama Business Corporation Act (the "Act") to be maintained in the State of Alabama, may be, but need not be, identical with the principal office in the State of Alabama, and the address of the registered office may be changed from time to time by the Board of Directors.

ARTICLE II.

SHAREHOLDERS

        2.1    Annual Meeting.

        An annual meeting of the shareholders of the Corporation shall be held on such date as may be determined by the Board of Directors. The business to be transacted at such meeting shall be the election of directors and such other business as shall be properly brought before the meeting.

        2.2    Special Meetings.

        A special meeting of shareholders shall be held on call of the Board of Directors and the holders of at least ten percent (10%) of all the votes entitled to be cast on any issue proposed to be considered at the proposed special meeting sign, date and deliver to the Corporation's President or Secretary one (1) or more written demands for the meeting describing the purpose or purposes for which such special meeting is to be held. Only business within the purpose or purposes described in the meeting notice may be conducted at a special shareholders' meeting.

        2.3    Place of Meetings.

        The Board of Directors may designate any place, either within or without the State of Alabama, as the place of meeting for any annual meeting or for any special meeting. If no place is fixed by the Board of Directors, the meeting shall be held at the principal office of the Corporation.

        2.4    Notice of Meetings; Waiver.

(a)    Notice.    Written notice of the date, time and place of each annual and special shareholders' meeting and, in the case of a special meeting, a description of the purpose or purposes for which the meeting is called, shall be given no fewer than ten (10) days nor more than sixty (60) days before the date of the meeting. Such notice shall comply with the requirements of Article XI of these Bylaws.

(b)    Waiver.    A shareholder may waive ay notice required by law, the Articles of Incorporation or these Bylaws before or after the date and time stated in such notice. Except as provided in the next sentence, the waiver must be in writing, be signed by the shareholder entitled to the notice and be delivered to the Corporation for inclusion in the minutes or filing with the corporate records. A shareholder's attendance at a meeting (1) waives objection to lack of notice or defective notice of the meeting, unless the shareholder at the beginning of the meeting objects to holding the meeting or transacting business at the meeting: and (2) waives objection to

consideration of a particular matter at the meeting that is not within the purpose or purposes described in the meeting notice, unless the shareholder objects to considering the matter before action is taken on the matter.

        2.5    Record Date.

        The Board of Directors shall fix as the record date for the determination of shareholders entitled to notice of a shareholders' meeting, to demand a special meeting, to vote or to take any other action, a date not more than seventy (70) days before the meeting or action requiring a determination of shareholders.

        A record date fixed for a shareholders' meeting is effective for any adjournment of such meeting unless the Board of Directors fixes a new record date, which it must do if the meeting is adjourned to a date more than one hundred twenty (120) days after the date fixed for the original meeting.

        2.6    Shareholders' List.

        After the record date for a meeting has been fixed, the Corporation shall prepare an alphabetical list of the names of all shareholders who are entitled to notice of a shareholders' meeting. Such list will be arranged by voting group (and within each voting group by class or series of shares) and will show the address of and number of shares held by each shareholder. The shareholders' list will be available for inspection by any shareholder, beginning two (2) business days after notice of the meeting is given for which the list was prepared and continuing through the meeting, at the Corporation's principal office or if the Corporation's principal office is located outside Alabama, at its registered office. A shareholder or his attorney is entitled on written demand to inspect and, for a proper purpose, to copying during regular business hours and at his expense, during the period it is available for inspection.

        2.7    Voting Groups; Quorum; Adjournment.

        All shares entitled to vote and be counted together collectively on a matter at a meeting of shareholders shall be a "voting group". Shares entitled to vote as a separate voting group may take action on a mater at a meeting only if a quorum of those shares exists with respect to that matter. Except as otherwise required by the Act or provided in the Articles of Incorporation, a majority of the votes entitled to be cast on a matter by a voting group constitutes a quorum of that voting group for action on that matter.

        Once a share is represented for any purpose at a meeting, it is, unless established to the contrary, deemed present for quorum purposes for the remainder of the meeting and for any adjournment of that meeting unless a new record date is or must be set for that adjourned meeting.

        If a quorum of a voting group shall not be present or represented at any meeting, the shares entitled to vote thereat shall have power to adjourn the meeting to a different date, time or place without notice other than announcement at the meeting of the new time, date or place to which the meeting is adjourned. At any adjourned meeting at which a quorum of any voting group shall be present or represented, any business may be transacted by such voting group which might have been transacted at the meeting as originally called.

        2.8    Voting Shares.

        Unless otherwise provided by the Act or the Articles of Incorporation, each outstanding share is entitled to one (1) vote on each matter voted on at a shareholders' meeting. Only shares are entitled to vote.

        If a quorum exists, approval of action on a matter (other than the election of directors) by a voting group entitled to vote thereon is received if the votes cast within the voting group favoring the action exceed the votes cast opposing the action, unless the Articles of Incorporation or the Constitution of

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Alabama the Act requires a greater number of affirmative votes. Unless otherwise provided in the Articles of Incorporation, directors are elected by a majority of the votes cast by the shares entitled to vote in the election at a meeting at which a quorum is present.

        2.9    Proxies.

        A shareholder may vote his shares in person or by proxy. A shareholder may appoint a proxy to vote or otherwise act for him by signing an appointment either personally or by his attorney-in-fact. An appointment of a proxy is effective when received by the Secretary or other officer or agent authorized to tabulate votes. An appointment is valid for eleven (11) months unless another period is expressly provided in the appointment form. An appointment of a proxy is revocable by the shareholder unless the appointment form conspicuously states that it is irrevocable and the appointment is coupled with an interest.

        2.10    Acceptance of Shareholder Documents.

        If the name signed on a shareholder document (a vote consent, waiver, or proxy appointment) corresponds to the name of a shareholder, the Corporation, if acting in good faith, is entitled to accept such shareholder document and give it effect as the act of the shareholder. If the name signed on such shareholder document does not correspond to the name of a shareholder, the Corporation, if acting in good faith, is nevertheless entitled to accept such shareholder document and give it effect as the act of the shareholder if:

        (i)    the shareholder is an entity and the name signed purports to be that of an officer or agent of the entity;

        (ii)  the name signed purports to be that of an administrator, executor, guardian, or conservator representing the shareholder and, if the Corporation requests, evidence of fiduciary status acceptable to the Corporation has been presented with respect to such shareholder document;

        (iii)  the name signed purports to be that of a receiver or trustee in bankruptcy of the shareholder and, if the Corporation requests, evidence of this status acceptable to the Corporation has been presented with respect to the shareholder document;

        (iv)  the name signed purports to be that of a pledgee, beneficial owner or attorney-in-fact of the shareholder and, if the Corporation requests, evidence acceptable to the Corporation of the signatory's authority to sign for the shareholder has been presented with respect to such shareholder document; or

        (v)  two or more persons are the shareholder as co-tenants or (illegible) the name signed purports to be the name of at least one (1) of the co-owners and the person signing appears to be acting on behalf of all the co-owners.

        The Corporation is entitled to reject a shareholder document if the Secretary or other officer or agent authorized to tabulate votes, acting in good faith, has a reasonable basis for doubt about the validity of the signature on such shareholder document or about the signatory's authority to sign for the shareholder.

        2.11    Action Without Meeting.

        Action required or permitted by the Constitution of Alabama or the Act to be taken at a shareholders' meeting may be taken without a meeting if the action is taken by all shareholders entitled to vote on the action.

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        The action must be evidenced by one (1) or more written consents describing the action taken, at least one of which is signed by each shareholder entitled to vote on the action, delivered to the Corporation for inclusion in the minutes or for filing with the corporate records.

        If the Act requires that notice of a proposed action be given to nonvoting shareholders and the action is to be taken by unanimous consent of the voting shareholders, then the Corporation shall give its nonvoting shareholders written notice of the proposed action at least ten (10) days before such action is taken. Such notice shall contain or be accompanied by the same material that would have been required to be sent to nonvoting shareholders in a notice of a meeting at which the proposed action would have been submitted to the shareholders for action.

        2.12    Presiding Officer and Secretary.

        Meetings of the shareholders shall be presided over by the Chairman, or if he is not present or if the Corporation shall not have a Chairman, by the President, or if neither the Chairman nor the President is present, by a chairman chosen by a majority of the shareholders entitled to vote at such meeting. The Secretary or, in his absence, an Assistant Secretary shall act as secretary of every meeting, but if neither the Secretary nor an Assistant Secretary is present, a majority of the shareholders entitled to vote at such meeting shall choose any person present to act as secretary of the meeting.

ARTICLE III.

DIRECTORS

        3.1    Powers and Duties.

        All corporate powers shall be exercised by or under the authority of and the business and affairs of the Corporation managed under the direction of the Board of Directors. Each Director must be of proper age as determined by the Act.

        3.2    Number and Term.

(a)    Number.    The Board of Directors shall consist of no fewer than one (1) or more than ten (10) members. The exact number of directors, within the minimum and maximum, or the range for the size of the Board, or whether the size of the Board shall be fixed or variable-range may be fixed, changed or determined from time to time by the Board of Directors. The Board may, however, only increase or decrease by 30 percent or less the number of directors last approved by the shareholders, but the shareholders may increase or decrease by more than 30 percent the number of directors last approved by the shareholders.

(b)    Term.    Directors shall be elected at the first annual shareholders' meeting and at each annual meeting thereafter. The terms of the initial directors shall expire at the first shareholders' meeting at which directors are elected. The terms of all other directors expire at the next annual shareholders' meeting following their election. Despite the expiration of a director's term, he shall continue to serve until his successor is elected and qualifies or until there is a decrease in the number of directors.

        3.3    Meetings; Notice.

        The Board of Directors may hold regular and special meetings either within or without the State of Alabama. The Board of Directors may permit any or all directors to participate in a regular or special meeting by, or conduct the meeting through the use of, any means of communication by which all directors participating may simultaneously hear each other during the meeting. A director participating in a meeting by this means is deemed to be present in person at the meeting.

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(a)    Regular Meetings.    Unless the Articles of Incorporation otherwise provide, regular meetings of the Board of Directors may be held without notice of the date, time, place or purpose of the meeting.

(b)    Special Meetings.    Special meetings of the Board of Directors may be called by the Chairman, the President or any two (2) directors. Unless the Articles of Incorporation otherwise provide, special meetings must be preceded by at least twenty-four (24) hours' notice of the date, time and place of the meeting but need not describe the purpose of such meeting. Such notice shall comply with the requirements of Article XI of these Bylaws.

(c)    Adjourned Meetings.    Notice of an adjourned meeting need not be given if the time and place to which the meeting is adjourned are fixed at the meeting                        the adjournment is taken, and if the period of adjournment does not exceed one (1)                         any one (1) adjournment.

(d)    Waiver of Notice.    A director may waive any required notice before or after the date and time stated in the notice. Except as provided in the next sentence, the waiver must be in writing, signed by the director entitled to notice and filed with the minutes or corporate records. A director's attendance at or participation in a meeting waives any objection to lack of any required notice to him or defective notice of such meeting unless the director at the beginning of the meeting (or promptly upon his arrival) objects to holding the meeting or transacting business at the meeting and does not thereafter vote for or assent to action taken at the meeting and waives objection to consideration of a particular matter that is not within the purpose or purposes described in the meeting notice, unless the director objects to considering the matter before action is taken on the matter.

        3.4    Quorum.

        Unless the Articles of Incorporation require a greater number, a quorum of the Board of Directors consists of a majority of the fixed number of directors if the Corporation has a fixed board size or a majority of the number of directors prescribed, or if the number is prescribed, the number in office immediately before the meeting begins, if the Corporation has a variable range board.

        3.5    Voting.

        If a quorum is present when a vote is taken, the affirmative vote of a majority of directors present is the act of the Board of Directors, unless the Articles of Incorporation or these Bylaws require the vote of a greater number of directors. A director who is present at a meeting of the Board of Directors when corporate action is taken is deemed to have assented to such actions unless:

        (i)    he objects at the beginning of the meeting (or promptly upon his arrival) to holding the meeting or transacting business at the meeting or, as to a matter required under the Articles of Incorporation or the Bylaws to be included in the notice of the purpose of the meeting, he objects before action is taken on the matter;

        (ii)  his dissent or abstention from the action taken is entered in the minutes of the meeting: or

        (iii)  he delivers written notice of his dissent or abstention to the presiding officer of the meeting before its adjournment. The right of dissent or abstention is not available to a director who votes in favor of the action taken.

        3.6    Action Without Meeting.

        Unless the Articles of Incorporation otherwise provide, any action required or permitted by the Act to be taken at a Board of Directors meeting may be taken without a meeting if the action is taken by all members of the Board. Such action must be evidenced by one or more written consents

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describing the action taken, signed by each director and included in the minutes or filed with the corporate records reflecting the action taken. Action taken by consent is effective when the last director signs the consent, unless the consent specifies a different effective date.

        3.7    Compensation.

        Directors and members of any committee created by the Board of Directors shall be entitled to such reasonable compensation for their services as directors and members of such committee as shall be fixed from time to time by the Board, and shall also be entitled to reimbursement for any reasonable expenses incurred in attending meetings of the Board or of any such committee meetings. Any director receiving such compensation shall not be barred from serving the Corporation in any other capacity and receiving reasonable compensation for such other services.

        3.8    Resignation.

        A director may resign at any time by delivering written notice to the Board of Directors, its Chairman, or to the Corporation. A resignation is effective when the notice is delivered unless the notice specifies a later effective date.

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        3.9    Vacancies.

        Unless the Articles of Incorporation otherwise provide, if a vacancy occurs on the Board of Directors, including a vacancy resulting from an increase in the number of directors or a vacancy resulting from the removal of a director with or without cause, either the shareholders or the Board of Directors may fill such vacancy. If the directors remaining in office constitute fewer than a quorum of the Board of Directors, they may fill such vacancy by the affirmative vote of a majority of all the directors remaining in office. If the vacant office was held by a director elected by a voting group of shareholders, only the holders of shares of that voting group shall be entitled to vote to fill the vacancy if it is filled by the shareholders.

        3.10    Removal of Directors.

(a)    By Shareholders.    The shareholders may remove one (1) or more directors with or without cause unless the Articles of Incorporation provide that directors may be removed only for cause. If a director is elected by a voting group of shareholders, only the shareholders of that voting group may participate in the vote to remove him without cause. If cumulative voting is authorized, a director may not be removed if the number of votes sufficient to elect him under cumulative voting is voted against his removal. If cumulative voting is not authorized, a director may be removed only if the number of votes cast to remove him exceeds the number of votes cast not to remove him.

(b)    By Directors.    If so provided by the Articles of Incorporation, any of the directors may be removed for cause by the affirmative vote of a majority of the entire Board of Directors.

(c)    General.    A director may be removed by the shareholders or directors only at a meeting called for the purpose of removing him, and the meeting notice must state that the purpose, or one (1) of the purposes of the meeting is removal of director.

ARTICLE IV.

COMMITTEES

        Unless the Articles of Incorporation otherwise provide, the Board of Directors may create one (1) or more committees, each consisting of one (1) or more members. All members of committees of the Board of Directors which exercise powers of the Board of Directors must be members of the Board of Directors and serve at the pleasure of the Board of Directors.

        The creation of a committee and appointment of a member or members to it must be approved by the greater of (i) a majority of all directors in office when the action is taken or (ii) the number of directors required by the Articles of Incorporation or these Bylaws to take action.

        Unless otherwise provided in the Act, to the extent specified by the Board of Directors or in the Articles of Incorporation, each committee may exercise the authority of the Board of Directors except as otherwise provided in the Act. All such committees and their members shall be governed by the same statutory requirements regarding meetings, action without meetings, notice and waiver of notice, quorum and voting requirements as are applicable to the Board of Directors and its members.

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ARTICLE V.

OFFICERS

        5.1    Number.

        The officers of the Corporation shall be a Chairman, a President, a Secretary and such other officers as may be from time to time appointed by the Board of Directors or by the Chairman with the Board of Directors' approval. One person may simultaneously hold more than one office.

        5.2    Appointment.

        The principal officers shall be appointed annually by the Board of Directors at the first meeting of the Board following the annual meeting of the shareholders, or as soon thereafter as is conveniently possible. Each officer shall serve at the pleasure of the Board of Directors and until his successor shall have been appointed, or until his death, resignation or removal.

        5.3    Resignation and Removal.

        An officer may resign at any time by delivering notice to the Corporation. Such resignation is effective when such notice is delivered unless such notice specifies a later effective date. An officer's resignation does not affect the Corporation's contract rights, if any, with the officer.

        The Board of Directors may remove any officer at any time with or without cause, but such removal shall not prejudice the contract rights, if any, of the person so removed.

        5.4    Vacancies.

        Any vacancy in an office from any cause may be filled for the unexpired portion of the term by the Board of Directors.

        5.5    Duties.

(a)    Chairman.    The Chairman shall preside at all meetings of the shareholders and the Board of Directors, shall be the Chief Executive Officer of the Corporation, and shall see that all orders and resolutions of the Board of Directors are            into effect.

(b)    President.    The President shall be the Chief Operating Officer of the Corporation and shall have general supervision over the active management of the business of the Corporation. He shall have the general powers and duties of supervision and management usually vested in the office of the President of a corporation and shall perform such other duties as the Board of Directors may from time to time prescribe.

(c)    Vice President.    The Vice President or Vice Presidents (if any) shall be active executive officers of the Corporation, shall assist the Chairman and the President in the active management of the business, and shall perform such other duties as the Board of Directors may from time to time prescribe.

(d)    Secretary.    The Secretary shall attend all meetings of the Board of Directors and all meetings of the shareholders and shall prepare and record all votes and all minutes of all such meetings in a book to be kept for that purpose; he shall perform like duties for any committee when required. The Secretary shall give, or cause to be given, notice of all meetings of the shareholders and of the Board of Directors when required, and unless directed otherwise by the Board of Directors, shall keep a stock record containing the names of all persons who are shareholders of the Corporation, showing their place of residence and the number of shares held by them respectively. The Secretary shall have the responsibility of authenticating records of the Corporation. The Secretary shall perform such other duties as may be prescribed from time to time by the Board of Directors.

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(e)    Treasurer.    The Treasurer shall have the custody of the Corporation's funds and securities, shall keep or cause to be kept full and accurate account of receipts and disbursements in books belonging to the Corporation, and shall deposit or cause to be deposited all moneys and other valuable effects in the name and to the credit of the Corporation in such depositories as may be designated by the Board of Directors. The Treasurer shall disburse or cause to be disbursed the funds of the Corporation as required in the ordinary course of business or as may be ordered by the Board, taking proper vouchers for such disbursements, and shall render to the Chairman, the President and directors at the regular meetings of the Board, or whenever they may require it, an account of all of his transactions as Treasurer and the financial condition of the Corporation. He shall perform such other duties as may be incident to his office or as prescribed from time to time by the Board of Directors. The Treasurer shall give the Corporation a bond, if required by the Board of Directors, in a sum and with one or more sureties satisfactory to the Board for the faithful performance of the duties of his office and for the restoration to the Corporation in case of his death, resignation, retirement or removal from office, of all books, papers, vouchers, money and other property of whatever kind in his possession or under his control belonging to the Corporation.

(f)    Other Officers.    Other officers appointed by the Board of Directors shall exercise such powers and perform such duties as may be delegated to them.

(g)    Delegation of Duties.    In case of the absence or disability of any officer of the Corporation or of any person authorized to act in his place, the Board of Directors may from time to time delegate the power and duties of such officer to any officer or any            or any other person whom it may select, during such period of absence or disability.

        5.6    Indemnification, Advancement of Expenses and Insurance.

(a)    Indemnification and Advancement of Expenses.    The Corporation shall indemnify and advance expenses to each director and officer of the Corporation or any person who may have served at the request of the Corporation's Board of Directors or its Executive Officer as a director or officer of another corporation (and, in either case, his named executors and administrators), to the full extent allowed by the laws of the State of Alabama, both as now in effect and as hereafter adopted. The Corporation may indemnify and advance expenses to any employee or agent of the Corporation who is not a director or officer and his heirs, executors and administrators to the same extent as to a director or officer, if the Board of Directors determines that to do so is in the best interests of the Corporation.

(b)    Non-Exclusivity of Rights.    The indemnification and advancement of expenses provisions of subsection (a) of this Section 5.6 shall not be exclusive of any other right which any person (and his heirs, executors and administrators) may have or hereafter acquire under any statute, provision of the Articles of Incorporation, provision of these Bylaws, resolution adopted by the shareholders, resolution adopted by the Board of Directors, agreement, insurance, purchased by the Corporation or otherwise, both as to action in his official capacity and as to action in another capacity.

(c)    Insurance.    The Corporation may maintain insurance, at its expense, to protect itself and any individual who is or was a director, officer, employee or agent of the Corporation, or who, while a director, officer, employee or agent of the Corporation, is or was serving at the request of the Corporation's Board of Directors or its Chief Executive Officer, as a director, officer, partner, trustee, employee or agent of another corporation, partnership, joint venture, trust, employee benefit plan or other enterprise against any expense, liability or loss whether or not the Corporation would have the power to indemnify such person against such expense, liability or loss under this Article or the Act.

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ARTICLE VI.

SHARES OF STOCK

        6.1    Certificates for Shares.    Certificates representing shares of the Corporation shall include the following on its face: (i) the Corporation's name, (ii) the fact that the Corporation is organized under the laws of the State of Alabama, (iii) the name of the person to whom the certificate is issued, (iv) the number of shares represented thereby, (v) the class of shares and the designation of the series, if any, which the certificate represents, and (vi) such other information as applicable law may require or as may be lawful.

        If the Corporation is authorized to issue different classes of shares or different series within a class, the designations, relative rights, preferences and limitations applicable to each class and the variations in rights, preferences, and limitations determined for each series (and the authority of the Board of Directors to determine variations for future series) shall be set forth or summarized on the front or back of each certificate. Alternatively, each certificate shall state conspicuously on its front or back that the Corporation will furnish the shareholder this information in writing, without charge, upon request.

        Each certificate of stock issued by the Corporation shall be signed (either manually or in facsimile) by the Chairman, the President or a Vice President, and by the Secretary, an Assistant Secretary, the Treasurer or an Assistant Treasurer. If the person who signed a certificate no longer holds office when the certificate is issued, the certificate is nonetheless valid.

        6.2    Subscriptions for Shares.

        Subscriptions for shares of the Corporation shall be valid only if they are in writing. Unless the subscription agreement provides otherwise, subscriptions for shares, regardless of the time when they are made, shall be paid in full at such time, or in such installments and at such periods, as shall be determined by the Board of Directors. All calls for payment on subscriptions shall be uniform as to all shares of the same class or of the same series, unless the subscription agreement specifies otherwise.

        6.3    Transfers.

        Transfers of shares of the capital stock of the Corporation shall be made only on the books of the Corporation by (i) the holder of record thereof, (ii) by his legal representative, who, upon request of the Corporation, shall furnish proper evidence of authority to transfer, or (iii) his attorney, authorized by a power of attorney duly executed and filed with the Secretary of the Corporation or a duly appointed transfer agent. Such transfers shall be made only upon surrender, if applicable, of the certificate or certificates for such shares properly endorsed and with all taxes thereon paid.

        6.4    Lost, Destroyed or Stolen Certificates.

        No certificate for shares of stock of the Corporation shall be issued in place of any certificate alleged to have been lost, destroyed or stolen except on production of evidence satisfactory to the Board of Directors, of such loss, destruction or theft, and, if the Board of Directors so requires, upon the furnishing of an indemnity bond in such amount and with such terms and such surety as the Board of Directors may in its discretion require.

ARTICLE VII.

CORPORATE ACTIONS

        7.1    Contracts.    Unless otherwise required by the Board of Directors, the Chairman, the President or any Vice President shall execute contracts or other instruments on behalf of and in the name of the Corporation. The Board of Directors may from time to time authorize any other officer, assistant

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officer or agent to enter into any contract or execute any instrument in the name of and on behalf of the Corporation as it may deem appropriate, and such authority may be general or confined to specific instances.

        7.2    Loans.

        No loans shall be contracted on behalf of the Corporation and no evidence of indebtedness shall be issued in its name unless authorized by the Chairman, the President, or the Board of Directors. Such authority may be general or confined to specific instances.

        7.3    Checks, Drafts, Etc.

        Unless otherwise required by the Board of Directors, all checks, drafts, bills of exchange and other negotiable instruments of the Corporation shall be signed by either the Chairman, the President, a Vice President or such other officer, assistant officer or agent of the Corporation as may be authorized so to do by the Board of Directors. Such authority may be general or confined to specific business, and, if so directed by the Board, the signatures of two or more such officers may be required.

        7.4    Deposits.

        All funds of the Company not otherwise employed shall be deposited from time to time to the credit of the Corporation in such banks or other depositories as the Board of Directors may authorize.

        7.5    Voting Securities Held by the Corporation.

        Unless otherwise required by the Board of Directors, the Chairman or the President shall have full power and authority on behalf of the Corporation to attend any meeting of security holders, or to take action on written consent as a security holder, of other corporations in which the Corporation may hold securities. In connection therewith the Chairman or the President shall possess and may exercise any and all rights and powers incident to the ownership of such securities which the Corporation possesses. The Board of Directors may, from time to time, confer like powers upon any other person or persons.

        7.6    Dividends.

        The Board of Directors may, from time to time, declare, and the Corporation may pay, dividends on its outstanding shares of capital stock in the manner and upon the terms and conditions provided by applicable law. The record date for the determination of shareholders entitled to receive the payment of any dividend shall be determined by the Board of Directors, but which in any event shall not be less than ten (10) days prior to the date of such payment.

ARTICLE VIII.

FISCAL YEAR

        The fiscal year of the Corporation shall be determined by the Board of Directors, and in the absence of such determination, shall be the calendar year.

ARTICLE IX.

CORPORATE SEAL

        The Corporation shall not have a corporate seal.

ARTICLE X.

AMENDMENT OF BY-LAWS

        These Bylaws may be altered, amended, repealed or restated, and new Bylaws may be adopted, at any meeting of the shareholders by the affirmative vote of a majority of the stock represented at such

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meeting, or by the affirmative vote of a majority of the members of the Board of Directors who are present at any regular or special meeting.

ARTICLE XI.

NOTICE

        Unless otherwise provided for in these Bylaws, any notice required shall be in writing except that oral notice is effective if it is reasonable under the circumstances and not prohibited by the Articles of Incorporation or these Bylaws. Notice may be communicated in person, by telephone, telegraph, teletype or other form of wire or wireless communication, or by mail or private carrier. If these forms of personal notice are impracticable, notice may be communicated by a newspaper of general circulation in the area where published, or by radio, television or other form of public broadcast communication. Written notice to a domestic or foreign corporation authorized to transact business in Alabama may be addressed to its registered agent at its registered office or to the corporation or its secretary at its principal office as shown in its most recent annual report or, in the case of a foreign corporation that has not yet delivered an annual report, in its application for a certificate of authority.

        Written notice to shareholders, if in a comprehensible form, is effective when mailed, if mailed postpaid and correctly addressed to the shareholder's address shown in the Corporation's current record of shareholders. Except as provided above, written notice, if in a comprehensible form, is effective at the earliest of the following: (a) when received; (b) five (5) days after its deposit in the United States mail, if mailed correctly addressed and with first class postage affixed thereon; (c) on the date shown on the return receipt, if sent by registered or certified mail, return receipt requested, and the receipt is signed by or on behalf of the addressee; or (d) twenty (20) days after its deposit in the United States mail as evidenced by the postmark if mailed correctly addressed, and with other than first class, registered or certified postage affixed. Oral notice is effective when communicated if communicated in a comprehensible manner.

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Exhibit 3.6

BYLAWS OF R.C. COBB, INC. (the "Corporation")
ARTICLE I. OFFICES
ARTICLE II. SHAREHOLDERS
ARTICLE III. DIRECTORS
ARTICLE IV. COMMITTEES
ARTICLE V. OFFICERS
ARTICLE VI. SHARES OF STOCK
ARTICLE VII. CORPORATE ACTIONS
ARTICLE VIII. FISCAL YEAR
ARTICLE IX. CORPORATE SEAL
ARTICLE X. AMENDMENT OF BY-LAWS
ARTICLE XI. NOTICE

EX-3.7

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Exhibit 3.7

ARTICLES OF INCORPORATION
OF
COBB FINANCE CORP.

        Pursuant to the provisions of the Alabama Business Corporation Act, the undersigned hereby adopts the following Articles of Incorporation:

ARTICLE I

        The name of the Corporation is Cobb Finance Corp.

ARTICLE II

        The purpose for which the Corporation is formed is the transaction of any lawful business for which corporations may be organized under the Alabama Business Corporation Act.

ARTICLE III

        The total number of shares of stock which the Corporation shall have authority to issue is 10,000 shares, consisting of 10,000 shares of Common Stock, par value $.01 per share.

ARTICLE IV

        The address of the Corporation's initial registered office in the State of Alabama is 924 Montclair Road, Birmingham, Alabama 35213 and the name of its initial registered agent at such address is Robert M. Cobb.

ARTICLE V

        The names and mailing addresses of the initial Board of Directors, to serve until their successors are elected and qualified pursuant to the Alabama Business Corporation Act and the Bylaws adopted by this Corporation, are as follows:

Rowland C. Cobb, Jr.	924 Montclair Road Birmingham, Alabama 35213
Robert M. Cobb	924 Montclair Road Birmingham, Alabama 35213
Jefferson R. Cobb	924 Montclair Road Birmingham, Alabama 35213

        Election of Directors need not be by written ballot.

ARTICLE VI

        A Director of the Corporation shall not be liable to the Corporation or its shareholders for money damages for any action taken, or any failure to take any action, as a Director, except liability for (a) the amount of a financial benefit received by a Director to which he or she is not entitled, (b) an intentional infliction of harm on the Corporation or its shareholders, (c) a violation of Section 10-2B-8.33 of the Code of Alabama 1975, as amended, (d) an intentional violation of criminal law, or (e) a breach of the Director's duty of loyalty to the Corporation or its shareholders.

ARTICLE VII

        The name and mailing address of the sole Incorporator is as follows:

Cobb Theatres, L.L.C.
924 Montclair Road
Birmingham, Alabama 35213

IN WITNESS WHEREOF, the undersigned, being the sole Incorporator hereinbefore named, for the purpose of forming a corporation pursuant to the Alabama Business Corporation Act, does make these Articles and does hereby declare and certify that the facts stated herein are true, and accordingly does hereunto sign these Articles of Incorporation this 19^th day of January, 1996.

Cobb Theatres, L.L.C.
By:	/s/  ROBERT M. COBB Robert M. Cobb Its Member-Manager

This instrument prepared by:

Ross N. Cohen
Haskell Slaughter Young & Johnston,
        Professional Association
1200 AmSouth/Harbert Plaza
1901 Sixth Avenue North
Birmingham, Alabama 35203

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Exhibit 3.7

ARTICLES OF INCORPORATION OF COBB FINANCE CORP.

EX-3.8

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Exhibit 3.8

BYLAWS
OF
COBB FINANCE CORP.
(the "Corporation")

ARTICLE I.

OFFICES

        The Corporation may have such offices, either within or without the State of Alabama, as the Board of Directors may designate or as the business of the Corporation may require from time to time.

        The registered office of the Corporation, required by the Alabama Business Corporation Act (the "Act") to be maintained in the State of Alabama, may be, but need not be, identical with the principal office of the State of Alabama, and the address of the registered office may be changed from time to time by the Board of Directors.

ARTICLE II.

SHAREHOLDERS

        2.1    Annual Meeting.

        An annual meeting of the shareholders of the Corporation shall be held on such date as may be determined by the Board of Directors. The business to be transacted at such meeting shall be the election of directors and such other business as shall be properly brought before the meeting.

        2.2    Special Meetings.

        A special meeting of shareholders shall be held on call of the Board of Directors or if the holders of at least ten percent (10%) of all the votes entitled to be cast on any issue proposed to be considered at the proposed special meeting sign, date and deliver to the Corporation's President or Secretary one (1) or more written demands for the meeting describing the purpose or purposes for which such special meeting is to be held. Only business within the purpose or purposes described in the meeting notice may be conducted at a special shareholders' meeting.

        2.3    Place of Meetings.

        The Board of Directors may designate any place, either within or without the State of Alabama, as the place of meeting for any annual meeting or for any special meeting. If no place is fixed by the Board of Directors, the meeting shall be held at the principal office of the Corporation.

        2.4    Notice of Meetings; Waiver.

(a)    Notice.    Written notice of the date, time and place of each annual and special shareholders' meeting and, in the case of a special meeting, a description of the purpose or purposes for which the meeting is called, shall be given no fewer than ten (10) days nor more than sixty (60) days before the date of the meeting. Such notice shall comply with the requirements of Article XI of these Bylaws.

(b)    Waiver.    A shareholder may waive any notice required by law, the Articles of Incorporation or these Bylaws before or after the date and time stated in such notice. Except as provided in the next sentence, the waiver must be in writing, be signed by the shareholder entitled to the notice and be delivered to the Corporation for inclusion in the minutes or filing with the corporate records. A shareholder's attendance at a meeting (1) waives objection to lack of notice or defective notice of the meeting, unless the shareholder at the beginning of the meeting objects to holding the meeting or transacting business at the meeting; and (2) waives objection to consideration of a particular matter at the meeting that is not within the purpose or purposes

described in the meeting notice, unless the shareholder objects to considering the matter before action is taken on the matter.

        2.5    Record Date.

        The Board of Directors shall fix as the record date for the determination of shareholders entitled to notice of a shareholders' meeting, to demand a special meeting, to vote or to take any other action, a date not more than seventy (70) days before the meeting or action requiring a determination of shareholders.

        A record date fixed for a shareholders' meeting is effective for any adjournment of such meeting unless the Board of Directors fixes a new record date, which it must do if the meeting is adjourned to a date more than one hundred twenty (120) days after the date fixed for the original meeting.

        2.6    Shareholders' List.

        After the record date for a meeting has been fixed, the Corporation shall prepare an alphabetical list of the names of all shareholders who are entitled to notice of a shareholders' meeting. Such list will be arranged by voting group (and within each voting group by class or series of shares) and will show the address of and number of shares held by each shareholder. The shareholders' list will be available for inspection by any shareholder, beginning two (2) business days after notice of the meeting is given for which the list was prepared and continuing through the meeting, at the Corporation's principal office or, if the Corporation's principal office is located outside Alabama, at its registered office. A shareholder or his agent or attorney is entitled on written demand to inspect and, for a proper purpose, to copy the list, during regular business hours and at his expense, during the period it is available for inspection.

        2.7    Voting Groups; Quorum; Adjournment.

        All shares entitled to vote and be counted together collectively on a matter at a meeting of shareholders shall be a "voting group". Shares entitled to vote as a separate voting group may take action on a matter at a meeting only if a quorum of those shares exists with respect to that matter. Except as otherwise required by the Act or provided in the Articles of Incorporation, a majority of the votes entitled to be cast on a matter by a voting group constitutes a quorum of that voting group for action on that matter.

        Once a share is represented for any purpose at a meeting, it is, unless established to the contrary, deemed present for quorum purposes for the remainder of the meeting and for any adjournment of that meeting unless a new record date is or must be set for that adjourned meeting.

        If a quorum of a voting group shall not be present or represented at any meeting, the shares entitled to vote thereat shall have power to adjourn the meeting to a different date, time or place without notice other than announcement at the meeting of the new time, date or place to which the meeting is adjourned. At any adjourned meeting at which a quorum of any voting group shall be present or represented, any business may be transacted by such voting group which might have been transacted at the meeting as originally called.

        2.8    Voting of Shares.

        Unless otherwise provided by the Act or the Articles of Incorporation, each outstanding share is entitled to one (1) vote on each matter voted on at a shareholders' meeting. Only shares are entitled to vote.

        If a quorum exists, approval of action on a matter (other than the election of directors) by a voting group entitled to vote thereon is received if the votes cast within the voting group favoring the action exceed the votes cast opposing the action, unless the Articles of Incorporation or the Constitution of Alabama the Act requires a greater number of affirmative votes. Unless otherwise provided in the

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Articles of Incorporation, directors are elected by a majority of the votes cast by the shares entitled to vote in the election at a meeting at which a quorum is present.

        2.9    Proxies.

        A shareholder may vote his shares in person or by proxy. A shareholder may appoint a proxy to vote or otherwise act for him by signing an appointment either personally or by his attorney-in-fact. An appointment of a proxy is effective when received by the Secretary or other officer or agent authorized to tabulate votes. An appointment is valid for eleven (11) months unless another period is expressly provided in the appointment form. An appointment of a proxy is revocable by the shareholder unless the appointment form conspicuously states that it is irrevocable and the appointment is coupled with an interest.

        2.10    Acceptance of Shareholder Documents.

        If the name signed on a shareholder document (vote, consent, waiver, or proxy appointment) corresponds to the name of a shareholder, the Corporation, if acting in good faith, is entitled to accept such shareholder document and give it effect as the act of the shareholder. If the name signed on such shareholder document does not correspond to the name of a shareholder, the Corporation, if acting in good faith, is nevertheless entitled to accept such shareholder document and to give it effect as the act of the shareholder if:

          (i)  the shareholder is an entity and the name signed purports to be that of an officer or agent of the entity;

        (ii)  the name signed purports to be that of an administrator, executor, guardian, or conservator representing the shareholder and, if the Corporation requests, evidence of fiduciary status acceptable to the Corporation has been presented with respect to such shareholder document;

        (iii)  the name signed purports to be that of a receiver or trustee in bankruptcy of the shareholder and, if the Corporation requests, evidence of this status acceptable to the Corporation has been presented with respect to the shareholder document;

        (iv)  the name signed purports to be that of a pledgee, beneficial owner or attorney-in-fact of the shareholder and, if the Corporation requests, evidence acceptable to the Corporation of the signatory's authority to sign for the shareholder has been presented with respect to such shareholder document; or

        (v)  two or more persons are the shareholder as co-tenants or fiduciaries and the name signed purports to be the name of at least one (1) of the co-owners and the person signing appears to be acting on behalf of all the co-owners.

        The Corporation is entitled to reject a shareholder document if the Secretary or other officer or agent authorized to tabulate votes, acting in good faith, has a reasonable basis for doubt about the validity of the signature on such shareholder document or about the signatory's authority to sign for the shareholder.

        2.11    Action Without Meeting.

        Action required or permitted by the Constitution of Alabama or the Act to be taken at a shareholders' meeting may be taken without a meeting if the action is taken by all shareholders entitled to vote on the action.

        The action must be evidenced by one (1) or more written consents describing the action taken, at least one of which is signed by each shareholder entitled to vote on the action, delivered to the Corporation for inclusion in the minutes or for filing with the corporate records.

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        If the Act requires that notice of a proposed action be given to nonvoting shareholders and the action is to be taken by unanimous consent of the voting shareholders, then the Corporation shall give its nonvoting shareholders written notice of the proposed action at least ten (10) days before such action is taken. Such notice shall contain or be accompanied by the same material that would have been required to be sent to nonvoting shareholders in a notice of a meeting at which the proposed action would have been submitted to the shareholders for action.

        2.12    Presiding Officer and Secretary.

        Meetings of the shareholders shall be presided over by the Chairman, or if he is not present or if the Corporation shall not have a Chairman, by the President, or if neither the Chairman nor the President is present, by a chairman chosen by a majority of the shareholders entitled to vote at such meeting. The Secretary or, in his absence, an Assistant Secretary shall act as secretary of every meeting, but if neither the Secretary nor an Assistant Secretary is present, a majority of the shareholders entitled to vote at such meeting shall choose any person present to act as secretary of the meeting.

ARTICLE III.

DIRECTORS

        3.1    Powers and Duties.

        All corporate powers shall be exercised by or under the authority of and the business and affairs of the Corporation managed under the direction of the Board of Directors. Each Director must be of proper age as determined by the Act.

        3.2    Number and Term.

(a)    Number.    The Board of Directors shall consist of no fewer than one (1) or more than ten (10) members. The exact number of directors, within the minimum and maximum, or the range for the size of the Board, or whether the size of the Board shall be fixed or variable-range may be fixed, changed or determined from time to time by the Board of Directors. The Board may, however, only increase or decrease by 30 percent or less the number of directors last approved by the shareholders, but the shareholders may increase or decrease by more than 30 percent the number of directors last approved by the shareholders.

(b)    Term.    Directors shall be elected at the first annual shareholders' meeting and at each annual meeting thereafter. The terms of the initial directors shall expire at the first shareholders' meeting at which directors are elected. The terms of all other directors expire at the next annual shareholders' meeting following their election. Despite the expiration of a director's term, he shall continue to serve until his successor is elected and qualifies or until there is a decrease in the number of directors.

        3.3    Meetings; Notice.

        The Board of Directors may hold regular and special meetings either within or without the State of Alabama. The Board of Directors may permit any or all directors to participate in a regular or special meeting by, or conduct the meeting through the use of, any means of communication by which all directors participating may simultaneously hear each other during the meeting. A director participating in a meeting by this means is deemed to be present in person at the meeting.

(a)    Regular Meetings.    Unless the Articles of Incorporation otherwise provide, regular meetings of the Board of Directors may be held without notice of the date, time, place or purpose of the meeting.

(b)    Special Meetings.    Special meetings of the Board of Directors may be called by the Chairman, the President or any two (2) directors. Unless the Articles of Incorporation otherwise

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provide, special meetings must be preceded by at least twenty-four (24) hours' notice of the date, time and place of the meeting but need not describe the purpose of such meeting. Such notice shall comply with the requirements of Article XI of these Bylaws.

(c)    Adjourned Meetings.    Notice of an adjourned meeting need not be given if the time and place to which the meeting is adjourned are fixed at the meeting at which the adjournment is taken, and if the period of adjournment does not exceed one (1) month in any one (1) adjournment.

(d)    Waiver of Notice.    A director may waive any required notice before or after the date and time stated in the notice. Except as provided in the next sentence, the waiver must be in writing, signed by the director entitled to notice and filed with the minutes or corporate records. A director's attendance at or participation in a meeting waives any objection to lack of any required notice to him or defective notice of such meeting unless the director at the beginning of the meeting (or promptly upon his arrival) objects to holding the meeting or transacting business at the meeting and does not thereafter vote for or assent to action taken at the meeting and waives objection to consideration of a particular matter that is not within the purpose or purposes described in the meeting notice, unless the director objects to considering the matter before action is taken on the matter.

        3.4    Quorum.

        Unless the Articles of Incorporation require a greater number, a quorum of the Board of Directors consists of a majority of the fixed number of directors if the Corporation has a fixed board size or a majority of the number of directors prescribed, or if no number is prescribed, the number in office immediately before the meeting begins, if the Corporation has a variable range board.

        3.5    Voting.

        If a quorum is present when a vote is taken, the affirmative vote of a majority of directors present is the act of the Board of Directors, unless the Articles of Incorporation or these Bylaws require the vote of a greater number of directors. A director who is present at a meeting of the Board of Directors when corporate action is taken is deemed to have assented to such action unless:

          (i)  he objects at the beginning of the meeting (or promptly upon his arrival) to holding the meeting or transacting business at the meeting or, as to a matter required under the Articles of Incorporation or the Bylaws to be included in the notice of the purpose of the meeting, he objects before action is taken on the matter.

        (ii)  his dissent or abstention from the action taken is entered in the minutes of the meeting; or

        (iii)  he delivers written notice of his dissent or abstention to the presiding officer of the meeting before its adjournment. The right of dissent or abstention is not available to a director who votes in favor of the action taken.

        3.6    Action Without Meeting.

        Unless the Articles of Incorporation otherwise provide, any action required or permitted by the Act to be taken at a Board of Directors meeting may be taken without a meeting if the action is taken by all members of the Board. Such action must be evidenced by one or more written consents describing the action taken, signed by each director and included in the minutes or filed with the corporate records reflecting the action taken. Action taken by consent is effective when the last director signs the consent, unless the consent specifies a different effective date.

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        3.7    Compensation.

        Directors and members of any committee created by the Board of Directors shall be entitled to such reasonable compensation for their services as directors and members of such committee as shall be fixed from time to time by the Board, and shall also be entitled to reimbursement for any reasonable expenses incurred in attending meetings of the Board or of any such committee meetings. Any director receiving such compensation shall not be barred from serving the Corporation in any other capacity and receiving reasonable compensation for such other services.

        3.8    Resignation.

        A director may resign at any time by delivering written notice to the Board of Directors, its Chairman, or to the Corporation. A resignation is effective when the notice is delivered unless the notice specifies a later effective date.

        3.9    Vacancies.

        Unless the Articles of Incorporation otherwise provide, if a vacancy occurs on the Board of Directors, including a vacancy resulting from an increase in the number of directors or a vacancy resulting from the removal of a director with or without cause, either the shareholders or the Board of Directors may fill such vacancy. If the directors remaining in office constitute fewer than a quorum of the Board of Directors, they may fill such vacancy by the affirmative vote of a majority of all the directors remaining in office. If the vacant office was held by a director elected by a voting group of shareholders, only the holders of shares of the voting group shall be entitled to vote to fill the vacancy if it is filled by the shareholders.

        3.10    Removal of Directors.

(a)    By Shareholders.    The shareholders may remove one (1) or more directors with or without cause unless the Articles of Incorporation provide that directors may be removed only for cause. If a director is elected by a voting group of shareholders, only the shareholders of that voting group may participate in the vote to remove him without cause. If cumulative voting is authorized, a director may not be removed if the number of votes sufficient to elect him under cumulative voting is voted against his removal. If cumulative voting is not authorized, a director may be removed only if the number of votes cast to remove him exceeds the number of votes cast not to remove him.

(b)    By Directors.    If so provided by the Articles of Incorporation, any of the directors may be removed for cause by the affirmative vote of a majority of the entire Board of Directors.

(c)    General.    A director may be removed by the shareholders or directors only at a meeting called for the purpose of removing him, and the meeting notice must state that the purpose, or one (1) of the purposes, of the meeting is removal of director.

ARTICLE IV.

COMMITTEES

        Unless the Articles of Incorporation otherwise provide, the Board of Directors may create one (1) or more committees, each consisting of one (1) or more members. All members of committees of the Board of Directors which exercise powers of the Board of Directors must be members of the Board of Directors and serve at the pleasure of the Board of Directors.

        The creation of a committee and appointment of a member or members to it must be approved by the greater of (i) a majority of all directors in office when the action is taken or (ii) the number of directors required by the Articles of Incorporation or these Bylaws to take action.

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        Unless otherwise provided in the Act, to the extent specified by the Board of Directors or in the Articles of Incorporation, each committee may exercise the authority of the Board of Directors except as otherwise provided in the Act. All such committees and their members shall be governed by the same statutory requirements regarding meetings, action without meetings, notice and waiver of notice, quorum and voting requirements as are applicable to the Board of Directors and its members.

ARTICLE V.

OFFICERS

        5.1    Number.

        The officers of the Corporation shall be a Chairman, a President, a Secretary and such other officers as may be from time to time appointed by the Board of Directors or by the Chairman with the Board of Directors' approval. One person may simultaneously hold more than one office.

        5.2    Appointment.

        The principal officers shall be appointed annually by the Board of Directors at the first meeting of the Board following the annual meeting of the shareholders, or as soon thereafter as is conveniently possible. Each officer shall serve at the pleasure of the Board of Directors and until his successor shall have been appointed, or until his death, resignation or removal.

        5.3    Resignation and Removal.

        An officer may resign at any time by delivering notice to the Corporation. Such resignation is effective when such notice is delivered unless such notice specifies a later effective date. An officer's resignation does not affect the Corporation's contract rights, if any, with the officer.

        The Board of Directors may remove any officer at any time with or without cause, but such removal shall not prejudice the contract rights, if any, of the person so removed.

        5.4    Vacancies.

        Any vacancy in an office from any cause may be filled for the unexpired portion of the term by the Board of Directors.

        5.5    Duties.

(a)    Chairman.    The Chairman shall preside at all meetings of the shareholders and the Board of Directors, shall be the Chief Executive Officer of the Corporation, and shall see that all orders and resolutions of the Board of Directors are carried into effect.

(b)    President.    The President shall be the Chief Operating Officer of the Corporation and shall have general supervision over the active management of the business of the Corporation. He shall have the general powers and duties of supervision and management usually vested in the office of the President of a corporation and shall perform such other duties as the Board of Directors may from time to time prescribe.

(c)    Vice President.    The Vice President or Vice Presidents (if any) shall be active executive officers of the Corporation, shall assist the Chairman and the President in the active management of the business, and shall perform such other duties as the Board of Directors may from time to time prescribe.

(d)    Secretary.    The Secretary shall attend all meetings of the Board of Directors and all meetings of the shareholders and shall prepare and record all votes and all minutes of all such meetings in a book to be kept for that purpose; he shall perform like duties for any committee when required. The Secretary shall give, or cause to be given, notice of all meetings of the shareholders and of the Board of Directors when required, and unless directed otherwise by the

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Board of Directors, shall keep a stock record containing the names of all persons who are shareholders of the Corporation, showing their place of residence and the number of shares held by them respectively. The Secretary shall have the responsibility of authenticating records of the Corporation. The Secretary shall perform such other duties as may be prescribed from time to time by the Board of Directors.

(e)    Treasurer.    The Treasurer shall have the custody of the Corporation's funds and securities, shall keep or cause to be kept full and accurate account of receipts and disbursements in books belonging to the Corporation, and shall deposit or cause to be deposited all moneys and other valuable effects in the name and to the credit of the Corporation in such depositories as may be designated by the Board of Directors. The Treasurer shall disburse or cause to be disbursed the funds of the Corporation as required in the ordinary course of business or as may be ordered by the Board, taking proper vouchers for such disbursements, and shall render to the Chairman, the President and directors at the regular meetings of the Board, or whenever they may require it, an account of all of his transactions as Treasurer and the financial condition of the Corporation. He shall perform such other duties as may be incident to his office or as prescribed from time to time by the Board of Directors. The Treasurer shall give the Corporation a bond, if required by the Board of Directors, in a sum and with one or more sureties satisfactory to the Board for the faithful performance of the duties of his office and for the restoration to the Corporation in case of his death, resignation, retirement or removal from office, of all books, papers, vouchers, money and other property of whatever kind in his possession or under his control belonging to the Corporation.

(f)    Other Officers.    Other officers appointed by the Board of Directors shall exercise such powers and perform such duties as may be delegated to them.

(g)    Delegation of Duties.    In case of the absence or disability of any officer of the Corporation or of any person authorized to act in his place, the Board of Directors may from time to time delegate the powers and duties of such officer to any officer or any director or any other person whom it may select, during such period of absence or disability.

        5.6    Indemnification, Advancement of Expenses and Insurance.

(a)    Indemnification and Advancement of Expenses.    The Corporation shall indemnify and advance expenses to each director and officer of the Corporation, or any person who may have served at the request of the Corporation's Board of Directors or its Chief Executive Officer as a director or officer of another corporation (and, in either case, his heirs, executors and administrators), to the full extent allowed by the laws of the State of Alabama, both as now in effect and as hereafter adopted. The Corporation may indemnify and advance expenses to any employee or agent of the Corporation who is not a director or officer (and his heirs, executors and administrators) to the same extent as to a director or officer, if the Board of Directors determines that to do so is in the best interests of the Corporation.

(b)    Non-Exclusivity of Rights.    The indemnification and advancement of expenses provisions of subsection (a) of this Section 5.6 shall not be exclusive of any other right which any person (and his heirs, executors and administrators) may have or hereafter acquire under any statute, provision of the Articles of Incorporation, provision of these Bylaws, resolution adopted by the shareholders, resolution adopted by the Board of Directors, agreement, insurance, purchased by the Corporation or otherwise, both as to action in his official capacity and as to action in another capacity.

(c)    Insurance.    The Corporation may maintain insurance, at its expense, to protect itself and any individual who is or was a director, officer, employee or agent of the Corporation, or who, while a director, officer, employee or agent of the Corporation, is or was serving at the request of the Corporation's Board of Directors or its Chief Executive Officer as a director, officer, partner,

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trustee, employee or agent of another corporation, partnership, joint venture, trust, employee benefit plan or other enterprise against any expense, liability, or loss whether or not the Corporation would have the power to indemnify such person against such expense, liability or loss under this Article or the Act.

ARTICLE VI.

SHARES OF STOCK

        6.1    Certificates for Shares.

        Certificates representing shares of the Corporation shall include the following on its face: (i) the Corporation's name, (ii) the fact that the Corporation is organized under the laws of the State of Alabama, (iii) the name of the person to whom the certificate is issued, (iv) the number of shares represented thereby, (v) the class of shares and the designation of the series, if any, which the certificate represents, and (vi) such other information as applicable law may require or as may be helpful.

        If the Corporation is authorized to issue different classes of shares or different series within a class, the designations, relative rights, preferences and limitations applicable to each class and the variations in rights, preferences, and limitations determined for each series (and the authority of the Board of Directors to determine variations for future series) shall be set forth or summarized on the front or back of each certificate. Alternatively, each certificate shall state conspicuously on its front or back that the Corporation will furnish the shareholder this information in writing, without charge, upon request.

        Each certificate of stock issued by the Corporation shall be signed (either manually or in facsimile) by the Chairman, the President or a Vice President, and by the Secretary, an Assistant Secretary, the Treasurer or an Assistant Treasurer. If the person who signed a certificate no longer holds office when the certificate is issued, the certificate is nonetheless valid.

        6.2    Subscription for Shares.

        Subscriptions for shares of the Corporation shall be valid only if they are in writing. Unless the subscription agreement provides otherwise, subscriptions for shares, regardless of the time when they are made, shall be paid in full at such time, or in such installments and at such periods, as shall be determined by the Board of Directors. All calls for payment on subscriptions shall be uniform as to all shares of the same class or of the same series, unless the subscription agreement specifies otherwise.

        6.3    Transfers.

        Transfers of shares of the capital stock of the Corporation shall be made only on the books of the Corporation by (i) the holder of record thereof, (ii) by his legal representative, who, upon request of the Corporation, shall furnish proper evidence of authority to transfer, or (iii) his attorney, authorized by a power of attorney duly executed and filed with the Secretary of the Corporation or a duly appointed transfer agent. Such transfers shall be made only upon surrender, if applicable, of the certificate or certificates for such shares properly endorsed and with all taxes thereon paid.

        6.4    Lost, Destroyed or Stolen Certificates.

        No certificate for shares of stock of the Corporation shall be issued in place of any certificate alleged to have been lost, destroyed or stolen except on production of evidence, satisfactory to the Board of Directors, of such loss, destruction or theft, and, if the Board of Directors so requires, upon the furnishing of an indemnity bond in such amount and with such terms and such surety as the Board of Directors may in its discretion require.

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ARTICLE VII.

CORPORATE ACTIONS

        7.1    Contracts.

        Unless otherwise required by the Board of Directors, the Chairman, the President or any Vice President shall execute contracts or other instruments on behalf of and in the name of the Corporation. The Board of Directors may from time to time authorize any other officer, assistant officer or agent to enter into any contract or execute any instrument in the name of and on behalf of the Corporation as it may deem appropriate, and such authority may be general or confined to specific instances.

        7.2    Loans.

        No loans shall be contracted on behalf of the Corporation and no evidence of indebtedness shall be issued in its name unless authorized by the Chairman, the President or the Board of Directors. Such authority may be general or confined to specific instances.

        7.3    Checks, Drafts, Etc.

        Unless otherwise required by the Board of Directors, all checks, drafts, bills of exchange and other negotiable instruments of the Corporation shall be signed by either the Chairman, the President, a Vice President or such other officer, assistant officer or agent of the Corporation as may be authorized so to do by the Board of Directors. Such authority may be general or confined to specific business, and, if so directed by the Board, the signatures of two or more such officers may be required.

        7.4    Deposits.

        All funds of the Company not otherwise employed shall be deposited from time to time to the credit of the Corporation in such banks or other depositories as the Board of Directors may authorize.

        7.5    Voting Securities Held by the Corporation.

        Unless otherwise required by the Board of Directors, the Chairman or the President shall have full power and authority on behalf of the Corporation to attend any meeting of security holders, or to take action on written consent as a security holder, of other corporations in which the Corporation may hold securities. In connection therewith the Chairman or the President shall possess and may exercise any and all rights and powers incident to the ownership of such securities which the Corporation possesses. The Board of Directors may, from time to time, confer like powers upon any other person or persons.

        7.6    Dividends.

        The Board of Directors may, from time to time, declare, and the Corporation may pay, dividends on its outstanding shares of capital stock in the manner and upon the terms and conditions provided by applicable law. The record date for the determination of shareholders entitled to receive the payment of any dividend shall be determined by the Board of Directors, but which in any event shall not be less than ten (10) days prior to the date of such payment.

ARTICLE VIII.

FISCAL YEAR

        The fiscal year of the Corporation shall be determined by the Board of Directors, and in the absence of such determination, shall be the calendar year.

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ARTICLE IX.

CORPORATE SEAL

        The Corporation shall not have a corporate seal.

ARTICLE X.

AMENDMENT OF BY-LAWS

        These Bylaws may be altered, amended, repealed or restated, and new Bylaws may be adopted, at any meeting of the shareholders by the affirmative vote of a majority of the stock represented at such meeting, or by the affirmative vote of a majority of the members of the Board of Directors who are present at any regular or special meeting.

ARTICLE XI.

NOTICE

        Unless otherwise provided for in these Bylaws, any notice required shall be in writing except that oral notice is effective if it is reasonable under the circumstances and not prohibited by the Articles of Incorporation or these Bylaws. Notice may be communicated in person, by telephone, telegraph, teletype or other form of wire or wireless communication; or by mail or private carrier. If these forms of personal notice are impracticable, notice may be communicated by a newspaper of general circulation in the area where published, or by radio, television or other form of public broadcast communication. Written notice to a domestic or foreign corporation authorized to transact business in Alabama may be addressed to its registered agent at its registered office or to the corporation or its secretary at its principal office as shown in its most recent annual report or, in the case of a foreign corporation that has not yet delivered an annual report, in its application for a certificate of authority.

        Written notice to shareholders, if in a comprehensible form, is effective when mailed, if mailed postpaid and correctly addressed to the shareholder's address shown in the Corporation's current record of shareholders. Except as provided above, written notice, if in a comprehensible form, is effective at the earliest of the following: (a) when received, (b) five (5) days after its deposit in the United States mail, if mailed correctly addressed and with first class postage affixed thereon, (c) on the date shown on the return receipt, if sent by registered or certified mail, return receipt requested, and the receipt is signed by or on behalf of the addressee, or (d) twenty (20) days after its deposit in the United States mail as evidenced by the postmark if mailed correctly addressed, and with other than first class, registered or certified postage affixed. Oral notice is effective when communicated if communicated in a comprehensible manner.

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Exhibit 3.8

ARTICLE I. OFFICES
ARTICLE II. SHAREHOLDERS
ARTICLE III. DIRECTORS
ARTICLE IV. COMMITTEES
ARTICLE V. OFFICERS
ARTICLE VI. SHARES OF STOCK
ARTICLE VII. CORPORATE ACTIONS
ARTICLE VIII. FISCAL YEAR
ARTICLE IX. CORPORATE SEAL
ARTICLE X. AMENDMENT OF BY-LAWS
ARTICLE XI. NOTICE

EX-3.9

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Exhibit 3.9

CERTIFICATE OF INCORPORATION

OF

REGAL INVESTMENT COMPANY

        FIRST:    The name of the Corporation is "Regal Investment Company."

        SECOND:    The address of the Corporation's registered office in the State of Delaware is Corporation Trust Center, 1209 Orange Street, Wilmington, County of New Castle, Delaware 19801. The name of its registered agent at such address is The Corporation Trust Company.

        THIRD:    The purpose of the Corporation is to engage in any lawful act or activity for which corporations may be organized under the General Corporation Law of the State of Delaware; provided that the Corporation's activities shall be confined to the maintenance and management of its intangible investments and the collection and distribution of the income from such investments or from tangible property physically located outside Delaware, all as defined in, and in such manner to qualify for exemption from income taxation under Section 1902(b)(8) of Title 30 of the Delaware Code, or under the corresponding provision of any subsequent law.

        FOURTH:    The total number of shares which the Corporation shall have authority to issue is 1,000 shares of common stock, no par value per share, all of the same class.

        FIFTH:    (1) The name and mailing address of the incorporator is Jennifer Horn Noonan, Bass, Berry & Sims PLC, 2700 First American Center, Nashville, Tennessee 37238.

                        (2) The powers of the incorporator are to terminate upon the filing of this certificate of incorporation. The name and mailing address of the persons who are to serve as initial directors until the first annual meeting of stockholders or until their respective successors have been elected and qualified are as follows:

Name	Mailing Address
Michael L. Campbell	7132 Commercial Park Drive Knoxville, Tennessee 37918
Lewis Frazer III	7132 Commercial Park Drive Knoxville, Tennessee 37918
Robert C. Campbell	103 Foulk Road, Suite 200 Wilmington, Delaware 19899

        SIXTH:    Election of directors need not by written ballot.

        SEVENTH:    In furtherance of, and not in limitation of the powers conferred by statute, the Board of Directors is authorized to adopt, amend, or repeal bylaws of the Corporation.

        EIGHTH:    No director of the Corporation shall be personally liable to the Corporation or any of its stockholders for monetary damages for breach of fiduciary duty as a director, except for liability (i) for any breach of the director's duty of loyalty to the Corporation or its stockholders, (ii) for acts of omissions not in good faith or which involve intentional misconduct or a knowing violation of law, (iii) under Section 174 of the General Corporation Law of the State of Delaware, or (iv) for any transaction from which the director derived an improper personal benefit. It the Delaware General Corporation law is amended after the filing of this Certificate of Incorporation to authorize corporate action further eliminating or limiting the personal liability of directors, then the liability of a director of the Corporation shall be eliminated or limited to the fullest extent permitted by the Delaware General Corporation Law, as so amended. Any repeal or modification of this section EIGHTH by the

stockholders of the Corporation shall not adversely affect any right or protection of a director of the Corporation existing at the time of such repeal or modification.

        NINTH:    The Corporation shall have the power to indemnify its directors to the fullest extent permitted by law.

        TENTH:    The Corporation shall have no power and may not be authorized by its stockholders or directors (i) to perform or omit to do any act that would prevent or inhibit the Corporation from qualifying, or cause the Corporation to lose its status, as a corporation exempt from the Delaware Corporation Income Tax under Section 1902(b)(8) of Title 30 of the Delaware Code, or under the corresponding provision of any subsequent law, or (ii) to conduct any activities outside of Delaware which could result in the Corporation being subject to tax outside of Delaware.

        IN WITNESS WHEREOF, I have made, signed and sealed this Certificate of Incorporation this 2nd day of May, 1997.

/s/ Jennifer Horn Noonan Jennifer Horn Noonan,
Incorporator

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Exhibit 3.9

CERTIFICATE OF INCORPORATION OF REGAL INVESTMENT COMPANY

EX-3.10

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Exhibit 3.10

REGAL INVESTMENT COMPANY

BYLAWS

ARTICLE I
PURPOSE

        The purpose of the corporation is to engage in any lawful act or activity for which corporations may be organized under the General Corporation Law of the State of Delaware; provided that the corporation's activities shall be confined to the maintenance and management of its intangible investments and the collection and distribution of the income from such investments, as defined in, and in such manner to qualify for exemption from income taxation under, Section 1902(b)(8) of Title 30 of the Delaware Code, or under the corresponding provisions of any subsequent law; provided further that the corporation shall be empowered to conduct such other activities as permitted by said Section 1902(b)(8) or the corresponding provision of any subsequent law in such manner to qualify for exemption from income taxation under said Section 1902(b)(8) or the corresponding provision of any subsequent law. For purposes of this Section "intangible investments" shall include, without limitation, investments in stocks, limited partnership interests, limited liability company interests, bonds, notes and other debt obligations (including debt obligations of affiliated corporations), patents, patent applications, trademarks, trade names and similar types of intangible assets.

ARTICLE II
OFFICES

        Section 1.    The registered office shall be in the City of Wilmington, County of New Castle, State of Delaware.

        Section 2.    The corporation may also have offices at such other places both within and without the State of Delaware as the Board of Directors may from time to time determine or the business of the corporation may require.

ARTICLE III
MEETINGS OF STOCKHOLDERS

        Section 1.    All meetings of the stockholders for the election of directors shall be held in the City of Wilmington, State of Delaware, at such place as may be fixed from time to time by the Board of Directors, or at such other place either within or without the State of Delaware as shall be designated from time to time by the Board of Directors and stated in the notice of the meeting. Meetings of stockholders for any other purpose may be held at such time and place, within or without the State of Delaware, as shall be stated in the notice of the meeting or in a duly executed waiver of notice thereof.

        Section 2.    Annual meetings of stockholders shall be held at such date and time as shall be designated from time to time by the Board of Directors. To be properly brought before an annual meeting business must be (a) specified in the notice of meeting (or any supplement thereto) given by or at the direction of the Board of Directors, (b) otherwise properly brought before the meeting by or at the direction of the Board of Directors, or (c) otherwise properly brought before the meeting by a stockholder. The chairman of the annual meeting shall, if the facts warrant, determine and declare to the meeting that the business was not properly brought before the meeting in accordance with the provisions of this Section 2, and if he should so determine, he shall so declare to the meeting and any such business not properly brought before the meeting shall not be transacted.

        Section 3.    Written notice of the annual meeting stating the place, date and hour of the meeting shall be given to each stockholder entitled to vote at such meeting not less than ten nor more than sixty days before the date of the meeting.

        Section 4.    The officer who has charge of the stock ledger of the corporation shall prepare and make, at least ten days before every meeting of stockholders, a complete list of the stockholders entitled to vote at the meeting, arranged in alphabetical order, and showing the address of each stockholder and the number of shares registered in the name of each stockholder. Such list shall be open to the examination of any stockholder, for any purpose germane to the meeting, during ordinary business hours, for a period of at least ten days prior to the meeting, either at the place within the city where the meeting is to be held, which place shall be specified in the notice of the meeting, or, if not so specified, at the place where the meeting is to be held. The list shall also be produced and kept at the time and place of the meeting during the whole time thereof, and may be inspected by any stockholder who is present.

        Section 5.    Special meetings of the stockholders, for any purpose or purposes, unless otherwise prescribed by statute or by the certificate of incorporation, may be called by the president and shall be called by the president or secretary at the request in writing of a majority of the Board of Directors, or at the request in writing of stockholders owning a majority in amount of the entire capital stock of the corporation issued and outstanding and entitled to vote. Such request shall state the purpose or purposes of the proposed meeting.

        Section 6.    Written notice of a special meeting stating the place, date and hour of the meeting and the purpose or purposes for which the meeting is called, shall be given not less than ten or more than sixty days before the date of the meeting, to each stockholder entitled to vote at such meeting.

        Section 7.    Business transacted at any special meeting of stockholders shall be limited to the purposes stated in the notice.

        Section 8.    The holders of a majority of the stock issued and outstanding and entitled to vote thereat, present in person or represented by proxy, shall constitute a quorum at all meetings of the stockholders for the transaction of business except as otherwise provided by statute or by the certificate of incorporation. If, however, such quorum shall not be present or represented at any meeting of the stockholders, the stockholders entitled to vote thereat, present in person or represented by proxy, shall have power to adjourn the meeting from time to time, without notice other than announcement at the meeting, until a quorum shall be present or represented. At such adjourned meeting at which a quorum shall be present or represented any business may be transacted which might have been transacted at the meeting as originally notified. If the adjournment is for more than thirty days, of if after the adjournment a new record date is fixed for the adjourned meeting, a notice of the adjourned meeting shall be given to each stockholder of record entitled to vote at the meeting.

        Section 9.    When a quorum is present at any meeting, the vote of the holders of a majority of the stock having voting power present in person or represented by proxy shall decide any question brought before such meeting, unless the question is one upon which by express provision of the statutes or of the certificate of incorporation, a different vote is required in which case such express provision shall govern and control the decision of such question.

        Section 10.    Unless otherwise provided in the certificate of incorporation each stockholder shall at every meeting of the stockholders be entitled to one vote in person or by proxy for each share of the capital stock having voting power held by such stockholder, but no proxy shall be voted on after three years from its date, unless the proxy provides for a longer period.

        Section 11.    Unless otherwise provided in the certificate of incorporation, any action required to be taken at any annual or special meeting of stockholders of the corporation, or any action which may be taken at any annual or special meeting of such stockholders, may be taken without a meeting, without prior notice and without a vote, if a consent in writing, setting forth the action so taken, shall be signed by the holders of outstanding stock having not less than the minimum number of votes that

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would be necessary to authorize or take such action at a meeting at which all shares entitled to vote thereon were present and voted. Prompt notice of the taking of the corporate action without meeting by less than unanimous written consent shall be given to those stockholders who have not consented in writing.

ARTICLE IV
DIRECTORS

        Section 1.    The number of directors which shall constitute the whole board shall be not less than one nor more than five. The number of directorships at any time shall be that number most recently fixed by action of the Board of Directors or stockholders, or absent such action, shall be the number of directors elected at the preceding annual meeting of stockholders, or the meeting held in lieu thereof, plus the number elected since any such meeting to account for any increase in the size of the board.

        Section 2.    Only persons who are nominated in accordance with the procedures set forth in this Section 2 shall be eligible for election as directors. Nominations of persons for election to the Board of Directors of the corporation may be made at a meeting of stockholders by or at the direction of the Board of Directors or by any stockholder of the corporation entitled to vote for the election of directors at the meeting who complies with the notice procedures set forth in this Section 2. Such nominations other than those made by or at the direction of the Board of Directors, shall be made pursuant to timely notice in writing to the secretary of the corporation. The chairman of the meeting shall, if the facts warrant, determine and declare to the meeting that a nomination was not made in accordance with the procedures proscribed by the Bylaws, and if he should so determine, he shall so declare to the meeting and the defective nomination shall be disregarded.

        Section 3.    Vacancies and newly created directorships resulting from any increase in the authorized number of directors may be filled by a majority of the directors then in office, though less than a quorum, or by the sole remaining director, and the directors so chosen shall hold office until the next annual election and until their successors are duly elected and shall qualify, unless sooner displaced. If there are no directors in office, then an election of directors may be held in the manner provided by statute. If, at the time of filling any vacancy or any newly created directorship, the directors then in office shall constitute less than a majority of the whole board (as constituted immediately prior to any such increase), the Court of Chancery may, upon application of any stockholder or stockholders holding at least ten percent of the total number of the shares at the time outstanding having the right to vote for such directors, summarily order an election to be held to fill any such vacancies or newly created directorships, or to replace the directors chosen by the directors then in office.

        Section 4.    The business of the corporation shall be managed by or under the direction of its Board of Directors which may exercise all such powers of the corporation and do all such lawful acts and things as are not by statute or by the certificate of incorporation or by these bylaws directed or required to be exercised or done by the stockholders.

MEETINGS OF THE BOARD OF DIRECTORS

        Section 5.    The Board of Directors of the corporation may hold meetings, both regular and special, either within or without the State of Delaware.

        Section 6.    The first meeting of each newly elected Board of Directors shall be held at such time and place as shall be fixed by the vote of the stockholders at the annual meeting and no notice of such meeting shall be necessary to the newly elected directors in order legally to constitute the meeting, provided a quorum shall be present. In the event of the failure of the stockholders to fix the time or place of such first meeting of the newly elected Board of Directors, or in the event such meeting is not held at the time and place so fixed by the stockholders, the meeting may be held at such time and

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place as shall be specified in a notice given as hereinafter provided for special meetings of the Board of Directors, or as shall be specified in a written waiver signed by all of the directors.

        Section 7.    Regular meetings of the Board of Directors may be held without notice at such time and at such place as shall from time to time be determined by the board.

        Section 8.    Special meetings of the board may be called by the president without notice to each director; special meetings shall be called by the president or secretary in like manner and on like notice on the written request of two directors unless the board consists of only one director; in which case special meetings shall be called by the president or secretary in like manner and on like notice on the written request of the sole director.

        Section 9.    At all meetings of the board, a majority of the directors shall constitute a quorum for the transaction of business and the act of a majority of the directors present at any meeting at which there is a quorum shall be the act of the Board of Directors, except as may be otherwise specifically provided by statute or by the certificate of incorporation. If a quorum shall not be present at any meeting of the Board of Directors, the directors present thereat may adjourn the meeting from time to time, without notice other than announcement at the meeting, until a quorum shall be present.

        Section 10.    Unless otherwise restricted by the certificate of incorporation or these bylaws, any action required or permitted to be taken at any meeting of the Board of Directors or of any committee thereof may be taken without a meeting, if all members of the board or committee, as the case may be, consent thereto in writing, and the writing or writings are filed with the minutes of proceedings of the board or committee.

        Section 11.    Unless otherwise restricted by the certificate of incorporation or these bylaws, members of the Board of Directors, or any committee designated by the Board of Directors, may participate in a meeting of the Board of Directors, or any committee, by means of conference telephone or similar communications equipment by means of which all persons participating in the meeting can hear each other, and such participation in a meeting shall constitute presence in person at the meeting.

COMMITTEES OF DIRECTORS

        Section 12.    The Board of Directors may, by resolution passed by a majority of the whole board, designate one or more committees, each committee to consist of one or more of the directors of the corporation. The board may designate one or more directors as alternate members of any committee, who may replace any absent or disqualified member at any meeting of the committee.

        Any such committee, to the extent provided in the resolution of the Board of Directors, shall have and may exercise all the powers and authority of the Board of Directors in the management of the business and affairs of the corporation, and may authorize the seal of the corporation to be affixed to all papers which may require it; but no such committee shall have the power or authority in reference to amending the certificate of incorporation, adopting an agreement of merger or consolidation, recommending to the stockholders the sale, lease or exchange of all or substantially all of the corporation's property and assets, recommending to the stockholders a dissolution of the corporation or a revocation of a dissolution, or amending the bylaws of the corporation; and, unless the resolution or the certificate of incorporation expressly so provides, no such committee shall have the power or authority to declare a dividend or to authorize the issuance of stock or to adopt a certificate of ownership and merger. Such committee or committees shall have such name or names as may be determined from time to time by resolution adopted by the Board of Directors.

        Section 13.    Each committee shall keep regular minutes of its meetings and report the same to the Board of Directors when required.

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COMPENSATION OF DIRECTORS

        Section 14.    Unless otherwise restricted by the certificate of incorporation or these bylaws, the Board of Directors shall have the authority to fix the compensation of directors. The directors may be paid their expenses, if any, of attendance at each meeting of the Board of Directors and may be paid a fixed sum for attendance at each meeting of the Board of Directors or a stated salary as director. No such payment shall preclude any director from serving the corporation in any other capacity and receiving compensation therefor. Members of special or standing committees may be allowed like compensation for attending committee meetings.

REMOVAL OF DIRECTORS

        Section 15.    Unless otherwise restricted by the certificate of incorporation or by law, any director or the entire board of directors may be removed, with or without cause, by the holders of a majority of shares entitled to vote at an election of directors.

ARTICLE V
NOTICES

        Section 1.    Whenever, under the provisions of the statutes or of the certificate of incorporation or of these bylaws, notice is required to be given to any director or stockholder, it shall not be construed to mean personal notice, but such notice may be given in writing, by mail, addressed to such director or stockholder, at his address as it appears on the records of the corporation, with postage thereon prepaid, and such notice shall be deemed to be given at the time when the same shall be deposited in the United States mail. Notice to directors may also be given by telegram.

        Section 2.    Whenever any notice is required to be given under the provisions of the statutes or of the certificate of incorporation or of these bylaws, a waiver thereof in writing, signed by the person or persons entitled to said notice, whether before or after the time stated therein, shall be deemed equivalent thereto.

ARTICLE VI
OFFICERS

        Section 1.    The officers of the corporation shall be chosen by the Board of Directors and shall be a president, a vice president, a secretary and a treasurer. The Board of Directors may also choose additional vice-presidents, and one^, or more assistant secretaries and assistant treasurers. Any number of_.offices may be held by the same person, unless the certificate of incorporation or these bylaws otherwise provide.

        Section 2.    The Board of Directors at its first meeting after each annual meeting of stockholders shall choose a chairman, president, one or more vice-presidents, a secretary^. and a treasurer.

        Section 3.    The Board of Directors may appoint such other officers and agents as it shall deem necessary who shall hold their offices for such terms and shall exercise such powers and perform such duties as shall be determined from time to time by the board.

        Section 4.    The salaries of all officers and agents of the corporation shall be fixed by the Board of Directors.

        Section 5.    The officers of the corporation shall hold office until their successors are chosen and qualify. Any officer elected or appointed by the Board of Directors may be removed at any time by the affirmative vote of a majority of the Board of Directors. Any vacancy occurring in any office of the corporation shall be filled by the Board of Directors.

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THE PRESIDENT AND VICE PRESIDENT

        Section 6.    The president shall be the chief executive officer of the corporation and shall have general and active management of the business of the corporation.

        Section 7.    The president shall execute bonds, mortgages and other contracts requiring a seal, under the seal of the corporation, except where required or permitted by law to be otherwise signed and executed and except where the signing and execution thereof shall be expressly delegated by the Board of Directors to some other officer or agent of the corporation.

        Section 8.    The vice president, or if there be more than one, the vice presidents in the order determined by the Board of Directors (or if there be no such determination, then in the order of their election) shall, in the absence of the president or in the event of his or her inability or refusal to act, perform the duties and exercise the powers of the president and shall perform such other duties and have such other powers as the Board of Directors may from time to time prescribe.

THE SECRETARY AND ASSISTANT SECRETARY

        Section 9.    The secretary shall attend all meetings of the Board of Directors and all meetings of the stockholders and record all the proceedings of the meetings of the corporation and of the Board of Directors in a book to be kept for that purpose and shall perform like duties for the standing committees when required. The secretary shall give, or cause to be given, notice of all meetings of the stockholders and special meetings of the Board of Directors, and shall perform such other duties as may be prescribed by the Board of Directors or president, under whose supervision the secretary shall be. The secretary shall have custody of the corporate seal of the corporation and he or she, or an assistant secretary, shall have authority to affix the same to any instrument requiring it and when so affixed, it may be attested by the secretary's signature or by the signature of such assistant secretary. The Board of Directors may give general authority to any other officer to affix the seal of the corporation and to attest the affixing by his or her signature.

        Section 10.    The assistant secretary, or if there be more than one, the assistant secretaries in the order determined by the Board of Directors (or if there be no such determination, then in the order of their election) shall, in the absence of the secretary or in the event of his or her inability or refusal to act, perform the duties and exercise the powers of the secretary and shall perform such other duties and have such other powers as the Board of Directors may from time to time prescribe.

THE TREASURER. AND ASSISTANT TREASURERS

        Section 11.    The treasurer shall have the custody of the corporate funds and securities and shall keep full and accurate accounts of receipts and disbursements in books belonging to the corporation and shall deposit all moneys and other valuable effects in the name and to the credit of the corporation in such depositories as may be designated by the Board of Directors.

        Section 12.    The treasurer shall disburse the funds of the corporation as may be ordered by the Board of Directors, taking proper vouchers for such disbursements, and shall render to the president and the Board of Directors, at its regular meetings, or when the Board of Directors so requires, an account of all transactions as treasurer and of the financial condition of the corporation.

        Section 13.    If required by the Board of Directors, the treasurer shall give the corporation a bond (which shall be renewed every six years) in such sum and with such surety or sureties as shall be satisfactory to the Board of Directors for the faithful performance of the duties of the treasurer's office and for the restoration to the corporation, in case of his death, resignation, retirement or removal from office, of all books, papers, vouchers, money and other property of whatever kind in the treasurer's possession or under his or her control belonging to the corporation.

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        Section 14.    The assistant treasurer, or if there shall be more than one, the assistant treasurers in the order determined by the Board of Directors (or if there be no such determination, then in the order of their election) shall, in the absence of the treasurer or in the event of the treasurer's inability or refusal to act, perform the duties and exercise the powers of the treasurer and shall perform such other duties and have such other powers as the Board of Directors may from time to time prescribe.

ARTICLE VII
CERTIFICATES FOR SHARES

        Section 1.    The shares of the corporation shall be represented by a certificate or shall be uncertificated. Certificates shall be signed by, or in the name of the corporation by, the chairman of the Board of Directors, or the president or a vice-president, and by the treasurer or an assistant treasurer, or the secretary or an assistant secretary of the corporation.

        Section 2.    Any of or all the signatures on a certificate may be facsimile. In case any officer, transfer agent or registrar who has signed or whose facsimile signature has been placed upon a certificate shall have ceased to be such officer, transfer agent or registrar before such certificate is issued, it may be issued by the corporation with the same effect as if he or she were such officer, transfer agent or registrar at the date of issue.

LOST CERTIFICATES

        Section 3.    The Board of Directors may direct a new certificate or certificates or uncertificated shares to be issued in place of any certificate or certificates theretofore issued by the corporation alleged to have been lost, stolen or destroyed, upon the making of an affidavit of that fact by the person claiming the certificate of stock to be lost, stolen or destroyed. When authorizing such issue of a new certificate or certificates or uncertificated shares, the Board of Directors may, in its discretion and as a condition precedent to the issuance thereof, require the owner of such lost, stolen or destroyed certificate or certificates, or his or her legal representative, to advertise the same in such manner as it shall require and/or to give the corporation a bond in such sum as it may direct as indemnity against any claim that may be made against the corporation with respect to the certificate alleged to have been lost, stolen or destroyed.

TRANSFER OF STOCK

        Section 4.    Upon surrender to the corporation or the transfer agent of the corporation of a certificate for shares duly endorsed or accompanied by proper evidence of succession, assignation or authority to transfer, it shall be the duty of the corporation to issue a new certificate to the person entitled thereto, cancel the old certificate and record the transaction upon its books. Upon receipt of proper transfer instructions from the registered owner of uncertificated shares such uncertificated shares shall be canceled and issuance of new equivalent uncertificated shares or certificated shares shall be made to the person entitled thereto and the transaction shall be recorded upon the books of the corporation.

FIXING RECORD DATE

        Section 5.    In order that the corporation may determine the stockholders entitled to notice of or to vote at any meeting of stockholders or any adjournment thereof, or to express consent to corporate action in writing without a meeting. or entitled to receive payment of any dividend or other distribution or allotment of any rights, or entitled to exercise any rights in respect of any change, conversion or exchange of stock or for the purpose of any other lawful action, the Board of Directors may fix, in advance, a record date, which shall not be more than sixty nor less than ten days before the date of such meeting, nor more than sixty days prior to any other action. A determination of stockholders of

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record entitled to notice of or to vote at a meeting of stock holders shall apply to any adjournment of the meeting: provided, however, that the Board of Directors may fix a new record date for the adjourned meeting.

REGISTERED STOCKHOLDERS

        Section 6.    The corporation shall be entitled to recognize the exclusive right of a person registered on its books as the owner of shares to receive dividends, and to vote as such owner, and to hold liable for calls and assessments a person registered on its books as the owner of shares, and shall not be bound to recognize any equitable or other claim to or interest in such share or shares on the part of any other person, whether or not it shall have express or other notice thereof, except as otherwise provided by the laws of Delaware.

ARTICLE VIII
GENERAL PROVISIONS DIVIDENDS

        Section 1.    Dividends upon the capital stock of the corporation, subject to the provisions of the certificate of incorporation, if any, may be declared by the Board of Directors at any regular or special meeting, pursuant to law. Dividends may be paid in cash, in property, or in shares of the capital stock, subject to the provisions of the certificate of incorporation.

        Section 2.    Before payment of any dividend, there may be set aside out of any funds of the corporation available for dividends such sum or sums as the directors from time to time, in their absolute discretion, think proper as a reserve or reserves to meet contingencies, or for equalizing dividends, or for repairing or maintaining any property of the corporation, or for such other purpose as the directors shall think conducive to the interest of the corporation, and the directors may modify or abolish any such reserve in the manner in which it was created.

ANNUAL STATEMENT

        Section 3.    The Board of Directors shall present at each annual meeting, and at any special meeting of the stockholders when called for by vote of the stockholders, a full and clear statement of the business and condition of the corporation.

CHECKS

        Section 4.    All checks or demands for money and notes of the corporation shall be signed by such officer or officers or such other person or persons as the Board of Directors may from time to time designate.

FISCAL YEAR

        Section 5.    The fiscal year of the corporation shall be fixed by resolution of the Board of Directors.

SEAL

        Section 6.    The corporation shall have no seal.

INDEMNIFICATION

        Section 7.    The corporation shall indemnify its officers, directors, employees and agents to the extent permitted by the General Corporation Law of Delaware.

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ARTICLE IX
AMENDMENTS

        These bylaws may be altered, amended or repealed or new bylaws may be adopted by the stockholders or by the Board of Directors, when such power is conferred upon the Board of Directors by the certificate of incorporation at any regular meeting of the stockholders or of the Board of Directors or at any special meeting of the stockholders or of the Board of Directors if notice of such alteration, amendment, repeal or adoption of new bylaws be contained in the notice of such special meeting. If the power to adopt, amend or repeal bylaws is conferred upon the Board of Directors by the certificate of incorporation it shall not divest or limit the power of the stockholders to adopt, amend or repeal bylaws.

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QuickLinks

Exhibit 3.10

REGAL INVESTMENT COMPANY BYLAWS
ARTICLE I PURPOSE
ARTICLE II OFFICES
ARTICLE III MEETINGS OF STOCKHOLDERS
ARTICLE IV DIRECTORS
MEETINGS OF THE BOARD OF DIRECTORS
COMMITTEES OF DIRECTORS
COMPENSATION OF DIRECTORS
REMOVAL OF DIRECTORS
ARTICLE V NOTICES
ARTICLE VI OFFICERS
THE PRESIDENT AND VICE PRESIDENT
THE SECRETARY AND ASSISTANT SECRETARY
THE TREASURER. AND ASSISTANT TREASURERS
ARTICLE VII CERTIFICATES FOR SHARES
LOST CERTIFICATES
TRANSFER OF STOCK
FIXING RECORD DATE
REGISTERED STOCKHOLDERS
ARTICLE VIII GENERAL PROVISIONS DIVIDENDS
ANNUAL STATEMENT
CHECKS
FISCAL YEAR
SEAL
INDEMNIFICATION
ARTICLE IX AMENDMENTS

EX-3.11

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Exhibit 3.11

CERTIFICATE OF AMENDMENT OF RESTATED CERTIFICATE OF
INCORPORATION

OF

ACT III CINEMAS, INC.

        The undersigned, the President of Act III Cinemas, Inc., a Delaware Corporation (the "Corporation"), pursuant to Section 242 of the Delaware General Corporation Law (the "DGCL"), does hereby certify as follows:

        1.    The name of the Corporation is Act III Cinemas, Inc.

        2.    The Designation, Rights, Preferences and Restrictions of Senior Subordinated Convertible Preferred Stock, Series A, Senior Subordinated Convertible Preferred Stock, Series B, and Senior Subordinated Convertible Preferred Stock, Series C, of the Corporation attached as Appendix A to the Certificate of Designation, Rights, Preferences and Restrictions of Preferred Stock filed with the Secretary of State of the State of Delaware on February 6, 1990 (the "Certificate of Designation") is hereby amended by adding to Section 3 thereof a new subsection (c) to read as follows:

        "(c) Notwithstanding any other provision hereof, the company may pay dividends in respect of the Senior Subordinated Convertible Preferred Stock, Series C, and not in respect of the Senior Subordinated Convertible Preferred Stock, Series A or the Senior Subordinated Convertible Preferred Stock, Series B, on any date (whether or not a Dividend Date)."

        3.    The amendment to the Certificate of Designation herein certified has been duly adopted in accordance with the provisions of Section 242 of the DGCL pursuant to resolutions adopted at a special meeting of the Board of Directors of the Corporation, duly convened and held on January 29, 1993, and pursuant to the unanimous written consent of the holders of the Corporation's outstanding stock of each class and each series entitled to vote thereon in accordance with the requirements of Section 228 of the DGCL.

        IN WITNESS WHEREOF, the undersigned have signed this Certificate of Amendment this 1^st day of February, 1993 and hereby affirm and acknowledge under penalty of perjury that the filing of the Certificate of Amendment is the act and deed of the Company.

	/s/  HAL GABA Hal Gaba, President
ATTEST:
/s/  KATHY J. WATANABE Kathy J. Watanabe, Secretary

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CERTIFICATE OF AMENDMENT

OF

RESTATED CERTIFICATE OF INCORPORATION

OF

ACT III CINEMAS, INC.

        The undersigned, the Vice-President of Act III Cinemas, Inc., a Delaware Corporation (the "Corporation"), pursuant to Section 242 of the Delaware General Corporation Law, does hereby certify as follows:

        1.    The name of the Corporation is Act III Cinemas, Inc.

        2.    The terms, Preferences, Rights and Limitations of Senior Preferred Stock of the Corporation attached as Appendix A to the Certificate of Designation, Rights, Preferences and Restrictions of Preferred Stock included in the Certificate of Incorporation of the Corporation setting forth the terms, preferences, rights and limitations of the Senior Preferred Stock of the Corporation ("the Certificate of Designation") is hereby amended deleting Section 3(a) thereof in its entirety and substituting therefor a new Section 3(a) to read as follows:

        "(a) So long as any shares of Senior Preferred Stock shall be outstanding, the holders of such Senior Preferred Stock shall be entitled to receive, when and as declared by the Board, out of any funds legally available therefor, cumulative preferential dividends in cash, in the amount of $10.00 a year per share, payable quarterly in arrears on the last business day of each March, June, September and December (each such date being called a "Dividend Payment Date") with the first Dividend Payment Date occurring September 30, 1989. If at any given time the Company would not be permitted to pay a dividend on the Senior Preferred Stock, and a revaluation of assets of the Company would permit the Company to pay such a dividend, and the Company would then be permitted under Delaware law to make such a revaluation, then the Company will revalue its assets. Dividends on the Senior Preferred Stock shall be cumulative from the Original Issue Date (whether or not declared and whether or not in any dividend period or dividend periods there shall be net profits or net assets of the Company legally available for the payment of those dividends). Additional dividends shall be paid on the Senior Preferred Stock to the extent there are any accumulated and unpaid dividends. Such additional dividends shall be calculated as if there were interest upon the unpaid dividend amount at the rate of 10% per annum, calculated on a 360 day basis, based on the actual number of days elapsed."

        3.    The amendment to the Certificate of Designation herein certified has been duly adopted in accordance with the provisions of Section 242 of the General Corporation Las of the State of Delaware and the Notice required by Section 222 thereof has been provided.

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        IN WITNESS WHEREOF, this Certificate of Amendment has been signed on behalf of the Corporation by its Vice-President and attested to by its Assistant Secretary this 31^st Day of July, 1992, each of whom affirm that the statements made herein are true under the penalties of perjury.

	/s/  WALTER S. AMAN Name: Walter S. Aman Title: Vice-President
Attested to by:
/s/  LAWRENCE T. REID Name: Lawrence T. Reid Title: Assistant Secretary

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CERTIFICATE OF AMENDMENT

OF

RESTATED CERTIFICATE OF INCORPORATION

OF

ACT III CINEMAS, INC.

        The undersigned, Michael B. Keegan and Susanne C. Resnick, hereby certify that:

        1.    They are the duly elected and acting Vice President and Secretary, respectively, of Act III Cinemas, Inc., a Delaware corporation (the "Company");

        2.    The Company's Restated Certificate of Incorporation is amended by the Certificate of Amendment of Restated Certificate of Incorporation of Act III Cinemas, Inc. attached hereto as Exhibit A and incorporated herein by this reference (Exhibit A and this Certificate are collectively referred to as the "Certificate of Amendment");

        3.    The Certificate of Amendment was duly approved pursuant to resolutions adopted at a meeting of the Board of Directors of the Company duly convened and held and set forth in a written consent of the holders of a majority of the outstanding stock of each class entitled to vote thereon in accordance with the requirements of Sections 228 and 242 of the Delaware General Corporation Law; and

        4.    Written notice has been given to non-consenting holders of outstanding stock of each class entitled to vote thereon in accordance with the requirements of Section 228 of the Delaware General Corporation Law.

        IN WITNESS WHEREOF, the undersigned have signed this certificate this 6^th day of February, 1990 and hereby affirm and acknowledge under penalty of perjury that the filing of the Certificate of Amendment is the act and deed of the Company.

	/s/  MICHAEL B. KEEGAN Michael B. Keegan Vice President
ATTEST:
/s/  SUSANNE C. RESNICK Susanne C. Resnick Secretary

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EXHIBIT A

CERTIFICATE OF AMENDMENT

OF

RESTATED CERTIFICATE OF INCORPORATION

OF

ACT III CINEMAS, INC.

        The Restated Certificate of Incorporation of Act III Cinemas, Inc. is hereby amended as follows:

        1.    Article Fifth is deleted in its entirety and the following is submitted in lieu thereof:

        "FIFTH: The Board of Directors is authorized to provide for the issuance of the shares of Preferred Stock in one or more series, and by filing a certificate pursuant to the applicable law of the State of Delaware, to establish from time to time the number of shares to be included in each such series, and to fix the designation, powers, preferences and rights of the shares of each such series and the qualifications, limitations or restrictions thereof.

        The authority of the Board with respect to each series shall include, but not be limited to, determination of the following:

        (a)  The number of shares constituting that series and the distinctive designation of that series;

        (b)  The rights on respective dividend on the shares of that series, whether dividends shall be cumulative, and, if so, from which date or dates, and the relative rights of priority, if any, of payment of dividends on shares of that series;

        (c)  Whether that series shall have voting rights, in addition to the voting rights provided by law, and, if so, the terms of such voting rights;

        (d)  Whether that series shall have conversion privileges, and, if so, the terms and conditions of such conversion, including provision for adjustment of the conversion rate in such events as the Board of Directors shall determine;

        (e)  Whether or not the shares of that series shall be redeemable, and, if so, the terms and conditions of such redemption, including the date or date upon or after which they shall be redeemable, and the amount per share payable in case of redemption, which amount may vary under different conditions and at different redemption dates;

        (f)    Whether that series shall have a sinking fund for the redemption or purchase of shares of that series, and, if so, the terms and amount of such sinking fund;

        (g)  The rights of the shares of that series in the event of voluntary or involuntary liquidation, dissolution or winding up of the corporation, and the relative rights of priority, if any, of payment of shares of that series;

        (h)  Any other relative rights, preferences and limitations of that series permitted by applicable law."

RESTATED

CERTIFICATE OF INCORPORATION

OF

MEDIA HORIZONS ACQUISITION CORPORATION

        Laura-Jayne Urso hereby certifies that:

        1.    She is the sole incorporator of Media Horizons Acquisition Corporation, a Delaware corporation (the "Company");

        2.    The Company was originally incorporated in Delaware under the name "Media Horizons Acquisition Corporation" pursuant to a Certificate of Incorporation filed with the Delaware Secretary of State on January 5, 1988;

        3.    The Company's Certificate of Incorporation is amended and restated in its entirety by the Restated Certificate of Incorporation of Media Horizons Acquisition Corporation, attached hereto as Exhibit A consisting of three (3) pages and incorporated herein by this reference (the "Restated Certificate");

        4.    The Company has not received any payment for any of its stock and no directors have been elected; and

        5.    The Restated Certificate has been duly adopted by the sole incorporator in accordance with the provisions of Section 241 of the Delaware General Corporation Law.

        IN WITNESS WHEREOF, the undersigned has executed this certificate this 16^th day of March, 1989 and hereby affirms and acknowledges under penalty of perjury that the filing of this Restated Certificate of Incorporation is the act and deed of the Company.

/s/  LAURA-JAYNE URSO Laura-Jayne Urso
Incorporator

EXHIBIT A

RESTATED
CERTIFICATE OF INCORPORATION
OF
MEDIA HORIZONS ACQUISITION CORPORATION

        FIRST: The name of the corporation is Act III Cinemas, Inc. The corporation was formerly known as Media Horizons Acquisition Corporation. Its Certificate of Incorporation was originally filed on January 5, 1988.

        SECOND: The registered office of the corporation in the State of Delaware is located at Corporation Trust Center, 1209 Orange Street, Wilmington, County of New Castle 19801. The registered agent of the Corporation at that address is The Corporation Trust Company.

        THIRD: The purpose of the corporation is to engage in any lawful act or activity for which corporations may be organized under the General Corporation Law of the State of Delaware.

        FOURTH: The corporation is authorized to issue two classes of shares designated respectively "Common Stock" and "Preferred Stock," and referred to herein either as Common Stock or Common shares and Preferred Stock or Preferred shares, respectively. The number of authorized shares of Common Stock is 500,000 and the number of authorized share of Preferred Stock is 450,000. The par value of each share of Common Stock shall be $0.001 and the par value of each share of Preferred Stock shall be $0.01.

        FIFTH: The Preferred shares may be issued from time to time in one or more series. The Board of Directors is authorized to fix the number of shares of any series of Preferred shares and to determine the designation of any such series. The Board of Directors is also authorized to determine or alter the rights, preferences, privileges and restrictions granted to or imposed upon any wholly unissued series of Preferred shares and, within the limits and restrictions stated in any resolution or resolutions of the Board of Directors originally fixing the number of shares constituting any series, to increase or decrease (but not below the number of shares of such series then outstanding) the number of shares of any such series subsequent to the issue of shares of that series.

        SIXTH: In furtherance and not in limitation of the powers conferred by the laws of the State of Delaware, the Board of Directors is expressly authorized to make, amend and repeal the bylaws. The business and affairs of the corporation shall be managed by or under the direction of the Board of Directors, and the Directors need not be elected by ballot unless required by the bylaws of the corporation.

        SEVENTH: The corporation reserves the right to amend or repeal any provision contained in this Certificate of Incorporation in the manner prescribed by the laws of the State of Delaware. All rights herein conferred are granted subject to this reservation.

        EIGHTH: No Director of the corporation shall be liable to the corporation or its stockholders for monetary damages for breach of fiduciary duty as a Director, except for liability (i) for any breach of the Director's duty of loyalty to the corporation or its stockholders, (ii) for acts or omissions not in good faith or which involve intentional misconduct or a knowing violation of law, (iii) under Section 174 of the Delaware General Corporation Law, or (iv) for any transaction from which the Director derived an improper personal benefit. If the Delaware General Corporation Law is hereafter amended to authorize the further elimination or limitation of the liability of a Director, then the liability of a Director of the corporation shall be eliminated or limited to the fullest extent permitted by the Delaware General Corporation Law, as so amended. Any repeal or modification of the foregoing provision of this Article Eighth by the stockholders of the corporation shall not adversely affect any right or protection of a Director of the corporation existing at the time of such repeal or modification. The provisions of this Article Eighth shall not be deemed to limit or preclude indemnification of a Director by the corporation for any liability of a Director that has not been eliminated by the provisions of this Article Eighth.

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Exhibit 3.11

CERTIFICATE OF AMENDMENT OF RESTATED CERTIFICATE OF INCORPORATION OF ACT III CINEMAS, INC.
CERTIFICATE OF AMENDMENT OF RESTATED CERTIFICATE OF INCORPORATION OF ACT III CINEMAS, INC.
CERTIFICATE OF AMENDMENT OF RESTATED CERTIFICATE OF INCORPORATION OF ACT III CINEMAS, INC.
EXHIBIT A CERTIFICATE OF AMENDMENT OF RESTATED CERTIFICATE OF INCORPORATION OF ACT III CINEMAS, INC.
RESTATED CERTIFICATE OF INCORPORATION OF MEDIA HORIZONS ACQUISITION CORPORATION
EXHIBIT A RESTATED CERTIFICATE OF INCORPORATION OF MEDIA HORIZONS ACQUISITION CORPORATION

EX-3.12

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Exhibit 3.12

RESTATED AND AMENDED BYLAWS

OF

ACT III CINEMAS, INC.
a Delaware corporation

ARTICLE I
OFFICES

        Section l.    Registered Office.    The registered office of this corporation shall be in the City of Wilmington, County of New Castle, State of Delaware, and the name of the resident agent in charge thereof is the agent named in the Certificate of Incorporation until changed by the Board of Directors (the "Board").

        Section 2.    Principal Office.    The principal office for the transaction of the business of the Corporation shall be at such place as may be established by the Board. The Board is granted full power and authority to change said principal office from one location to another.

        Section 3.    Other Offices.    The corporation may also have an office or offices at such other places, either within or without the State of Delaware, as the Board may from time to time designate or the business of the Corporation may require.

ARTICLE II
MEETINGS OF STOCKHOLDERS

        Section 1.    Place of Meetings.    Meetings of stockholders shall be held at such time and place, within or without the State of Delaware, as shall be stated in the notice of the meeting or in a duly executed waiver of notice thereof.

        Section 2.    Annual Meetings.    Annual meetings of stockholders shall be held on such date and at such time set by the Board and stated in the notice of the meeting, at which the stockholders shall elect members of the Board, and transact such other business as may properly be brought before the meeting.

        Section 3.    Special Meetings.    Special meetings of the stockholders of the corporation for any purpose or purposes may be called at any time by the Board, or by a committee of the Board that has been duly designated by the Board and whose powers and authority, as provided in a resolution of the Board or in the Bylaws of the Corporation, include the power to call such meetings, and shall be called by the president or secretary at the request in writing of a majority of the Board, or at the request in writing of stockholders owning a majority in amount of the entire capital stock of the Corporation issued and outstanding and entitled to vote but such special meetings may not be called by any other person or persons; provided, however, that if and to the extent that any special meeting of stockholders may be called by any other person or persons specified in any provisions of the Certificate of Incorporation or any amendment thereto, or any certificate filed under Section 151(g) of the Delaware General Corporation Law (or its successor statute as in effect from time to time hereafter), then such special meeting may also be called by the person or persons in the manner, at the times and for the purposes so specified. Business transacted at any special meeting of stockholders shall be limited to the purposes stated in the notice.

        Section 4.    Stockholder Lists.    The officer who has charge of the stock ledger of the Corporation shall prepare and make, at least ten days before every meeting of stockholders, a complete list of stockholders entitled to vote at the meeting, arranged in alphabetical order, and showing the address of each stockholder and the number of shares registered in the name of each stockholder. Such list shall be open to the examination of any stockholder, for any purpose germane to the meeting, during

ordinary business hours, for a period of at least ten days prior to the meeting, either at a place within the city where the meeting is to be held, which place shall be specified in the notice of the meeting, or at the place of the meeting, and the list shall also be available at the meeting during the whole time thereof, and may be inspected by any stockholder who is present.

        Section 5.    Notice of Meetings.    Written notice of each meeting of stockholders, whether annual or special, stating the place, date and hour of the meeting shall be given to each stockholder entitled to vote at such meeting not less than ten or more than sixty days before the date of the meeting.

        Section 6.    Quorum and Adjournment.    The holders of a majority of the capital stock issued and outstanding and entitled to vote thereat, present in person or represented by proxy, shall constitute a quorum for holding all meetings of stockholders, except as otherwise provided by applicable law or by the Certificate of Incorporation. If it shall appear that such quorum is not present or represented at any meeting of stockholders, the Chairman of the meeting shall have power to adjourn the meeting from time to time, without notice other than announcement at the meeting, until a quorum shall be present or represented. At such adjourned meeting at which a quorum shall be present or represented, any business may be transacted which might have been transacted at the meeting as originally noticed. The Chairman of the meeting may determine that a quorum is present based upon any reasonable evidence of the presence in person or by proxy of stockholders holding a majority of the outstanding votes, including without limitation, evidence from any record of stockholders who have signed a register indicating their presence at the meeting.

        Section 7.    Voting.    In all matters, the vote of the holders of a majority of the capital stock having voting power present in person or represented by proxy shall decide any question brought before such meeting, unless the question is one upon which by express provision of applicable law, of the Certificate of Incorporation, or of these Bylaws a different vote is required in which case such express provision shall govern and control the decision of such question. Unless otherwise provided in the Certificate of Incorporation, each stockholder shall be entitled to cast one vote for each share of the capital stock entitled to vote held by such stockholder. The officer of the Corporation presiding at a meeting of stockholders, in his or her discretion, may require that any votes cast at such meeting shall be cast by written ballot.

        Section 8.    Proxies.    Each stockholder entitled to vote at a meeting of stockholders may authorize in writing another person or persons to act for him or her by proxy, but no proxy shall be voted or acted upon after eleven months from its date, unless the person executing the proxy specifies therein the period of time for which it is to continue in force.

        Section 9.    Inspector of Election.    The Board may appoint an Inspector or Inspectors of Election for any meeting of stockholders. Such Inspectors shall decide upon the qualification of the voters and report the number of shares represented at the meeting and entitled to vote, shall conduct the voting and accept the votes, and when the voting is completed shall ascertain and report the number of shares voted respectively for and against each position upon which a vote is taken by ballot. An Inspector need not be a stockholder, and any officer of the Corporation may be an Inspector on any position other than a vote for or against a proposal in which he or she shall have a material interest.

        Section 10.    Action Without Meeting.    Subject to Section 228 of the Delaware General Corporation Law, any action which, under any provision of the Delaware General Corporation Law may be taken at any annual or special meeting of such stockholders, may be taken without a meeting, without prior notice and without a vote, if a consent in writing, setting forth the action so taken, shall be signed by the holders of outstanding stock having not less than a minimum number of votes that would be necessary to authorize or take such action at a meeting at which all shares entitled to vote thereon were present and voted.

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ARTICLE III
DIRECTORS

        Section 1.    Powers.    The Board shall have the power to manage or direct the management of the property, business and affairs of the Corporation, and except as expressly limited by law, to exercise all of its corporate powers. The Board may establish procedures and rules, or may authorize the Chairman of any meeting of stockholders to establish procedures and rules, for the fair and orderly conduct of any stockholders' meeting, including without limitation, registration of the stockholders attending the meeting, adoption of an agenda, establishing the order of business at the meeting, recessing and adjourning the meeting for the purposes of tabulating any votes and receiving the result thereof, the timing of the opening and closing of the polls, and the physical layout of the facilities for the meeting.

        Section 2.    Number.    The Board shall consist of one or more members in such number as shall be determined from time to time by resolution of the Board. Until otherwise determined by such resolution, the Board shall consist of one member. Directors need not be stockholders, and each director shall serve until his or her successor is elected and qualified or until his or her death, retirement, resignation or removal.

        Section 3.    Vacancies and Newly Created Directorships.    Any vacancy in the Board caused by death, resignation, removal or otherwise, or through an increase in the number of directors of a class, shall be filled by a majority vote of the remaining directors, or by the sole remaining director. A director so elected to fill a vacancy shall serve for the remainder of the then present term of the directorship to which he or she was elected.

        Section 4.    Initial Meeting.    The Board shall meet as soon as practicable after the initial election of directors by the incorporator, and notice of such first meeting shall not be required.

        Section 5.    Regular Meetings.    Regular meetings of the Board shall be held without call or notice at such time and place as shall from time to time be fixed by standing resolution of the Board.

        Section 6.    Special Meetings.    Special meetings of the Board may be called at any time, and for any purpose permitted by law, by the Chairman of the Board, the President, the Secretary, or any two members of the Board, which meetings shall be held at the time and place designated by the person or persons calling the meeting. Notice of the time, place and purpose of any such meeting shall be given to the directors by the Secretary, or in case of his or her absence, refusal or inability to act, by any other officer. Any such notice may be given by mail, by telegraph, by telephone, by personal service, or by any thereof as to different directors. If the notice is by mail, then it shall be deposited in a United States Post Office at least four days before the time of the meeting; if by telegraph, by deposit of the message with the telegraph company at least forty-eight hours before the time of the meeting; if by telephone or by personal service, at least forty-eight hours before the time of the meeting.

        Section 7.    Quorum.    At all meetings of the Board a majority of the whole Board shall be necessary and sufficient to constitute a quorum for the transaction of business, and the act of a majority of the directors present at any meeting at which there is a quorum shall be the act of the Board, except as may be otherwise specifically provided by applicable law, by the Certificate of Incorporation or by these Bylaws. Any meeting of the Board may be adjourned to meet again at a stated day and hour. Even though no quorum is present, as required in this Section, a majority of the directors present at any meeting of the Board, either regular or special, may adjourn from time to time until a quorum be had, but no later than the time fixed for the next regular meeting of the Board. Notice of any adjourned meeting need not be given.

        Section 8.    Fees and Compensation.    Each director and each member of a committee of the Board shall receive such fees and reimbursement of expenses incurred on behalf of the Corporation or in attending meetings as the Board may from time to time determine.

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        Section 9.    Meetings by Telephonic Communication.    Members of the Board or any committee thereof may participate in a regular or special meeting of such Board or committee by means of conference telephone or similar communications equipment by means of which all persons participating in the meeting can hear each other, if the standing resolutions fixing the time and place of a regular meeting or if the notice of the time and place of any regular or special meeting provides for such participation. Participation in a meeting pursuant to this Section shall constitute presence in person at such meeting.

        Section 10.    Committees.    The Board may, by resolution passed by a majority of the whole Board, designate one or more committees, each committee to consist one or more of the directors of the Corporation. The Board may designate one or more directors as alternate members of any committee, who may replace any absent or disqualified member at any meeting of the committee. In the absence or disqualification of a member of a committee and if the Board has not designated one or more alternates (or if such a designation has been made, in the absence or disqualification of such alternate(s)), the member or members thereof present at any meeting and not disqualified from voting, whether or not he, she or they constitute a quorum, may unanimously appoint another member of the Board to act at the meeting in the place of any such absent or disqualified member or alternate. Any such committee, to the extent provided in a resolution of the Board shall have and may exercise all the powers and authority of the Board in the management of the business and affairs of the Corporation, and may authorize the seal of the Corporation to be affixed to all papers which may require it; but no such committee shall have the power or authority in reference to amending the Certificate of Incorporation or these Bylaws, adopting an agreement of merger or consolidation, recommending to the stockholders the sale, lease or exchange of all or substantially all of the Corporation's property and assets, recommending to the stockholders a dissolution of the Corporation or a revocation of a dissolution; and, unless a resolution expressly so provides, no such committee shall have the power or authority to declare a dividend or to authorize the issuance of capital stock.

        Section 11.    Action Without Meetings.    Unless otherwise restricted by applicable law, the Certificate of Incorporation or these Bylaws, any action required or permitted to be taken at any meeting of the Board or of any committee thereof may be taken without meeting if all members of the Board or of such committee consent thereto in writing as the case may be, and the writing or writings are filed with the minutes of proceedings of the Board or committee.

        Section 12.    Removal.    Unless otherwise restricted by the Certificate of incorporation or Bylaws, any director or the entire Board may be removed, with or without cause, by the holders of a majority of shares entitled to vote at an election of directors.

ARTICLE IV
OFFICERS

        Section 1.    Officers.    The Corporation shall have a Chairman of the Board, a President, one or more Vice Presidents, a Secretary and a Treasurer. The Corporation may also, at the discretion of the Board, have as officers of the Corporation one or more Assistant Secretaries, one or more Assistant Treasurers and such other officers as may be elected or appointed in accordance with the provisions of Section 3 of this Article. Any two or more of such offices may be held by the same person.

        Section 2.    Election.    The officers of the Corporation, except such officer as may be elected or appointed in accordance with the provisions of Section 3 or Section 5 of this Article, shall be chosen annually by, and shall serve at the pleasure of, the Board, and shall hold their respective offices until their resignation, removal, or other disqualification from service, or until their respective successors shall be elected.

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        Section 3.    Subordinate Officers.    The Board may elect, and may empower the President to appoint, such other officers as the business of the Corporation may require, each of whom shall hold office for such period, have such authority and perform such duties as are provided in these Bylaws or as the Board may from time to time determine.

        Section 4.    Removal and Resignation.    Any officer may be removed, either with or without cause, by the Board at any time or, except in the case of an officer not chosen by the Board, by any officer upon whom such power of removal may be conferred by the Board. Any such removal shall be without prejudice to the rights, if any, of the officer under any contract of employment of the officer.

        Any officer may resign at any time by giving written notice to the Corporation, but without prejudice to the rights, if any, of the Corporation under any contract to which the officer is a party. Any such resignation shall take effect at the date of the receipt of such notice or at any later time specified therein and, unless otherwise specified therein, the acceptance of such resignation shall not be necessary to make it effective.

        Section 5.    Vacancies.    A vacancy in any office because of death, resignation, removal, disqualification or any other cause shall be filled in the manner prescribed in these Bylaws for regular election or appointment to such office.

        Section 6.    Chairman of the Board.    The Chairman of the Board shall preside at all meetings of the stockholders and of the Board and shall have such other powers and duties as may be prescribed by the Board or the Bylaws.

        Section 7.    President.    The President shall be the chief executive officer of the Corporation. Subject to the control of the Board and to the powers vested by the Board in any committee or committees appointed by the Board, the President shall have general supervision, direction and control of the business and officers of the Corporation. The President shall have the general powers and duties of management usually vested in the chief executive officer of a corporation and shall have such other powers and duties as may be prescribed by the Board or the Bylaws.

        Section 8.    Vice Presidents.    In the absence or disability of the President, the Vice Presidents, in order of their rank as fixed by the Board, or, if not ranked, the Vice President designated by the Board shall perform all the duties of the President and when so acting shall have all the powers of and be subject to all the restrictions upon the President. The Vice Presidents shall have such other powers and perform such duties as may be prescribed for them, respectively, from time to time, by the Board or the Bylaws.

        Section 9.    Secretary.    The Secretary shall keep or cause to be kept, at the principal executive office and such other place as the Board may order, a book of minutes of all meetings of stockholders, the Board and its committees, with the time and place of holding, whether regular or special, and if special, how authorized, the notice thereof given, the names of those present at Board and committee meetings, the number of shares present or represented at stockholders' meetings, and the proceedings thereof. The Secretary shall keep, or cause to be kept, a copy of the Bylaws of the Corporation at the principal executive office or business office.

        The Secretary shall keep, or cause to be kept, at the principal executive office or at the office of the Corporation's transfer agent or registrar, if one be appointed, a share register, or a duplicate share register, showing the names of the stockholders and their addresses, the number and classes of shares held by each, the number and date of certificates issued for the same, and the number and date of cancellation of every certificate surrendered for cancellation.

        The Secretary shall give, or cause to be given, notice of all meetings of the stockholders and of the Board and any committees thereof required by these Bylaws or by law to be given, shall keep the seal

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of the Corporation in safe custody, and shall have such other powers and perform such other duties as may be prescribed by the Board.

        Section 10.    Treasurer.    The Treasurer is the chief financial officer of the Corporation and shall keep and maintain, or cause to be kept and maintained, adequate and correct accounts of the properties and business transactions of the Corporation, and shall send or cause to be sent to the stockholders of the Corporation such financial statements and reports as are by law or these Bylaws required to be sent to them. The books of account shall at all times be open to inspection by any director.

        The Treasurer shall deposit all moneys and other valuables in the name and to the credit of the Corporation with such depositaries as may be designated by the Board. The Treasurer shall disburse the funds of the Corporation as may be ordered by the Board, shall render to the President and the directors, whenever they request it, an account of all transactions as Treasurer and of the financial condition of the Corporation, and shall have such other powers and perform such other duties as may be prescribed by the Board.

ARTICLE V
SEAL

        It shall not be necessary to the validity of any instrument executed by any authorized officer or officers of the Corporation, that the execution of such instrument be evidenced by the corporate seal, and all documents, instruments, contracts, and writings of all kinds signed on behalf of the Corporation by any authorized officer or officers thereof shall be as effectual and binding on the Corporation without the corporate seal, as if the execution of the same had been evidenced by affixing the corporate seal thereto.

ARTICLE VI
FORM OF STOCK CERTIFICATE

        Every holder of capital stock in the Corporation shall be entitled to have a certificate signed by, or in the name of, the Corporation by the President or a Vice President, and by the Treasurer or an Assistant Treasurer, or the Secretary or an Assistant Secretary of the Corporation, certifying the number of shares owned by him or her in the Corporation. Any or all of the signatures on the certificate may be a facsimile. In case any officer, transfer agent, or registrar who has signed or whose facsimile signature has been placed upon a certificate shall have ceased to be such officer, transfer agent, or registrar before such certificate is issued, it may be issued by the Corporation with the same effect as if he or she were such officer, transfer agent, or registrar at the date of the issue.

ARTICLE VII
REPRESENTATION OF SHARES OF OTHER CORPORATIONS

        The Chairman of the Board, the President or any other officer or officers authorized by the Board are each authorized to vote, represent, and exercise on behalf of the Corporation all rights incident to any and all shares of any other corporation or corporations standing in the name of the Corporation. The authority herein granted may be exercised either by any such officer in person or by any other person authorized so to do by proxy or power of attorney duly executed by said officer.

ARTICLE VIII
TRANSFERS OF STOCK

        Upon surrender to the Corporation or a transfer agent of the Corporation of a certificate for shares duly endorsed or accompanied by proper evidence of succession, assignment, or authority to

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transfer, it shall be the duty of the Corporation to issue a new certificate to the person entitled thereto, cancel the old certificate, and record the transaction upon its books.

ARTICLE IX
LOST, STOLEN, OR DESTROYED CERTIFICATES

        The Board may direct a new certificate or certificates to be issued in place of any certificate or certificates theretofore issued by the Corporation alleged to have been lost, stolen, or destroyed, upon the making of an affidavit of the fact by the person claiming the certificate of stock to be lost, stolen, or destroyed. When authorizing such issue of a new certificate or certificates, the Board may, in its discretion and as a condition precedent to the issuance thereof, require the owner of such lost, stolen, or destroyed certificate or certificates, or his or her legal representative, to give the Corporation a bond in such sum as it may direct as indemnity against any claim that may be made against the Corporation with respect to the certificate alleged to have been lost, stolen, or destroyed.

ARTICLE X
RECORD DATE

        The Board may fix in advance a date, which shall not be more than sixty days or less than ten days preceding the date of any meeting of stockholders, or the date for the payment of any dividend, or the date for the allotment of rights, or the date when any change or conversion or exchange of capital stock shall go into effect, or a date in connection with obtaining such consent, as a record date for the determination of stockholders entitled to notice of, and to vote at, any such meeting and any adjournment thereof, or entitled to receive payment of any such dividend, or to any such allotment of rights, or to exercise the rights in respect of any such change, conversion or exchange of capital stock, or to give such consent, and in such case such stockholders, and only such stockholders as shall be stockholders of record on the date so fixed shall be entitled to such notice of, and to vote at, such meeting and any adjournment thereof, or to receive payment of such dividend, or to receive such allotment of rights, or to exercise such rights, or to give such consent, as the case may be, notwithstanding any transfer of any stock on the books of the Corporation after any such record date fixed as aforesaid.

ARTICLE XI
REGISTERED STOCKHOLDERS

        The Corporation shall be entitled to treat the holder of record of any share or shares of stock as the holder in fact thereof and, accordingly, shall not be bound to recognize any equitable or other claim to or interest in such share on the part of any other person, whether or not it shall have express or other notice thereof, save as expressly provided by applicable law.

ARTICLE XII
FISCAL YEAR

        The fiscal year of the Corporation shall be fixed by resolution of the Board.

ARTICLE XIII
NOTICES

        Section l.    Manner of Notice.    Whenever under the provisions of applicable law, the Certificate of Incorporation or these Bylaws, notice is required to be given to any director, committee member, officer, or stockholder, it shall not be construed to mean personal notice, but such notice may be given, in the case of stockholders, in writing, by mail, by depositing the same in the post office or letter box, in a postpaid sealed wrapper, addressed to such stockholder, at such address as appears on the books

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of the Corporation, or, in default of other address, to such stockholder at the General Post Office in the City of Wilmington, Delaware, and, in the case of directors, committee members and officers, by telephone, or by mail or by telegram to the last business address known to the Secretary of the Corporation, and such notice shall be deemed to be given at the time when the same shall be thus mailed or telegraphed or telephoned.

        Section 2.    Waiver of Notice.    Whenever any notice is required to be given under the provisions of applicable law, the Certificate of Incorporation or these Bylaws, a waiver thereof in writing, signed by the person or persons entitled to said notice, whether before or after the time stated therein, shall be deemed equivalent thereto.

ARTICLE XIV
AMENDMENTS

        The Board shall have the power to make, adopt, alter, amend and repeal from time to time Bylaws of this Corporation, subject to the right of the stockholders entitled to vote with respect thereto to adopt, alter, amend, and repeal Bylaws made by the Board; provided, however, that these Bylaws shall not be adopted, altered, amended, or repealed by the stockholders of the Corporation, except by the vote of the holders of not less than two-thirds of the outstanding shares of Common Stock.

ARTICLE XV
INDEMNIFICATION AND INSURANCE

        Section 1.    Right to Indemnification.    To the fullest extent permitted by law, each Indemnified Person (which for the purposes of this Article XV shall mean (i) any officer or director of the Corporation, (ii) any former officer or director of the Corporation, and (iii) each person who is designated as an Indemnified Person by the action of the majority of the members of the Board of Directors of the Corporation) shall be indemnified and held harmless by the Corporation from and against any and all losses, claims, damages, liabilities, whether joint or several, expenses (including reasonable legal fees and expenses), judgments, fines, settlements and other amounts arising from any and all claims, demands, actions, suits or proceedings, civil, criminal, administrative or investigative, in which any Indemnified Person may be involved, or threatened to be involved, as a party or otherwise, by reason of (A) his or her present or former status as (x) an officer, director, employee or agent of the Corporation, or (y) a person serving at the request of the Corporation in a subsidiary or affiliated entity in a similar capacity, or (B) any action taken or omitted in any such capacity, if with respect to the matter at issue the Indemnified Person acted in good faith and in a manner it reasonably believed to be in, or not opposed to, the best interests of the Corporation and, with respect to any criminal proceeding, had no reasonable cause to believe its conduct was unlawful. The termination of any action, suit or proceeding by judgment, order, settlement, conviction or upon a plea of nolo contendere, or its equivalent, shall not, of itself, create a presumption that the Indemnified Person acted in a manner contrary to that specified above. Any designation of an Indemnified Person by the Board of Directors of the Corporation pursuant to clause (iii) of the first sentence of this Section 1 may (i) be made with respect to an individual Indemnified Person or a group of Indemnified Persons, (ii) be revoked or modified by the Board of Directors in its discretion except to the extent, if any, otherwise specified in any agreement or policies effecting such designation, and (iii) be subject to such limitations and conditions as may be specified in the agreement or policies effecting such designation.

        Section 2.    Advancement of Expenses.    To the fullest extent permitted by law, expenses (including reasonable legal fees) incurred by an Indemnified Person in defending any claim, demand, action, suit or proceeding subject to this Article XV shall, from time to time, be advanced by the Corporation prior to the final disposition of such claim, demand, action, suit or proceeding upon receipt by the

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Corporation of an undertaking by or on behalf of the Indemnified Person to repay such amount if it shall be determined that such person is not entitled to be indemnified as authorized in Section 1.

        Section 3.    Rights not Exclusive.    The advancement of expenses and indemnification provided by this Article XV shall be in addition to any other rights to which an Indemnified Person may be entitled under any agreement, pursuant to any vote of the Board of Directors or Stockholders, as a matter of law or otherwise, as to an action in the Indemnified Person's capacity as (i) an officer, director, employee, or agent of the Corporation, or (ii) a person serving at the request of the Corporation in a subsidiary or in another entity in a similar capacity, shall continue as to an Indemnified Person who has ceased to serve in such capacity and shall inure to the benefit of the heirs, successors, assigns, executors and administrators of such Indemnified Person.

        Section 4.    Insurance.    The Corporation may purchase and maintain insurance on behalf of the Corporation and such other Indemnified Persons as the Board of Directors of the Corporation shall determine against any liability that may be asserted against or expense that may be incurred by such Indemnified Person in connection with the Corporation's activities, regardless of whether the Corporation would have the power to indemnify such person against such liability under the provisions of this Article XV, the Certificate of Incorporation of the Corporation and Delaware law.

        Section 5.    Service of Fiduciaries.    For purposes of this Article XV, the Corporation shall be deemed to have requested an Indemnified Person to serve as fiduciary of an employee benefit plan ("Plan") whenever the performance by such Indemnified Person of his or her duties to the Corporation also imposes duties on him or her or otherwise involves services by him or her to such Plan or participants or beneficiaries of such Plan; excise taxes assessed on an Indemnified Person with respect to an employee benefit plan pursuant to applicable law shall be deemed to be "fines" within the meaning of Section 1 of this Article XV; and action taken or omitted by an Indemnified Person with respect to a Plan in the performance of his or her duties for a purpose reasonably believed by him or her to be in the interest of the participants and beneficiaries of such Plan shall be deemed to be for a purpose which is in, or not opposed to, the best interests of the Corporation.

        Section 6.    No Personal Liability for Indemnification.    Any indemnification hereunder shall be satisfied solely out of any insurance obtained pursuant to Section 4 of this Article XV or the assets of the Corporation. In no event may an Indemnified Person subject the Board of Directors or the stockholders of the Corporation or any of them to personal liability by reason of indemnification hereunder.

        Section 7.    Interested Transactions.    An Indemnified Person shall not be denied indemnification in whole or in part under this Article XV because the Indemnified Person had an interest in the transaction with respect to which the indemnification applied if the transaction was otherwise permitted by and was approved in accordance with the terms of the Bylaws and the Certificate of Incorporation of this Corporation, any applicable indemnification agreement and Delaware law.

        Section 8.    Binding Effect.    The indemnification provided in this Article XV is for the benefit of the Indemnified Persons and their respective heirs, successors, assigns, executors and administrators and shall not be deemed to create any right to indemnification for the benefit of any other persons.

        Section 9.    Non-exclusive Indemnification.    The provisions of this Article XV are not intended to be exclusive and the Board of Directors may cause the Corporation to enter into an indemnification agreement with any Indemnified Person, or to adopt policies covering any group of Indemnified Persons on such terms as the Board of Directors may determine in its sole discretion.

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CERTIFICATE OF SECRETARY

OF

ACT III CINEMAS, INC.

a Delaware corporation

        I hereby certify that I am the duly elected and acting secretary of said corporation and that the foregoing Restated and Amended Bylaws, comprising 14 pages, constitute the Bylaws of said corporation as duly adopted by the Board of Directors and the Stockholders of said corporation on November 24, 1992.

Dated: November 24, 1992 /s/  KATHY J. WATANABE Kathy J. Watanabe, Secretary

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Exhibit 3.12

ARTICLE I OFFICES
ARTICLE II MEETINGS OF STOCKHOLDERS
ARTICLE III DIRECTORS
ARTICLE IV OFFICERS
ARTICLE V SEAL
ARTICLE VI FORM OF STOCK CERTIFICATE
ARTICLE VII REPRESENTATION OF SHARES OF OTHER CORPORATIONS
ARTICLE VIII TRANSFERS OF STOCK
ARTICLE IX LOST, STOLEN, OR DESTROYED CERTIFICATES
ARTICLE X RECORD DATE
ARTICLE XI REGISTERED STOCKHOLDERS
ARTICLE XII FISCAL YEAR
ARTICLE XIII NOTICES
ARTICLE XIV AMENDMENTS
ARTICLE XV INDEMNIFICATION AND INSURANCE

EX-3.13

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Exhibit 3.13

CERTIFICATE OF INCORPORATION
OF
ACT III THEATRES, INC.

        FIRST: The name of the corporation is ACT III THEATRES, INC.

        SECOND: The registered office of the corporation in the State of Delaware is located at Corporation Trust Center, 1209 Orange Street, Wilmington, County of New Castle 19801. The registered agent of the Corporation at that address is The Corporation Trust Company.

        THIRD: The purpose of the corporation is to engage in any lawful act or activity for which corporations may be organized under the General Corporation Law of the State of Delaware.

        FOURTH: The total number of shares of stock which the corporation is authorized to issue is One Thousand (1,000) shares of common stock. The par value of each share of common stock will be $0.01.

        FIFTH: The business and affairs of the corporation shall be managed by or under the direction of the board of directors, and the directors need not be elected by ballot unless required by the bylaws of the corporation.

        SIXTH: In furtherance and not in limitation of the powers conferred by the laws of the State of Delaware, the board of directors is expressly authorized to make, amend and repeal the bylaws.

        SEVENTH: The corporation reserves the right to amend or repeal any provision contained in this Certificate of Incorporation in the manner prescribed by the laws of the State of Delaware. All rights herein conferred are granted subject to this reservation.

        EIGHTH: No Director of the corporation shall be liable to the corporation or its stockholders for monetary damages for breach of fiduciary duty as a Director, except for liability (i) for any breach of the Director's duty of loyalty to the corporation or its stockholders, (ii) for acts or omissions not in good faith or which involve intentional misconduct or a knowing violation of law, (iii) under Section 174 of the Delaware General Corporation Law, or (iv) for any transaction from which the Director derived an improper personal benefit. If the Delaware General Corporation Law is hereafter amended to authorize the further elimination or limitation of the liability of a Director, then the liability of a Director of the corporation shall be eliminated or limited to the fullest extent permitted by the Delaware General Corporation Law, as so amended. Any repeal or modification of the foregoing provision of this Article Eighth by the stockholders of the corporation shall not adversely affect any right or protection of a Director of the corporation existing at the time of such repeal or modification. The provisions of this Article Eighth shall not be deemed to limit or preclude indemnification of a Director by the corporation for any liability of a Director that has not been eliminated by the provisions of this Article Eighth.

        NINTH: The name and mailing address of the incorporator of this corporation are: Kenneth Liang, Esq., O'Melveny & Myers, 1800 Century Park East, Suite 600, Los Angeles, California, 90067.

        I, THE UNDERSIGNED, being the incorporator, for the purpose of forming a corporation under the laws of the State of Delaware do make, file and record this Certificate of Incorporation, do certify that the facts herein stated are true, and, accordingly, have hereto set my hand this 14^th day of March, 1989.

/s/  KENNETH LIANG Kenneth Liang
Incorporator

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Exhibit 3.13

CERTIFICATE OF INCORPORATION OF ACT III THEATRES, INC.

EX-3.14

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Exhibit 3.14

RESTATED AND AMENDED BYLAWS
OF
ACT III THEATRES, INC.
a Delaware corporation

ARTICLE I
OFFICES

        Section 1.    Registered Office.    The registered office of this Corporation shall be in the City of Wilmington, County of New Castle, State of Delaware, and the name of the resident agent in charge thereof is the agent named in the Certificate of Incorporation until changed by the Board of Directors (the "Board").

        Section 2.    Principal Office.    The principal office for the transaction of the business of the Corporation shall be at such place as may be established by the Board. The Board is granted full power and authority to change said principal office from one location to another.

        Section 3.    Other Offices.    The Corporation may also have an office or offices at such other places, either within or without the State of Delaware, as the Board may from time to time designate or the business of the Corporation may require.

ARTICLE II
MEETINGS OF STOCKHOLDERS

        Section 1.    Place of Meetings.    Meetings of stockholders shall be held at such time and place, within or without the State of Delaware, as shall be stated in the notice of the meeting or in a duly executed waiver of notice thereof.

        Section 2.    Annual Meetings.    Annual meetings of stockholders shall be held on such date and at such time set by the Board and stated in the notice of the meeting, at which the stockholders shall elect members of the Board, and transact such other business as may properly be brought before the meeting.

        Section 3.    Special Meetings.    Special meetings of the stockholders of the Corporation for any purpose or purposes may be called at any time by the Board, or by a committee of the Board that has been duly designated by the Board and whose powers and authority, as provided in a resolution of the Board or in the Bylaws of the Corporation, include the power to call such meetings, and shall be called by the president or secretary at the request in writing of a majority of the Board, or at the request in writing of stockholders owning a majority in amount of the entire capital stock of the Corporation issued and outstanding and entitled to vote but such special meetings may not be called by any other person or persons; provided, however, that if and to the extent that any special meeting of stockholders may be called by any other person or persons specified in any provisions of the Certificate of Incorporation or any amendment thereto, or any certificate filed under Section 151(g) of the Delaware General Corporation Law (or its successor statute as in effect from time to time hereafter), then such special meeting may also be called by the person or persons in the manner, at the times and for the purposes so specified. Business transacted at any special meeting of stockholders shall be limited to the purposes stated in the notice.

        Section 4.    Stockholder Lists.    The officer who has charge of the stock ledger of the Corporation shall prepare and make, at least ten days before every meeting of stockholders, a complete list of stockholders entitled to vote at the meeting, arranged in alphabetical order, and showing the address of each stockholder and the number of shares registered in the name of each stockholder. Such list shall

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be open to the examination of any stockholder, for any purpose germane to the meeting, during ordinary business hours, for a period of at least ten days prior to the meeting, either at a place within the city where the meeting is to be held, which place shall be specified in the notice of the meeting, or at the place of the meeting, and the list shall also be available at the meeting during the whole time thereof, and may be inspected by any stockholder who is present.

        Section 5.    Notice of Meetings.    Written notice of each meeting of stockholders, whether annual or special, stating the place, date and hour of the meeting shall be given to each stockholder entitled to vote at such meeting not less than ten or more than sixty days before the date of the meeting.

        Section 6.    Quorum and Adjournment.    The holders of a majority of the capital stock issued and outstanding and entitled to vote thereat, present in person or represented by proxy, shall constitute a quorum for holding all meetings of stockholders, except as otherwise provided by applicable law or by the Certificate of Incorporation. If it shall appear that such quorum is not present or represented at any meeting of stockholders, the Chairman of the meeting shall have power to adjourn the meeting from time to time, without notice other than announcement at the meeting, until a quorum shall be present or represented. At such adjourned meeting at which a quorum shall be present or represented, any business may be transacted which might have been transacted at the meeting as originally noticed. The Chairman of the meeting may determine that a quorum is present based upon any reasonable evidence of the presence in person or by proxy of stockholders holding a majority of the outstanding votes, including without limitation, evidence from any record of stockholders who have signed a register indicating their presence at the meeting.

        Section 7.    Voting.    In all matters, the vote of the holders of a majority of the capital stock having voting power present in person or represented by proxy shall decide any question brought before such meeting, unless the question is one upon which by express provision of applicable law, of the Certificate of Incorporation, or of these Bylaws a different vote is required in which case such express provision shall govern and control the decision of such question. Unless otherwise provided in the Certificate of Incorporation, each stockholder shall be entitled to cast one vote for each share of the capital stock entitled to vote held by such stockholder. The officer of the Corporation presiding at a meeting of stockholders, in his or her discretion, may require that any votes cast at such meeting shall be cast by written ballot.

        Section 8.    Proxies.    Each stockholder entitled to vote at a meeting of stockholders may authorize in writing another person or persons to act for him or her by proxy, but no proxy shall be voted or acted upon after eleven months from its date, unless the person executing the proxy specifies therein the period of time for which it is to continue in force.

        Section 9.    Inspector of Election.    The Board may appoint an Inspector or Inspectors of Election for any meeting of stockholders. Such Inspectors shall decide upon the qualification of the voters and report the number of shares represented at the meeting and entitled to vote, shall conduct the voting and accept the votes, and when the voting is completed shall ascertain and report the number of shares voted respectively for and against each position upon which a vote is taken by ballot. An Inspector need not be a stockholder, and any officer of the Corporation may be an Inspector on any position other than a vote for or against a proposal in which he or she shall have a material interest.

        Section 10.    Action Without Meeting.    Subject to Section 228 of the Delaware General Corporation Law, any action which, under any provision of the Delaware General Corporation Law, may be taken at any annual or special meeting of such stockholders, may be taken without a meeting, without prior notice and without a vote, if a consent in writing, setting forth the action so taken, shall be signed by the holders of outstanding stock having not less than a minimum number of votes that would be necessary to authorize or take such action at a meeting at which all shares entitled to vote thereon were present and voted.

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ARTICLE III
DIRECTORS

        Section 1.    Powers.    The Board shall have the power to manage or direct the management of the property, business and affairs of the Corporation, and except as expressly limited by law, to exercise all of its corporate powers. The Board may establish procedures and rules, or may authorize the Chairman of any meeting of stockholders to establish procedures and rules, for the fair and orderly conduct of any stockholders' meeting, including without limitation, registration of the stockholders attending the meeting, adoption of an agenda, establishing the order of business at the meeting, recessing and adjourning the meeting for the purposes of tabulating any votes and receiving the result thereof, the timing of the opening and closing of the polls, and the physical layout of the facilities for the meeting.

        Section 2.    Number.    The Board shall consist of one or more members in such number as shall be determined from time to time by resolution of the Board. Until otherwise determined by such resolution, the Board shall consist of one member. Directors need not be stockholders, and each director shall serve until his or her successor is elected and qualified or until his or her death, retirement, resignation or removal.

        Section 3.    Vacancies and Newly Created Directorships.    Any vacancy in the Board caused by death, resignation, removal or otherwise, or through an increase in the number of directors of a class, shall be filled by a majority vote of the remaining directors, or by the sole remaining director. A director so elected to fill a vacancy shall serve for the remainder of the then present term of the directorship to which he or she was elected.

        Section 4.    Initial Meeting.    The Board shall meet as soon as practicable after the initial election of directors by the incorporator, and notice of such first meeting shall not be required.

        Section 5.    Regular Meetings.    Regular meetings of the Board shall be held without call or notice at such time and place as shall from time to time be fixed by standing resolution of the Board.

        Section 6.    Special Meetings.    Special meetings of the Board may be called at any time, and for any purpose permitted by law, by the Chairman of the Board, the President, the Secretary, or any two members of the Board, which meetings shall be held at the time and place designated by the person or persons calling the meeting. Notice of the time, place and purpose of any such meeting shall be given to the directors by the Secretary, or in case of his or her absence, refusal or inability to act, by any other officer. Any such notice may be given by mail, by telegraph, by telephone, by personal service, or by any thereof as to different directors. If the notice is by mail, then it shall be deposited in a United States Post Office at least four days before the time of the meeting; if by telegraph, by deposit of the message with the telegraph company at least forty-eight hours before the time of the meeting; if by telephone or by personal service, at least forty-eight hours before the time of the meeting.

        Section 7.    Quorum.    At all meetings of the Board a majority of the whole Board shall be necessary and sufficient to constitute a quorum for the transaction of business, and the act of a majority of the directors present at any meeting at which there is a quorum shall be the act of the Board, except as may be otherwise specifically provided by applicable law, by the Certificate of Incorporation or by these Bylaws. Any meeting of the Board may be adjourned to meet again at a stated day and hour. Even though no quorum is present, as required in this Section, a majority of the directors present at any meeting of the Board, either regular or special, may adjourn from time to time until a quorum be had, but no later than the time fixed for the next regular meeting of the Board. Notice of any adjourned meeting need not be given.

        Section 8.    Fees and Compensation.    Each Director and each member of a committee of the Board shall receive such fees and reimbursement of expenses incurred on behalf of the Corporation or in attending meetings as the Board may from time to time determine.

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        Section 9.    Meetings by Telephonic Communication.    Members of the Board or any committee thereof may participate in a regular or special meeting of such Board or committee by means of conference telephone or similar communications equipment by means of which all persons participating in the meeting can hear each other, if the standing resolutions fixing the time and place of a regular meeting or if the notice of the time and place of any regular or special meeting provides for such participation. Participation in a meeting pursuant to this Section shall constitute presence in person at such meeting.

        Section 10.    Committees.    The Board may, by resolution passed by a majority of the whole Board, designate one or more committees, each committee to consist of one or more of the directors of the Corporation. The Board may designate one or more directors as alternate members of any committee, who may replace any absent or disqualified member at any meeting of the committee. In the absence or disqualification of a member of a committee and if the Board has not designated one or more alternates (or if such a designation has been made, in the absence or disqualification of such alternate(s)), the member or Members thereof present at any meeting and not disqualified from voting, whether or not he, she or they constitute a quorum, may unanimously appoint another member of the Board to act at the meeting in the place of any such absent or disqualified member or alternate. Any such committee, to the extent provided in a resolution of the Board shall have and may exercise all the powers and authority of the Board in the management of the business and affairs of the Corporation, and may authorize the seal of the Corporation to be affixed to all papers which may require it; but no such committee shall have the power or authority in reference to amending the Certificate of Incorporation or these Bylaws, adopting an agreement of merger or consolidation, recommending to the stockholders the sale, lease or exchange of all or substantially all of the Corporation's property and assets, recommending to the stockholders a dissolution of the Corporation or a revocation of a dissolution; and, unless a resolution expressly so provides, no such committee shall have the power or authority to declare a dividend or to authorize the issuance of capital stock.

        Section 11.    Action Without Meetings.    Unless otherwise restricted by applicable law, the Certificate of Incorporation or these Bylaws, any action required or permitted to be taken at any meeting of the Board or of any committee thereof may be taken without meeting if all members of the Board or of such committee consent thereto in writing as the case may be, and the writing or writings are filed with the minutes of proceedings of the Board or committee.

        Section 12.    Removal.    Unless otherwise restricted by the Certificate of Incorporation or Bylaws, any director or the entire Board may be removed, with or without cause, by the holders of a majority of shares entitled to vote at an election of directors.

ARTICLE IV
OFFICERS

        Section 1.    Officers.    The Corporation shall have a Chairman of the Board, a President, one or more Vice Presidents, a Secretary and a Treasurer. The Corporation may also, at the discretion of the Board have as officers of the Corporation one or more Assistant Secretaries, one or more Assistant Treasurers and such other officers as may be elected or appointed in accordance with the provisions of Section 3 of this Article. Any two or more of such offices may be held by the same person.

        Section 2.    Election.    The officers of the Corporation, except such officer as may be elected or appointed in accordance with the provisions of Section 3 or Section 5 of this Article, shall be chosen annually by, and shall serve at the pleasure of, the Board, and shall hold their respective offices until their resignation, removal, or other disqualification from service, or until their respective successors shall be elected.

        Section 3.    Subordinate Officers.    The Board may elect, and may empower the President to appoint, such other officers as the business of the Corporation may require, each of whom shall hold

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office for such period, have such authority and perform such duties as are provided in these Bylaws or as the Board may from time to time determine.

        Section 4.    Removal and Resignation.    Any officer may be removed, either with or without cause, by the Board at any time or, except in the case of an officer not chosen by the Board, by any officer upon whom such power of removal may be conferred by the Board. Any such removal shall be without prejudice to the rights, if any, of the officer under any contract of employment of the officer.

        Any officer may resign at any time by giving written notice to the Corporation, but without prejudice to the rights, if any, of the Corporation under any contract to which the officer is a party. Any such resignation shall take effect at the date of the receipt of such notice or at any later time specified therein and, unless otherwise specified therein, the acceptance of such resignation shall not be necessary to make it effective.

        Section 5.    Vacancies.    A vacancy in any office because of death, resignation, removal, disqualification or any other cause shall be filled in the manner prescribed in these Bylaws for regular election or appointment to such office.

        Section 6.    Chairman of the Board.    The Chairman of the Board shall preside at all meetings of the stockholders and of the Board and shall have such other powers and duties as may be prescribed by the Board or the Bylaws.

        Section 7.    Chief Executive Officer.    Subject to the control of the Board, the Chief Executive Officer shall have powers as determined by the Board and shall have the power to supervise, direct and control the business and the officers of the Corporation. The Chief Executive Officer shall have the powers usually vested in the chief executive officer of a corporation.

        Section 8.    President.    Subject to the control of the Board and to the powers vested by the Board in any committee or committees appointed by the Board or granted by the Board to the Chief Executive Officer, the President shall have general supervision, direction and control of the business and officers of the Corporation. The President shall have the general powers and duties of management and shall have such other powers and duties as may be prescribed by the Board or the Bylaws.

        Section 9.    Vice Presidents.    In the absence or disability of the President, the Vice Presidents, in order of their rank as fixed by the Board, or, if not ranked, the Vice President designated by the Board shall perform all the duties of the President and when so acting shall have all the powers of and be subject to all the restrictions upon the President. The Vice Presidents shall have such other powers and perform such duties as may be prescribed for them, respectively, from time to time, by the Board or the Bylaws.

        Section 10.    Secretary.    The Secretary shall keep or cause to be kept, at the principal executive office and such other place as the Board may order, a book of minutes of all meetings of stockholders, the Board and its committees, with the time and place of holding, whether regular or special, and if special, how authorized, the notice thereof given, the names of those present at Board and committee meetings, the number of shares present or represented at stockholders' meetings, and the proceedings thereof. The Secretary shall keep, or cause to be kept, a copy of the Bylaws of the Corporation at the principal executive office or business office.

        The Secretary shall keep, or cause to be kept, at the principal executive office or at the office of the Corporation's transfer agent or registrar, if one be appointed, a share register, or a duplicate share register, showing the names of the stockholders and their addresses, the number and classes of shares held by each, the number and date of certificates issued for the same, and the number and date of cancellation of every certificate surrendered for cancellation.

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        The Secretary shall give, or cause to be given, notice of all meetings of the stockholders and of the Board and any committees thereof required by these Bylaws or by law to be given, shall keep the seal of the Corporation in safe custody, and shall have such other powers and perform such other duties as may be prescribed by the Board.

        Section 11.    Treasurer.    The Treasurer is the chief financial officer of the Corporation and shall keep and maintain, or cause to be kept and maintained, adequate and correct accounts of the properties and business transactions of the Corporation, and shall send or cause to be sent to the stockholders of the Corporation such financial statements and reports as are by law or these Bylaws required to be sent to them. The books of account shall at all times be open to inspection by any director.

        The Treasurer shall deposit all moneys and other valuables in the name and to the credit of the Corporation with such depositaries as may be designated by the Board. The Treasurer shall disburse the funds of the Corporation as may be ordered by the Board, shall render to the President and the directors, whenever they request it, an account of all transactions as Treasurer and of the financial condition of the Corporation, and shall have such other powers and perform such other duties as may be prescribed by the Board.

ARTICLE V
SEAL

        It shall not be necessary to the validity of any instrument executed by any authorized officer or officers of the Corporation, that the execution of such instrument be evidenced by the corporate seal, and all documents, instruments, contracts, and writings of all kinds signed on behalf of the Corporation by any authorized officer or officers thereof shall be as effectual and binding on the Corporation without the corporate seal, as if the execution of the same had been evidenced by affixing the corporate seal thereto.

ARTICLE VI
FORM OF STOCK CERTIFICATE

        Every holder of capital stock in the Corporation shall be entitled to have a certificate signed by, or in the name of, the Corporation by the President or a Vice President, and by the Treasurer or an Assistant Treasurer, or the Secretary or an Assistant Secretary of the Corporation, certifying the number of shares owned by him or her in the Corporation. Any or all of the signatures on the certificate may be a facsimile. In case any officer, transfer agent, or registrar who has signed or whose facsimile signature has been placed upon a certificate shall have ceased to be such officer, transfer agent, or registrar before such certificate is issued, it may be issued by the Corporation with the same effect as if he or she were such officer, transfer agent, or registrar at the date of the issue.

ARTICLE VII
REPRESENTATION OF SHARES OF OTHER CORPORATIONS

        The Chairman of the Board, the President or any other officer or officers authorized by the Board are each authorized to vote, represent, and exercise on behalf of the Corporation all rights incident to any and all shares of any other corporation or corporations standing in the name of the Corporation. The authority herein granted may be exercised either by any such officer in person or by any other person authorized so to do by proxy or power of attorney duly executed by said officer.

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ARTICLE VIII
TRANSFERS OF STOCK

        Upon surrender to the Corporation or a transfer agent of the Corporation of a certificate for shares duly endorsed or accompanied by proper evidence of succession, assignment, or authority to transfer, it shall be the duty of the Corporation to issue a new certificate to the person entitled thereto, cancel the old certificate, and record the transaction upon its books.

ARTICLE IX
LOST, STOLEN, OR DESTROYED CERTIFICATES

        The Board may direct a new certificate or certificates to be issued in place of any certificate or certificates theretofore issued by the Corporation alleged to have been lost, stolen, or destroyed, upon the making of an affidavit of the fact by the person claiming the certificate of stock to be lost, stolen, or destroyed. When authorizing such issue of a new certificate or certificates, the Board may, in its discretion and as a condition precedent to the issuance thereof, require the owner of such lost, stolen, or destroyed certificate or certificates, or his or her legal representative, to give the Corporation a bond in such sum as it may direct as indemnity against any claim that may be made against the Corporation with respect to the certificate alleged to have been lost, stolen, or destroyed.

ARTICLE X
RECORD DATE

        The Board may fix in advance a date, which shall not be more than sixty days or less than ten days preceding the date of any meeting of stockholders, or the date for the payment of any dividend, or the date for the allotment of rights, or the date when any change or conversion or exchange of capital stock shall go into effect, or a date in connection with obtaining such consent, as a record date for the determination of stockholders entitled to notice of, and to vote at, any such meeting and any adjournment thereof, or entitled to receive payment of any such dividend, or to any such allotment of rights, or to exercise the rights in respect of any such change, conversion of exchange of capital stock, or to give such consent, and in such case such stockholders, and only such stockholders as shall be stockholders of record on the date so fixed shall be entitled to such notice of, and to vote at, such meeting and any adjournment thereof, or to receive payment of such dividend, or to receive such allotment of rights, or to exercise such rights, or to give such consent, as the case may be, notwithstanding any transfer of any stock on the books of the Corporation after any such record date fixed as aforesaid.

ARTICLE XI
REGISTERED STOCKHOLDERS

        The Corporation shall be entitled to treat the holder of record of any share or shares of stock as the holder in fact thereof and, accordingly, shall not be bound to recognize any equitable or other claim to or interest in such share on the part of any other person, whether or not it shall have express or other notice thereof, save as expressly provided by applicable law.

ARTICLE XII
FISCAL YEAR

        The fiscal year of the Corporation shall be fixed by resolution of the Board.

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ARTICLE XIII
NOTICES

        Section 1.    Manner of Notice.    Whenever under the provisions of applicable law, the Certificate of Incorporation or these Bylaws, notice is required to be given to any director, committee member, officer, or stockholder, it shall not be construed to mean personal notice, but such notice may be given, in the case of stockholders, in writing, by mail, by depositing the same in the post office or letter box, in a postpaid sealed wrapper, addressed to such stockholder, at such address as appears on the books of the Corporation, or, in default of other address, to such stockholder at the General Post Office in the City of Wilmington, Delaware, and, in the case of directors, committee members and officers, by telephone, or by mail or by telegram to the last business address known to the Secretary of the Corporation, and such notice shall be deemed to be given at the time when the same shall be thus mailed or telegraphed or telephoned.

        Section 2.    Waiver of Notice.    Whenever any notice is required to be given under the provisions of applicable law, the Certificate of Incorporation or these Bylaws, a waiver thereof in writing, signed by the person or persons entitled to said notice, whether before or after the time stated therein, shall be deemed equivalent thereto.

ARTICLE XIV
AMENDMENTS

        The Board shall have the power to make, adopt, alter, amend and repeal from time to time Bylaws of this Corporation, subject to the right of the stockholders entitled to vote with respect thereto to adopt, alter, amend, and repeal Bylaws made by the Board; provided, however, that these Bylaws shall not be adopted, altered, amended, or repealed by the stockholders of the Corporation, except by the vote of the holders of not less than two-thirds of the outstanding shares of Common Stock.

ARTICLE XV
INDEMNIFICATION AND INSURANCE

        Section 1.    Right to Indemnification.    To the fullest extent permitted by law, each Indemnified Person (which for the purposes of this Article XV shall mean (i) any officer or director of the Corporation, (ii) any former officer or director of the Corporation, and (iii) each person who is designated as an Indemnified Person by the action of the majority of the members of the Board of Directors of the Corporation) shall be indemnified and held harmless by the Corporation from and against any and all losses, claims, damages, liabilities, whether joint or several, expenses (including reasonable legal fees and expenses), judgments, fines, settlements and other amounts arising from any and all claims, demands, actions, suits or proceedings, civil, criminal, administrative or investigative, in which any Indemnified Person may be involved, or threatened to be involved, as a party or otherwise, by reason of (A) his or her present or former status as (x) an officer, director, employee or agent of the Corporation, or (y) a person serving at the request of the Corporation in a subsidiary or affiliated entity in a similar capacity, or (B) any action taken or omitted in any such capacity, if with respect to the matter at issue the Indemnified Person acted in good faith and in a manner it reasonably believed to be in, or not opposed to, the best interests of the Corporation and, with respect to any criminal proceeding, had no reasonable cause to believe its conduct was unlawful. The termination of any action, suit or proceeding by judgment, order, settlement, conviction or upon a plea of nolo contendere, or its equivalent, shall not, of itself, create a presumption that the Indemnified Person acted in a manner contrary to that specified above. Any designation of an Indemnified Person by the Board of Directors of the Corporation pursuant to clause (iii) of the first sentence of this Section 1 may (i) be made with respect to an individual Indemnified Person or a group of Indemnified Persons, (ii) be revoked or modified by the Board of Directors in its discretion except to the extent, if any,

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otherwise specified in any agreement or policies effecting such designation, and (iii) be subject to such limitations and conditions as may be specified in the agreement or policies effecting such designation.

        Section 2.    Advancement of Expenses.    To the fullest extent permitted by law, expenses (including reasonable legal fees) incurred by an Indemnified Person in defending any claim, demand, action, suit or proceeding subject to this Article XV shall, from time to time, be advanced by the Corporation prior to the final disposition of such claim, demand, action, suit or proceeding upon receipt by the Corporation of an undertaking by or on behalf of the Indemnified Person to repay such amount if it shall be determined that such person is not entitled to be indemnified as authorized in Section 1.

        Section 3.    Rights not Exclusive.    The advancement of expenses and indemnification provided by this Article XV shall be in addition to any other rights to which an Indemnified Person may be entitled under any agreement, pursuant to any vote of the Board of Directors or Stockholders, as a matter of law or otherwise, as to an action in the Indemnified Person's capacity as (i) an officer, director, employee, or agent of the Corporation, or (ii) a person serving at the request of the Corporation in a subsidiary or in another entity in a similar capacity, shall continue as to an Indemnified Person who has ceased to serve in such capacity and shall inure to the benefit of the heirs, successors, assigns, executors and administrators of such Indemnified Person.

        Section 4.    Insurance.    The Corporation may purchase and maintain insurance on behalf of the Corporation and such other Indemnified Persons as the Board of Directors of the Corporation shall determine against any liability that may be asserted against or expense that may be incurred by such Indemnified Person in connection with the Corporation's activities, regardless of whether the Corporation would have the power to indemnify such person against such liability under the provisions of this Article XV, the Certificate of Incorporation of the Corporation and Delaware law.

        Section 5.    Service of Fiduciaries.    For purposes of this Article XV, the Corporation shall be deemed to have requested an Indemnified Person to serve as fiduciary of an employee benefit plan ("Plan") whenever the performance by such Indemnified Person of his or her duties to the Corporation also imposes duties on him or her or otherwise involves services by him or her to such Plan or participants or beneficiaries of such Plan; excise taxes assessed on an Indemnified Person with respect to an employee benefit plan pursuant to applicable law shall be deemed to be "fines" within the meaning of Section 1 of this Article XV; and action taken or omitted by an Indemnified Person with respect to a Plan in the performance of his or her duties for a purpose reasonably believed by him or her to be in the interest of the participants and beneficiaries of such Plan shall be deemed to be for a purpose which is in, or not opposed to, the best interests of the Corporation.

        Section 6.    No Personal Liability for Indemnification.    Any indemnification hereunder shall be satisfied solely out of any insurance obtained pursuant to Section 4 of this Article XV or the assets of the Corporation. In no event may an Indemnified Person subject the Board of Directors or the stockholders of the Corporation or any of them to personal liability by reason of indemnification hereunder.

        Section 7.    Interested Transactions.    An Indemnified Person shall not be denied indemnification in whole or in part under this Article XV because the Indemnified Person had an interest in the transaction with respect to which the indemnification applied if the transaction was otherwise permitted by and was approved in accordance with the terms of the Bylaws and the Certificate of Incorporation of this Corporation, any applicable indemnification agreement and Delaware law.

        Section 8.    Binding Effect.    The indemnification provided in this Article XV is for the benefit of the Indemnified Persons and their respective heirs, successors, assigns, executors and administrators and shall not be deemed to create any right to indemnification for the benefit of any other persons.

        Section 9.    Non-exclusive Indemnification.    The provisions of this Article XV are not intended to be exclusive and the Board of Directors may cause the Corporation to enter into an indemnification

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agreement with any Indemnified Person, or to adopt policies covering any group of Indemnified Persons on such terms as the Board of Directors may determine in its sole discretion.

CERTIFICATE OF SECRETARY
OF
ACT III THEATRES, INC.
a Delaware corporation

        I hereby certify that I am the duly elected and acting Secretary of said corporation and that the foregoing Restated and Amended Bylaws, comprising 14 pages, constitute the Bylaws of said corporation as duly adopted by the Board of Directors and Sole Stockholder of said corporation on November 24, 1992.

Dated: November 24, 1992 /s/  KATHY J. WATANABE Kathy J. Watanabe, Secretary

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Exhibit 3.14

EX-3.15

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Exhibit 3.15

CERTIFICATE OF INCORPORATION
OF
A 3 THEATRES OF TEXAS, INC.

        FIRST: The name of the corporation is A 3 THEATRES OF TEXAS, INC.

        SECOND: The registered office of the corporation in the State of Delaware is located at Corporation Trust Center, 1209 Orange Street, Wilmington, County of New Castle 19801. The registered agent of the Corporation at that address is The Corporation Trust Company.

        THIRD: The purpose of the corporation is to engage in any lawful act or activity for which corporations may be organized under the General Corporation Law of the State of Delaware.

        FOURTH: The total number of shares of stock which the corporation is authorized to issue is One Thousand (1,000) shares of common stock. The par value of each share of common stock will be $0.01.

        FIFTH: The business and affairs of the corporation shall be managed by or under the direction of the board of directors, and the directors need not be elected by ballot unless required by the bylaws of the corporation.

        SIXTH: In furtherance and not in limitation of the powers conferred by the laws of the State of Delaware, the board of directors is expressly authorized to make, amend and repeal the bylaws.

        SEVENTH: The corporation reserves the right to amend or repeal any provision contained in this Certificate of Incorporation in the manner prescribed by the laws of the State of Delaware. All rights herein conferred are granted subject to this reservation.

        EIGHTH: No Director of the corporation shall be liable to the corporation or its stockholders for monetary damages for breach of fiduciary duty as a Director, except for liability (i) for any breach of the Director's duty of loyalty to the corporation or its stockholders, (ii) for acts or omissions not in good faith or which involve intentional misconduct or a knowing violation of law, (iii) under Section 174 of the Delaware General Corporation Law, or (iv) for any transaction from which the Director derived an improper personal benefit. If the Delaware General Corporation Law is hereafter amended to authorize the further elimination or limitation of the liability of a Director, then the liability of a Director of the corporation shall be eliminated or limited to the fullest extent permitted by the Delaware General Corporation Law, as so amended. Any repeal or modification of the foregoing provision of this Article Eighth by the stockholders of the corporation shall not adversely affect any right or protection of a Director of the corporation existing at the time of such repeal or modification. The provisions of this Article Eighth shall not be deemed to limit or preclude indemnification of a Director by the corporation for any liability of a Director that has not been eliminated by the provisions of this Article Eighth.

        NINTH: The name and mailing address of the incorporator of this corporation are: Kenneth Liang, Esq., O'Melveny & Myers, 1800 Century Park East, Suite 600, Los Angeles, California, 90067.

        I, THE UNDERSIGNED, being the incorporator, for the purpose of forming a corporation under the laws of the State of Delaware do make, file and record this Certificate of Incorporation, do certify that the facts herein stated are true, and, accordingly, have hereto set my hand this 14th day of March, 1989.

/s/  KENNETH LIANG Kenneth Liang
Incorporator

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Exhibit 3.15

CERTIFICATE OF INCORPORATION OF A 3 THEATRES OF TEXAS, INC.

EX-3.16

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Exhibit 3.16

BYLAWS OF
A 3 THEATRES OF TEXAS, INC.
a Delaware corporation

Table of Contents

		Page
ARTICLE I	OFFICES	1
ARTICLE II	MEETINGS OF STOCKHOLDERS	1
ARTICLE III	DIRECTORS	3
ARTICLE IV	OFFICERS	5
ARTICLE V	SEAL	6
ARTICLE VI	FORM OF STOCK CERTIFICATE	7
ARTICLE VII	REPRESENTATION OF SHARES OF OTHER CORPORATIONS	7
ARTICLE VIII	TRANSFERS OF STOCK	7
ARTICLE IX	LOST, STOLEN, OR DESTROYED CERTIFICATES	7
ARTICLE X	RECORD DATE	7
ARTICLE XI	REGISTERED STOCKHOLDERS	8
ARTICLE XII	FISCAL YEAR	8
ARTICLE XIII	NOTICES	8
ARTICLE XIV	AMENDMENTS	8
ARTICLE XV	INDEMNIFICATION AND INSURANCE	9

BYLAWS
OF
A 3 THEATRES OF TEXAS, INC.
a Delaware corporation

ARTICLE I

OFFICES

        Section 1.    Registered Office.    The registered office of this Corporation shall be in the City of Wilmington, County of New Castle, State of Delaware, and the name of the resident agent in charge thereof is the agent named in the Certificate of Incorporation until changed by the Board of Directors (the "Board").

        Section 2.    Principal Office.    The principal office for the transaction of the business of the Corporation shall be at such place as may be established by the Board. The Board is granted full power and authority to change said principal office from one location to another.

        Section 3.    Other Offices.    The Corporation may also have an office or offices at such other places, either within or without the State of Delaware, as the Board may from time to time designate or the business of the Corporation may require.

ARTICLE II

MEETINGS OF STOCKHOLDERS

        Section 1.    Place of Meetings.    Meetings of stockholders shall be held at such time and place, within or without the State of Delaware, as shall be stated in the notice of the meeting or in a duly executed waiver of notice thereof.

        Section 2.    Annual Meetings.    Annual meetings of stockholders shall be held on such date and at such time set by the Board and stated in the notice of the meeting, at which the stockholders shall elect members of the Board, and transact such other business as may properly be brought before the meeting.

        Section 3.    Special Meetings.    Special meetings of the stockholders of the Corporation for any purpose or purposes may be called at any time by the Board, or by a committee of the Board that has been duly designated by the Board and whose powers and authority, as provided in a resolution of the Board or in the Bylaws of the Corporation, include the power to call such meetings, and shall be called by the president or secretary at the request in writing of a majority of the Board, or at the request in writing of stockholders owning a majority in amount of the entire capital stock of the Corporation issued and outstanding and entitled to vote but such special meetings may not be called by any other person or persons; provided, however, that if and to the extent that any special meeting of stockholders may be called by any other person or persons specified in any provisions of the Certificate of Incorporation or any amendment thereto, or any certificate filed under Section 151(g) of the Delaware General Corporation Law (or its successor statute as in effect from time to time hereafter), then such special meeting may also be called by the person or persons in the manner, at the times and for the purposes so specified. Business transacted at any special meeting of stockholders shall be limited to the purposes stated in the notice.

        Section 4.    Stockholder Lists.    The officer who has charge of the stock ledger of the Corporation shall prepare and make, at least ten days before every meeting of stockholders, a complete list of stockholders entitled to vote at the meeting, arranged in alphabetical order, and showing the address of each shareholder and the number of shares registered in the name of each stockholder. Such list shall

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be open to the examination of any stockholder, for any purpose germane to the meeting, during ordinary business hours, for a period of at least ten days prior to the meeting, either at a place within the city where the meeting is to be held, which place shall be specified in the notice of the meeting, or at the place of the meeting, and the list shall also be available at the meeting during the whole time thereof, and may be inspected by any stockholder who is present.

        Section 5.    Notice of Meetings.    Written notice of each meeting of stockholders, whether annual or special, stating the place, date and hour of the meeting shall be given to each stockholder entitled to vote at such meeting not less than ten nor more than sixty days before the date of the meeting.

        Section 6.    Quorum and Adjournment.    The holders of a majority of the capital stock issued and outstanding and entitled to vote thereat, present in person or represented by proxy, shall constitute a quorum for holding all meetings of stockholders, except as otherwise provided by applicable law or by the Certificate of Incorporation. If it shall appear that such quorum is not present or represented at any meeting of stockholders, the Chairman of the meeting shall have power to adjourn the meeting from time to time, without notice other than announcement at the meeting, until a quorum shall be present or represented. At such adjourned meeting at which a quorum shall be present or represented, any business may be transacted which might have been transacted at the meeting as originally noticed. The Chairman of the meeting may determine that a quorum is present based upon any reasonable evidence of the presence in person or by proxy of stockholders holding a majority of the outstanding votes, including without limitation, evidence from any record of stockholders who have signed a register indicating their presence at the meeting.

        Section 7.    Voting.    In all matters, the vote of the holders of a majority of the capital stock having voting power present in person or represented by proxy shall decide any question brought before such meeting, unless the question is one upon which by express provision of applicable law, of the Certificate of Incorporation, or of these Bylaws a different vote is required in which case such express provision shall govern and control the decision of such question. Unless otherwise provided in the Certificate of Incorporation, each stockholder shall be entitled to cast one vote for each share of the capital stock entitled to vote held by such stockholder. The officer of the Corporation presiding at a meeting of stockholders, in his or her discretion, may require that any votes cast at such meeting shall be cast by written ballot.

        Section 8.    Proxies.    Each stockholder entitled to vote at a meeting of stockholders may authorize in writing another person or persons to act for him or her by proxy, but no proxy shall be voted or acted upon after eleven months from its date, unless the person executing the proxy specifies therein the period of time for which it is to continue in force.

        Section 9.    Inspector of Election.    The Board may appoint an Inspector or Inspectors of Election for any meeting of stockholders. Such Inspectors shall decide upon the qualification of the voters and report the number of shares represented at the meeting and entitled to vote, shall conduct the voting and accept the votes, and when the voting is completed shall ascertain and report the number of shares voted respectively for and against each position upon which a vote is taken by ballot. An Inspector need not be a stockholder, and any officer of the Corporation may be an Inspector on any position other than a vote for or against a proposal in which he or she shall have a material interest.

        Section 10.    Action Without Meeting.    Subject to Section 228 of the Delaware General Corporation Law, any action which, under any provision of the Delaware General Corporation Law, may be taken at any annual or special meeting of such stockholders, may be taken without a meeting, without prior notice and without a vote, if a consent in writing, setting forth the action so taken, shall be signed by the holders of outstanding stock having not less than a minimum number of votes that would be necessary to authorize or take such action at a meeting at which all shares entitled to vote thereon were present and voted.

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ARTICLE III

DIRECTORS

        Section 1.    Powers.    The Board shall have the power to manage or direct the management of the property, business and affairs of the Corporation, and except as expressly limited by law, to exercise all of its corporate powers. The Board may establish procedures and rules, or may authorize the Chairman of any meeting of stockholders to establish procedures and rules, for the fair and orderly conduct of any stockholders' meeting, including without limitation, registration of the stockholders attending the meeting, adoption of an agenda, establishing the order of business at the meeting, recessing and adjourning the meeting for the purposes of tabulating any votes and receiving the result thereof, the timing of the opening and closing of the polls, and the physical layout of the facilities for the meeting.

        Section 2.    Number.    The Board shall consist of one or more members in such number as shall be determined from time to time by resolution of the Board. Until otherwise determined by such resolution, the Board shall consist of one member. Directors need not be stockholders, and each director shall serve until his or her successor is elected and qualified or until his or her death, retirement, resignation or removal.

        Section 3.    Nominations.    Nominations of candidates for election as directors of the Corporation may be made by the Board or by any stockholder entitled to vote at a meeting at which one or more directors are to be elected (an "Election Meeting") who complies with the notice procedures as set forth in this Section 3. Nominations made by the Board shall be made at a meeting of the Board or by written consent of directors in lieu of a meeting, not less than 30 days prior to the date of an Election Meeting. At the request of the Secretary of the Corporation, each proposed nominee shall provide the Corporation with such information concerning him or herself as is required, under the rules of the Securities and Exchange Commission, to be included in the Corporation's proxy statement soliciting proxies for the election of directors. Not less than 30 days nor more than 60 days prior to the date of an Election Meeting, subject to any other requirements of law, any stockholder who intends to make a nomination at the Election Meeting shall deliver a notice to the Secretary of the Corporation setting forth (i) the name and address of the stockholder and of each nominee proposed in such notice, (ii) the class, series and number of shares of capital stock of the Corporation which are beneficially owned by the stockholder, (iii) a representation that the stockholder intends to nominate the persons specified in the notice at the meeting, (iv) a description of any arrangements between the stockholder and nominees or any other person with respect to the nomination, (v) such other information concerning each such nominee as would be required under the rules of the Securities and Exchange commission in a proxy statement soliciting proxies for the election of such nominees, and (vi) the consent to serve as a director of the Corporation, if elected, of each such nominee. In the event that a person is validly designated as a nominee and shall thereafter become unable or unwilling to stand for election to the Board, the Board or the stockholder who proposed such nominee, as the case may be, may designate a substitute nominee. If the Chairman of the Election Meeting determines that a nomination was not made in accordance with the foregoing procedures, such nomination shall be void.

        Section 4.    Vacancies and Newly Created Directorships.    Any vacancy in the Board caused by death, resignation, removal or otherwise, or through an increase in the number of directors of a class, shall be filled by a majority vote of the remaining directors, or by the sole remaining director. A director so elected to fill a vacancy shall serve for the remainder of the then present term of the directorship to which he or she was elected.

        Section 5.    Initial Meeting.    The Board shall meet as soon as practicable after the initial election of directors by the incorporator and notice of such first meeting shall not be required.

        Section 6.    Regular Meetings.    Regular meetings of the Board shall be held without call or notice at such time and place as shall from time to time be fixed by standing resolution of the Board.

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        Section 7.    Special Meetings.    Special meetings of the Board may be called at any time, and for any purpose permitted by law, by the Chairman of the Board, the President, the Secretary, or any two members of the Board, which meetings shall be held at the time and place designated by the person or persons calling the meeting. Notice of the time, place and purpose of any such meeting shall be given to the directors by the Secretary, or in case of his or her absence, refusal or inability to act, by any other officer. Any such notice may be given by mail, by telegraph, by telephone, by personal service, or by any thereof as to different directors. If the notice is by mail, then it shall be deposited in a United States Post Office at least four days before the time of the meeting; if by telegraph, by deposit of the message with the telegraph company at least forty-eight hours before the time of the meeting; if by telephone or by personal service, at least forty-eight hours before the time of the meeting.

        Section 8.    Quorum.    At all meetings of the Board a majority of the whole Board shall be necessary and sufficient to constitute a quorum for the transaction of business, and the act of a majority of the directors present at any meeting at which there is a quorum shall be the act of the Board, except as may be otherwise specifically provided by applicable law, by the Certificate of Incorporation or by these Bylaws. Any meeting of the Board may be adjourned to meet again at a stated day and hour. Even though no quorum is present, as required in this Section, a majority of the directors present at any meeting of the Board, either regular or special, may adjourn from time to time until a quorum be had, but no later than the time fixed for the next regular meeting of the Board. Notice of any adjourned meeting need not be given.

        Section 9.    Fees and Compensation.    Each Director and each member of a committee of the Board shall receive such fees and reimbursement of expenses incurred on behalf of the corporation or in attending meetings as the Board may from time to time determine.

        Section 10.    Meetings by Telephonic Communication.    Members of the Board or any committee thereof may participate in a regular or special meeting of such Board or committee by means of conference telephone or similar communications equipment by means of which all persons participating in the meeting can hear each other, if the standing resolutions fixing the time and place of a regular meeting or if the notice of the time and place of any regular or special meeting provides for such participation. Participation in a meeting pursuant to this Section shall constitute presence in person at such meeting.

        Section 11.    Committees.    The Board may, by resolution passed by a majority of the whole Board, designate one or more committees, each committee to consist of one or more of the directors of the Corporation. The Board may designate one or more directors as alternate members of any committee, who may replace any absent or disqualified member at any meeting of the committee. In the absence or disqualification of a member of a committee and if the Board has not designated one or more alternates (or if such a designation has been made, in the absence or disqualification of such alternate(s)), the member or members thereof present at any meeting and not disqualified from voting, whether or not he, she or they constitute a quorum, may unanimously appoint another member of the Board to act at the meeting in the place of any such absent or disqualified member or alternate. Any such committee, to the extent provided in a resolution of the Board shall have and may exercise all the powers and authority of the Board in the management of the business and affairs of the Corporation, and may authorize the seal of the Corporation to be affixed to all papers which may require it; but no such committee shall have the power or authority in reference to amending the Certificate of Incorporation or these Bylaws, adopting an agreement of merger or consolidation, recommending to the stockholders the sale, lease or exchange of all or substantially all of the Corporation's property and assets, recommending to the stockholders a dissolution of the Corporation or a revocation of a dissolution; and, unless a resolution expressly so provides, no such committee shall have the power or authority to declare a dividend or to authorize the issuance of capital stock.

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        Section 12.    Action Without Meetings.    Unless otherwise restricted by applicable law, the Certificate of Incorporation or these Bylaws, any action required or permitted to be taken at any meeting of the Board or of any committee thereof may be taken without meeting if all members of the Board or of such committee consent thereto in writing as the case may be, and the writing or writings are filed with the minutes of proceedings of the Board or committee.

        Section 13.    Removal.    Unless otherwise restricted by the Certificate of Incorporation or bylaw, any Director or the entire Board may be removed, with or without cause, by the holders of a majority of shares entitled to vote at an election of Directors.

ARTICLE IV

OFFICERS

        Section 1.    Officers.    The Corporation shall have a Chairman of the Board, a President, one or more Vice Presidents, a Secretary and a Treasurer. The Corporation may also, at the discretion of the Board of Directors, have as officers of the Corporation one or more Assistant Secretaries, one or more Assistant Treasurers and such other officers as may be elected or appointed in accordance with the provisions of Section 3 of this Article. Any two or more of such offices may be held by the same person.

        Section 2.    Election.    The officers of the Corporation, except such officer as may be elected or appointed in accordance with the provisions of Section 3 or Section 5 of this Article, shall be chosen annually by, and shall serve at the pleasure of, the Board, and shall hold their respective offices until their resignation, removal, or other disqualification from service, or until their respective successors shall be elected.

        Section 3.    Subordinate Officers.    The Board may elect, and may empower the President to appoint, such other officers as the business of the Corporation may require, each of whom shall hold office for such period, have such authority and perform such duties as are provided in these Bylaws or as the Board may from time to time determine.

        Section 4.    Removal and Resignation.    Any officer may be removed, either with or without cause, by the Board at any time or, except in the case of an officer not chosen by the Board, by any officer upon whom such power of removal may be conferred by the Board. Any such removal shall be without prejudice to the rights, if any, of the officer under any contract of employment of the officer.

        Any officer may resign at any time by giving written notice to the Corporation, but without prejudice to the rights, if any, of the Corporation under any contract to which the officer is a party. Any such resignation shall take effect at the date of the receipt of such notice or at any later time specified therein and, unless otherwise specified therein, the acceptance of such resignation shall not be necessary to make it effective.

        Section 5.    Vacancies.    A vacancy in any office because of death, resignation, removal, disqualification or any other cause shall be filled in the manner prescribed in these Bylaws for regular election or appointment to such office.

        Section 6.    Chairman of the Board.    The Chairman of the Board shall preside at all meetings of the stockholders and of the Board and shall have such other powers and duties as may be prescribed by the Board or the Bylaws.

        Section 7.    President.    The President shall be the chief executive officer of the Corporation. Subject to the control of the Board and to the powers vested by the Board in any committee or committees appointed by the Board, the President shall have general supervision, direction and control of the business and officers of the Corporation. The President shall have the general powers and duties

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of management usually vested in the chief executive officer of a corporation and shall have such other powers and duties as may be prescribed by the Board or the Bylaws.

        Section 8.    Vice Presidents.    In the absence or disability of the President, the Vice Presidents, in order of their rank as fixed by the Board, or, if not ranked, the Vice President designated by the Board shall perform all the duties of the President and when so acting shall have all the powers of and be subject to all the restrictions upon the President. The Vice Presidents shall have such other powers and perform such duties as may be prescribed for them, respectively, from time to time, by the Board or the Bylaws.

        Section 9.    Secretary.    The Secretary shall keep or cause to be kept, at the principal executive office and such other place as the Board may order, a book of minutes of all meetings of stockholders, the Board and its committees, with the time and place of holding, whether regular or special, and if special, how authorized, the notice thereof given, the names of those present at Board and committee meetings, the number of shares present or represented at stockholders' meetings, and the proceedings thereof. The Secretary shall keep, or cause to be kept, a copy of the Bylaws of the Corporation at the principal executive office or business office.

        The Secretary shall keep, or cause to be kept, at the principal executive office or at the office of the Corporation's transfer agent or registrar, if one be appointed, a share register, or a duplicate share register, showing the names of the stockholders and their addresses, the number and classes of shares held by each, the number and date of certificates issued for the same, and the number and date of cancellation of every certificate surrendered for cancellation.

        The Secretary shall give, or cause to be given, notice of all meetings of the stockholders and of the Board and any committees thereof required by these Bylaws or by law to be given, shall keep the seal of the Corporation in safe custody, and shall have such other powers and perform such other duties as may be prescribed by the Board.

        Section 10.    Treasurer.    The Treasurer is the chief financial officer of the Corporation and shall keep and maintain, or cause to be kept and maintained, adequate and correct accounts of the properties and business transactions of the Corporation, and shall send or cause to be sent to the stockholders of the Corporation such financial statements and reports as are by law or these Bylaws required to be sent to them. The books of account shall at all times be open to inspection by any director.

        The Treasurer shall deposit all moneys and other valuables in the name and to the credit of the Corporation with such depositaries as may be designated by the Board. The Treasurer shall disburse the funds of the Corporation as may be ordered by the Board, shall render to the President and the directors, whenever they request it, an account of all transactions as Treasurer and of the financial condition of the Corporation, and shall have such other powers and perform such other duties as may be prescribed by the Board.

ARTICLE V

SEAL

        It shall not be necessary to the validity of any instrument executed by any authorized officer or officers of the Corporation, that the execution of such instrument be evidenced by the corporate seal, and all documents, instruments, contracts, and writings of all kinds signed on behalf of the Corporation by any authorized officer or officers thereof shall be as effectual and binding on the Corporation without the corporate seal, as if the execution of the same had been evidenced by affixing the corporate seal thereto.

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ARTICLE VI

FORM OF STOCK CERTIFICATE

        Every holder of capital stock in the Corporation shall be entitled to have a certificate signed by, or in the name of, the Corporation by the President or a Vice President, and by the Treasurer or an Assistant Treasurer, or the Secretary or an Assistant Secretary of the Corporation, certifying the number of shares owned by him or her in the Corporation. Any or all of the signatures on the certificate may be a facsimile. In case any officer, transfer agent, or registrar who has signed or whose facsimile signature has been placed upon a certificate shall have ceased to be such officer, transfer agent, or registrar before such certificate is issued, it may be issued by the Corporation with the same effect as if he or she were such officer, transfer agent, or registrar at the date of the issue.

ARTICLE VII

REPRESENTATION OF SHARES OF OTHER CORPORATIONS

        The Chairman of the Board, the President or any other officer or officers authorized by the Board are each authorized to vote, represent, and exercise on behalf of the Corporation all rights incident to any and all shares of any other corporation or corporations standing in the name of the Corporation. The authority herein granted may be exercised either by any such officer in person or by any other person authorized so to do by proxy or power of attorney duly executed by said officer.

ARTICLE VIII

TRANSFERS OF STOCK

        Upon surrender to the Corporation or a transfer agent of the Corporation of a certificate for shares duly endorsed or accompanied by proper evidence of succession, assignment, or authority to transfer, it shall be the duty of the Corporation to issue a new certificate to the person entitled thereto, cancel the old certificate, and record the transaction upon its books.

ARTICLE IX

LOST, STOLEN, OR DESTROYED CERTIFICATES

        The Board may direct a new certificate or certificates to be issued in place of any certificate or certificates theretofore issued by the Corporation alleged to have been lost, stolen, or destroyed, upon the making of an affidavit of the fact by the person claiming the certificate of stock to be lost, stolen, or destroyed. When authorizing such issue of a new certificate or certificates, the Board may, in its discretion and as a condition precedent to the issuance thereof, require the owner of such lost, stolen, or destroyed certificate or certificates, or his or her legal representative, to give the Corporation a bond in such sum as it may direct as indemnity against any claim that may be made against the Corporation with respect to the certificate alleged to have been lost, stolen, or destroyed.

ARTICLE X

RECORD DATE

        The Board may fix in advance a date, which shall not be more than sixty days nor less than ten days preceding the date of any meeting of stockholders, or the date for the payment of any dividend, or the date for the allotment of rights, or the date when any change or conversion or exchange of capital stock shall go into effect, or a date in connection with obtaining such consent, as a record date for the determination of stockholders entitled to notice of, and to vote at, any such meeting and any adjournment thereof, or entitled to receive payment of any such dividend, or to any such allotment of rights, or to exercise the rights in respect of any such change, conversion or exchange of capital stock,

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or to give such consent, and in such case such stockholders, and only such stockholders as shall be stockholders of record on the date so fixed shall be entitled to such notice of, and to vote at, such meeting and any adjournment thereof, or to receive payment of such dividend, or to receive such allotment of rights, or to exercise such rights, or to give such consent, as the case may be, not withstanding any transfer of any stock on the books of the Corporation after any such record date fixed as aforesaid.

ARTICLE XI

REGISTERED STOCKHOLDERS

        The Corporation shall be entitled to treat the holder of record of any share or shares of stock as the holder in fact thereof and, accordingly, shall not be bound to recognize any equitable or other claim to or interest in such share on the part of any other person, whether or not it shall have express or other notice thereof, save as expressly provided by applicable law.

ARTICLE XII

FISCAL YEAR

        The fiscal year of the Corporation shall be fixed by resolution of the Board.

ARTICLE XIII

NOTICES

        Section 1.    Manner of Notice.    Whenever under the provisions of applicable law, the Certificate of Incorporation or these Bylaws, notice is required to be given to any director, committee member, officer, or stockholder, it shall not be construed to mean personal notice, but such notice may be given, in the case of stockholders, in writing, by mail, by depositing the same in the post office or letter box, in a postpaid sealed wrapper, addressed to such stockholder, at such address as appears on the books of the Corporation, or, in default of other address, to such stockholder at the General Post Office in the City of Wilmington, Delaware, and, in the case of directors, committee members and officers, by telephone, or by mail or by telegram to the last business address known to the Secretary of the Corporation, and such notice shall be deemed to be given at the time when the same shall be thus mailed or telegraphed or telephoned.

        Section 2.    Waiver of Notice.    Whenever any notice is required to be given under the provisions of applicable law, the Certificate of Incorporation or these Bylaws, a waiver thereof in writing, signed by the person or persons entitled to said notice, whether before or after the time stated therein, shall be deemed equivalent thereto.

ARTICLE XIV

AMENDMENTS

        The Board shall have the power to make, adopt, alter, amend and repeal from time to time bylaws of this Corporation, subject to the right of the stockholders entitled to vote with respect thereto to adopt, alter, amend, and repeal bylaws made by the Board; provided, however, that these Bylaws shall not be adopted, altered, amended, or repealed by the stockholders of the Corporation, except by the vote of the holders of not less than two-thirds of the outstanding shares of Common Stock.

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ARTICLE XV

INDEMNIFICATION AND INSURANCE

        Section 1.    Right to Indemnification.    Each person who was or is a party or is threatened to be made a party to or is involved in any action, suit or proceeding, whether civil, criminal, administrative or investigative (hereinafter a "proceeding"), by reason of the fact that he or she, or a person of whom he or she is the legal representative, is or was a director or officer of the Corporation or is or was serving at the request of the Corporation as a director, officer, employee or agent of another corporation or of a partnership, joint venture, trust or other enterprise, including service with respect to employee benefit plans, whether the basis of such proceeding is alleged action or inaction in an official capacity or in any other capacity while serving as a director, officer, employee or agent, shall be indemnified and held harmless by the Corporation to the fullest extent permitted by the laws of Delaware, as the same exist or may hereafter be amended, against all costs, charges, expenses, liabilities and losses (including attorneys^, fees, judgments, fines, ERISA excise taxes or penalties and amounts paid or to be paid in settlement) reasonably incurred or suffered by such person in connection therewith, and such indemnification shall continue as to a person who has ceased to be a director, officer, employee or agent and shall inure to the benefit of his or her heirs, executors and administrators; provided, however, that, except as provided in Section 2 hereof, the Corporation shall indemnify any such person seeking indemnification in connection with a proceeding (or part thereof) initiated by such person only if such proceeding (or part thereof) was authorized by the Board of Directors of the Corporation. The right to indemnification conferred in this Article shall be a contract right and shall include the right to be paid by the Corporation the expenses incurred in defending any such proceeding in advance of its final disposition; provided, however, that, if the Delaware General Corporation Law requires, the payment of such expenses incurred by a director or officer in his or her capacity as a director or officer (and not in any other capacity in which service was or is rendered by such person while a director or officer, including, without limitation, service to an employee benefit plan) in advance of the final disposition of a proceeding; shall be made only upon delivery to the Corporation of an undertaking, by or on behalf of such director or officer, to repay all amounts so advanced if it shall ultimately be determined that such director or officer is not entitled to be indemnified under this Section or otherwise. The Corporation may, by action of its Board of Directors, provide indemnification to employees and agents of the Corporation with the same scope and effect as the foregoing indemnification of directors and officers.

        Section 2.    Right of Claimant to Bring Suit.    If a claim under Section 1 of this Article is not paid in full by the Corporation within thirty days after a written claim has been received by the Corporation, the claimant may at any time thereafter bring suit against the Corporation to recover the unpaid amount of the claim and, if successful in whole or in part, the claimant shall be entitled to be paid also the expense of prosecuting such claim. It shall be a defense to any such action (other than an action brought to enforce a claim for expenses incurred in defending any proceeding in advance of its final disposition where the required undertaking, if any is required, has been tendered to the Corporation) that the claimant has failed to meet a standard of conduct which makes it permissible under Delaware law for the Corporation to indemnify the claimant for the amount claimed. Neither the failure of the Corporation (including its Board of Directors, independent legal counsel, and its stockholders) to have made a determination prior to the commencement of such action that indemnification of the claimant is permissible in the circumstances because he or she has met such standard of conduct, nor an actual determination by the Corporation (including its Board of Directors, independent legal counsel, and its stockholders) that the claimant has not met such standard of conduct, shall be a defense to the action or create a presumption that the claimant has failed to meet such standard of conduct.

        Section 3.    Non-Exclusivity of Rights.    The right to indemnification and the payment of expenses incurred in defending a proceeding in advance of its final disposition conferred in this Article shall not be exclusive of any other right which any person may have or hereafter acquire under any statute,

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provision of the Certificate of Incorporation, bylaw, agreement, vote of stockholders or disinterested directors or otherwise.

        Section 4.    Insurance.    The Corporation may maintain insurance, at its expense, to protect itself and any director, officer, employee or agent of the Corporation or another corporation, partnership, joint venture, trust or other enterprise against any such expense, liability, loss, whether or not the Corporation would have the power to indemnify such person against such expense, liability or loss under Delaware law.

        Section 5.    Expenses as a Witness.    To the extent that any director, officer, employee or agent of the Corporation is by reason of such position, or a position with another entity at the request of the Corporation, a witness in any action, suit or proceeding, he or she shall be indemnified against all costs and expenses actually and reasonably incurred by him or her or on his or her behalf in connection therewith.

        Section 6.    Indemnity Agreements.    The Corporation may enter into agreements with any director, officer, employee or agent of the Corporation providing for indemnification to the full extent permitted by Delaware law.

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CERTIFICATE OF SECRETARY

OF

A 3 THEATRES OF TEXAS, INC.

a Delaware corporation

        I hereby certify that I am the duly elected and acting secretary of said corporation and that the foregoing Bylaws, comprising 16 pages, constitute the Bylaws of said corporation as duly adopted by the sole Director by written consent dated and signed as of March 31, 1989.

Dated: March 31, 1989 /s/ SUSANNE RESNICK Susanne Resnick, Secretary

CERTIFICATE OF SECRETARY
OF
A 3 THEATRES OF TEXAS, INC.

        I, Kathy J. Watanabe, do hereby certify as follows:

        1.    I am the duly elected, qualified and acting Secretary of A 3 Theatres of Texas, Inc., a Delaware corporation (the "Company").

        2.    Attached hereto as Exhibit A is a true and correct copy of the resolutions amending the Bylaws duly adopted by the Board of Directors of the Company by written consent dated October 1, 1990. The resolutions set forth in Exhibit A were duly adopted and have not been amended or revoked and are now in full force and effect.

IN WITNESS WHEREOF, I have executed this Certificate in my official capacity as of the 1st day of April, 1991.

/s/ KATHY J. WATANABE Kathy J. Watanabe, Secretary

EXHIBIT A

AMENDMENT OF BYLAWS TO DELETE REFERENCE RELATING TO "NOMINATIONS"

WHEREAS, the sole director has been asked to consider amending the Bylaws to delete Article III, Section 3 entitled "Nominations" in its entirety since said section in the Bylaws is intended for a public corporation;

NOW, THEREFORE, BE IT RESOLVED, that the Bylaws be, and they hereby are, amended by deleting Article III, Section 3 in its entirety from the Bylaws of this Company.

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BYLAWS OF A 3 THEATRES OF TEXAS, INC. a Delaware corporation
Table of Contents
BYLAWS OF A 3 THEATRES OF TEXAS, INC. a Delaware corporation
ARTICLE I OFFICES
ARTICLE II MEETINGS OF STOCKHOLDERS
ARTICLE III DIRECTORS
ARTICLE IV OFFICERS
ARTICLE V SEAL
ARTICLE VI FORM OF STOCK CERTIFICATE
ARTICLE VII REPRESENTATION OF SHARES OF OTHER CORPORATIONS
ARTICLE VIII TRANSFERS OF STOCK
ARTICLE IX LOST, STOLEN, OR DESTROYED CERTIFICATES
ARTICLE X RECORD DATE
ARTICLE XI REGISTERED STOCKHOLDERS
ARTICLE XII FISCAL YEAR
ARTICLE XIII NOTICES
ARTICLE XIV AMENDMENTS
ARTICLE XV INDEMNIFICATION AND INSURANCE
CERTIFICATE OF SECRETARY OF A 3 THEATRES OF TEXAS, INC. a Delaware corporation
CERTIFICATE OF SECRETARY OF A 3 THEATRES OF TEXAS, INC.
EXHIBIT A
AMENDMENT OF BYLAWS TO DELETE REFERENCE RELATING TO "NOMINATIONS"

EX-3.17

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Exhibit 3.17

[NOTE TO FILING OFFICER: This is an amendment to, and restatement of, the Certificate of Limited Partnership of A 3 Theatres of San Antonio, Ltd. amended and restated by the Third Amended and Restated Certificate of Limited Partnership of A 3 Theatres of San Antonio, Ltd. filed with the Secretary of State on February 1, 1989, Filing No. 48358-10 RLP (GP)]

FOURTH AMENDED AND RESTATED CERTIFICATE OF
LIMITED PARTNERSHIP OF A 3 THEATRES OF
SAN ANTONIO, LTD.

        The Third Amended and Restated Certificate of Limited Partnership of A 3 Theatres of San Antonio, Ltd. filed with the Secretary of State of Texas on February 1, 1989, Filing No. 48358-10 RLP (GP), is hereby amended by deleting the same in its entirety and inserting in lieu thereof this Fourth Amended and Restated Certificate of Limited Partnership. This Fourth Amended and Restated Certificate of Limited Partnership is filed pursuant to Section 2.10 of the Texas Revised Limited Partnership Act, Article 6132a-1, Texas Revised Civil Statutes (the "Act").

        1.    The name of the limited Partnership is

        A 3 THEATRES OF SAN ANTONIO, LTD.

        2.    The address of the registered office required to be maintained by Section 1.06 of the Act is:

c/o Scott Wallace
85 N.E. Loop 410
Suite 612
San Antonio, Texas 78216

        3.    The name and the address of the registered agent for service of process required to be maintained by Section 1.06 of the Act is

Name:	Scott Wallace
Address	85 N.E. Loop 410 Suite 612 San Antonio, Texas 78216

        4.    The address of the principal office in the United States where partnership records are to be kept or made available under Section 1.07 of the Act is:

A 3 Theatres of San Antonio, Ltd.
85 N.E. Loop 410
Suite 612
San Antonio, Texas 78216

        5.    The name, the mailing address, and the street address of the business of the general partner are:

A 3 Theatres of Texas, Inc.
85 N.E. Loop 410
Suite 612
San Antonio, Texas 78216

        6.    Admission of New General Partner

        Effective May 1, 1989, A 3 Theatres of Texas, Inc., a Delaware corporation, has been admitted as the sole general partner of A 3 Theatres of San Antonio, Ltd.

        7.    Withdrawal of Former General Partner

        Effective May 1, 1989, Act III Theatres, L.P. has withdrawn as general partner of A 3 Theatres of San Antonio, Ltd.

        Executed effective as of May 1, 1989.

A 3 THEATRES OF TEXAS, INC., General Partner
By:	/s/  MICHAEL KEEGAN
Printed Name:	Michael Keegan
Title:	Vice President

ACT III THEATRES, L.P., withdrawing general partner
By:	Act III Theatres G.P., Inc. its general partner
By:	/s/  MICHAEL KEEGAN
Printed Name:	Michael Keegan
Title:	Vice President

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Exhibit 3.17

FOURTH AMENDED AND RESTATED CERTIFICATE OF LIMITED PARTNERSHIP OF A 3 THEATRES OF SAN ANTONIO, LTD.

EX-3.18

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Exhibit 3.18

SECOND AMENDED AND RESTATED
AGREEMENT OF LIMITED PARTNERSHIP
OF
A 3 THEATRES OF SAN ANTONIO, LTD.

TABLE OF CONTENTS

			Page
ARTICLE ONE    DEFINED TERMS			1
ARTICLE TWO    FORMATION; NAME, PLACE OF BUSINESS AND OFFICE; PURPOSE; TERM			5
	Section 2.1	Formation	5
	Section 2.2	Names, Offices and Agent	5
	Section 2.3	Purpose	5
	Section 2.4	Term	5
	Section 2.5	Adoption of Act	5
	Section 2.6	Filing of Certificate	5
ARTICLE THREE    PARTNERS AND CAPITAL			6
	Section 3.1	General Partner	6
	Section 3.2	Current Limited Partners	6
	Section 3.3	Additional Limited Partners	6
	Section 3.4	Partnership Capital	7
	Section 3.5	Liability of Partners	7
	Section 3.6	General Partner as Limited Partner	7
ARTICLE FOUR    DISTRIBUTIONS OF CASH; ALLOCATIONS OF PROFITS AND LOSSES			7
	Section 4.1	Distributions of Distributable Cash from Operations	7
	Section 4.2	Distributions of Proceeds Arising from a Refinancing or Sale	7
	Section 4.3	Allocations of Profits and Losses	9
	Section 4.4	Special Allocations: Items of Income or Gain	9
	Section 4.5	Determination of Distributions and Allocations Among Partners	10
	Section 4.6	Notice of Distributions to Warrantholders	11
ARTICLE FIVE    RIGHTS, POWERS AND DUTIES OF THE GENERAL PARTNER			11
	Section 5.1	Management and Control of the Partnership	11
	Section 5.2	Authority of the General Partner	11
	Section 5.3	Restrictions on the Authority of the General Partner	13
	Section 5.4	Duties and Obligations of General Partner	14
	Section 5.5	Compensation of the General Partner	15
	Section 5.6	Other Businesses of Partners	15
	Section 5.7	Indemnification of the General Partner and Its Affiliates	15
ARTICLE SIX    TRANSFERABILITY OF GENERAL PARTNER'S PARTNERSHIP UNITS			16
	Section 6.1	Admission of Successor or Additional General Partner	16
	Section 6.2	Removal of the General Partner; Designation of a Successor General Partner	16

(i)

	Section 6.3	Incapacity, Removal or Resignation of a General Partner	17
	Section 6.4	Liability of a Withdrawn General Partner	18
	Section 6.5	Restrictions on Transfer of General Partner's Partnership Units	18
	Section 6.6	Consent of Limited Partners to Admission of Successor or Additional General Partners	18
ARTICLE SEVEN		TRANSFER OF LIMITED PARTNERS' PARTNERSHIP UNITS; ADMISSION OF SUBSTITUTED LIMITED PARTNERS	18
	Section 7.1	Transfer of Partnership Units	18
	Section 7.2	Substituted Limited Partners	19
ARTICLE EIGHT    DISSOLUTION, LIQUIDATION AND TERMINATION OF THE PARTNERSHIP			20
	Section 8.1	Events Causing Dissolution	20
	Section 8.2	Liquidation	22
ARTICLE NINE    BOOKS AND RECORDS; ACCOUNTING; TAX ELECTIONS; ETC.			22
	Section 9.1	Books and Records	22
	Section 9.2	Accounting; Fiscal Year	23
	Section 9.3	Bank Accounts	23
	Section 9.4	Reports	23
	Section 9.5	Depreciation and Elections	23
	Section 9.6	Capital Accounts	24
ARTICLE TEN    AMENDMENTS			24
	Section 10.1	Proposal of Amendments Generally	24
	Section 10.2	Adoption of Amendments; Limitations Thereon	25
	Section 10.3	Amendments on Admission or Withdrawal of Partners	25
	Section 10.4	Copies of Amendments	26
ARTICLE ELEVEN    CONSENTS, VOTING AND MEETINGS			26
	Section 11.1	Method of Giving Consent	26
	Section 11.2	Meetings of Partners	26
	Section 11.3	Submissions to Limited Partners	27
ARTICLE TWELVE    MISCELLANEOUS PROVISIONS			27
	Section 12.1	Appointment of the General Partner as Attorney-in-Fact	27
	Section 12.2	Notification	28
	Section 12.3	Binding Provisions	28
	Section 12.4	Applicable Law	28
	Section 12.5	Counterparts	28
	Section 12.6	Separability of Provisions	28
	Section 12.7	Entire Agreement	28
	Section 12.8	Section Titles	28
	Section 12.9	Attorneys' Fees	28
Execution by General Partner and Limited Partners			29
EXHIBIT A    PARTNERSHIP CONTRIBUTIONS AND PARTNERSHIP UNITS			30

(ii)

SECOND AMENDED AND RESTATED
AGREEMENT OF LIMITED PARTNERSHIP
OF
A 3 THEATRES OF SAN ANTONIO, LTD.
(formerly A 3 Theatres of San Antonio, a Texas Limited Partnership)

THIS SECOND AMENDED AND RESTATED AGREEMENT OF LIMITED PARTNERSHIP is dated as of October 29, 1987, by and among A 3 THEATRES, INC., a Texas corporation, as General Partner, and the Limited Partners as hereafter defined.

WHEREAS, this Second Amended and Restated Agreement of Limited Partnership of A 3 Theatres of San Antonio, Ltd. amends and restates in its entirety the First Amended and Restated Agreement of Limited Partnership of A 3 Theatres of San Antonio, a Texas limited partnership, dated as of December 15, 1986;

WHEREAS, the parties hereto desire to provide for the governance of the Partnership and to set forth in detail their respective rights and duties relating to the Partnership;

NOW, THEREFORE, in consideration of the mutual promises and agreements made herein, the parties, intending to be legally bound, hereby agree as follows

ARTICLE ONE

DEFINED TERMS

        The defined terms used in this Agreement shall, unless the context otherwise requires, have the meanings specified in this Article One. The singular shall include the plural and the masculine gender shall include the feminine, the neuter and vice versa, as the context requires.

"Accountants" means Price Waterhouse, or such other firm of independent public accountants as shall be engaged from time to time by the General Partner for the Partnership.

"Act" means the Texas Revised Limited Partnership Act, as amended from time to time.

"Additional Acquisition" has the meaning given in Section 4.1A.

"Additional Limited Partner" means any Person admitted to the Partnership pursuant to Section 3.3 and shown as a Limited Partner on the books and records of the Partnership.

"Affiliate" means, when used with reference to a specified Person, (i) any Person that directly or indirectly through one or more intermediaries controls or is controlled by or is under common control with the specified Person, (ii) any Person that is an officer, partner or trustee of, or serves in a similar capacity with respect to, the specified Person or of which the specified Person is an officer, partner or trustee, or with respect to which the specified Person serves in a similar capacity, (iii) any Person that, directly or indirectly, is the beneficial owner of more than 50% of any class of equity securities of, or otherwise has a substantial beneficial interest in, the specified Person or of which the specified Person is directly or indirectly the owner of more than 50% of any class of equity securities or in which the specified Person has a substantial beneficial interest, or (iv) any relative or spouse of the specified Person.

"Agreement" means this Second Amended and Restated Agreement of Limited Partnership, as amended, modified, supplemented or restated from time to time, as the context requires.

"Asset Purchase Agreement" means that certain Asset Purchase Agreement dated December 15, 1986 by and among the Partnership, as the buyer, and Santikos Theatres, Inc., Videogames, Inc., Metro Distributing Company, Inc., Entertainment, Inc., and Mr. John Santikos, as the sellers.

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"Assumed Tax Rate" means the aggregate of the maximum federal and California state tax income rates at the time a distribution is declared as are applicable to corporations, provided, that federal tax rate shall be determined after taking into account the estimated benefit from a deduction from taxable income for state income tax applicable. The Assumed Tax Rate shall be the same for all Partners and the General Partner's good faith determination thereof shall be determinative.

"Available Cash From Operations" means, with respect to any period selected by the Partnership for accounting purposes, the excess of cash receipts of the Partnership (other than Capital Contributions or the proceeds of any loan or receipts arising from Sales, but including any interest received on purchase-money obligations accepted by the Partnership on any sale or other disposition of any assets of the Partnership) during such period over the sum of the following (i) the amount of cash (except cash withdrawn from reserves therefor) disbursed in such period in order to obtain cash receipts (other than Capital Contributions or the proceeds of any loan or receipts arising from Sales) including, but not limited to, the expenses of management of the Theatre Properties, insurance premiums, taxes, maintenance and repair, computer time-sharing, accounting, statistical or bookkeeping service, travel on Partnership business, and telephone expenses, (ii) payments of principal of and interest on loans to the Partnership and payments of fees and other amounts related thereto, (iii) the amount of cash (except cash withdrawn from reserves therefor) disbursed in such period for capital expenditures and related fees and expenses with respect to Partnership Theatre Property, (iv) the amount of cash (except cash withdrawn from reserves therefor) disbursed in such period to pay other costs and expenses incident to the ownership and operation of the Partnership Theatre Property or the operation and management of the Partnership, and (v) payments actually made or amounts actually allocated during such period to establish such reserves for the payment of Partnership costs and expenses as the General Partner in its reasonable discretion deems necessary or appropriate.

"Available Refinancing Proceeds" has the meaning given in Section 4.2A.

"Available Sale Proceeds" has the meaning given in Section 4.2A.

"Capital Accounts" shall mean the accounts established for each Partner in accordance with Section 9.6 hereof.

"Capital Contribution" means, at any specified time, the total amount of money contributed to the Partnership by all the Partners or any class of Partners or any one Partner, as the case may be (or the predecessor holders of the Partnership Units of such Partners or Partner).

"Certificate" means the Certificate of Limited Partnership as originally filed with the Secretary of State of the State of Texas pursuant to the Act on December 18, 1986, and as amended, modified, supplemented or restated from time to time, as the context requires.

"Code" means the Internal Revenue Code of 1986, as amended (or any corresponding provision of succeeding law).

"Consent" means the prior written consent of a Person, or the affirmative vote of such Person at a meeting called and held pursuant to Section 11.2, as the case may be, to do the act or thing for which the consent is solicited, or the act of granting such consent, as the context may require.

"Current Limited Partners" means the Persons executing this Agreement on the execution page hereof and signified thereon as Limited Partners.

"Distributable Cash From Operations" means, with respect to any period selected by the Partnership for accounting purposes, the excess of Available Cash from Operations for such period over amounts actually applied during such period to Additional Acquisitions.

"Distributable Refinancing Proceeds" has the meaning given in Section 4.2A.

"Distributable Sale Proceeds" has the meaning given in Section 4.2A.

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"EMV" means Entertainment-Media Venture Partners I, L.P. or any Affiliate thereof to whom its Partnership Units are transferred pursuant to Section 7.1 E.

"Financing" means any borrowings made or incurred to finance the Partnership's purchase of any specified Theatre Property or element thereof (other than borrowings constituting a Refinancing).

"General Partner" means A 3 Theatres, Inc., a Texas corporation, and/or any other Person that becomes a successor or additional General Partner of the Partnership as provided herein, in such Person's capacity as a General Partner of the Partnership.

"Incapacity" means, as to any Person, the bankruptcy, death, adjudication of incompetence or insanity, incapacity, disability or dissolution; provided, however, that the dissolution of a sole General Partner shall not be deemed to be an Incapacity if A 3 Theatres, Inc., or an Affiliate thereof, designates a successor General Partner which succeeds to the rights of the General Partner at the time of such dissolution pursuant to Section 6.1B.

"Limited Partner" means any Person who is a Limited Partner as shown on the books and records of the Partnership (whether a Current Limited Partner, an Additional Limited Partner, or a Substituted Limited Partner) at the time of reference thereto in such Person's capacity as a Limited Partner of the Partnership.

"Notification" means a writing, containing the information required by this Agreement to be communicated to any Person, sent as provided in Section 12.2.

"Partner" means any General Partner or Limited Partner.

"Partnership" means the limited partnership formed by and governed under and pursuant to this Agreement, as said limited partnership may from time to time be constituted.

"Partnership Unit" means the units into which the proprietary interests in the Partnership are divided, each Partnership Unit representing the same amount of proprietary interest as any other. Reference to a majority or a specified percentage in interest of the Limited Partners means Limited Partners whose combined Partnership Units represent over fifty percent (50%) or such specified percentage, respectively, of the Partnership Units of all Limited Partners.

"Partnership Theatre Property" means, (i) with respect to any specific Theatre Property acquired by the Partnership, including without limitation those Theatre Properties acquired by the Partnership pursuant to the Asset Purchase Agreement, such Theatre Property; (ii) with respect to any specific Theatre Property in which the Partnership acquires an interest, either the Partnership's aliquot share of such Theatre Property or such interest, as the context requires; and, (iii) with respect to any specific Theatre Property owned by another partnership, joint venture or other entity in which the Partnership owns a direct or indirect interest, either the Partnership's indirect aliquot share of such item of Theatre Property or the Partnership's interest in such other partnership, joint venture or other entity, as the context requires.

"Person" means any individual, corporation, partnership, trust, unincorporated organization or association, or other entity.

"Profits" and "Losses" means the Partnership's taxable income or loss determined in accordance with Section 703(a) of the Code (for this purpose, all items of income, gain, loss or deduction required to be separately stated pursuant to Section 703(a)(1) shall be included in taxable income or loss), with the following modifications: (i) gain or loss and depreciation with respect to the Partnership's property shall be computed by reference to the value of such property as set forth on the books of the Partnership in accordance with the principles of Section 1.704-1(b)(iv)(g) of the Treasury Regulations, notwithstanding that the adjusted tax basis of such property differs from its book value, and (ii) any

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items of income, gain, loss or deduction specially allocated to a Partner under Section 4.4 or Section 8.2B shall not be taken into account in computing Profits and Losses.

"Refinancing" means any borrowing incurred or made to recapitalize the Partnership's equity investment in, and/or to refinance any loan used to finance the purchase of or secured by, a specified Theatre property or element thereof.

"Sale" means any event or partnership transaction (other than receipt of Capital Contributions) not in the ordinary course of the Partnership's business, including, without limitation, (a) receipt of any installment of the outstanding principal amount of (but not interest on) purchase-money obligations accepted by the Partnership on any sale or other disposition of Partnership assets, (b) any taking, damage to or destruction of Theatre Property, or any part thereof, resulting in receipt by the Partnership of condemnation awards or insurance awards or insurance proceeds in excess of the amounts, if any, thereof applied to replacement, repair or restoration of such Theatre Property, and (c) receipt by the Partnership of any amounts remaining in any cash reserve provided pursuant to Section 4.2A(1) upon the satisfaction or discharge of the debts, obligations, contingencies or unforeseen liabilities for which such reserves have been created; provided, however, that (i) receipt by the Partnership of any amount derived from interest on investments (including on investment of any Capital Contributions or Partnership borrowings) or otherwise shall not be considered a Sale for the purpose of this Agreement and (ii) the receipt by the Partnership of any proceeds of a Financing or Refinancing shall not be considered a Sale for the purpose of this Agreement.

"Senior Credit Facility" means any loan, financing or credit facility provided to the Partnership by a Senior Lender.

"Senior Lender" means any lender(s) which may at any time provide financing to the Partnership in connection with the acquisition of Theatre Properties by the Partnership, and any lenders which may provide refinancing in respect of such financing or under any restructuring of such financing.

"Substituted Limited Partner" means any Person admitted to the Partnership as a Limited Partner pursuant to the provisions of section 7.2 and shown as a Limited Partner on the books and records of the Partnership.

"Tax Funding Distributions" means distributions made by the Partnership to its Partners on account of their interest as Partners in an amount equal to: (x) the amount of any taxable income allocable to such Partners for federal income tax purposes, times (y) the Assumed Tax Rate.

"Theatre Property" means all motion picture theatre property, video games and other property, real or personal, (including all property incidental or related to the operation of a motion picture theatre business, such as concessions) that the Partnership may acquire or in which the Partnership may acquire an interest through equity interest, debt participation, other securities holdings or other interest or which will be acquired by another partnership, joint venture or other entity in which the Partnership may become a partner or co-venturer or acquire a direct or indirect interest, and all improvements to and replacements and renewals of such property.

"Transfer Application" has the meaning given in Section 7.2.

"Wallace Employment Agreement" means the Employment Agreement by and between Scott Wallace and the Partnership dated approximately as of the date of the closing of the transactions contemplated by the Asset Purchase Agreement.

"Warrant" means the Warrant issued to Citicorp for the purchase of 53 Partnership Units as Limited Partner, subject to adjustment to such number of Partnership Units as provided therein.

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ARTICLE TWO

FORMATION; NAME, PLACE OF BUSINESS AND OFFICE;
PURPOSE; TERM

Section 2.1Formation

        The Partners do hereby acknowledge and affirm the formation of the Partnership as a limited partnership pursuant to the Act. The rights and liabilities of the Partners shall be as provided for in the Act if not expressly provided for in this Agreement.

Section 2.2Names, Offices and Agent

        The name of the limited partnership formed hereby is A 3 Theatres of San Antonio, Ltd. The registered office of the Partnership in the State of Texas shall be at such place as the General Partner may designate from time to time. The registered agent for service of process on the Partnership in the State of Texas or any other jurisdiction shall be such person or persons as the General Partner may designate from time to time. The principal office of the Partnership in the United States shall be at such place as the General Partner may designate from time to time, which need not be in the State of Texas, and the Partnership shall maintain records there as required by Section 1.07 of the Act and shall keep the street address of such principal office at the registered office of the Partnership in the State of Texas. The Partnership may have such other offices as the General Partner may designate from time to time.

Section 2.3Purpose

        The purpose and character of the business of the Partnership is to acquire, finance, refinance, hold, develop, improve, maintain, operate, lease, sell, exchange, dispose of and otherwise invest in and deal with Theatre Property in Bexar County or Travis County, Texas or any contiguous county and direct and indirect interests therein and to exercise all such powers as are necessary or incidental in connection with the foregoing. The Partnership initially has acquired those Theatre Properties described in the Asset Purchase Agreement, and may in the future, in the discretion of the General Partner, acquire additional Theatre Properties with cash contributed by Partners, with the proceeds of any Financing, Refinancing, Available Cash From Operations, Available Sale Proceeds and/or Available Refinancing Proceeds, all in accordance with the terms of this Agreement.

Section 2.4Term

        The Partnership shall continue in full force and effect until December 31, 2016, or until dissolution prior thereto pursuant to the provisions hereof.

Section 2.5Adoption of Act

        Pursuant to Section 13.02 of the Act, the Partnership hereby elects to adopt the Act effective on the date the Amended and Restated Certificate of Limited Partnership of the Partnership is filed with the Secretary of State of Texas as described in Section 2.6 hereof.

Section 2.6Filing of Certificate

        As soon as practicable following the execution hereof, the General Partner shall cause the Certificate of Limited Partnership to be amended and shall cause such Amended and Restated Certificate to be filed in the office of the Texas Secretary of State as required by Section 13.02 of the Act which Amended and Restated Certificate shall include the information required by the Act and such other information as the General Partner may deem appropriate. The General Partner shall cause such Certificate to be further amended and cause any such amendments to be filed at such times and in such places as are or shall be required by the Act.

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ARTICLE THREE

PARTNERS AND CAPITAL

Section 3.1General Partner

        The address, Capital Contribution, and Partnership Units of the General Partner is set forth on Exhibit A hereto. In the event that the number of Partnership Units held by the General Partner as General Partner at any time shall be less than one percent (1%) of the total number of outstanding Partnership Units and in the event that the General Partner also holds Partnership Units as a Limited Partner, there shall be automatically converted such number of the General Partner's Limited Partner Partnership Units into General Partner Partnership Units so that after such conversion the number of Partnership Units held by the General Partner as a General Partner shall not be less than one percent (1%) of the total number of Partnership Units then outstanding. If, and to the extent that after the foregoing conversion, the General Partner shall still not hold Partnership Units equal to at least one percent (1%) of the total Partnership Units outstanding, the General Partner shall contribute cash to the capital of the Partnership to bring the number of its General Partner Units up to one percent (1%) of the total Partnership Units outstanding (such additional Capital Contribution being made at the same price per Partnership Unit as the General Partner paid for its initial General Partner Partnership Units). Except as set forth in the previous sentence the General Partner, as such, shall not make any additional Capital Contribution to the Partnership.

Section 3.2Current Limited Partners

        The addresses, Capital Contributions, and initial Partnership Interests of the Current Limited Partners are set forth on Exhibit A hereto.

Section 3.3Additional Limited Partners

        A.    The General Partner is authorized to admit Additional Limited Partners to the Partnership and issue Partnership Units thereto at such times and on such terms as the General Partner shall determine in its discretion. The General Partner is also hereby expressly authorized to cause the Partnership to issue to one or more subordinated lenders a Warrant as the General Partner in its discretion determines to be necessary or appropriate in connection with the acquisition of the Theatre Properties and in connection with any financing or refinancing of the Partnership by way of indebtedness. Upon exercise of the Warrant and payment to the Partnership of the exercise price set forth therein, the General Partner shall admit the holder(s) so exercising the Warrant to the Partnership as an Additional Limited Partner(s).

        B.    Notwithstanding paragraph A of this Section 3.3, no sale or issuance of additional Partnership Units to Additional Limited Partners shall be made by the Partnership (other than those pursuant to the exercise of the Warrant) unless the Partnership shall have first offered, by written notice to each Limited Partner and holder of any outstanding Warrant at the time of such offer, the right to purchase a portion of such additional Limited Partners' Partnership Units at the same price and on the same terms and conditions as are available to any third party pursuant to such proposed sale or issuance. Unless a Limited Partner or Warrantholder has exercised the rights hereunder to purchase additional Limited Partners' Partnership Units within 30 days of written notice being given to it by the Partnership pursuant to the preceding sentence, such rights shall be extinguished as to such sale or issuance. Each Limited Partner and each Warrantholder shall be entitled to purchase that proportion of the total Limited Partners' Partnership Units being offered by the Partnership as the number of its outstanding Partnership Units bears to the total number of outstanding Partnership Units held by all Limited Partners and Warrantholders who have elected to purchase under this paragraph B. For all purposes of the the foregoing sentence, all Partnership Units which may then be acquired by the Warrantholder pursuant to an exercise of the Warrant shall be deemed to be "outstanding Partnership Units". No Limited Partner or Warrantholder shall be entitled to purchase any additional Limited Partners'

6

Partnership Units except as provided in this paragraph B. The rights of Limited Partners and Warrantholders hereunder shall apply with respect to each proposed sale or issuance of Limited Partners' Partnership Units by the Partnership, from time to time.

        C.    The names, addresses, Capital Contributions and Partnership Units of the Additional Limited Partners shall be set forth in the books and records of the Partnership.

        D.    No Limited Partner shall be required to make any additional Capital Contribution to the Partnership.

        Section 3.4    Partnership Capital

        A.    No Partner shall be paid interest on any Capital Contribution to the Partnership or on such Partner's Capital Account, notwithstanding any disproportion therein as between Partners.

        B.    The Partnership shall not redeem or repurchase any Partner's Partnership Units, and no Partner shall have the right to withdraw from the Partnership, except as provided in Section 6.1, or to receive any return of any Capital Contribution.

        Section 3.5    Liability of Partners

        A.    Subject to the provisions of Section 3.5B, no Limited Partner shall have any personal liability whatever in his capacity as a Limited Partner, whether to the Partnership, to any of the Partners or to the creditors of the Partnership, for the debts, liabilities, contracts or any other obligations of the Partnership or for any losses of the Partnership. A Limited Partner shall be liable only to make his Capital Contribution and shall not be required to lend any funds to the Partnership or, after his Capital Contribution shall have been paid, subject to the provisions of Section 3.5B, to make any further capital contributions to the Partnership or to repay to the Partnership, any Partner, or any creditor of the Partnership all or any portion of any negative amount of such Limited Partner's Capital Account.

        B.    In accordance with state law, a limited partner of a partnership may, under certain circumstances, be required to return to the partnership, for the benefit of partnership creditors, amounts previously returned or distributed to such partner as a return of capital and distributions to such limited partner. It is the intent of the parties to this Agreement that the provisions hereof shall be interpreted to the extent possible to limit the liability of the Limited Partners as set forth in Section 3.5A. However, if any court of competent jurisdiction holds that, notwithstanding the provisions of this Agreement, any Limited Partner is obligated to return any amounts to the Partnership, such obligation shall be the obligation of such Limited Partner and not of the General Partner.

        C.    Neither the General Partner nor any of its Affiliates shall have any personal liability for the return or repayment of the Capital Contribution of any Limited Partner or to repay to the Partnership any portion or all of any negative amount of the General Partner's Capital Account, except as otherwise provided by law.

        Section 3.6    General Partner as Limited Partner

        The General Partner may also be a Limited Partner to the extent that it purchases or becomes a transferee of all or any part of the Partnership Units of a Limited Partner, and to such extent shall be treated in all respects as a Limited Partner.

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ARTICLE FOUR

DISTRIBUTIONS OF CASH;
ALLOCATIONS OF PROFITS AND LOSSES

        Section 4.1    Distributions of Distributable Cash From Operations

        A.    The General Partner shall have the right to cause the Partnership to invest or reinvest Available Cash From Operations, in (i) temporary, liquid investments of the type described in Section 9.3, and (ii) Theatre Properties located within Bexar County or Travis County, Texas or any contiguous county. Theatre Properties acquired pursuant to this Section 4.1A, together with additional Theatre Properties acquired with Available Sale Proceeds or Available Refinancing Proceeds pursuant to the second paragraph of Section 4.2A, are referred to as "Additional Acquisitions."

        B.    All Distributable Cash From Operations shall be distributed to the Partners at such time or times as the General Partner shall determine in its discretion. To the extent not inconsistent with the Partnership's Senior Credit Facility, the General Partner shall make good faith efforts to make Tax Funding Distributions out of Distributable Cash From Operations; all Distributable Cash From Operations distributed by the General Partner, including Tax Funding Distributions, shall be made pro rata to each Partner in proportion to its respective share of the total outstanding Partnership Units; provided, however, that any distribution under this subsection B shall be subject to the provisions of Section 4.5.

        Section 4.2    Distributions of Proceeds Arising from a Refinancing or Sale

        A.    All cash receipts of the Partnership arising from a Refinancing or Sale shall, as soon as practicable after the occurrence of such Refinancing or Sale, be applied, in the priority set forth, as follows:

        (1)  first, in the priority provided by law or any applicable agreement or undertaking of the Partnership, to

        (a)  payment, to the extent applicable, of all amounts required to be disbursed in connection with such Refinancing or Sale;

        (b)  payment of all debts and obligations of the Partnership thereon due, related to the particular Refinancing or Sale (including, in the case of any Refinancing of existing Partnership borrowings, repayment of the principal of, and premium, if any, and interest on, such existing borrowings);

        (c)  in the case of any Refinancing or Sale made, in whole or in part, in order to provide funds to improve, modify or repair any Theatre Property, to the payment of the costs or expenses of such improvement, modification or repair;

        (d)  creation of reasonable cash reserves considered necessary or appropriate in the discretion of the General Partner to provide for payment of and to pay any of the items described in clauses (i) through (iv) of the definition of "Available Cash From Operations"; and

        (e)  payment of all other debts and obligations of the Partnership then due, other than to any Partner; and

        (2)  second, to payment of all debts and obligations of the Partnership to any Partners, prorated if such remaining amounts are not sufficient to pay all such debts and obligations.

The amount of cash receipts remaining after the foregoing applications is, in this Agreement, called "Available Refinancing Proceeds" or "Available Sale Proceeds", as the case may be.

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        The General Partner shall have the right to cause the Partnership to invest or reinvest Available Sale Proceeds or Available Refinancing Proceeds in (i) temporary, liquid investments of the type described in Section 9.3 and (ii) "Additional Acquisitions" of Theatre Properties as defined in Section 4.1.A.

        The amount of Available Refinancing Proceeds or Available Sale Proceeds remaining after any applications permitted by the foregoing subparagraphs is, in this Agreement, called "Distributable Refinancing Proceeds" or "Distributable Sale Proceeds", as the case may be.

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        B.    Distributable Refinancing Proceeds from any Refinancing or Distributable Sale Proceeds from any Sale, as the case may be, shall be distributed to the Partners at such time or times as the General Partner shall determine in its discretion. To the extent not inconsistent with the Partnership's Senior Credit Facility, the General Partner shall make good faith efforts to make Tax Funding Distributions out of Distributable Refinancing Proceeds and Distributable Sale Proceeds; all Distributable Refinancing Proceeds and Distributable Sales Proceeds distributed by the General Partner, including Tax Funding Distributions, shall be made pro rata to each Partner in proportion to its respective share of the total outstanding Partnership Units; provided, however, that any distribution under this subsection B shall be subject to the provisions of Section 4.5.

        Section 4.3    Allocations of Profits and Losses

        A.    The Profits and Losses of the Partnership, whether from operations or Sale, shall be determined in accordance with the accrual method of accounting, and allocated with respect to each fiscal year of the Partnership as of the end of, and as soon as practicable after the end of, the year.

        B.    Subject to Section 4.3 C, all Profits and Losses for each taxable year of the Partnership shall be allocated to the Partners, pro rata in proportion to their respective Partnership Units.

        C.    If and to the extent an allocation of Losses to a Partner would create or increase a deficit in such Partner's Capital Account in excess of such Partner's proportionate share of the Partnership's Minimum Gain (as defined in Section 4.4A), such Losses shall instead be reallocated (i) first, to the other Partners with positive Capital Account balances (in proportion to such positive balances) until such balances are reduced to zero, and (ii) thereafter, 100% to the General Partner. If the General Partner is allocated any Losses under (ii) above, subsequent Profits of the Partnership shall first be allocated to the General Partner until such Losses have been offset.

        D.    Upon the admission of an Additional Limited Partner or upon the transfer or termination of all or part of a Partner's Partnership Units, allocation of Profits and Losses shall be made so as to take into account the varying interests of the Partners in the Partnership during the taxable year in accordance with whatever reasonable, consistently applied method the General Partner may choose to implement the provisions of Section 706 of the Code.

        E.    The allocation method set forth in this Section 4.3 and Section 4.4 are intended to allocate Profits and Losses to the Partners for federal income tax purposes in accordance with their economic interest in the Partnership while complying with the requirements of Section 704(b) of the Internal Revenue Code of 1986, as amended and any final Treasury Regulations promulgated thereunder. Therefore, if the Partnership is advised by legal counsel or its accountants that the allocation provisions of this Agreement are unlikely to be respected for federal income tax purposes, the General Partner shall have the right to amend this Agreement without action by the Partners to the minimum extent necessary to correct such defect, provided that no Partner is materially and adversely affected thereby.

        Section 4.4    Special Allocations: Items of Income or Gain

        A.    Notwithstanding anything else contained in Section 4.3 above:

        (1)  If there is a net decrease in the Minimum Gain of the Partnership during a taxable year, all Partners with deficit Capital Account balances at the end of such year (adjusted hypothetically as provided for in Sections 1.704-1(b)(4)(iv)(e) of the Treasury Regulations), shall be allocated, before any other allocation, items of income or gain for such year (and, if necessary, subsequent years) in the amount and in the proportions needed to eliminate such deficits as quickly as possible. The Partners intend that the provisions set forth in this Section 4.4A will constitute a "minimum gain chargeback" as described in Section 1.704-1(b)(4)(iv)(e) of the Treasury Regulations. The regulations shall control in the event of a conflict between the regulations and this clause. The allocations required by this Section 4.4A shall be made before any other

10

allocations for the year and the particular item of income and gain to be allocated hereunder shall be in the order of priority set forth in Section 1.704-1(b)(4)(iv)(e) of the Treasury Regulations. If allocations to more than one Partner are to be made under this provision, the allocation shall be made in proportion to the ratio of the deficit balances in the Partners' Capital Accounts. As used herein, the term "Minimum Gain" means the minimum gain that would be recognized by the Partnership if the non-recourse debt of the Partnership were foreclosed upon and various assets securing such debt were transferred to the creditors in satisfaction thereof.

        (2)  If any Partner unexpectedly receives an adjustment, allocation or distribution described in subparagraphs (4), (5) or (6) of Section 1.704-1(b)(2)(ii)(d) of the Treasury Regulations which creates or increases a deficit balance in that Partner's Capital Account (adjusted hypothetically as provided for in Sections 1.704-1(b)(2)(ii)(d) and 1.704-1(b)(4)(iv)(e) of the Treasury Regulations), such Partner shall be allocated items of income and gain in an amount and manner sufficient to eliminate or to reduce the deficit balance in that Partner's Capital Account so created or increased as quickly as possible. Allocations under this subparagraph (e)(ii) shall be comprised of a pro rata portion of each item of Partnership income (including gross income) and gain for the year; however, items of income and gain allocated under subparagraph (e)(i) above shall be excluded from the operation of this subparagraph (e)(ii). The Partners intend that the provisions set forth in this subparagraph (e)(ii) will constitute a "qualified income offset" as described in Section 1.704-1(b)(2)(ii)(d) of the Treasury Regulations. The regulation shall control in the case of any conflict between those regulations and this subparagraph (e) (ii).

        B.    To the extent the Partnership has an imputed interest deduction with respect to any loan from a Partner pursuant to Section 483, Section 7872, or Sections 1271 through 1288 of the Code, such imputed interest deduction shall be specially allocated to the Partner making the loan, and such Partner shall also be credited with a corresponding capital contribution for the amount of the imputed interest to which such deduction relates.

        C.    To the extent the Partnership has imputed interest income with respect to any loan to a Partner pursuant to Sections 483, 7872 or 1271 through 1288 of the Code, such imputed interest income shall be specially allocated to the Partner to whom such loan was made, and such Partner's Capital Account shall also be debited with a corresponding distribution for the amount of the imputed interest to which such income relates.

        D.    In accordance with Section 704(c) of the Code and Section 1.704-1(b)(4)(i) of the Treasury Regulations, all income, gain, loss and deduction with respect to any property which is reflected on the books of the Partnership at a value that differs from its adjusted tax basis shall, solely for tax purposes, be allocated among the Partners so as to take account of any variation between the adjusted tax basis of such property and its book value to the Partnership. Allocations under this Section 4.4D are solely for tax purposes. Accordingly, no adjustments to a Partner's Capital Account or share of Profits, Losses or distributions shall be made as a result of such allocations.

        Section 4.5    Determination of Distributions and Allocations Among Partners

        A.    All Distributable Cash From Operations distributed to the Partners shall be distributed to the Persons who are Partners on the day such distribution is made.

        B.    All Distributable Refinancing Proceeds or Distributable Sale Proceeds arising from a Refinancing or Sale shall be distributed, and all Profits and Losses arising from a Sale shall be allocated, to the Persons who were Partners as of the date of such Refinancing or Sale.

        C.    The Partnership shall withhold from any distribution such amounts as are required by the laws of any taxing jurisdiction. Such withheld amounts shall be treated as amounts distributed to the respective Partners on whose account the withholding was imposed for all purposes of this Agreement.

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        Section 4.6    Notice of Distributions to Warrantholders

        Notwithstanding any provision herein to the contrary, so long as any Warrant remains outstanding, the Partnership shall not establish any record date for distributions or make any distributions to its Partners of Distributable Cash From Operations, Distributable Refinancing Proceeds or Distributable Sale Proceeds or distributions in dissolution and liquidation unless it shall have first given each holder of record of any outstanding Warrant at least 60 days' written notice of its intention to do so in order to afford such Warrantholder the opportunity to exercise its Warrant within such 60 day period. Notwithstanding the foregoing sentence, nothing herein shall require the Partnership to give notice to any holder of an outstanding Warrant of its intention to make distributions of, or establish a record date for distributions of, Tax Funding Distributions.

ARTICLE FIVE

RIGHTS, POWERS AND DUTIES OF THE GENERAL PARTNER

Section 5.1Management and Control of the Partnership

        A.    Subject to the Consent of the Limited Partners where required by this Agreement, the General Partner, within the authority granted to it under and in accordance with the provisions of this Agreement, shall have the full and exclusive right to manage and_. control the business and affairs of the Partnership and to make all decisions regarding the business of the Partnership and shall have all of the rights, powers and obligations of a general partner of a limited partnership under the laws of the State of Texas.

        B.    No Limited Partner shall participate in the management of or have any control over the Partnership's business nor shall any Limited Partner have the power to represent, act for, sign for or bind the General Partner or the Partnership. The Limited Partners hereby Consent to the exercise by the General Partner of the powers conferred on it by this Agreement.

Section 5.2Authority of the General Partner

        A.    In addition to any other rights and powers that the General Partner may possess under this Agreement and the Act, the General Partner shall, except to the extent otherwise provided herein, have all specific rights and powers required or appropriate to its management of the Partnership business which, by way of illustration but not by way of limitation, may include the following rights and powers:

        (1)  to cause the Partnership to execute, deliver and perform each of the agreements and obligations to be performed by the Partnership pursuant to the Asset Purchase Agreement and any additional agreements or other documents or instruments contemplated thereby, including without limitation any loan agreements, mortgage, security or other agreements, documents or instruments (including without limitation the Warrant) in connection with the Financing for the acquisition of the Theatre Properties pursuant to the Asset Purchase Agreement;

        (2)  to acquire, hold, improve, maintain, operate, lease, finance, encumber, manage, sell, dispose of and otherwise deal with and invest in Theatre Properties (including Theatre Properties to be acquired pursuant to the Asset Purchase Agreement, Theatre Properties which may be acquired in Additional Acquisitions and other Theatre Properties which the General Partner in its discretion may cause the Partnership to acquire with cash contributed by Partners, with the proceeds of any Financing, Available Cash From Operations, Available Sale Proceeds and/or Available Refinancing Proceeds), or direct or indirect interests therein, or interests in any joint venture, partnership or other entity which owns or holds any particular item of Theatre Property;

        (3)  to acquire by purchase or otherwise, and to hold, improve, maintain, operate, finance, encumber, lease, sell, dispose of and otherwise deal with and invest in, any real or personal

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property which may be necessary or incidental to the ownership, holding, financing, use, operation, sale or disposition of the Theatre Properties or direct or indirect interests therein;

        (4)  to execute any and all agreements, contracts, documents, certifications (including any certificates of limited partnership) and instruments and make regulatory filings necessary or convenient in connection with the development, management, maintenance and operation of the Theatre Properties or the Partnership, including the employment of itself or such Persons, which may include Affiliates of the General Partner, as may be necessary therefor;

        (5)  to borrow money and issue evidences of indebtedness, in furtherance of any or all of the purposes of the Partnership, and to secure the same by mortgage, pledge or other lien on the Theatre Properties or any other assets of the Partnership, and to refinance and/or repay, in whole or in part, any such borrowings or security;

        (6)  to execute, in furtherance of any or all of the purposes of the Partnership, any deed, lease, security agreement, mortgage, chattel mortgage, secured note, financing statement, bill of sale, contract or other instrument purporting to convey or encumber the personal or real property of the Partnership;

        (7)  to protect and preserve the title and interest of the Partnership with respect to the assets at any time owned or acquired by the Partnership;

        (8)  to collect all amounts due to the Partnership, and otherwise to enforce all rights of the Partnership, including all such rights inuring to the benefit of the Partnership under any lease of its assets, and in that connection to retain counsel and institute such suits or proceedings, in the name and on behalf of the Partnership, or, if the General Partner and the Partners agree, in the name of the Partners;

        (9)  to designate and appoint one or more agents for the Partnership who shall have such authority as may be conferred upon them by the General Partner, and who may perform any of the duties, and exercise any of the powers and authority conferred upon the General Partner hereunder, including, but not limited to, designation of one or more agents as authorized signatories on any bank accounts maintained by the Partnership;

        (10) to establish and maintain one or more bank accounts for the Partnership in such bank or banks as the General Partner may, from time to time, designate as depositaries of the funds of the Partnership;

        (11) to the extent that funds of the Partnership are available, to pay all debts and obligations of the Partnership;

        (12) to the extent that funds of the Partnership are available, to make distributions to the Partners in accordance with the provisions of this Agreement;

        (13) to perform all normal business functions, and otherwise operate and manage the business affairs of the Partnership, in accordance with and as limited by this Agreement;

        (14) to deal with, or otherwise engage in business with, or lease assets or provide services to, and receive compensation therefor from, any person who has in the past dealt or engaged in business with the General Partner or any of its Affiliates (whether as lender, supplier, agent, lessee, purchaser or otherwise) or may in the future have such dealings or do such business with the General Partner or any of its Affiliates;

        (15) to perform all duties imposed on a "tax matters partner" of the Partnership by Section 6221 through 6232 of the Code, including (but not limited to) the following (a) the power to conduct all audits and other administrative proceedings (including windfall profit tax audits) with respect to Partnership tax items; (b) the power to extend the statute of limitations for all

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Partners with respect to Partnership tax items; (c) the power to file a petition with an appropriate federal court for review of a final Partnership administrative adjustment; and (d) the power to enter into a settlement with the Internal Revenue Service on behalf of, and binding upon, those Limited Partners having less than a one percent (1%) interest in the Profits of the Partnership unless a Limited Partner notifies the Internal Revenue Service and the General Partner that the General Partner may not act on such Limited Partner's behalf; and

        (16) to engage in any kind of activity and to perform and carry out contracts of any kind necessary to, or in connection with or convenient or incidental to, the accomplishment of the purposes of the Partnership, so long as said activities and contracts may be lawfully carried on or performed by a partnership under the laws of the State of Texas and any other applicable law.

        B.    Any Person dealing with the Partnership or the General Partner may rely upon a certificate signed by the General Partner, thereunto duly authorized, as to

        (1)  the identity of the General Partner or any Limited Partner;

        (2)  the existence or non-existence of any fact or facts which constitute conditions precedent to acts by the General Partner or in any other manner germane to the affairs of the Partnership;

        (3)  the Persons who are authorized to execute and deliver any instrument or document of the Partnership; or

        (4)  any act or failure to act by the Partnership or as to any other matter whatsoever involving the Partnership or any Partner.

Section 5.3Restrictions on the Authority of the General Partner

        A.    Without the Consent of all the Limited Partners, but subject to the provisions of Section 11.3, the General Partner shall not have the authority to:

        (1)  do any act in contravention of this Agreement;

        (2)  do any act that would make it impossible to carry on ordinary business of the Partnership;

        (3)  admit a Person as a General Partner, except as provided in this Agreement;

        (4)  admit a Person as Limited Partner, except as provided in this Agreement;

        (5)  knowingly perform any act that would subject any Limited Partner to liability as a general partner in any jurisdiction;

        (6)  deal or engage in transactions with, or lease or provide services to, or obtain services from, the General Partner or any of its Affiliates (whether as lender, supplier, agent, lessee, lessor, purchaser or otherwise) except on terms and conditions standard or generally prevailing in the business in which the Partnership engages; or

        (7)  grant or issue any gross or net participation interests or interests of an equity nature to any Person, save and except to Scott Wallace pursuant to the Wallace Employment Agreement, provided, that nothing herein shall preclude the payment of incentive compensation to employees as are customary in the industry and not excessive in amount, such as those pursuant to the Partnership's Bexar County Management Incentive Compensation Plan and Non-Bexar County Management Incentive Compensation Plan, as such plans may be amended from time to time.

        B.    Without the Consent of a majority in interest of the Limited Partners, but subject to the provisions of Section 11.3, the General Partner shall not have the authority to sell, abandon or otherwise dispose of at any one time all or substantially all the assets of the Partnership except for a liquidation sale of a final Theatre Property or Theatre Properties remaining as a result of the sale of Theatre Properties in the ordinary course of business.

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Section 5.4Duties and Obligations of General Partner

        A.    The General Partner shall take all action that may be necessary or appropriate for the continuation of the Partnership's valid existence as a limited partnership under the laws of the State of Texas (and each other jurisdiction in which such existence is necessary to protect the limited liability of the Limited Partners or to enable the Partnership to conduct the business in which it is engaged) and for the acquisition, management, maintenance and operation of the Partnership Theatre Property in accordance with the provisions of this Agreement and applicable laws and regulations.

        B.    The General Partner shall devote to the Partnership such time as the General Partner shall deem to be necessary to conduct the Partnership business and affairs in a appropriate manner.

        C.    The General Partner shall be under a fiduciary duty and obligation to conduct the affairs of the Partnership in the best interests of the Partnership, including the safekeeping and use of all Partnership funds and assets (whether or not in the immediate possession or control of the General Partner) and the use thereof for the benefit of the Partnership.

        D.    The General Partner shall use its best efforts to prepare or cause to be prepared and to file on or before the due date (or any extension thereof) any Federal, State or local tax returns required to be filed by the Partnership. The General Partner shall cause the Partnership to pay any taxes payable by the Partnership (it being understood that the expenses of preparation and filing of such tax returns, and the amounts of such taxes, are expenses of the Partnership and not of the General Partner); provided, however, that the General Partner shall not be required to cause the Partnership to pay any tax so long as the General Partner or the Partnership is in good faith and by appropriate legal proceedings contesting the validity, applicability or amount thereof and such contest does not materially endanger any right or interest of the Partnership.

        E.    The General Partner shall use its best efforts to cause the Partnership to be formed, reformed, qualified to do business, or registered under any applicable assumed or fictitious name statute or similar law in any state in which the Partnership then owns Theatre Property or transacts business, if such formation, reformation, qualification or registration is necessary in order to protect the limited liability of the Limited Partners or to permit the Partnership lawfully to own property or transact business.

        F.    The General Partner shall, from time to time, prepare and file any amendment to the Certificate or this Agreement and other similar documents that are required by law to be filed and recorded for any reason, in such office or offices as are required under the laws of the State or any other state in which the Partnership is then formed or qualified. The General Partner shall promptly register the Partnership under any assumed or fictitious name statute or similar law in force and effect in each state in which the Partnership is then formed or qualified. The General Partner shall do all other acts and things (including making publication or periodic filings of the Certificate or this Agreement or other similar documents, or amendments thereto) that may now or hereafter be required, or deemed by the General Partner to be necessary, (1) for the perfection and continued maintenance of the Partnership as a limited partnership under the laws of the State and each other state in which the Partnership is then formed, (2) to protect the limited liability of the Limited Partners as limited partners under the laws of the State and each other state in which the Partnership is then formed or qualified and (3) to cause the books and records of the Partnership, and if required by law, to cause the Certificate and this Agreement to reflect accurately the agreement of the Partners, the identity of the Limited Partners and the General Partner and the amounts of their respective Capital Contributions.

        G.    In the case of any vote, Consent or other action by the Limited Partners hereunder which shall become binding upon the General Partner, the General Partner, in acting on behalf of the Partnership in the Partnership's capacity as a partner in any partnership, joint venture or other entity

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which may own or hold any particular item of Theatre Property, shall, to the extent permitted by the partnership agreement relating to such partnership or joint venture, take corresponding or identical action or cause an Affiliate of the General Partner in its capacity as a partner of such partnership or joint venture to take such action, pursuant to the terms of the partnership agreement relating to such partnership or joint venture and, in general, shall not act on behalf of the Partnership in such capacity in a manner inconsistent with any such vote, Consent or other action pursuant to this Agreement.

        H.    The General Partner shall use its best efforts to assure that the Partnership shall not be deemed an investment company as such term is defined in the Investment Company Act of 1940.

        I.    The General Partner shall use its best efforts to obtain provisions in any future Senior Credit Facility permitting Tax Funding Distributions on terms comparable or better to those contained in the Partnership's Senior Credit Facility as in effect as of the date hereof with Citicorp Industrial Credit, Inc.

Section 5.5Compensation of the General Partner

        The General Partner shall not, either in its capacity as General Partner or in its individual capacity, receive any salary, fees, commissions, profits, distributions, or other compensation, except as provided or permitted by this Agreement.

Section 5.6Other Businesses of Partners

        Any Partner and any Affiliate of any Partner may engage in or possess an interest in other business ventures of any kind, nature or description, independently or with others, including, but not limited to, the acquisition, financing, construction, development, ownership, leasing, operation, management, syndication and brokerage of Theatre Properties, for their own account or for the account of others. Nothing in this Agreement shall be deemed to prohibit the General Partner or any Affiliate of the General Partner from dealing, or otherwise engaging in business, with persons transacting business with the Partnership or from providing services relating to the purchase, sale, financing, management or operation of theatre business or properties and receiving compensation therefor. Neither the Partnership nor any Partner shall have any rights or obligations by virtue of this Agreement or the partnership relationship created hereby in or to such independent ventures or the income or profits or losses derived therefrom, and the pursuit of such ventures, even if competitive with the business of the Partnership, shall not be deemed wrongful or improper.

Section 5.7Indemnification of the General Partner and Its Affiliates

        To the fullest extent permitted by law (including as permitted by, but subject to the restrictions and procedures of, Article 11 of the Act), neither the General Partner nor any of its Affiliates shall be liable, responsible or accountable in damages or otherwise to the Partnership or any Limited Partner for any loss or damage incurred by reason of any act or omission, including any negligent act or omission, performed or omitted by the General Partner or such Affiliate in good faith either on behalf of the Partnership or in furtherance of the interests of the Partnership and in a manner reasonably believed by it to be within the scope of the authority granted to it by this Agreement or by law or by the Consent of the Limited Partners in accordance with the provisions of this Agreement, provided that the General Partner or such Affiliate was not guilty of gross negligence, willful and wanton misconduct or any other breach of fiduciary duty with respect to such act or omission. To the fullest extent permitted by law, the Partnership shall indemnify and hold harmless any Person who was or is a party or is threatened to be made a party to any threatened, pending or completed action, suit or proceeding, whether civil, criminal, administrative or investigative (including any action by or in the right of the Partnership), by reason of any act or omission or alleged act or omission arising out of such Person's activities as a General Partner or as an officer, director, shareholder or Affiliate of the General Partner if such activities were performed in good faith either on behalf of the Partnership or in furtherance of the interests of the Partnership, and in a manner reasonably believed by such Person to be within the

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scope of the authority conferred by this Agreement or by law or by the Consent of the Limited Partners in accordance with the provisions of this Agreement, against losses, damages, or expenses for which such Person has not otherwise been reimbursed (including attorneys' fees, judgments, fines and amounts paid in settlement) actually and reasonably incurred by such Person in connection with such action, suit or proceeding, so long as such Person was not guilty of gross negligence, willful and wanton misconduct or any other breach of fiduciary duty with respect to such acts or omissions; provided that the satisfaction of any indemnification and any holding harmless shall be from and limited to Partnership assets and no Partner shall have any personal liability on account thereof.

ARTICLE SIX

TRANSFERABILITY OF GENERAL PARTNER'S PARTNERSHIP UNITS

Section 6.1Admission of Successor or Additional General Partner

        A.    With the Consent of a majority in interest of the Limited Partners, the General Partner may, in addition to substitutions permitted by Section 6.1B and subject to the provisions of Section 6.5, at any time, designate one or more Persons not then Affiliates of the General Partner to be successor or additional General Partners with such participation in the General Partner's Partnership Units as the General Partner and such successor or additional General Partners may agree upon. In addition, the General Partner may designate one or more of its Affiliates (including any limited partnership of which the General Partner or one of its Affiliates is a general partner) to be successor or additional General Partners with such participation in the General Partner's Partnership Units as the General Partner and such successor or additional General Partners may agree upon, and each Limited Partner hereby Consents to the admission of such Affiliates as additional or successor General Partners, and no further Consent or approval shall be required. In addition, the General Partner may assign or grant a security interest in its Partnership Units to any Senior Lender without any consent on the part of the Limited Partners. In the event that the General Partner grants a security interest in its Partnership Units to any Senior Lender, and in the event that such Senior Lender shall foreclose upon such Partnership Units, or sell such Partnership Units under power of sale (statutory or contractual) or in lieu of foreclosure (such security interest, foreclosure or sale, being a "transfer"), then no transfer of such Partnership Units to any successor shall require any Consent on the part of the Limited Partners and, further, such successor of the General Partner's Partnership Units may be designated as a successor General Partner and each Limited Partner hereby Consents to the admission of such successor as a successor General Partner, and no further Consent or approval shall be required. Each such designee so Consented to by the Limited Partners shall become a successor or additional General Partner upon complying with the provisions of Section 10.3.

        B.    Except as part of a transfer to a successor or additional General Partner pursuant to Section 6.1A, the General Partner shall not have the right to resign or to transfer or assign its Partnership Units, except that the General Partner may substitute in its stead as General Partner any entity which has, by merger, consolidation or otherwise, acquired substantially all of its assets or stock and continued its business or any entity formed to succeed to the rights of the General Partner at the time of its dissolution. The designation of such a successor General Partner shall occur, and for all purposes shall be deemed to have occurred, prior to such resignation or transfer. Each Limited Partner hereby Consents to the admission of any additional or successor General Partner pursuant to this Section 6.1B, and no further Consent or approval shall be required.

Section 6.2Removal of the General Partner; Designation of a Successor General Partner

        A.    The General Partner may be removed for any reason with the Consent of a majority in interest of the Limited Partners. The removal of the General Partner shall in no way derogate from any rights or powers of such General Partner, or the exercise thereof, or the validity of any actions taken pursuant thereto, prior to the date of such removal.

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        B.    In the event of the removal of the General Partner, the General Partner's General Partner Partnership Units shall be converted to Limited Partner Partnership Units with all rights to distributions of cash and allocations of Profit and Loss previously provided as a General Partner.

        C.    With the Consent of a majority in interest of the Limited Partners (but if the law of a jurisdiction, other than the State, in which the Partnership is then formed or qualified is applicable and does not permit such designation, then such larger number as is required under such law to consent to or ratify the admission of a general partner), the Limited Partners may, subject to the provisions of Section 6.5, at any time designate one or more Persons to be successors to a General Partner concurrently therewith being removed pursuant to Section 6.2A and may issue additional General Partner Partnership Units to such Persons; provided, however, that the following conditions are satisfied:

        (1)  the Consent of the Limited Partners given pursuant to this Section 6.2C shall be given not later than the Consent of Limited Partners to the removal of the General Partner pursuant to Section 6.2A;

        (2)  the designation of such Person as a successor General Partner shall occur, and for all purposes shall be deemed to have occurred, prior to the removal of the General Partner pursuant to Section 6.2A;

        (3)  any additional General Partner Partnership Units issued to such successor shall be at the fair market value of such Partnership Units, provided, however, that the determination of such fair market value shall be made by the vote of a majority in interest of the Limited Partners (or such greater proportion as is set forth in the first sentence of this paragraph C) and such determination shall be binding on all Partners;

        (4)  the Partnership Units of the Limited Partners (including the Partnership Units of General Partner to be removed, which will be converted to Limited Partner Partnership Units pursuant to Section 6.2B) shall not be affected by the admission of such successor General Partner except to the extent new Partnership Units are issued pursuant to subparagraph (3) of this paragraph C; and

        (5)  any Person designated as a successor General Partner pursuant to this Section 6.2C shall have complied with the provisions of Section 10.3.

Section 6.3Incapacity, Removal or Resignation of a General Partner

        A.    In the event of the Incapacity of a General Partner or the removal of a General Partner pursuant to Section 6.2 or the resignation of a General Partner, the business of the Partnership shall be continued by the remaining General Partner or General Partners if the Incapacitated or removed or resigned General Partner is not then the sole general partner. In the event of the Incapacity or removal or resignation of a sole General Partner (unless a successor General Partner is approved pursuant to Section 6.1B or 6.2C), the Partnership shall be dissolved.

        B.    Upon the Incapacity, removal or resignation of a General Partner, such General Partner shall immediately cease to be a General Partner and the Partnership Units of any incapacitated, removed or resigned General Partner shall be converted to Limited Partner Partnership Units with all rights to distributions of cash and allocations of Profit and Loss previously provided as a General Partner.

        C.    If, at the time of the Incapacity, removal or resignation of a General Partner, the Incapacitated, removed or resigned General Partner was not the sole General Partner the remaining General Partner or Partners shall continue the business of the Partnership and shall immediately (1) give Notification to the Limited Partners of such event and (2) make such amendments to this Agreement and execute and file such amendments of the Certificate or other documents or instruments as are necessary to reflect the termination of the interest of the Incapacitated, removed or resigned

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General Partner and such Incapacitated, removed or resigned General Partner having ceased to be a General Partner and the appointment of any successor General Partner.

Section 6.4Liability of a Withdrawn General Partner

        Any General Partner who shall voluntarily or involuntarily for any reason (including Incapacity) withdraw, resign or be removed from the Partnership or sell, transfer or assign its General Partner Partnership Units shall remain liable for obligations incurred by it as General Partner prior to the time such withdrawal, resignation, removal, sale, transfer or assignment shall have become effective, but it shall be free of any obligation or liability incurred on account of the activities of the Partnership from and after the time such withdrawal, resignation, removal, sale, transfer or assignment shall have become effective.

Section 6.5Restrictions on Transfer of General Partner's Partnership Units

        A.    No Person shall be admitted as a successor or additional General Partner, and no transfer, sale or exchange of all or any part of the General Partner's Partnership Units shall be permitted, if counsel for the Partnership shall be of the opinion that such admission, transfer, sale or exchange, or any actions taken in connection therewith, would cause the Partnership to be classified other than as a partnership for Federal income tax purposes.

        B.    No assignee or transferee of all or any part of the General Partner's Partnership Units shall have any right to become a General Partner except as provided in this Article Six.

Section 6.6Consent of Limited Partners to Admission of Successor or Additional General Partners

        Subject to the provisions of Sections 6.1, 6.2 and 6.5, each Limited Partner, by execution of this Agreement, hereby Consents to the admission of any Person as a successor or additional General Partner to which there has at the time been express Consent of such number of Limited Partners as are expressly provided for herein. Upon receipt pursuant thereto of the Consent of such number of Limited Partners to such admission, such admission shall, subject to the provisions of Section 6.5, without any further Consent or approval of the Limited Partners, be an act of all the Limited Partners.

ARTICLE SEVEN

TRANSFER OF LIMITED PARTNERS' PARTNERSHIP UNITS;

ADMISSION OF SUBSTITUTED LIMITED PARTNERS

Section 7.1Transfer of Partnership Units

        A.    Subject to the provisions of this Article Seven, a Partnership Unit of a Limited Partner or any part thereof may be sold, assigned or transferred without the consent of the General Partner, except as provided in subsection B hereof.

        B.    The Partnership need not recognize for any purpose, any purported sale, assignment or transfer of all or any part of the Partnership Units of a Limited Partner:

        (1)  if such transfer, assignment or negotiation would cause the Partnership to be treated as an association taxable as a corporation for Federal income tax purposes or, when added to the total of all other sales or exchanges of Partnership Units within the preceding 12 months, would result in the Partnership being considered to have terminated within the meaning of Section 708 of the Code; or

        (2)  if such transfer or assignment would violate any federal or state securities or "blue sky" laws applicable to the Partnership or to the Partnership Units to be transferred or assigned.

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        C.    Any sale, assignment or transfer of a Limited Partner's Partnership Units not prohibited by subsection B hereof shall be recognized by the Partnership as of the last day of the calendar month during which the Partnership receives instruments of transfer and the payment of all transfer taxes.

        D.    Notwithstanding subsection B of this Section 7.1, any Limited Partner may assign or grant a security interest in its Partnership Units to any Senior Lender. In the event that any Limited Partner grants a security interest in its Partnership Units to any Senior Lender, and in the event such Senior Lender shall foreclose upon such Partnership Units or sell such Partnership Units under power of sale (statutory or contractual) or in lieu of foreclosure (such security interest, foreclosure or sale, being a "transfer"), then, no transfer of such Partnership Units to any successor shall require any consent on the part of the General Partner and, further, any successor(s) of such Limited Partner's Partnership Units shall, at its request, be admitted as a Limited Partner without any consent on the part of the General Partner.

        E.    Subject to subsection B of this Section 7.1, any Current Limited Partner may sell, assign or transfer any or all of its Partnership Units to an Affiliate thereof or to another person who is then a Limited Partner of the Partnership and such Affiliate or other Person shall have the right to and shall be admitted as a Limited Partner without the consent of the General Partner.

        F.    Notwithstanding anything herein to the contrary, if EMV intends to sell or assign any of its Partnership Units to any Person (other than a Senior Lender as provided in Paragraph D hereof) who is then a Partner of the Partnership, it shall first offer to each of the Persons then Partners of the Partnership and to the Warrantholders the right to purchase a pro rata portion of its Partnership Units to be sold or assigned. The provisions of Section 3.3 B hereof shall apply to such right of first refusal, mutatis mutandis and to the extent applicable.

Section 7.2Substituted Limited Partners

        A.    Each transferee desiring to be a Substituted Limited Partner must execute and deliver to the Partnership a "Transfer Application" (1) requesting admission as a Substituted Limited Partner, (2) agreeing to comply with and be bound by, and thereby executing, this Agreement, and agreeing to execute any document that the General Partner may reasonably require in connection with the admission of such transferee as a Substituted Limited Partner, and (3) appointing the General Partner the attorney-in-fact for such transferee pursuant to Section 12.1. No such transferee shall have any right to become a Substituted Limited Partner. Transferees will be admitted to the Partnership as Substituted Limited Partners only with the consent of the General Partner, which Consent may be withheld in its absolute discretion.

        B.    As soon as practicable after the last business day of each calendar quarter the General Partner shall amend the books and records of the Partnership, in order to admit to the Partnership as Substituted Limited Partners all transferees who have received the General Partner's Consent to such admission, as provided in Section 7.2A, who had not theretofore been admitted to the Partnership and to reflect the withdrawal from the Partnership, and termination of the interest, of Limited Partners who have sold, assigned or transferred all their Partnership Units to a Person being admitted as a Substituted Limited Partner. The admission of any Limited Partner shall be effective upon the amendment of the books and records of the Partnership to show such admission.

        C.    Until a Person entitled to admission to the Partnership as a Substituted Limited Partnership pursuant to Section 7.2A shall have been admitted to the Partnership pursuant to Section 7.2B, such Person shall be entitled to all of the rights of an assignee of a limited partnership interest under the Act.

        D.    No Person shall be entitled to become a Limited Partner except pursuant to Sections 3.2, 3.3, 7.1D, 7.1E or this Article Seven.

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ARTICLE EIGHT

DISSOLUTION, LIQUIDATION AND TERMINATION OF THE PARTNERSHIP

Section 8.1Events Causing Dissolution

        The Partnership shall dissolve and its affairs shall be wound up upon the happening of any of the following events or specified dates:

        A.    the expiration of its term;

        B.    the Incapacity, removal or resignation of a sole General Partner, unless a successor General Partner is designated pursuant to Sections 6.1 or 6.2, in which case the Partnership shall be reconstituted;

        C.    the sale or other disposition at one time of all or substantially all the assets of the Partnership;

        D.    the election by the General Partner or by a majority in interest of the Limited Partners to dissolve the Partnership; or

        E.    October 1, 1994 unless:

        (i)    prior to that time at least seventy percent (70%) of the Limited Partners' Partnership Units or their equivalents existing on the date hereof shall be registered under the Securities Act of 1933, as amended, and shall be traded on a nationally recognized securities exchange in the United States or in the over-the-counter market of the NASDAQ system; or

        (ii)  the provisions of either of the next two paragraphs shall apply.

        (x)  Notwithstanding the foregoing, no dissolution shall take place under Paragraph E if by no later than April 1, 1994 EMV agrees in writing to waive the provisions of Paragraph E for one year, in which case the dissolution date referred to in Paragraph E shall be October 1, 1995. EMV may waive the October 1, 1995 dissolution in the same manner and may postpone the dissolution date for successive one year periods provided that EMV gives a written waiver to the Partnership by no later than the April 1 preceding the then-pending October 1 dissolution date under Paragraph E; provided, that in no case may EMV postpone the dissolution date to a date beyond when the Partnership would otherwise dissolve under Section 8.1; and provided, further, that the provisions of Paragraph E shall be inapplicable if EMV is not a Limited Partner at the relevant October 1 dissolution date under Paragraph E.

        (y)  If any dissolution date provided in Paragraph E has not been waived by EMV in the manner provided in the foregoing paragraph, the Partners as of the April 1 preceding the then-pending October 1 dissolution date shall have the right to purchase all of the Partnership Units in the Partnership then held by EMV ("EMV Units"), which right may be exercised at any time in writing to EMV by no later than September 1 immediately preceding the then-pending October 1 dissolution date. Each Partner may offer to purchase so many of such EMV Units as it desires but if offers exceed the amount of EMV Units available as of the applicable September 1, each offering Partner shall be entitled to purchase only such number of Units that its total Partnership Units bears to the Partnership Units of all Partners offering to buy EMV Units. The purchase price for the EMV Units shall be their fair market value and the purchase price will be payable within twenty (20) days of the agreement or notification of fair market value. If the parties are unable to agree on fair market value, the matter shall be submitted for determination to an appraiser mutually acceptable to the parties. If they cannot agree on an appraiser, the offering Partners shall choose one appraiser, EMV shall choose one appraiser and the two appraisers will choose a third, and fair market value will be determined by the panel of appraisers. If either party fails to choose an appraiser

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within twenty days of a written request to do so, the other party's chosen appraiser may make the determination of fair market value. Any such determination of fair market value shall be binding on all parties. If offers to purchase all of the EMV Units have been made by the applicable September l, the Partnership shall not dissolve pursuant to Paragraph E, provided, that the Partnership shall dissolve within twenty (20) days of agreement or notification to the parties of fair market value if all the EMV Units have not then been paid for.

        F.    October 1, 1994 unless:

        (i)    prior to that time at least seventy percent (70%) of the Limited Partners' Partnership Units or their equivalents existing on the date hereof shall be registered under the Securities Act of 1933, as amended, and shall be traded on a nationally recognized securities exchange in the United States or in the over-the-counter market of the NASDAQ system; or

        (ii)  the provisions of either of the next two paragraphs shall apply.

        (x)  Notwithstanding the foregoing, no dissolution shall take place under Paragraph F if by no later than April 1, 1994 Citicorp Industrial Credit, Inc. or any Affiliate thereof to whom its Partnership Units are transferred pursuant to Section 7.1E ("CIC") agrees in writing to waive the provisions of Paragraph F for one year, in which case the dissolution date referred to in Paragraph F shall be October 1, 1995. CIC may waive the October 1, 1995 dissolution in the same manner and may postpone the dissolution date for successive one year periods provided that CIC gives a written waiver to the Partnership by no later than the April 1 preceding the then-pending October 1 dissolution date under Paragraph F; provided, that in no case may CIC postpone the dissolution date to a date beyond when the Partnership would otherwise dissolve under Section 8.1; and provided, further, that the provisions of Paragraph F shall be inapplicable if CIC is not a Limited Partner at the relevant October 1 dissolution date under Paragraph F.

        (y)  If any dissolution date provided in Paragraph F has not been waived by CIC in the manner provided in the foregoing paragraph, the Partners as of the April 1 preceding the then-pending October 1 dissolution date shall have the right to purchase all of the Partnership Units in the Partnership then held by CIC ("CIC Units"), which right may be exercised at any time in writing to CIC by no later than September 1 immediately preceding the then-pending October 1 dissolution date. Each Partner may offer to purchase so many of such CIC Units as it desires but if offers exceed the amount of CIC Units available as of the applicable September 1, each offering Partner shall be entitled to purchase only such number of Units that its total Partnership Units bears to the Partnership Units of all Partners offering to buy CIC Units. The purchase price for the CIC Units shall be their fair market value and the purchase price will be payable within twenty (20) days of the agreement or notification of fair market value. If the parties are unable to agree on fair market value, the matter shall be submitted for determination to an appraiser mutually acceptable to the parties. If they cannot agree on an appraiser, the offering Partners shall choose one appraiser, CIC shall choose one appraiser and the two appraisers will choose a third, and fair market value will be determined by the panel of appraisers. If either party fails to choose an appraiser within twenty days of a written request to do so, the other party's chosen appraiser may make the determination of fair market value. Any such determination of fair market value shall be binding on all parties. If offers to purchase all of the CIC Units have been made by the applicable September 1, the Partnership shall not dissolve pursuant to Paragraph F, provided, that the Partnership shall dissolve within twenty (20) days of agreement or notification to the parties of fair market value if all the CIC Units have not then been paid for.

        Dissolution of the Partnership shall be effective on the day on which the event occurs giving rise to the dissolution, but the Partnership shall not terminate until this Agreement has been cancelled and the

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assets of the Partnership have been distributed as provided in Section 8.2. Upon the dissolution of the Partnership, the General Partner shall proceed with the liquidation and distribution of the assets of the Partnership, and upon the completion of the winding up of the Partnership shall have the authority to, and shall, execute and file a certificate of cancellation and such other documents required or desirable to effectuate and evidence the dissolution and termination of the Partnership. Prior to the distribution of all of the assets of the Partnership, the business of the Partnership and the affairs of the Partners, as such, shall continue to be governed by this Agreement.

Section 8.2Liquidation

        A.    Upon dissolution of the Partnership, the General Partner or other authorized liquidating agent for the Partnership shall commence to wind up the affairs of the Partnership and to liquidate its assets. The General Partner shall have full right and unlimited discretion to determine the time, manner and terms of any sale or sales of Partnership assets pursuant to such liquidation, having due regard to the activity and condition of the relevant markets and general financial and economic conditions.

        B.    Any taxable gain or loss arising out of the disposition of Partnership assets during the course of liquidation of the Partnership (or which would result if property to be distributed to the Partners in kind were to be sold at fair market value) shall be allocated to the Partners (after all allocations under Sections 4.3 and 4.4 and distributions [other than liquidating distributions] for the current fiscal year and all prior periods have been credited or debited to each of the Partner's Capital Accounts) in such manner as will, to the extent possible, cause the Capital Accounts of the Partners (before liquidating distributions) to be in the same proportions as the Partnership Units held by each Partner bears to the Partnership Units held by all Partners.

        C.    After dissolution and liquidation, the assets of the Partnership shall be applied in the following order:

        (1)  To payment of all debts and obligations of the Partnership to any person; and

        (2)  To the Partners, pro rata in proportion to their respective Partnership Units, but subject to the provisions of Section 4.5 hereof.

        D.    If any assets of the Partnership are to be distributed in kind, such assets shall be distributed on the basis of the fair market value thereof, and any Partner entitled to any interest in such assets shall receive such interest therein as a tenant-in-common with all other partners so entitled.

        E.    Within a reasonable time following the completion of the liquidation of the Partnership, the General Partner shall furnish to each of the Partners reports containing the information required by Section 9.4C.

ARTICLE NINE

BOOKS AND RECORDS; ACCOUNTING; TAX ELECTIONS; ETC.

Section 9.1Books and Records

        The books and records of the Partnership, including information relating to the sale by the General Partner or any of its Affiliates of goods or services to the Partnership and a list of the names and addresses and Partnership Units of all Limited Partners, shall be maintained at the office of the Partnership and shall be available for examination there by any Partner or by such Partner's duly authorized representatives at reasonable times upon reasonable notice. Any Partner, or such Partner's duly authorized representatives, upon Notification to the General Partner and upon paying the costs of collection, duplication and mailing, shall be entitled for any purpose reasonably related to the Limited Partner's interest as a Limited Partner in the Partnership to a copy of information to which such

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Partner is entitled under the Act. The Partnership may maintain such other books and records and may provide such financial or other statements as the General Partner in its discretion deems advisable.

Section 9.2Accounting; Fiscal Year

        The books and records of the Partnership shall be kept on the accrual basis. The fiscal year of the Partnership shall be the calendar year.

Section 9.3Bank Accounts

        The bank accounts of the Partnership shall be maintained in such banking institutions as the General Partner shall determine, and withdrawals shall be made only in the regular course of Partnership business on such signature or signatures as the General Partner may determine. All deposits and other funds not needed in the operation of the business may be deposited in U.S. government securities, securities issued or guaranteed by U.S. government agencies, securities issued or guaranteed by states or municipalities, certificates of deposit and time or demand deposits in commercial banks, bankers' acceptances, savings and loan association deposits or deposits in members of the Federal Home Loan Bank System and, in such interest-bearing or non-interest-bearing investments, including, without limitation, firm repurchase agreements for direct obligations of the United States of America or any instrumentality thereof for the payment of which the full faith and credit of the United States of America is pledged or commercial paper rated A-1 or better by Standard and Poor's corporation or prime-1 or better by NCO/Moody's Commercial Paper Division of Moody's Investors Service, Inc., or the successor to either of them, as shall reasonably be designated by the General Partner.

Section 9.4Reports

        A.    As soon as practicable after the end of each fiscal quarter, the General Partner shall send to each person who was a Limited Partner at any time during the quarter then ended the following (none of which need be audited): (1) a balance sheet; (2) a profit and loss statement; and (3) a statement of changes in financial position for the quarter then ended.

        B.    As soon as practicable after the end of each fiscal year, the General Partner shall send to each Person who was a Limited Partner at any time during the fiscal year then ended such tax information as shall be necessary for the preparation by such Limited Partner of his, her or its Federal income tax return, and state income and other tax returns, if any, in states where the Partnership is organized, is qualified to do business or owns Theatre Property.

        C.    As soon as practicable after the end of each fiscal year, the General Partner shall send to each Person who was a Limited Partner at any time during the fiscal year then ended (1) a balance sheet as of the end of such fiscal year and statements of income, Partners' equity and changes in financial position for such fiscal year, all of which shall be prepared in accordance with generally accepted accounting principles and accompanied by an auditor's report containing an opinion of the Accountants; and (2) a statement (which need not be audited) showing the Distributable Cash From Operations and Distributable Refinancing Proceeds or Distributable Sale Proceeds distributed to the Partners with respect to such year.

Section 9.5Depreciation and Elections

        With respect to all depreciable assets for the Partnership, the Partnership may elect to use, so far as permitted by these provisions of the Code, accelerated depreciation methods. The General Partner may cause the Partnership to change to or elect some other method of depreciation and the General Partner may, in its sole discretion, cause the Partnership to make all elections required or permitted to be made by the Partnership under the Code and not otherwise expressly provided for in this Agreement, including, without limitation, the election referred to in Section 754 of the Code; provided, however, that if the election referred to in Section 754 is made, the Partnership shall have the right to

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charge the Partner or Partners benefiting from such election for the Partnership's reasonable expenses in making the accounting adjustments resulting from such election. Each of the Partners will upon request supply the information necessary to give proper effect to such election.

Section 9.6Capital Accounts

        A separate capital account ("Capital Account") shall be established for each Partner and shall be maintained in accordance with Treasury Regulation Section 1.704-1(b)(2)(iv) of the Internal Revenue Code ("Code"). Except where inconsistent with such regulations, each Partner's Capital Account shall be equal to (a) that Partner's capital contributions (in the case of contributed property, valued at the fair market value of such property, net of liabilities secured by such property or to which such property is subject), (b) plus allocations of Profits, (c) minus distributions and allocations of Losses, and (d) plus or minus, as the case may be, items of income or gain and deductions that are specifically allocated pursuant to Sections 4.4 and 8.2B hereof. No adjustment to a Partner's Capital Account shall be made for any items allocated under Section 4.4D hereof (Code Section 704(c) type allocations).

        In the event that assets of the Partnership other than cash are distributed to a Partner in kind, Capital Accounts shall be adjusted for the hypothetical "book" gain or loss that would have been realized by the Partnership if the distributed assets had been sold for their fair market values in a cash sale (in order to reflect unrealized gain or loss).

        In the event of the liquidation of a Partner's interest in the Partnership or of the Partnership, or upon a contribution of money or other property (other than a de minimus amount) to the Partnership by a new or existing Partner as consideration for an interest in the Partnership, Capital Accounts shall be adjusted for the hypothetical "book" gain or loss that would have been realized by the Partnership if all Partnership assets had been sold for their fair market values in a cash sale (in order to reflect unrealized gain or loss).

        Capital Accounts also shall be adjusted upon the constructive termination of the Partnership as provided under Section 708 of the Code in accordance with the method set forth in the immediately preceding paragraph (as required by Section 1.704-1(b)(2)(iv)(1) of the Treasury Regulations).

ARTICLE TEN

AMENDMENTS

Section 10.1Proposal of Amendments Generally

        A.    Amendments to this Agreement to reflect the addition or substitution of a Limited Partner, the admission of an additional or successor General Partner or the withdrawal of a General Partner shall be made at the time and in the manner referred to in Article Six or Section 7.2, as the case may be. Any other amendments to this Agreement may be proposed by the General Partner or by Limited Partners holding not less than 9% of the total number of outstanding Partnership Units. The Partners proposing such amendment shall submit (1) the text of such amendment, and (2) a statement of the purpose of such amendment. The General Partner shall, within 20 days after receipt of any proposal under this Section 10.1, give Notification to all Partners of such proposed amendment and such statement of purpose, together, in the case of an amendment provided by Limited Partners, with the views, if any, of the General Partner with respect to such proposed amendment.

        B.    The General Partner shall, within a reasonable time after the adoption of any amendment to this Agreement (but not longer than the period required by the Act), make any filings or publications if required by the Act or desirable to reflect such amendment.

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Section 10.2Adoption of Amendments; Limitations Thereon

        A.    A majority in interest of the Partners may amend this Agreement; provided, however, that no amendment to this Agreement may:

        (1)  add to, detract from or otherwise modify the purposes of the Partnership without the Consent of all the Partners;

        (2)  without the Consent of the Partner being affected, convert a Limited Partner's Partnership Units into a General Partner's Partnership Units; modify the limited liability of a Limited Partner; alter the interest of any Partner in Profits, Losses, Distributable Cash From Operations or Distributable Refinancing Proceeds or Distributable Sale Proceeds; or increase the liabilities or responsibilities of, or diminish the rights or protections of, the General Partner under this Agreement;

        (3)  modify the method provided in Article Four of determining Profits and Losses and the order of allocations thereof and of determining distributions of Distributable Cash From Operations or Distributable Refinancing Proceeds or Distributable Sale Proceeds and the order thereof without the Consent of each Partner adversely affected by such modification;

        (4)  amend Sections 6.2B or 6.3B without the Consent of the General Partner;

        (5)  amend any provision hereof which requires the Consent, action or approval of a specified percentage in interest of the Partners without the Consent of such specified percentage in interest of the Partners;

        (6)  amend this Section 10.2A without the Consent of all the Partners; or

        (7)  amend Sections 3.3B, 4.1B, 4.2B, 5.4I, 6.2C, 7.1, 7.2, 8.1E, 9.4, 10.1A, 11.2 or this Section 10.2A(7) without the consent of all of the following Persons which are Partners or holders of a Warrant at the time of such amendment: Entertainment-Media Venture Partners I, L.P., Citicorp or any of their successors or assigns which is an Affiliate thereof.

        B.    In addition to any amendments otherwise authorized hereby, this Agreement may be amended from time to time by the General Partner without the Consent of any of the Limited Partners (1) to add to the representations, duties or obligations of the General Partner or surrender any right or power granted to the General Partner herein, (2) to cure any ambiguity or correct or supplement any provisions hereof which may be inconsistent with any other provision hereof, or correct any printing, stenographic or clerical errors or omissions; (3) to conform to any safe harbor provisions which would preserve the substantial economic effect or alternative economic effect characterization of the allocations of Profits and Losses set forth in Article Four; and (4) to amend any provision of this Agreement if not adverse to the interest of the Limited Partners; provided, however, that no amendment shall be adopted pursuant to this Section 10.2B unless (a) in the case of any amendment referred to in clause (1), (2) or (4) of this Section, such amendment would not alter the interest of a Partner in Profits, Losses, Distributable Cash From Operations or Distributable Refinancing Proceeds or Distributable Sale Proceeds and such amendment is not adverse to the interests of the Limited Partners; and (b) such amendment would not, in the opinion of counsel for the Partnership, alter, or result in the alteration of the limited liability of the Limited Partners or the status of the Partnership as a partnership for Federal income tax purposes.

Section 10.3Amendments on Admission or Withdrawal of Partners

        If this Agreement shall be amended to reflect the admission of an additional or successor General Partner, such amendment shall be signed by another General Partner and such additional or successor General Partner. If this Agreement shall be amended to reflect the withdrawal or removal of the

26

General Partner and the continuation of the business of the Partnership, such amendment shall be signed by the remaining or successor General Partner.

Section 10.4Copies of Amendments

        The Certificate and this Agreement and each amendment thereto shall be kept in the files of the General Partner and copies thereof shall be made available to each Partner upon written request only for any valid Partnership purpose reasonably related to the Limited Partner's interest as a Limited Partner in the Partnership, the General Partner not being otherwise obligated to deliver or mail a copy of the Certificate or this Agreement or any amendment thereto to the Limited Partners, either before or after its filing, if any, in the State.

ARTICLE ELEVEN

CONSENTS, VOTING AND MEETINGS

Section 11.1Method of Giving Consent

        Any Consent required by this Agreement may be given by:

        (A)  a written consent given by the consenting Partner and received by the General Partner at or prior to the doing of the act or thing for which the consent is solicited, provided that such consent shall not have been nullified by (1) Notification to the General Partner of such nullification by the consenting Partner at or prior to the time of, or the negative vote by such consenting Partner at, any meeting called and held pursuant to Section 11.2 to consider the doing of such act or thing, or (2) Notification to the General Partner of such nullification by the consenting Partner prior to the doing of any act or thing the doing of which is not subject to approval at a meeting called pursuant to Section 11.2; or

        (B)  the affirmative vote by the consenting Partner to the doing of the act or thing for which the consent is solicited at any meeting and held pursuant to Section 11.2 to consider the doing of such act or thing.

Section 11.2Meetings of Partners

        A.    Regular meetings of the Partners shall be held quarterly to allow the General Partner to review the status of the business of the Partnership with the Partners and to consider any other matter which may properly come before the meetings. Notification of regular meetings shall be given not less than 10 days before each meeting. Regular meetings shall be held at the principal office of the Partnership or such other location as the General Partner may reasonably determine.

        B.    The termination of the Partnership, the removal of the General Partner and any other matter requiring the Consent of all or any of the Limited Partners pursuant to this Agreement may be considered at a meeting of the Partners held not less than 10 nor more than 60 days after Notification thereof shall have been given by the General Partner to all Partners. Such Notification (i) may be given by the General Partner, in its discretion, at any time, and (ii) shall be given by the General Partner within 15 days after receipt by the General Partner of a request for such a meeting made by Limited Partners holding not less than 9% of the total number of outstanding Partnership Units. Such meeting shall be held at the principal office of the Partnership or the principal office of the General Partner or at such other place as shall be specified by the General Partner, if Notification of such meeting is given pursuant to Section 11.2B(i), or as shall be specified by the requesting Limited Partners, if Notification of such meeting is given pursuant to Section 11.2B(ii). Notification of such meeting shall state the date, time and place and purpose of the meeting and shall indicate the Partner or Partners at whose direction the meeting has been called.

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Section 11.3Submissions to Limited Partners

        The General Partner shall give all the Limited Partners Notification of any proposal or other matter required by any provision of this Agreement or by law to be submitted for the consideration and approval of the Limited Partners. Such Notification shall include any information required by the relevant provision of this Agreement or by law.

ARTICLE TWELVE

MISCELLANEOUS PROVISIONS

Section 12.1Appointment of the General Partner as Attorney-in-Fact

        A.    The Current Limited Partners by execution of this Agreement, each Additional Limited Partner by subscribing to purchase Partnership Units and making payment therefor, and each Substituted Limited Partner by the execution of a Transfer Application, irrevocably constitutes and appoints the General Partner the true and lawful attorney-in-fact of such Person with full power and authority in the name, place and stead of such Person to:

        (1)  execute, acknowledge, deliver, swear to, file and record at the appropriate public offices such documents as may be necessary or appropriate to carry out the provisions of this Agreement and the Certificate, including, without limitation, all agreements, certificates and other instruments (including counterparts of this Agreement and the Certificate), and amendments thereof (including any such amendment relating to the admission of each Limited Partner, and the making of the Capital Contribution of each such Limited Partner to the Partnership), that the General Partner deems appropriate;

        (2)  execute, acknowledge, deliver, swear to, file and record all instruments to qualify or continue the Partnership as a limited partnership (or a partnership in which the Limited Partners will have limited liability comparable to that provided by the Act) in each jurisdiction in which the Partnership may conduct business;

        (3)  execute, acknowledge, deliver, swear to, file and record all instruments which the General Partner deems appropriate to reflect a change or modification of the Partnership in accordance with the terms of this Agreement; and

        (4)  execute, acknowledge, deliver, swear to, file and record all documents and conveyances and other instruments which the General Partner deems appropriate to reflect the dissolution and termination of the Partnership, including, without limitation, a certificate of cancellation.

        B.    The appointment by all Limited Partners of the General Partner as attorney-in-fact shall be deemed to be a power coupled with an interest, in recognition of the fact that each of the Partners under this Agreement will be relying upon the power of the General Partner to act as contemplated by this Agreement in any filing and other action by them on behalf of the Partnership, and shall survive, and not be affected by, the subsequent Incapacity of any Person or by a transfer or assignment of all or any of the Partnership Units of such Person giving such power, pursuant to Article Seven hereof; provided, however, that in the event of the transfer by a Limited Partner of all of the Partnership Units of such Limited Partner, the foregoing power of attorney of a transferor Partner shall survive such transfer only until such time as the transferee shall have been admitted to the Partnership as a Substituted Limited Partner and all required documents and instruments shall have been duly executed, filed and recorded to effect such substitution.

        C.    The foregoing power of attorney-in-fact may be exercised by the General Partner either by signing separately or jointly as attorney-in-fact for each or all Limited Partner(s) or by a single signature of the General Partner acting as attorney-in-fact for all of them.

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Section 12.2Notification

        A.    Any Notification to any Limited Partner shall be at the address of such Partner set forth in the books and records of the Partnership or such other mailing address of which such Limited Partner shall advise the General Partner in writing. Any Notification to the Partnership or the General Partner shall be at the principal office of the General Partner, as set forth in Section 2.2. The General Partner may at any time change the location of its principal office. Notification of any such change shall be given to the Partners on or before the date of any such change.

        B.    Any Notification shall be deemed to have been duly given if personally delivered or sent by United States mails or by telegram or telex confirmed by letter and will be deemed given, unless earlier received: (1) if sent by certified or registered mail, return receipt requested, or by first-class mail, five calendar days after being deposited in the United States mails, postage prepaid, (2) if sent by United States Express Mail, two calendar days after being deposited in the United States mails, postage prepaid, (3) if sent by telegram or telex or facsimile transmission, on the date sent provided confirmatory notice is sent by first-class mail, postage prepaid, and (4) if delivered by hand, on the date of receipt.

Section 12.3Binding Provisions

        The covenants and agreements contained herein shall be binding upon and inure to the benefit of the heirs, executors, administrators, successors and assigns of the respective parties hereto.

Section 12.4Applicable Law

        This Agreement shall be construed and enforced in accordance with the laws of the State of Texas.

Section 12.5Counterparts    This Agreement may be executed in several counterparts, all of which together shall constitute one agreement binding on all parties hereto notwithstanding that all the parties have not signed the same counterpart.

Section 12.6Separability of Provisions

        Each provision of this Agreement shall be considered separable and if for any reason any provision or provisions of this Agreement, or the application of such provision to any Person or circumstance, shall be held invalid or unenforceable in any jurisdiction, such provision or provisions shall, as to such jurisdiction, be ineffective to the extent of such invalidity or unenforceability without invalidating the remaining provisions hereof, or the application of the affected provision to Persons or circumstances other than those to which it was held invalid or unenforceable, and any such invalidity or unenforceability in any jurisdiction shall not invalidate or render unenforceable such provision in any other jurisdiction.

Section 12.7Entire Agreement

        This Agreement constitutes the entire agreement among the parties. This Agreement supersedes any prior agreement or understanding among the parties and may not be modified or amended in any manner other than as set forth herein or therein.

Section 12.8Section Titles

        Section titles are for descriptive purposes only and shall not control or alter the meaning of this Agreement as set forth in the text.

Section 12.9Attorneys' Fees

        In the event of any controversy, claim or dispute between the parties hereto arising out of or relating to this Agreement or any of the documents provided for herein, or the breach thereof, the prevailing party shall be entitled to recover from the losing party reasonable attorneys' fees, expenses and costs.

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        IN WITNESS WHEREOF, the undersigned have executed this Agreement as of the date first above written.

General Partner:
A 3 THEATRES, INC., a Texas corporation
By:	/s/  THOMAS B. MCGRATH Thomas B. McGrath Vice President
Limited Partners:
A 3 THEATRES, INC., a Texas corporation
By:	/s/  THOMAS B. MCGRATH Thomas B. McGrath Vice President
/s/  A. JERROLD PERENCHIO A. JERROLD PERENCHIO
ENTERTAINMENT-MEDIA VENTURE PARTNERS I, L.P.
By	Entertainment-Media General Partner I, L.P. as general partner
By	Entertainment-Media Venture Partners Corp., as general partner
By:	/s/  RAYMOND A. DOIG Raymond A. Doig, President
CITICORP INDUSTRIAL CREDIT, INC.
By:	/s/  ILLEGIBLE Vice President

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EXHIBIT A

Partnership Name and Address	Capital Contribution	Partnership Units	Date of Contribution
A 3 Theatres, Inc. 85 N.E. Loop 410 Suite 612 San Antonio, Texas 78216	$150,000	6	12/31/86
CURRENT LIMITED PARTNERS:
A 3 Theatres, Inc. 85 N.E. Loop 410 Suite 612 San Antonio, Texas 78216	7,100,000	284	12/31/86
A. Jerrold Perenchio Chartwell Partnership Group 1901 Avenue of the Stars Suite 780 Los Angeles, California 90067	250,000	10	12/31/86
Entertainment-Media Venture Partners I, L.P. 2121 Avenue of the Stars Suite 460 Los Angeles, California 90067	2,000,000	39	10/29/87
Citicorp Industrial Credit, Inc. 725 South Figueroa Street 3rd Floor Los Angeles, California 90017	130,500	2.54	10/30/87

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TABLE OF CONTENTS
ARTICLE ONE DEFINED TERMS
ARTICLE TWO FORMATION; NAME, PLACE OF BUSINESS AND OFFICE; PURPOSE; TERM
ARTICLE THREE PARTNERS AND CAPITAL
ARTICLE FOUR DISTRIBUTIONS OF CASH; ALLOCATIONS OF PROFITS AND LOSSES
ARTICLE FIVE RIGHTS, POWERS AND DUTIES OF THE GENERAL PARTNER
ARTICLE SIX TRANSFERABILITY OF GENERAL PARTNER'S PARTNERSHIP UNITS
ARTICLE SEVEN TRANSFER OF LIMITED PARTNERS' PARTNERSHIP UNITS; ADMISSION OF SUBSTITUTED LIMITED PARTNERS
ARTICLE EIGHT DISSOLUTION, LIQUIDATION AND TERMINATION OF THE PARTNERSHIP
ARTICLE NINE BOOKS AND RECORDS; ACCOUNTING; TAX ELECTIONS; ETC.
ARTICLE TEN AMENDMENTS
ARTICLE ELEVEN CONSENTS, VOTING AND MEETINGS
ARTICLE TWELVE MISCELLANEOUS PROVISIONS
EXHIBIT A

EX-3.19

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Exhibit 3.19

ARTICLES OF AMENDMENT
FOR
GENERAL AMERICAN THEATRES, INC.

Registry Number:    086988-13

Date of Incorporation:    July 22, 1969

1.

The name of the corporation is General American Theatres, Inc.

2.

Article VII is hereby added to the corporation's articles of incorporation to read as follows:

        "Article VII

        "No shareholder of the Corporation shall, by reason of his holding shares of any class, have any preemptive or preferential rights to purchase or subscribe to any shares of the Corporation now or hereafter to be authorized, or any notes, debentures, bonds, or other securities convertible into or carrying options or warrants to purchase shares of any class now or hereafter to be authorized (whether or not the issuance of any such shares of such notes, debentures, bonds, or other securities would adversely affect the dividend or voting rights of such shareholder) other than such rights, if any, as the board of directors in its discretion from time to time may grant at such price as the board of directors may fix; and the board of directors may issue shares of the Corporation or any notes, debentures, bonds, or other securities, convertible into or carrying options or warrants to purchase shares without offering any such shares, either in whole or in part, to the existing shareholders."

3.

The amendment was adopted to be effective August 1, 1989.

4.

Shareholder vote was required to adopt the amendment. There are 275 shares of common stock outstanding and 275 votes were entitled to be cast. 275 votes were cast for and 0 votes cast against the amendment.

/s/  MICHAEL KEEGAN Michael Keegan, Vice President

Person to contact about this filing:

David R. Gibson
Bogle & Gates
1400 KOIN Center
222 S.W. Columbia
Portland, Oregon 97201
(503) 222-1515

ARTICLES OF INCORPORATION

OF

GENERAL AMERICAN THEATRES, INC.

        KNOW ALL MEN BY THESE PRESENTS, THAT ROBERT CLAPPERTON, GEORGE W. MEAD and RUTH E. KENNEDY, citizens of the United States and citizens and residents of the State of Oregon, desiring to incorporate ourselves and to form a corporation under and pursuant to the laws of the State of Oregon relating to private corporations, for the purpose of engaging in the enterprise, business, pursuit and occupation hereinafter in these articles of incorporation set forth, do hereby make, execute, adopt, subscribe and acknowledge, in duplicate, the following articles of incorporation, to-wit:

ARTICLE I

        The name assumed by this corporation and by which it shall be known shall be "GENERAL AMERICAN THEATRES, INC.," and the term of its existence shall be unlimited as to time.

ARTICLE II

        The object, business and pursuit for which this corporation is formed and organized and for which it proposes to engage are as follows:

        (1)  To engage in the business of owning, leasing and operating of theatres of all kinds and nature and to engage in the entertainment and amusement business.

        (2)  To acquire, hold, own, use, rent, enjoy, possess, improve, mortgage, pledge, and dispose of real and personal and mixed property of every kind and character;

        (3)  To acquire, buy, rent, lease, deal in, and to own, use, sell and otherwise dispose of lands, buildings, machinery, tools, appliances, merchandise and materials of all descriptions, and to acquire, own, hold, leave, exchange, sell, mortgage and otherwise deal in and dispose of chattels, notes, bonds, mortgages, and securities and personal property of every character and description:

        (4)  To purchase, receive, lease or otherwise acquire and to own, use, hold, sell, convey, exchange, lease, mortgage, improve, develop, manage, operate and otherwise handle and dispose of real estate and real property and any and all interests or rights in real property, and to collect, use and dispose of the income or profits from any thereof;

        (5)  To make, enter into, perform and carry out contracts for constructing, building, altering, improving, repairing, maintaining, furnishing, and operating machines, devices, equipment and apparatus of every kind and description, and to enter into agreements of all kinds with builders, contractors, agents, property owners and others, public and private, for all or any of the objects and purposes in these articles mentioned;

        (6)  To borrow money on the credit of the corporation and to issue evidences of indebtedness and to secure the same by mortgage, pledge or otherwise;

        (7)  To purchase, acquire, hold, sell, assign, or otherwise dispose of shares of capital stock of other corporations and to exercise in respect thereof all the rights, powers and privileges of individual owners or holders thereof and all voting powers in respect thereof, and to purchase or otherwise acquire shares of its own capital stock, and to own, hold and dispose of the same for any and all lawful purposes.

        (8)  And generally to do everything necessary or appropriate for the transaction of the business of the corporation and anything which a natural person might lawfully do in connection with any of the foregoing, with all the powers and authority now or hereafter conferred by law upon private corporations.

ARTICLE III

        The place where this corporation shall have its registered office and place of business shall be 829 N.W. 19th Avenue, Portland, Oregon, and the name of its initial registered agent at this address shall be Thomas P. Moyer.

ARTICLE IV

        The capital stock of this corporation shall consist of 500 shares of common stock with par value of $100.00 per share and the amount of capital to be paid in before this corporation shall begin business shall be the sum of Fifty Thousand Dollars ($50,000.00).

ARTICLE V

        The number of directors constituting the initial board of directors of the corporation shall be three (3) in number and the names and addresses of the persons who are to serve as directors until the first annual meeting of shareholders or until their successors be elected and qualified are as follows:

Thomas P. Moyer
829 N.W. 19th Avenue
Portland, Oregon


Marilyn Moyer
829 N.W. 19th Avenue
Portland, Oregon

W.M. Hays
Route 2, Box 291
Newberg, Oregon

ARTICLE VI

        The name and address of each corporator is as follows:

Robert Clapperton
11837 S.W. Riverwood Road
Portland, Oregon

George W. Mead
5040 S.W. Hilltop Lane
Portland, Oregon

Ruth E. Kennedy
1800 S.W. Parkview Court
Portland, Oregon

2

        IN WITNESS WHEREOF, to these Articles of Incorporation in duplicate, we, the incorporators, have hereunto set our hands and seals this 7th day of July, 1969.

/s/  ROBERT CLAPPERTON	[SEAL]
/s/  GEORGE W. MEAD	[SEAL]
/s/  RUTH E. KENNEDY	[SEAL]

3

STATE OF OREGON	)
	: ss.
County of Multnomah	)

        I, ROBERT CLAPPERTON, GEORGE W. MEAD and RUTH E. KENNEDY, being first duly sworn, depose and say:

        That I am of the age of more than twenty-one years and one of the incorporators who executed the foregoing Articles of Incorporation and that the foregoing Articles of Incorporation are true as I verily believe.

/s/  ROBERT CLAPPERTON

/s/  GEORGE W. MEAD

/s/  RUTH E. KENNEDY

        Subscribed and sworn to before me this 7^th day of July, 1969.

/s/  MARY MCHENRY Notary Public for Oregon
My Commission Expires:
February 9, 1973

4

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Exhibit 3.19

ARTICLES OF AMENDMENT FOR GENERAL AMERICAN THEATRES, INC.
ARTICLES OF INCORPORATION OF GENERAL AMERICAN THEATRES, INC.
ARTICLE I
ARTICLE II
ARTICLE III
ARTICLE IV
ARTICLE V
ARTICLE VI

EX-3.20

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Exhibit 3.20

AMENDED AND RESTATED BYLAWS
OF
GENERAL AMERICAN THEATRES, INC.

I

        The annual meeting of the stockholders of GENERAL AMERICAN THEATRES, INC. (the "Company"), shall be held at its principal office in the City of Portland, State of Oregon, on the second Monday of January in each year at the hour of two o'clock P.M., or at such other time and place within the State of Oregon as may be stated in a notice of the meeting as prescribed by the directors. In case the annual meeting shall not be held at the time herein specified, the annual election of directors may be held at any later meeting of the stockholders. Notice of all meetings, except the annual meeting, of the stockholders shall be mailed to each stockholder at least five days previous to the time fixed for such meeting, but such meeting may be held at any time upon the written consent of all of the stockholders without notice, or in case all of the stockholders are present, without said written consent.

II

        Special meetings of the stockholders of the Company may be called at any time by the board of directors, or by any number of the stockholders holding together one-third of the capital stock of the Company. Notice of the time and place of such meeting of the stockholders shall be mailed at least five days previous thereto to each stockholder of record who shall have furnished a written address to the Secretary of the Company for that purpose; but all actions and proceedings of the stockholders at meetings without notice or defectively noticed, shall be valid and effective if all stockholders are present, or if notice is waived or if the action taken is authorized in writing or ratified after the meeting by all of the stockholders. Notice of any stockholders meeting shall be signed by the president, vice-president or secretary or treasurer of the company; but notice of such meeting called by the stockholders may be signed by the stockholders making such call.

III

        The holders of a majority of the stock of the Company must be present in person or by proxy at each meeting of the stockholders to constitute a quorum, less than such quorum, having power to adjourn. At all meetings of stockholders each stockholder there in person or by proxy shall be entitled to as many votes as he holds shares of stock in his own name. All proxies shall be in writing and filed with the secretary.

IV

        Meetings of the stockholders shall be presided over by the president, or if he is not present, by the vice-president, or if neither the president nor a vice-president is present, by a chairman to be elected at the meeting. The secretary of the Company shall act as secretary of the meetings if present, if absent, any other person may be chosen as secretary of the meeting.

V

        The affairs of the Company shall be managed by, and its corporate powers vested in a board of three directors, a majority of whom shall constitute a quorum for the transaction of business. They shall be elected at the annual meeting of the stockholders or as soon thereafter as practicable, and shall hold office until their successors are elected and qualified. The action of a majority of the directors, although not at a regularly called meeting, if the record thereof be assented to in writing by all the other members of the board, shall always be as valid and effective in all respects as if passed by the board in regular meeting assembled.

        The stockholders at any meeting by a two-thirds vote of all outstanding stock may remove any director without cause assigned and fill the vacancy. Any vacancy not caused by such a removal may be filled by the board, except vacancies arising from an increase in the number of directors, which vacancies so arising shall be filled at a meeting of the stockholders.

VI

        Meetings of the board of directors shall be held at times fixed by resolution of the board or upon call of the president or vice-president, and the secretary or other officer performing his duties, shall give reasonable notice of all meetings of directors; providing that a meeting may be held without notice immediately after the annual election and at the same place, and notice need not be given of regular meetings held at times fixed by resolution of the board; and by written consent of all the directors meetings may be held at any time and at any place without call or notice.

VII

        The board of directors, as soon as may be after the election in each year, shall elect a president; a vice-president, a secretary and a treasurer; none of such officers need be a member of the board. Said board shall also from time to time appoint such other officers as it shall deem necessary and proper. The same person, may be appointed to more than one office.

VIII

        The term of office of each officer shall be for one year and until his respective successor is appointed and qualified; but any officer may be removed from office at any time by the board of directors or by vote of the holders of a majority of the outstanding capital stock.

IX

        The officers of the Company shall have such duties as generally pertain to their respective offices, as well as such powers and duties as from time to time shall be conferred by the board of directors.

X

        No officer or director as such shall be entitled to any salary or compensation for any services performed by him for the Company, unless such salary or compensation be voted him by the board of directors.

XI

        An officer or director of this Company shall not be disqualified by his office from contracting with the company, either as vendor, purchaser or otherwise, nor shall any such contract or any contract or arrangement entered into by or on behalf of the company in which any officer or director shall be in any way interested, be avoided on that account or by reason of the fact that any firm of which such officer or director is a member, or any corporation in which such officer or director is a shareholder or director, shall be interested therein, provided such contract shall have been ratified or approved by the affirmative vote of a majority in amount of the capital stock of the Company; nor shall any officer or director so contracting or so interested be liable to account to the Company for any profit realized by him from or through any such contract or arrangement so ratified or approved by the stockholders in the manner aforesaid.

XII

        The stock certificates shall be of such form and devise as the board of directors may prescribe and shall be signed by the president and by the secretary. The stock of the Company shall be transferable or assignable only upon the books of the Company by the holder in person or by attorney, on the surrender of the certificate thereof, and the certificate shall state upon the face thereof that the stock is

2

transferable only upon the books of the corporation. The board of directors may appoint such transfer agents and registrars of stock as to them may seem expedient.

XIII

        These Amended and Restated Bylaws may be altered or amended by the vote of the majority in interest of the stockholders at any annual meeting of the stockholders, or at any special meeting thereof duly called for the purpose.

3

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Exhibit 3.20

AMENDED AND RESTATED BYLAWS OF GENERAL AMERICAN THEATRES, INC.

EX-3.21

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Exhibit 3.21

ARTICLES OF AMENDMENT
FOR
BROADWAY CINEMA, INC.

		[STAMP] F I L E D IN THE OFFICE OF THE SECRETARY OF STATE OF THE STATE OF OREGON DEC 20 1989 CORPORATION DIVISION
Registry Number:	090237-14
Date of Incorporation:	July 16, 1970

1.

The name of the corporation is Broadway Cinema, Inc.

2.

Article VII is hereby added to the corporation's articles of incorporation to read as follows:

        "Article VII
        "No shareholder of the Corporation shall, by reason of his holding shares of any class, have any preemptive or preferential rights to purchase or subscribe to any shares of the Corporation now or hereafter to be authorized, or any notes, debentures, bonds, or other securities convertible into or carrying options or warrants to purchase shares of any class now or hereafter to be authorized (whether or not the issuance of any such shares or such notes, debentures, bonds, or other securities would adversely affect the dividend or voting rights of such shareholder) other than such rights, if any, as the board of directors in its discretion from time to time may grant at such price as the board of directors may fix; and the board of directors may issue shares of the Corporation or any notes, debentures, bonds, or other securities, convertible into or carrying options or warrants to purchase shares without offering any such shares, either in whole or in part, to the existing shareholders."

3.

The amendment was adopted to be effective August 1, 1989.

4.

Shareholder vote was required to adopt the amendment. There are 100 shares of common stock outstanding and 100 votes were entitled to be cast. 100 votes were cast for and 0 votes cast against the amendment.

/s/  MICHAEL KEEGAN Michael Keegan, Vice President

Person to contact about this filing:

David R. Gibson
Bogle & Gates
1400 KOIN Center
222 S.W. Columbia
Portland, Oregon 97201
(503) 222-1515

FILE NO. 90237

[STAMP]
FILED
IN THE OFFICE OF THE CORPORATION
COMMISSIONER OF THE STATE OF OREGON
JUL 16 1970
FRANK J. HEALY
CORPORATION COMMISSIONER

ARTICLES OF INCORPORATION

OF

BROADWAY CINEMA, INC.

        KNOW ALL MEN BY THESE PRESENTS, That GEORGE W. MEAD, a citizen of the United States and citizen and resident of the State of Oregon, desiring to incorporate and to form a corporation under and pursuant to the laws of the State of Oregon relating to private corporations, for the purpose of engaging in the enterprise, business, pursuit and occupation hereinafter in these articles of incorporation set forth, does hereby make, execute, adopt, subscribe and acknowledge, in duplicate, the following articles of incorporation, to-wit:

ARTICLE I

        The name assumed by this corporation and by which it shall be known shall be "BROADWAY CINEMA, INC." and the term of its existence shall be unlimited as to time.

ARTICLE II

        The object, business and pursuit for which this corporation is formed and organized and for which it proposes to engage are as follows:

        (1)  To engage in the business of owning, leasing and operating of theatres of all kinds and nature and to engage in the entertainment and amusement business.

        (2)  To acquire, hold, own, use, rent, enjoy, possess, improve, mortgage, pledge, and dispose of real and personal and mixed property of every kind and character;

        (3)  To acquire, buy, rent, lease, deal in, and to own, use, sell and otherwise dispose of lands, buildings, machinery, tools, appliances, merchandise and materials of all descriptions, and to acquire, own, hold, lease, exchange, sell, mortgage and otherwise deal in and dispose of chattels, notes, bonds, mortgages, and securities and personal property of every character and description;

        (4)  To purchase, receive, lease or otherwise acquire and to own, use, hold, sell, convey, exchange, lease, mortgage, improve, develop, manage, operate and otherwise handle and dispose of real estate and real property and any and all interests or rights in real property, and to collect, use and dispose of the income or profits from any thereof;

        (5)  To make, enter into, perform and carry out contracts for constructing, building, altering, improving, repairing, maintaining, furnishing, and operating machines, devices, equipment and apparatus of every kind and description, and to enter into agreements of all kinds with builders, contractors, agents, property owners and others, public and private, for all or any of the objects and purposes in these articles mentioned;

        (6)  To borrow money on the credit of the corporation and to issue evidences of indebtedness and to secure the same by mortgage, pledge or otherwise;

        (7)  To purchase, acquire, hold, sell, assign, or otherwise dispose of shares of capital stock of other corporations and to exercise in respect thereof all the rights, powers and privileges of individual owners or holders thereof and all voting powers in respect thereof, and to purchase or

otherwise acquire shares of its own capital stock, and to own, hold and dispose of the same for any and all lawful purposes.

        (8)  And generally to do everything necessary or appropriate for the transaction of the business of the corporation and anything which a natural person might lawfully do in connection with any of the foregoing, with all the powers and authority now or hereafter conferred by law upon private corporations.

ARTICLE III

        The place where this corporation shall have its registered office and place of business shall be 829 N.W. 19th Avenue, Portland, Oregon, and the name of its initial registered agent at this address shall be Thomas P. Moyer.

ARTICLE IV

        The capital stock of this corporation shall consist of 100 shares of common stock with no par value and the amount of capital to be paid in before this corporation shall begin business shall be the sum of One Thousand and No/100 ($1,000.00) Dollars.

ARTICLE V

        The number of directors constituting the initial board of directors of the corporation shall be three (3) in number and the names and addresses of the persons who are to serve as directors until the first annual meeting of shareholders or until their successors be elected and qualified are as follows:

Thomas P. Moyer
14905 N.E. Glisan Street
Portland, Oregon

Marilyn Moyer
14905 N.E. Glisan Street
Portland, Oregon

Thomas Peter Moyer
14905 N.E, Glisan Street
Portland, Oregon

ARTICLE VI

        The name and address of the corporator is as follows:

George W. Mead
1211 Public Service Building
Portland, Oregon

        IN WITNESS WHEREOF, to these Articles of Incorporation in duplicate, I, the incorporator, have hereunto set my hand and seal this 15th day of July, 1970.

/s/  GEORGE W. MEAD (SEAL)

2

STATE OF OREGON	)
	:	ss.
County of Multnomah	)

        I, GEORGE W. MEAD, being first duly sworn, depose and say:

        That I am of the age of more than twenty-one years and one of the incorporators who executed the foregoing Articles of Incorporation and that the foregoing Articles of Incorporation are true as I verily believe.

/s/  GEORGE W. MEAD

        Subscribed and sworn to before me this 15th day of July, 1970.

/s/  MARY MCHENRY Notary Public for Oregon
My Commission Expires:
February 9, 1973

3

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Exhibit 3.21

ARTICLES OF AMENDMENT FOR BROADWAY CINEMA, INC.
ARTICLES OF INCORPORATION OF BROADWAY CINEMA, INC.
ARTICLE I
ARTICLE II
ARTICLE III
ARTICLE IV
ARTICLE V
ARTICLE VI

EX-3.22

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Exhibit 3.22

AMENDED AND RESTATED BYLAWS
OF
BROADWAY CINEMA, INC.

I

        The annual meeting of the stockholders of BROADWAY CINEMA, INC. (the "Company"), shall be held at its principal office in the City of Portland, State of Oregon, on the second Monday of January in each year at the hour of two o'clock P.M., or at such other time and place within the State of Oregon as may be stated in a notice of the meeting as prescribed by the directors. In case the annual meeting shall not be held at the time herein specified, the annual election of directors may be held at any later meeting of the stockholders. Notice of all meetings, except the annual meeting, of the stockholders shall be mailed to each stockholder at least five days previous to the time fixed for such meeting, but such meeting may be held at any time upon the written consent of all of the stockholders without notice, or in case all of the stockholders are present, without said written consent.

II

        Special meetings of the stockholders of the Company may be called at any time by the board of directors, or by any number of the stockholders holding together one-third of the capital stock of the Company. Notice of the time and place of such meeting of the stockholders shall be mailed at least five days previous thereto to each stockholder of record who shall have furnished a written address to the Secretary of the Company for that purpose; but all actions and proceedings of the stockholders at meetings without notice or defectively noticed, shall be valid and effective if all stockholders are present, or if notice is waived or if the action taken is authorized in writing or ratified after the meeting by all of the stockholders. Notice of any stockholders meeting shall be signed by the president, vice-president or secretary or treasurer of the Company; but notice of such meeting called by the stockholders may be signed by the stockholders making such call.

III

        The holders of a majority of the stock of the Company must be present in person or by proxy at each meeting of the stockholders to constitute a quorum, less than such quorum, having power to adjourn. At all meetings of stockholders each stockholder there in person or by proxy shall be entitled to as many votes as he holds shares of stock in his own name. All proxies shall be in writing and filed with the secretary.

IV

        Meetings of the stockholders shall be presided over by the president, or if he is not present, by the vice-president, or if neither the president nor a vice-president is present, by a chairman to be elected at the meeting. The secretary of the Company shall act as secretary of the meetings if present, if absent, any other person may be chosen as secretary of the meeting.

V

        The affairs of the Company shall be managed by, and its corporate powers vested in a board of three directors, a majority of whom shall constitute a quorum for the transaction of business. They shall be elected at the annual meeting of the stockholders or as soon thereafter as practicable, and shall hold office until their successors are elected and qualified. The action of a majority of the directors, although not at a regularly called meeting, if the record thereof be assented to in writing by all the other members of the board, shall always be as valid and effective in all respects as if passed by the board in regular meeting assembled.

        The stockholders at any meeting by a two-thirds vote of all outstanding stock may remove any director without cause assigned and fill the vacancy. Any vacancy not caused by such a removal may be

filled by the board, except vacancies arising from an increase in the number of directors, which vacancies so arising shall be filled at a meeting of the stockholders.

VI

        Meetings of the board of directors shall be held at times fixed by resolution of the board or upon call of the president or vice-president, and the secretary or other officer performing his duties, shall give reasonable notice of all meetings of directors; providing that a meeting may be held without notice immediately after the annual election and at the same place, and notice need not be given of regular meetings held at times fixed by resolution of the board; and by written consent of all the directors meetings may be held at any time and at any place without call or notice.

VII

        The board of directors, as soon as may be after the election in each year, shall elect a president; a vice-president, a secretary and a treasurer; none of such officers need be a member of the board. Said board shall also from time to time appoint such other officers as it shall deem necessary and proper. The same person, may be appointed to more than one office.

VIII

        The term of office of each officer shall be for one year and until his respective successor is appointed and qualified; but any officer may be removed from office at any time by the board of directors or by vote of the holders of a majority of the outstanding capital stock.

IX

        The officers of the Company shall have such duties as generally pertain to their respective offices, as well as such powers and duties as from time to time shall be conferred by the board of directors.

X

        No officer or director as such shall be entitled to any salary or compensation for any services performed by him for the Company, unless such salary or compensation be voted him by the board of directors.

XI

        An officer or director of this Company shall not be disqualified by his office from contracting with the Company, either as vendor, purchaser or otherwise, nor shall any such contract or any contract or arrangement entered into by or on behalf of the company in which any officer or director shall be in any way interested, be avoided on that account or by reason of the fact that any firm of which such officer or director is a member, or any corporation in which such officer or director is a shareholder or director, shall be interested therein, provided such contract shall have been ratified or approved by the affirmative vote of a majority in amount of the capital stock of the Company; nor shall any officer or director so contracting or so interested be liable to account to the Company for any profit realized by him from or through any such contract or arrangement so ratified or approved by the stockholders in the manner aforesaid.

XII

        The stock certificates shall be of such form and devise as the board of directors may prescribe and shall be signed by the president and by the secretary. The stock of the Company shall be transferable or assignable only upon the books of the company by the holder in person or by attorney, on the surrender of the certificate thereof, and the certificate shall state upon the face thereof that the stock is transferable only upon the books of the corporation. The board of directors may appoint such transfer agents and registrars of stock as to them may seem expedient.

2

XIII

        These Amended and Restated Bylaws may be altered or amended by the vote of the majority in interest of the stockholders at any annual meeting of the stockholders, or at any special meeting thereof duly called for the purpose.

3

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Exhibit 3.22

AMENDED AND RESTATED BYLAWS OF BROADWAY CINEMA, INC.

EX-3.23

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Exhibit 3.23

ARTICLES OF AMENDMENT
FOR
TEMT ALASKA, INC.

Registry Number:	33363D
Date of Incorporation:	July 9, 1984

1.

The name of the corporation is TEMT Alaska, Inc.

2.

Article VIII is hereby added to its articles of incorporation to read as follows:

        "Article VIII
        "No shareholder of the Corporation shall, by reason of his holding shares of any class, have any preemptive or preferential rights to purchase or subscribe to any shares of the Corporation now or hereafter to be authorized, or any notes, debentures, bonds, or other securities convertible into or carrying options or warrants to purchase shares of any class now or hereafter to be authorized (whether or not the issuance of any such shares or such notes, debentures, bonds, or other securities would adversely affect the dividend or voting rights of such shareholder) other than such rights, if any, as the board of directors in its discretion from time to time may grant at such price as the board of directors may fix; and the board of directors may issue shares of the Corporation or any notes, debentures, bonds, or other securities, convertible into or carrying options or warrants to purchase shares without offering any such shares, either in whole or in part, to the existing shareholders."

3.

The amendment was adopted to be effective August 1, 1989.

4.

Shareholder vote was required to adopt the amendment. There are 1000 shares of common stock outstanding and 1000 votes were entitled to be cast. 1000 votes were cast for and 0 votes cast against the amendment.

5.

The Board of Directors approved the amendment by unanimous consent on August 1, 1989.

Executed by:	/s/  MICHAEL KEEGAN Michael Keegan, Vice President
	/s/  SUSANNE RESNICK Susanne Resnick, Secretary

STATE OF CALIFORNIA	)
	)	ss.
COUNTY OF LOS ANGELES	)

        I, Susanne Resnick, being first duly sworn, do hereby declare and say that I am the secretary of TEMT Alaska, Inc., that the above persons did execute this document, and that the information stated herein is true and correct.

/s/  SUSANNE RESNICK

        Subscribed and sworn to before me this 8^th day of November, 1989.

/s/  [ILLEGIBLE] Notary Public for California
My commission expires:

[NOTARY SEAL]

Person to contact about this filing:

David R. Gibson
Bogle & Gates
1400 KOIN Center
222 S.W. Columbia
Portland, Oregon 97201
(503) 222-1515

FILED FOR RECORD
STATE OF ALASKA
JUL 09 1984
DEPARTMENT OF COMMERCE
& ECONOMIC DEVELOPMENT

ALASKA

ARTICLES OF INCORPORATION

OF

TEMT Alaska, Inc.

        The undersigned natural persons of the age of nineteen years or more, acting as incorporators of a corporation under the Alaska Business Corporation Act (AS 10.05) adopt the following Articles of Incorporation:

ARTICLE I

        The name of the corporation is TEMT Alaska, Inc.

ARTICLE II

        The period of duration is perpetual.

ARTICLE III

        The purpose or purposes for which the corporation is organized are:

        To acquire by purchase or otherwise, exhibit, distribute, lease, sell, dispose of, and deal in and with, motion pictures and sound reproductions of all kinds.

        To build, lease, purchase or otherwise acquire, maintain, improve, use, operate, mortgage, lease as lessor, sell, dispose of, and deal in and with, theatres, buildings, structures, properties of all kinds, materials, machinery, equipment, cameras, lenses, film, projectors, photographic equipment, sound recording and reproducing machines, records, tapes, and supplies of all kinds used in connection with any of the foregoing.

ARTICLE IV

        The aggregate number of shares which the corporation shall have authority to issue is two thousand (2,000) divided into one thousand (1,000) shares of voting stock without par value and one thousand (1,000) shares of non-voting stock without par value.

        The preferences, limitations and relative rights in respect of the shares of each class are as follows: None.

ARTICLE V

        The address of this corporation's initial registered office shall be c/o C T Corporation System, 210 Ferry Way, 2nd Floor, Juneau, Alaska 99801 and the name of its registered agent at such address shall be C T CORPORATION SYSTEM.

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ARTICLE VI

        The number of directors constituting the initial board of directors shall be three (3). The names and addresses (including street and number) of those persons each of whom shall serve as a director until the first annual meeting of shareholders or until his or her successor is elected and qualified are:

Names	Addresses
Thomas P. Moyer	919 S.W. Taylor, Suite 900 Portland, OR 97205
Marilyn Moyer	919 S.W. Taylor, Suite 900 Portland, OR 97205
Clifford B. Alterman	1300 Bank of California Tower, 707 S.W. Washington Portland, OR 97205

ARTICLE VII

        The name and address of each alien affiliate: None.

ARTICLE VII

        The name and address of each of the incorporators is:

Names	Addresses
C. D. Axelsen	1218 Third Avenue Seattle, WA 98101
S. L. Johnson	1218 Third Avenue Seattle, WA 98101

        IN WITNESS WHEREOF, The undersigned incorporators have executed these Articles of Incorporation in duplicate, this 2nd day of July, 1984.

/s/  C.D. AXELSEN C.D. Axelsen

/s/  S. L. JOHNSON S. L. Johnson

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STATE OF WASHINGTON

COUNTY OF KING

        I, J. P. Stuart Stout, a notary public, do hereby, certify that on this 2nd day of July, 1984, personally appeared before me C. D. Axelsen and S. L. Johnson, who each being by me first duly sworn, severally declared that they are the persons who signed the foregoing document as incorporators, and that the statements therein contained are true.

/s/  J. P. STUART STOUT J. P. Stuart Stout
Notary Public

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ALASKA

STATEMENT OF CODES

DESCRIBING CORPORATE PURPOSES

        Pursuant to the provisions of Section 10.05.259 of the Alaska Business Corporation Act, the undersigned, acting as incorporator of TEMT Alaska, Inc., states that the Standard Industrial Classification codes which most closely describe the activities in which the corporation will initially engage are 7830 and that such codes reflect the purposes sat forth in Article III of the Articles of Incorporation.

/s/  C. D. AXELSEN C. D. Axelsen (Incorporator)

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Exhibit 3.23

ARTICLES OF AMENDMENT FOR TEMT ALASKA, INC.
ALASKA ARTICLES OF INCORPORATION OF TEMT Alaska, Inc.
ALASKA STATEMENT OF CODES DESCRIBING CORPORATE PURPOSES

EX-3.24

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Exhibit 3.24

BYLAWS

OF

TEMT ALASKA, INC.,

an Alaska corporation

July 23, 1984

ARTICLE I

SHAREHOLDERS

        Section 1.    The annual meeting of the shareholders shall be held during August or such other time and place determined and lawfully noticed by the Board of Directors to elect Directors and transact other business.

        Section 2.    Special meetings of the shareholders may be called at any time by the Chairman of the Board, the President, any Director, or by shareholders holding one hundred percent of the outstanding stock.

ARTICLE II

DIRECTORS

        Section 1.    The corporation shall be managed by one Director, or such other number fixed by the Board of Directors.

        Section 2.    The annual meeting of the Directors shall immediately follow adjournment of the annual shareholders' meeting without notice other than this Bylaw, to elect officers and transact other business.

        Section 3.    Special meetings of the Board of Directors may be called by the Chairman of the Board, the President, or by two members of the Board. Special meetings of the Board may be held without notice by unanimous consent of the Directors.

        Section 4.    A majority of the Directors shall constitute a quorum.

        Section 5.    Vacancies on the Board may be filled by the remaining Directors, or if there are none, by a majority of shareholders.

        Section 6.    The Directors may, if there are three or more, by resolution appoint two or more members of the Board as an executive committee to exercise all powers permitted by statute.

ARTICLE III

OFFICERS

        Section 1.    The officers of this corporation shall include a President and a Secretary, and any others the Board may appoint. Officers shall serve at the pleasure of the Board of Directors.

        Section 2.    The President shall preside at all Directors' and shareholders' meetings in the absence of a Chairman of the Board, have general supervision of the affairs of the corporation, sign all stock certificates, have authority to make and execute any and all agreements and obligations on behalf of the corporation, including without limitation purchases, mortgages, notes, security agreements, financing statements, and sales and agreements to sell, all without the signature of any other officer of the corporation, and to perform such other duties as are incident to this office.

        Section 3.    The Secretary shall perform such duties as may be required by statute or designated by the Board or President.

        Section 4.    Other officers shall have such duties as may be given to them from time to time by the President or Board of Directors.

ARTICLE IV

AMENDMENTS

        These Bylaws may be amended by a majority of the Directors or by one hundred percent of the shareholders at any meeting called from that purpose or agreed to in writing by all Directors or shareholders.

MINUTES

        Of the annual meeting of the stockholders and directors of Temt Alaska, Inc., held at the office of the company on April 15, 1988, at the hour of 12:00 noon.

        Present: Thomas P. Moyer, representing Eastgate Theatre, Inc., the sole stockholder, Timothy P. Moyer and Kimberly Kassab.

        Thomas P. Moyer acted as Chairman of the meeting and Kimberly Kassab as Secretary.

        Mr. Moyer stated that the purpose of the meeting was to fill the vacancy on the Board of Directors and in the office of Secretary-Treasurer due to the recent death of Marilyn L. Moyer and to increase the number of directors of the corporation from one to three and to consider the election of directors and officers of the corporation for the ensuing year.

        Upon motion approved by the sole shareholder, the following resolution was unanimously adopted:

        "RESOLVED, that Article II, Section 1, of the Bylaws of Temt Alaska, Inc., shall be amended to read:

        "ARTICLE II

        Section 1. The corporation shall be managed by three Directors, or such other number fixed by the Board of Directors."

        Thereupon, after discussion, the following individuals were placed in nomination and unanimously elected to serve as directors of the company and until their successors are elected and qualified, namely:

Thomas P. Moyer
Timothy P. Moyer
Kimberly Kassab

        Thereupon, the directors proceeded to the nomination and election of officers and after discussion, upon motion duly made and seconded, the following individuals were unanimously elected to the office set forth opposite the name of each such individual, namely:

Thomas P. Moyer	Chairman of the Board and Chief Executive Officer
Timothy P. Moyer	President
Walter S. Aman	Executive Vice-President and Chief Financial Officer
Thomas Peter Moyer	Vice-President
Kimberly Kassab	Secretary-Treasurer

        There being no further business, the meeting adjourned.

/s/  KIMBERLY KASSAB Secretary

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WRITTEN CONSENT
OF
THE SOLE DIRECTOR
OF
TEMT ALASKA, INC.
(an Alaska corporation)

        Pursuant to Section 10.05.199(b) of the Alaska Business Corporation Act, the undersigned, being the sole director of TEMT Alaska, Inc., an Alaska corporation (the "Corporation"), DOES HEREBY ADOPT the following resolution and DOES HERE CONSENT to the taking of the action therein set forth.

Increase in Number of Authorized Directors.

        WHEREAS, Article II, Section 1 of the Bylaws states that the Corporation shall be managed by one director or such other number fixed by the Board of Directors.

        NOW, THEREFORE, BE IT RESOLVED, that the number of authorized directors be increased to three (3).

        RESOLVED FURTHER that the following named persons be, and they hereby are, elected to the Board of Directors to fill the directorships created pursuant to the resolution hereinabove, each to hold office until his respective successor is duly elected and qualified:

Michael B. Keegan
Warren J. Spector

        The execution of this Consent shall constitute a written waiver of notice required by the Oregon Business Corporation Act or this Corporation's Articles of Incorporation or Bylaws.

May 1, 1989
/s/  THOMAS B. MCGRATH Thomas B. McGrath

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Exhibit 3.24

BYLAWS OF TEMT ALASKA, INC., an Alaska corporation
ARTICLE I
SHAREHOLDERS
ARTICLE II
DIRECTORS
ARTICLE III
OFFICERS
ARTICLE IV
AMENDMENTS
MINUTES
WRITTEN CONSENT OF THE SOLE DIRECTOR OF TEMT ALASKA, INC. (an Alaska corporation)

EX-3.25

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Exhibit 3.25

[STAMP]
F I L E D
IN THE OFFICE OF THE SECRETARY
OF STATE OF THE STATE OF OREGON
DEC 20 1989
CORPORATION DIVISION

ARTICLES OF AMENDMENT
FOR
J.R. CINEMAS, INC.

Registry Number:    111282-12

Date of Incorporation:    August 6, 1975

1.

The name of the corporation is J.R. Cinemas, Inc.

2.

Article VII is hereby added to the corporation's articles of incorporation to read as follows:

        "Article VII

        "No shareholder of the Corporation shall, by reason of his holding shares of any class, have any preemptive or preferential rights to purchase or subscribe to any shares of the Corporation now or hereafter to be authorized, or any notes, debentures, bonds, or other securities convertible into or carrying options or warrants to purchase shares of any class now or hereafter to be authorized (whether or not the issuance of any such shares or such notes, debentures, bonds, or other securities would adversely affect the dividend or voting rights of such shareholder) other than such rights, if any, as the board of directors in its discretion from time to time may grant and at such price as the board of directors may fix; and the board of directors may issue shares of the Corporation or any notes, debentures, bonds, or other securities, convertible into or carrying options or warrants to purchase shares without offering any such shares, either in whole or in part, to the existing shareholders."

3.

The amendment was adopted to be effective August 1, 1989.

4.

Shareholder vote was required to adopt the amendment. There are 100 shares of common stock outstanding and 100 votes were entitled to be cast. 100 votes were cast for and 0 votes cast against the amendment.

/s/  MICHAEL KEEGAN Michael Keegan, Vice President

Person to contact about this filing:

David R. Gibson
Bogle & Gates
1400 KOIN Center
222 S.W. Columbia
Portland, Oregon 97201
(503) 222-1515

File No. 111282
FILED
IN THE OFFICE OF THE CORPORATION
COMMISSIONER OF THE STATE OF OREGON
AUG - 6 1975
FRANK J. HEALY
CORPORATION COMMISSIONER

ARTICLES OF INCORPORATION

OF

J. R. CINEMAS, INC.

        KNOW ALL MEN BY THESE PRESENTS, That GEORGE W. MEAD, JR., a citizen of the United States and citizen and resident of the State of Oregon, desiring to incorporate and to form a corporation under and pursuant to the laws of the State of Oregon relating to private corporations, for the purpose of engaging in the enterprise, business, pursuit and occupation hereinafter in these articles of incorporation set forth, does hereby make, execute, adopt, subscribe and acknowledge, in duplicate, the following articles of incorporation, to-wit:

ARTICLE I

        The name assumed by this corporation and by which it shall be known shall be "J. R. CINEMAS, INC." and the term of its existence shall be unlimited as to time.

ARTICLE II

        The object, business and pursuit for which this corporation is formed and organized and for which it proposes to engage are as follows:

        (1)  To engage in the business of owning, leasing and operating theatres of all kinds and nature and to engage in the entertainment and amusement business.

        (2)  To acquire, hold, own, use, rent, enjoy, possess, improve, mortgage, pledge, and dispose of real and personal and mixed property of every kind and character;

        (3)  To acquire, buy, rent, lease, deal in, and to own, use, sell and otherwise dispose of lands, buildings, machinery, tools, appliances, merchandise and materials of all descriptions, and to acquire, own, hold, lease, exchange, sell, mortgage and otherwise deal in and dispose of chattels, notes, bonds, mortgages, and securities and personal property of every character and description;

        (4)  To purchase, receive, lease or otherwise acquire and to own, use, hold, sell, convey, exchange, lease, mortgage, improve, develop, manage, operate and otherwise handle and dispose of real estate and real property and any and all interests or rights in real property, and to collect, use and dispose of the income or profits from any thereof;

        (5)  To make, enter into, perform and carry out contracts for constructing, building, altering, improving, repairing, maintaining, furnishing, and operating machines, devices, equipment and apparatus of every kind and description, and to enter into agreements of all kinds with builders, contractors, agents, property owners and others, public and private, for all or any of the objects and purposes in these articles mentioned;

        (6)  To borrow money on the credit of the corporation and to issue evidences of indebtedness and to secure the same by mortgage, pledge or otherwise;

        (7)  To purchase, acquire, hold, sell, assign, or otherwise dispose of shares of capital stock of other corporations and to exercise in respect thereof all the rights, powers and privileges of individual owners

or holders thereof and all voting powers in respect thereof, and to purchase or otherwise acquire shares of its own capital stock, and to own, hold and dispose of the same for any and all lawful purposes.

        (8)  And generally to do everything necessary or appropriate for the transaction of the business of the corporation and anything which a natural person might lawfully do in connection with any of the foregoing, with all the powers and authority now or hereafter conferred by law upon private corporations.

ARTICLE III

        The place where this corporation shall have its registered office and place of business shall be 1211 Public Service Building, Portland, Oregon 97204, and the name of its initial registered agent at this address shall be George W. Mead, Jr.

ARTICLE IV

        The capital stock of this corporation shall consist of 100 shares of common stock with no par value and the amount of capital to be paid in before this corporation shall begin business shall be the sum of One Thousand and No/100 ($1,000.00) Dollars.

ARTICLE V

        The number of directors constituting the initial board of directors of the corporation shall be three (3) in number and the names and addresses of the persons who are to serve as directors until the first annual meeting of shareholders or until their successors be elected and qualified are as follows:

William Spencer
919 S. W. Taylor, Room 600
Portland, Oregon 97205


Thomas P. Moyer
919 S. W. Taylor, Room 600
Portland, Oregon 97205


Marilyn L. Moyer
919 S. W. Taylor, Room 600
Portland, Oregon 97205

ARTICLE VI

        The name and address of the corporator is as follows:

George W. Mead, Jr.
1211 Public Service Building
Portland, Oregon 97204

        IN WITNESS WHEREOF, to these Articles of Incorporation in duplicate, I, the incorporator, have hereunto set my hand and seal this 5th day of August, 1975.

/s/  GEORGE W. MEAD
(SEAL)

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STATE OF OREGON	)
	: ss.
County of Multnomah	)

        I, GEORGE W. MEAD, JR., being first duly sworn, depose and say:

        That I am of the age of more than twenty-one years and the incorporator who executed the foregoing Articles of Incorporation and that the foregoing Articles of Incorporation are true as I verily believe.

/s/  GEORGE W. MEAD

        Subscribed and sworn to before me this 5th day of August, 1975.

/s/  MARY MCHENRY Notary Public for Oregon
My Commission Expires:
February 9, 1977

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Exhibit 3.25

ARTICLES OF AMENDMENT FOR J.R. CINEMAS, INC.
ARTICLES OF INCORPORATION OF J. R. CINEMAS, INC.
ARTICLE I
ARTICLE II
ARTICLE III
ARTICLE IV
ARTICLE V
ARTICLE VI

EX-3.26

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Exhibit 3.26

AMENDED AND RESTATED BYLAWS
OF
J.R. CINEMAS, INC.

I

        The annual meeting of the stockholders of J.R. CINEMAS, INC. (the "Company"), shall be held at its principal office in the City of Portland, State of Oregon, on the second Monday of January in each year at the hour of two o'clock P.M., or at such other time and place within the State of Oregon as may be stated in a notice of the meeting as prescribed by the directors. In case the annual meeting shall not be held at the time herein specified, the annual election of directors may be held at any later meeting of the stockholders. Notice of all meetings, except the annual meeting, of the stockholders shall be mailed to each stockholder at least five days previous to the time fixed for such meeting, but such meeting may be held at any time upon the written consent of all of the stockholders without notice, or in case all of the stockholders are present, without said written consent.

II

        Special meetings of the stockholders of the Company may be called at any time by the board of directors, or by any number of the stockholders holding together one-third of the capital stock of the Company. Notice of the time and place of such meeting of the stockholders shall be mailed at least five days previous thereto to each stockholder of record who shall have furnished a written address to the Secretary of the Company for that purpose; but all actions and proceedings of the stockholders at meetings without notice or defectively noticed, shall be valid and effective if all stockholders are present, or if notice is waived or if the action taken is authorized in writing or ratified after the meeting by all of the stockholders. Notice of any stockholders meeting shall be signed by the president, vice-president or secretary or treasurer of the Company; but notice of such meeting called by the stockholders may be signed by the stockholders making such call.

III

        The holders of a majority of the stock of the Company must be present in person or by proxy at each meeting of the stockholders to constitute a quorum, less than such quorum, having power to adjourn. At all meetings of stockholders each stockholder there in person or by proxy shall be entitled to as many votes as he holds shares of stock in his own name. All proxies shall be in writing and filed with the secretary.

IV

        Meetings of the stockholders shall be presided over by the president, or if he is not present, by the vice-president, or if neither the president nor a vice-president is present, by a chairman to be elected at the meeting. The secretary of the Company shall act as secretary of the meetings if present, if absent, any other person may be chosen as secretary of the meeting.

V

        The affairs of the Company shall be managed by, and its corporate powers vested in a board of three directors, a majority of whom shall constitute a quorum for the transaction of business. They shall be elected at the annual meeting of the stockholders or as soon thereafter as practicable, and shall hold office until their successors are elected and qualified. The action of a majority of the directors, although not at a regularly called meeting, if the record thereof be assented to in writing by all the other members of the board, shall always be as valid and effective in all respects as if passed by the board in regular meeting assembled.

        The stockholders at any meeting by a two-thirds vote of all outstanding stock may remove any director without cause assigned and fill the vacancy. Any vacancy not caused by such a removal may be

filled by the board, except vacancies arising from an increase in the number of directors, which vacancies so arising shall be filled at a meeting of the stockholders.

VI

        Meetings of the board of directors shall be held at times fixed by resolution of the board or upon call of the president or vice-president, and the secretary or other officer performing his duties, shall give reasonable notice of all meetings of directors; providing that a meeting may be held without notice immediately after the annual election and at the same place, and notice need not be given of regular meetings held at times fixed by resolution of the board; and by written consent of all the directors meetings may be held at any time and at any place without call or notice.

VII

        The board of directors, as soon as may be after the election in each year, shall elect a president; a vice-president, a secretary and a treasurer; none of such officers need be a member of the board. Said board shall also from time to time appoint such other officers as it shall deem necessary and proper. The same person, may be appointed to more than one office.

VIII

        The term of office of each officer shall be for one year and until his respective successor is appointed and qualified; but any officer may be removed from office at any time by the board of directors or by vote of the holders of a majority of the outstanding capital stock.

IX

        The officers of the Company shall have such duties as generally pertain to their respective offices, as well as such powers and duties as from time to time shall be conferred by the board of directors.

X

        No officer or director as such shall be entitled to any salary or compensation for any services performed by him for the Company, unless such salary or compensation be voted him by the board of directors.

XI

        An officer or director of this Company shall not be disqualified by his office from contracting with the company, either as vendor, purchaser or otherwise, nor shall any such contract or any contract or arrangement entered into by or on behalf of the Company in which any officer or director shall be in any way interested, be avoided on that account or by reason of the fact that any firm of which such officer or director is a member, or any corporation in which such officer or director is a shareholder or director, shall be interested therein, provided such contract shall have been ratified or approved by the affirmative vote of a majority in amount of the capital stock of the Company; nor shall any officer or director so contracting or so interested be liable to account to the Company for any profit realized by him from or through any such contract or arrangement so ratified or approved by the stockholders in the manner aforesaid.

XII

        The stock certificates shall be of such form and devise as the board of directors may prescribe and shall be signed by the president and by the secretary. The stock of the Company shall be transferable or assignable only upon the books of the company by the holder in person or by attorney, on the surrender of the certificate thereof, and the certificate shall state upon the face thereof that the stock is transferable only upon the books of the corporation. The board of directors may appoint such transfer agents and registrars of stock as to them may seem expedient.

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XIII

        These Amended and Restated Bylaws may be altered or amended by the vote of the majority in interest of the stockholders at any annual meeting of the stockholders, or at any special meeting thereof duly called for the purpose.

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Exhibit 3.26

EX-3.27

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Exhibit 3.27

[STAMP]
F I L E D
IN THE OFFICE OF THE SECRETARY
OF STATE OF THE STATE OF OREGON
DEC 20 1989
CORPORATION DIVISION

ARTICLES OF AMENDMENT
FOR
EASTGATE THEATRE, INC.

Registry Number:	077369-11
Date of Incorporation:	January 17, 1966

1.

The name of the corporation is Eastgate Theatre, Inc.

2.

Article VII is hereby added to the corporation's articles of incorporation to read as follows:

        "Article VII

        "No shareholder of the Corporation shall, by reason of his holding shares of any class, have any preemptive or preferential rights to purchase or subscribe to any shares of the Corporation now or hereafter to be authorized, or any notes, debentures, bonds, or other securities convertible into or carrying options or warrants to purchase shares of any class now or hereafter to be authorized (whether or not the issuance of any such shares or such notes, debentures, bonds, or other securities would adversely affect the dividend or voting rights of such shareholder) other than such rights, if any, as the board of directors in its discretion from time to time may grant at such price as the board of directors may fix; and the board of directors may issue shares of the Corporation or any notes, debentures, bonds, or other securities, convertible into or carrying options or warrants to purchase shares without offering any such shares, either in whole or in part, to the existing shareholders."

3.

The amendment was adopted to be effective August 1, 1989.

4.

Shareholder vote was required to adopt the amendment. There are 95,442 shares of preferred stock outstanding and 38,708 shares of common stock outstanding. Each share of stock was entitled to one vote. 134,150 votes were cast for and 0 votes cast against the amendment.

	/s/  MICHAEL KEEGAN Michael Keegan, Vice President
Person to contact about this filing:
David R. Gibson Bogle & Gates 1400 KOIN Center 222 S.W. Columbia Portland, Oregon 97201 (503) 222-1515

ARTICLES OF AMENDMENT
TO
ARTICLES OF INCORPORATION
OF
EASTGATE THEATRE, INC.

        Pursuant to ORS 57.370, the following Articles of Amendment to its Articles of Incorporation are duly signed on behalf of Eastgate Theatre, Inc.:

        1.    The name of the corporation prior to this amendment is Eastgate Theatre, Inc.

        2.    The following amendment to the Articles of Incorporation of Eastgate Theatre, Inc. was unanimously adopted by its shareholders on June 17, 1983.

        Article IV is hereby amended and restated in its entirety to read as follows:

"Article IV

        The aggregate number of shares which the corporation shall have authority to issue is 140,000 voting Common Shares, without par value, and 100,000 voting Preferred Shares, without par value. The Common Shares and Preferred Shares shall have the following preferences, privileges, restrictions and relative rights:

        (A)    Preferred Dividends.    The holders of the Preferred Shares shall be entitled, pro-rata, to receive dividends thereon in the amount of $12.50 per share per annum, payable as and when declared by the Board of Directors out of funds legally available for that purpose. Such dividends shall be payable before any dividends shall be declared or paid upon the Common Shares of the corporation.

        (B)    Noncumulative.    The dividends on the Preferred Shares shall be noncumulative, so that if the corporation fails in any fiscal year to declare or pay all or a portion of such dividends on the issued and outstanding Preferred Shares, the holders of such shares shall have neither a present right to claim a dividend nor a future right to demand payment of the unpaid dividend.

        (C)    Dissolution or Liquidation.    If the corporation is voluntarily or involuntarily dissolved or liquidated, or sells substantially all of its assets, each holder of the Preferred Shares shall receive the Redemption Price [as defined in paragraph (E)] for each Preferred Share held by such Preferred Shareholder, plus all declared and unpaid dividends thereon, before any sum shall be paid to or any assets distributed among the holders of the Common Shares. After such payment to the holders of the Preferred Shares, the remaining assets and funds of the corporation shall be divided among and paid to the holders of the Common Shares in proportion to their respective holdings of such shares. If, upon such dissolution, liquidation or sale of assets, the assets thus distributed among the holders of the Preferred Shares are insufficient to permit the payment to them of the full preferential amounts, then the entire assets of date fixed for redemption, except the right of the holders to receive the Redemption Price, without interest, on surrender of their certificate therefor.

        (E)    Redemption Price.    The Redemption Price for the Preferred Shares shall be the sum of $110 per share.

        (F)    Conversion.

        (1)    Right to Convert.    Within 90 days before the end of each calendar year, any holder of Preferred Shares may elect to convert to Common Shares the whole or any part of the outstanding Preferred Shares held by such shareholder by sending written notice to the

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corporation within the 90-day period. The notice shall set forth the number of Preferred Shares such shareholder elects to convert into Common Shares.

        (2)    Valuation of Common Shares.    Upon receiving notice of the election, the Board of Directors shall cause an appraisal of the corporation's value to determine and establish the "fair market value" for the corporation's Common Shares. This appraisal may be performed by the corporate accountants in accordance with standard appraisal techniques, or by an independent appraiser, as determined by the Board of Directors. Each holder of Preferred and Common Shares shall be notified of the appraisal and shall be given ten days to respond to the Board of Directors. If a Preferred Shareholder's or Common Shareholder's response challenges the fair market value determined by the appraisal, then the Board of Directors shall order a new appraisal by an independent appraiser and the two appraisals shall be averaged together and the new value thus determined shall be used for all conversion purposes. The conversion date of the shares shall be the date that the fair market value is finally determined in the manner described above. Fair market value as used in this paragraph is deemed to be that value determined by appraisal and established by the Board of Directors as of the date fixed for redemption. In setting this value, the fair market value shall be defined as the amount at which the shares would change hands betweein a willing buyer and a willing seller, each having reasonable knowledge of all relevant facts, neither being under any compulsion to act, with equity to both.

        (3)    Conversion.    Upon electing to convert Preferred Shares into Common Shares, the holder of Preferred Shares shall, upon surrender of his or her certificates for such Preferred Shares at the office of the corporation, duly endorsed to the corporation, be entitled to receive Common Shares of the corporation with a fair market value as of the date fixed for redemption equal to the value of such Preferred Shares. For purposes of the conversion, the value of each Preferred Share shall be the Redemption Price [as defined in paragraph (E)].

        (G)    Redeemed and Converted Shares.    Preferred Shares redeemed as provided in paragraph (E) or converted as provided in paragraph (F) may not be reissued. The corporation shall at all times reserve and keep available, out of its authorized but unissued Common Shares, solely for the purpose of conversion of its Preferred Shares, such number of Common Shares as shall be sufficient to effect the conversion of all Preferred Shares from time to time outstanding. On conversion, no fractional Common Shares shall be issued, but in lieu thereof, the corporation shall pay in cash at the fair market value of the Common Shares to be issued on such conversion.

        (H)    Voting.    The Preferred Shares and Common Shares shall have full voting rights, and each Preferred Share and each Common Share shall be entitled to one vote."

        3.    The following Article V is hereby amended and restated in its entirety to read as follows:

"Article V

        The number of directors constituting the board of directors of the corporation shall be four."

        4.    The total number of shares which, at the time of the adoption of this amendment, were outstanding was 500; entitled to vote thereon were 500; voted for the amendment were 500; voted against the amendment was zero.

        5.    There were not shares of any class which were entitled to vote on such amendment as a class.

        6.    The amendment does not provide for an exchange, reclassification or cancellation of issued shares.

        7.    The amendment does not change the amount of stated capital.

3

        We, the undersigned, declare under the penalties of perjury that we have examined the foregoing and to the best of our knowledge and belief, it is true, correct and complete.

EASTGATE THEATRE, INC.
By:	/s/ [Illegible] Its President	Dated:	June 17, 1983
By:	/s/ [Illegible] Its Secretary	Dated:	June 17, 1983

4

[STAMP]
FILE NO. 77369
F I L E D
IN THE OFFICE OF THE CORPORATION
COMMISSIONER OF THE STATE OF OREGON
OCT 7 - 1971
FRANK J. HEALY
CORPORATION COMMISSIONER

ARTICLES OF AMENDMENT
to the
ARTICLES OF INCORPORATION
of
EASTGATE THEATRE, INC.

        Pursuant to the provisions of ORS 57.370 of the Oregon Business Corporation Act as amended, the undersigned corporation adopts the following Articles of Amendment to the Articles of Incorporation:

        1.    The name of the corporation is EASTGATE THEATRE, INC.

        2.    The following amendment to the Articles of Incorporation was ratified and confirmed by the stockholders of the corporation on September 28, 1971, in the manner prescribed by the Oregon Business Corporation Act:

        Article IV of the Articles of Incorporation of the corporation is amended to read as follows:

"IV.

        "The capital stock of this corporation shall consist of 500 shares of common stock without nominal or par value, and the amount of capital to be paid in before this corporation shall begin business shall be the sum of $150,000."

        3.    The number of shares of the corporation outstanding is 300. The number of shares voting for such amendment was 300 and the number of shares voting against such amendment was none.

        4.    The manner in which the amendment effects the change in the amount of stated capital and the amount of stated capital as changed by such amendment is as follows:

        The capital stock of this corporation was increased from a total authorized capital of 300 shares of no par value stock with a declared value of $100,000 to 500 shares of no par value stock with a declared value of $150,000.

Dated September 28, 1971.

EASTGATE THEATRE, INC.
By	/s/  THOMAS P. MOYER President
By	/s/  MARILYN L. MOYER Secretary

STATE OF OREGON	)
	:	ss.
County of Multnomah	)

        I, GEORGE W. MEAD, a notary public, do hereby certify that on this 28th day of September, 1971, personally appeared before me THOMAS P. MOYER and MARILYN L. MOYER, who each being by me first duly sworn, severally declared that they are the President and Secretary of EASTGATE THEATRE, INC., who signed the foregoing document as such officers of said corporation and that the statements therein contained are true.

/s/  GEORGE W. MEAD Notary Public For Oregon
My commission expires
December 29, 1973.

2

[STAMP]
FILE NO. 77369
F I L E D
IN THE OFFICE OF THE CORPORATION
COMMISSIONER OF THE STATE OF OREGON
APR 4 - 1968
FRANK J. HEALY
CORPORATION COMMISSIONER

ARTICLES OF AMENDMENT
to the
ARTICLES OF INCORPORATION
of
EASTGATE THEATRE, INC.

        Pursuant to the provisions of ORS 57.370 of the Oregon Business Corporation Act as amended, the undersigned corporation adapts the following Articles of Amendment to the Articles of Incorporation:

        1.    The name of the corporation is EASTGATE THEATRE, INC.

        2.    The following amendment to the Articles of Incorporation was adopted by the shareholders of the corporation on March 25, 1968, in the manner prescribed by the Oregon Business Corporation Act:

        Article IV of the Articles of Incorporation of the company is amended to read as follows:

"IV

        The capital stock of this corporation shall consist of 300 shares of common stock without nominal or par value and the amount of capital to be paid in before this corporation shall begin business shall be the sum of $100,000.00."

        3.    The number of shares of the corporation outstanding at the time of such adoption is 100. The number of shares voting for such amendment was 100 and the number of shares voting against such amendment was none.

        4.    The manner in which the amendment affects the change in the amount of stated capital and the amount of stated capital as changed by such amendment is as follows:

        The capital stock of this corporation was increased from a total authorized capital of 100 shares of no par value stock with a declared value of $50,000.00 to 300 shares of no par value stock with a declared value of $100,000.00.

Dated March 25, 1968.

EASTGATE THEATRE, INC.
By	/s/  THOMAS P. MOYER President
By	/s/  MARILYN L. MOYER Secretary

STATE OF OREGON	)
	:	ss.
County of Multnomah	)

        I, MARY McHENRY, a notary public, do hereby certify that on this 25th day of March, 1968, personally appeared before me THOMAS P. MOYER and MARILYN L. MOYER who each being by me first duly sworn, severally declared that they are the President and Secretary of EASTGATE THEATRE, INC., who signed the foregoing document as such officers of said corporation and that the statements therein contained are true.

/s/  MARY MCHENRY Notary Public For Oregon
My Commission Expires:
February 9, 1969

2

[STAMP]
FILE NO. 77369
F I L E D
IN THE OFFICE OF THE CORPORATION
COMMISSIONER OF THE STATE OF OREGON
JAN 17 - 1966
FRANK J. HEALY
CORPORATION COMMISSIONER

ARTICLES OF INCORPORATION

OF

EASTGATE THEATRE, INC.

        KNOW ALL MEN BY THESE PRESENTS, That THOMAS P. MOYER, MARILYN MOYER and LUCILLE WHITING, citizens of the United States and citizens and residents of the State of Oregon, desiring to incorporate ourselves and to form a corporation under and pursuant to the laws of the State of Oregon relating to private corporations, for the purpose of engaging in the enterprise, business, pursuit and occupation hereinafter in these articles of incorporation set forth, do hereby make, execute, adopt, subscribe and acknowledge, in duplicate, the following articles of incorporation, to-wit:

ARTICLE I

        The name assumed by this corporation and by which it shall be known shall be "EASTGATE THEATRE, INC.", and the term of its existence shall be unlimited as to time.

ARTICLE II

        The object, business and pursuit for which this corporation is formed and organized and for which it proposes to engage are as follows:

        (1)  To engage in the business of owning, leasing and operating of theatres of all kinds and nature and to engage in the entertainment and amusement business.

        (2)  To acquire, hold, own, use, rent, enjoy, possess, improve, mortgage, pledge, and dispose of real and personal and mixed property of every kind and character;

        (3)  To acquire, buy, rent, lease, deal in, and to own, use, sell and otherwise dispose of lands, buildings, machinery, tools, appliances, merchandise and materials of all descriptions, and to acquire, own, hold, lease, exchange, sell, mortgage and otherwise deal in and dispose of chattels, notes, bonds, mortgages, and securities and personal property of every character and description;

        (4)  To purchase, receive, lease or otherwise acquire and to own, use, hold, sell, convey, exchange, lease, mortgage, improve, develop, manage, operate and otherwise handle and dispose of real estate and real property and any and all interests or rights in real property, and to collect, use and dispose of the income or profits from any thereof;

        (5)  To make, enter into, perform and carry out contracts for constructing, building, altering, improving, repairing, maintaining, furnishing, and operating machines, devices, equipment and apparatus of every kind and description, and to enter into agreements of all kinds with builders, contractors, agents, property owners and others, public and private, for all or any of the objects and purposes in these articles mentioned;

        (6)  To borrow money on the credit of the corporation and to issue evidences of indebtedness and to secure the same by mortgage, pledge or otherwise;

        (7)  To purchase, acquire, hold, sell, assign, or otherwise dispose of shares of capital stock of other corporations and to exercise in respect thereof all the rights, powers and privileges of individual owners or holders thereof and all voting powers in respect thereof, and to purchase or

otherwise acquire shares of its own capital stock, and to own, hold and dispose of the same for any and all lawful purposes.

        (8)  And generally to do everything necessary or appropriate for the transaction of the business of the corporation and anything which a natural person might lawfully do in connection with any of the foregoing, with all the powers and authority now or hereafter conferred by law upon private corporations.

ARTICLE III

        The place where this corporation shall have its registered office and place of business shall be 909 N. W. 19th Avenue, Portland, Oregon, and the name of its initial registered agent at this address shall be Thomas P. Moyer.

ARTICLE IV

        The capital stock of this corporation shall consist of 100 shares of common stock without nominal or par value and the amount of capital to be paid in before this corporation shall begin business shall be the sum of Fifty Thousand Dollars ($50,000.00).

ARTICLE V

        The number of directors constituting the initial board of directors of the corporation shall be three (3) in number and the names and addresses of the persons who are to serve as directors until the first annual meeting of shareholders or until their successors be elected and qualified are as follows:

Thomas P. Moyer
909 N. W. 19th Avenue
Portland, Oregon

Irving Benveniste
9045 S. W. Barbur Boulevard
Portland, Oregon

Marilyn Moyer
909 N. W. 19th Avenue
Portland, Oregon

ARTICLE VI

        The name and address of each corporator is as follows:

Thomas P. Moyer
909 N. W. 19th Avenue
Portland, Oregon

Marilyn Moyer
909 N. W. 19th Avenue
Portland, Oregon

Lucille Whiting
909 N. W. 19th Avenue
Portland, Oregon

2

        IN WITNESS WHEREOF, to these Articles of Incorporation in duplicate, we, the incorporators, have hereunto set our hands and seals this 13th day of January, 1966.

/s/  THOMAS P. MOYER	(SEAL)
/s/  MARILYN MOYER	(SEAL)
/s/  LUCILLE WHITING	(SEAL)

STATE OF OREGON	)
	:	ss.
County of Multnomah	)

        I, THOMAS P. MOYER, MARILYN MOYER and LUCILLE WHITING, being first duly sworn, depose and say:

        That I am of the age of more than twenty-one years and one of the incorporators who executed the foregoing Articles of Incorporation and that the foregoing Articles of Incorporation are true as I verily believe.

/s/  THOMAS P. MOYER

/s/  MARILYN MOYER

/s/  LUCILLE WHITING

        Subscribed and sworn to before me this 13th day of January, 1966.

/s/  MARY MCHENRY Notary Public for Oregon
My Commission Expires:
February 9, 1969

3

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Exhibit 3.27

ARTICLES OF AMENDMENT FOR EASTGATE THEATRE, INC.
ARTICLES OF AMENDMENT TO ARTICLES OF INCORPORATION OF EASTGATE THEATRE, INC.
"Article IV
"Article V
ARTICLES OF AMENDMENT to the ARTICLES OF INCORPORATION of EASTGATE THEATRE, INC.
ARTICLES OF AMENDMENT to the ARTICLES OF INCORPORATION of EASTGATE THEATRE, INC.
ARTICLES OF INCORPORATION OF EASTGATE THEATRE, INC.
ARTICLE I
ARTICLE II
ARTICLE III
ARTICLE IV
ARTICLE V
ARTICLE VI

EX-3.28

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Exhibit 3.28

AMENDED AND RESTATED BYLAWS
OF
EASTGATE THEATRE, INC.

I

        The annual meeting of the stockholders of EASTGATE THEATRE, INC. (the "Company"), shall be held at its principal office in the City of Portland, State of Oregon, on the second Monday of January in each year at the hour of two o'clock P.M., or at such other time and place within the State of Oregon as may be stated in a notice of the meeting as prescribed by the directors. In case the annual meeting shall not be held at the time herein specified, the annual election of directors may be held at any later meeting of the stockholders. Notice of all meetings, except the annual meeting, of the stockholders shall be mailed to each stockholder at least five days previous to the time fixed for such meeting, but such meeting may be held at any time upon the written consent of all of the stockholders without notice, or in case all of the stockholders are present, without said written consent.

II

        Special meetings of the stockholders of the Company may be called at any time by the board of directors, or by any number of the stockholders holding together one-third of the capital stock of the Company. Notice of the time and place of such meeting of the stockholders shall be mailed at least five days previous thereto to each stockholder of record who shall have furnished a written address to the Secretary of the Company for that purpose; but all actions and proceedings of the stockholders at meetings without notice or defectively noticed, shall be valid and effective if all stockholders are present, or if notice is waived or if the action taken is authorized in writing or ratified after the meeting by all of the stockholders. Notice of any stockholders meeting shall be signed by the president, vice-president or secretary or treasurer of the company; but notice of such meeting called by the stockholders may be signed by the stockholders making such call.

III

        The holders of a majority of the stock of the Company must be present in person or by proxy at each meeting of the stockholders to constitute a quorum, less than such quorum, having power to adjourn. At all meetings of stockholders each stockholder there in person or by proxy shall be entitled to as many votes as he holds shares of stock in his own name. All proxies shall be in writing and filed with the secretary.

IV

        Meetings of the stockholders shall be presided over by the president, or if he is not present, by the vice-president, or if neither the president nor a vice-president is present, by a chairman to be elected at the meeting. The secretary of the Company shall act as secretary of the meetings if present, if absent, any other person may be chosen as secretary of the meeting.

V

        The affairs of the Company shall be managed by, and its corporate powers vested in a board of four directors, a majority of whom shall constitute a quorum for the transaction of business. They shall be elected at the annual meeting of the stockholders or as soon thereafter as practicable, and shall hold office until their successors are elected and qualified. The action of a majority of the directors, although not at a regularly called meeting, if the record thereof be assented to in writing by all the other members of the board, shall always be as valid and effective in all respects as if passed by the board in regular meeting assembled.

        The stockholders at any meeting by a two-thirds vote of all outstanding stock may remove any director without cause assigned and fill the vacancy. Any vacancy not caused by such a removal may be

filled by the board, except vacancies arising from an increase in the number of directors, which vacancies so arising shall be filled at a meeting of the stockholders.

VI

        Meetings of the board of directors shall be held at times fixed by resolution of the board or upon call of the president or vice-president, and the secretary or other officer performing his duties, shall give reasonable notice of all meetings of directors; providing that a meeting may be held without notice immediately after the annual election and at the same place, and notice need not be given of regular meetings held at times fixed by resolution of the board; and by written consent of all the directors meetings may be held at any time and at any place without call or notice.

VII

        The board of directors, as soon as may be after the election in each year, shall elect a president; a vice-president, a secretary and a treasurer; none of such officers need be a member of the board. Said board shall also from time to time appoint such other officers as it shall deem necessary and proper. The same person, may be appointed to more than one office.

VIII

        The term of office of each officer shall be for one year and until his respective successor is appointed and qualified; but any officer may be removed from office at any time by the board of directors or by vote of the holders of a majority of the outstanding capital stock.

IX

        The officers of the Company shall have such duties as generally pertain to their respective offices, as well as such powers and duties as from time to time shall be conferred by the board of directors.

X

        No officer or director as such shall be entitled to any salary or compensation for any services performed by him for the Company, unless such salary or compensation be voted him by the board of directors.

XI

        An officer or director of this Company shall not be disqualified by his office from contracting with the company, either as vendor, purchaser or otherwise, nor shall any such contract or any contract or arrangement entered into by or on behalf of the company in which any officer or director shall be in any way interested, be avoided on that account or by reason of the fact that any firm of which such officer or director is a member, or any corporation in which such officer or director is a shareholder or director, shall be interested therein, provided such contract shall have been ratified or approved by the affirmative vote of a majority in amount of the capital stock of the Company; nor shall any officer or director so contracting or so interested be liable to account to the Company for any profit realized by him from or through any such contract or arrangement so ratified or approved by the stockholders in the manner aforesaid.

XII

        The stock certificates shall be of such form and devise as the board of directors may prescribe and shall be signed by the president and by the secretary. The stock of the Company shall be transferable or assignable only upon the books of the company by the holder in person or by attorney, on the surrender of the certificate thereof, and the certificate shall state upon the face thereof that the stock is transferable only upon the books of the corporation. The board of directors may appoint such transfer agents and registrars of stock as to them may seem expedient.

2

XIII

        These Amended and Restated Bylaws may be altered or amended by the vote of the majority in interest of the stockholders at any annual meeting of the stockholders, or at any special meeting thereof duly called for the purpose.

3

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Exhibit 3.28

AMENDED AND RESTATED BYLAWS OF EASTGATE THEATRE, INC.

EX-3.29

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Exhibit 3.29

STATE OF DELAWARE
SECRETARY OF STATE
DIVISION OF CORPORATIONS
FILED 11:15 AM 03/24/2000
001150598 - 3200146

CERTIFICATE OF INCORPORATION

OF

REGAL CINEMAS HOLDINGS, INC.

        The undersigned, in order to form a corporation for the purpose hereinafter stated, under and pursuant to the provisions of the Delaware General Corporation Law, hereby certifies that:

FIRST.    The name of the corporation is Regal Cinemas Holdings, Inc.

SECOND.    The address of the corporation's registered office in the State of Delaware is Corporation Trust Center, 1209 Orange Street, Wilmington, New Castle County, Delaware 19801. The name of its registered agent at such address is The Corporation Trust Company.

THIRD.    The purpose of the corporation is to engage in any lawful act or activity for which corporations may be organized under the Delaware General Corporation Law.

FOURTH.    The total number of shares of stock which the corporation shall have authority to issue is 1,000 shares of common stock, par value $0.01 per share.

FIFTH.    The name and mailing address of the incorporator is Eric Swedenburg, 425 Lexington Avenue, New York, New York 10017.

SIXTH.    The board of directors of the corporation, acting by majority vote, is expressly authorized to adopt, amend or repeal the bylaws of the corporation.

SEVENTH.    Except as otherwise provided by the Delaware General Corporation Law as the same exists or may hereafter be amended, no director of the corporation shall be personally liable to the corporation or its stockholders for monetary damages for breach of fiduciary duty as a director. Any repeal or modification of this Article Seventh shall not adversely affect any right or protection of a director existing at the time of such repeal or modification.

        IN WITNESS WHEREOF, the undersigned has signed this Certificate of Incorporation on March 24, 2000.

/s/  ERIC SWEDENBURG Eric Swedenburg
Sole Incorporator

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Exhibit 3.29

CERTIFICATE OF INCORPORATION OF REGAL CINEMAS HOLDINGS, INC.

EX-3.30

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Exhibit 3.30

AMENDED AND RESTATED BYLAWS
OF
REGAL CINEMAS HOLDINGS, INC., a Delaware corporation
(the "Corporation")

ARTICLE I
OFFICES

Section l.    Registered Office.    The registered office of this Corporation shall be in the City of Wilmington, County of New Castle, State of Delaware, and the name of the resident agent in charge thereof is the agent named in the Certificate of Incorporation until changed by the Board of Directors (the "Board").

Section 2.    Principal Office.    The principal office for the transaction of the business of the Corporation shall be at such place as may be established by the Board. The Board is granted full power and authority to change said principal office from one location to another.

Section 3.    Other Offices.    The Corporation may also have an office or offices at such other places, either within or without the State of Delaware, as the Board may from time to time designate or the business of the Corporation may require.

ARTICLE II
MEETINGS OF STOCKHOLDERS

Section 1.    Place of Meetings.    Meetings of stockholders shall be held at such time and place, within or without the State of Delaware, as shall be stated in the notice of the meeting or in a duly executed waiver of notice thereof.

Section 2.    Annual Meetings.    Annual meetings of stockholders shall be held on such date and at such time set by the Board and stated in the notice of the meeting, at which the stockholders shall elect members of the Board, and transact such other business as may properly be brought before the meeting.

Section 3.    Special Meetings.    Special meetings of the stockholders of the Corporation for any purpose or purposes may be called at any time by the Board, or by a committee of the Board that has been duly designated by the Board and whose powers and authority, as provided in a resolution of the Board or in the Bylaws of the Corporation, include the power to call such meetings, and shall be called by the president or secretary at the request in writing of a majority of the Board, or at the request in writing of stockholders owning a majority in amount of the entire capital stock of the Corporation issued and outstanding and entitled to vote but such special meetings may not be called by any other person or persons; provided, however, that if and to the extent that any special meeting of stockholders may be called by any other person or persons specified in any provisions of the Certificate of Incorporation or any amendment thereto, or any certificate filed under Section 151(g) of the Delaware General Corporation Law (or its successor statute as in effect from time to time hereafter), then such special meeting may also be called by the person or persons in the manner, at the times and for the purposes so specified. Business transacted at any special meeting of stockholders shall be limited to the purposes stated in the notice.

Section 4.    Stockholder Lists.    The officer who has charge of the stock ledger of the Corporation shall prepare and make, at least ten days before every meeting of stockholders, a complete list of stockholders entitled to vote at the meeting, arranged in alphabetical order, and showing the address of each stockholder and the number of shares registered in the name of each stockholder. Such list shall be open to the examination of any stockholder, for any purpose germane to the meeting, during

ordinary business hours, for a period of at least ten days prior to the meeting, either at a place within the city where the meeting is to be held, which place shall be specified in the notice of the meeting, or at the place of the meeting, and the list shall also be available at the meeting during the whole time thereof, and may be inspected by any stockholder who is present.

Section 5.    Notice of Meetings.    Written notice of each meeting of stockholders, whether annual or special, stating the place, date and hour of the meeting shall be given to each stockholder entitled to vote at such meeting not less than ten or more than sixty days before the date of the meeting.

Section 6.    Quorum and Adjournment.    The holders of a majority of the capital stock issued and outstanding and entitled to vote thereat, present in person or represented by proxy, shall constitute a quorum for holding all meetings of stockholders, except as otherwise provided by applicable law or by the Certificate of Incorporation. If it shall appear that such quorum is not present or represented at any meeting of stockholders, the Chairman of the meeting shall have power to adjourn the meeting from time to time, without notice other than announcement at the meeting, until a quorum shall be present or represented. At such adjourned meeting at which a quorum shall be present or represented, any business may be transacted which might have been transacted at the meeting as originally noticed. The Chairman of the meeting may determine that a quorum is present based upon any reasonable evidence of the presence in person or by proxy of stockholders holding a majority of the outstanding votes, including without limitation, evidence from any record of stockholders who have signed a register indicating their presence at the meeting.

Section 7.    Voting.    In all matters, the vote of the holders of a majority of the capital stock having voting power present in person or represented by proxy shall decide any question brought before such meeting, unless the question is one upon which by express provision of applicable law, of the Certificate of Incorporation, or of these Bylaws a different vote is required in which case such express provision shall govern and control the decision of such question. Unless otherwise provided in the Certificate of Incorporation, each stockholder shall be entitled to cast one vote for each share of the capital stock entitled to vote held by such stockholder. The officer of the Corporation presiding at a meeting of stockholders, in his or her discretion, may require that any votes cast at such meeting shall be cast by written ballot.

Section 8.    Proxies.    Each stockholder entitled to vote at a meeting of stockholders may authorize in writing another person or persons to act for him or her by proxy, but no proxy shall be voted or acted upon after eleven months from its date, unless the person executing the proxy specifies therein the period of time for which it is to continue in force.

Section 9.    Inspector of Election.    The Board may appoint an Inspector or Inspectors of Election for any meeting of stockholders. Such Inspectors shall decide upon the qualification of the voters and report the number of shares represented at the meeting and entitled to vote, shall conduct the voting and accept the votes, and when the voting is completed shall ascertain and report the number of shares voted respectively for and against each position upon which a vote is taken by ballot. An Inspector need not be a stockholder, and any officer of the Corporation may be an Inspector on any position other than a vote for or against a proposal in which he or she shall have a material interest.

Section 10.    Action Without Meeting.    Subject to Section 228 of the Delaware General Corporation Law, any action which, under any provision of the Delaware General Corporation Law may be taken at any annual or special meeting of such stockholders, may be taken without a meeting, without prior notice and without a vote, if a consent in writing, setting forth the action so taken, shall be signed by the holders of outstanding stock having not less than a minimum number of votes that would be necessary to authorize or take such action at a meeting at which all shares entitled to vote thereon were present and voted.

2

ARTICLE III
DIRECTORS

Section 1.    Powers.    The Board shall have the power to manage or direct the management of the property, business and affairs of the Corporation, and except as expressly limited by law, to exercise all of its corporate powers. The Board may establish procedures and rules, or may authorize the Chairman of any meeting of stockholders to establish procedures and rules, for the fair and orderly conduct of any stockholders' meeting, including without limitation, registration of the stockholders attending the meeting, adoption of an agenda, establishing the order of business at the meeting, recessing and adjourning the meeting for the purposes of tabulating any votes and receiving the result thereof, the timing of the opening and closing of the polls, and the physical layout of the facilities for the meeting.

Section 2.    Number.    The Board shall consist of one or more members in such number as shall be determined from time to time by resolution of the Board. Until otherwise determined by such resolution, the Board shall consist of one member. Directors need not be stockholders, and each director shall serve until his or her successor is elected and qualified or until his or her death, retirement, resignation or removal.

Section 3.    Vacancies and Newly Created Directorships.    Any vacancy in the Board caused by death, resignation, removal or otherwise, or through an increase in the number of directors of a class, shall be filled by a majority vote of the remaining directors, or by the sole remaining director. A director so elected to fill a vacancy shall serve for the remainder of the then present term of the directorship to which he or she was elected.

Section 4.    Initial Meeting.    The Board shall meet as soon as practicable after the initial election of directors by the incorporator, and notice of such first meeting shall not be required.

Section 5.    Regular Meetings.    Regular meetings of the Board shall be held without call or notice at such time and place as shall from time to time be fixed by standing resolution of the Board.

Section 6.    Special Meetings.    Special meetings of the Board may be called at any time, and for any purpose permitted by law, by the Chairman of the Board, the President, the Secretary, or any two members of the Board, which meetings shall be held at the time and place designated by the person or persons calling the meeting. Notice of the time, place and purpose of any such meeting shall be given to the directors by the Secretary, or in case of his or her absence, refusal or inability to act, by any other officer. Any such notice may be given by mail, by telegraph, by telephone, by personal service, or by any thereof as to different directors. If the notice is by mail, then it shall be deposited in a United States Post Office at least four days before the time of the meeting; if by telegraph, by deposit of the message with the telegraph company at least forty-eight hours before the time of the meeting; if by telephone or by personal service, at least forty-eight hours before the time of the meeting.

Section 7.    Quorum.    At all meetings of the Board a majority of the whole Board shall be necessary and sufficient to constitute a quorum for the transaction of business, and the act of a majority of the directors present at any meeting at which there is a quorum shall be the act of the Board, except as may be otherwise specifically provided by applicable law, by the Certificate of Incorporation or by these Bylaws. Any meeting of the Board may be adjourned to meet again at a stated day and hour. Even though no quorum is present, as required in this Section, a majority of the directors present at any meeting of the Board, either regular or special, may adjourn from time to time until a quorum be had, but no later than the time fixed for the next regular meeting of the Board. Notice of any adjourned meeting need not be given.

Section 8.    Fees and Compensation.    Each director and each member of a committee of the Board shall receive such fees and reimbursement of expenses incurred on behalf of the Corporation or in attending meetings as the Board may from time to time determine.

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Section 9.    Meetings by Telephonic Communication.    Members of the Board or any committee thereof may participate in a regular or special meeting of such Board or committee by means of conference telephone or similar communications equipment by means of which all persons participating in the meeting can hear each other, if the standing resolutions fixing the time and place of a regular meeting or if the notice of the time and place of any regular or special meeting provides for such participation. Participation in a meeting pursuant to this Section shall constitute presence in person at such meeting.

Section 10.    Committees.    The Board may, by resolution passed by a majority of the whole Board, designate one or more committees, each committee to consist one or more of the directors of the Corporation. The Board may designate one or more directors as alternate members of any committee, who may replace any absent or disqualified member at any meeting of the committee. In the absence or disqualification of a member of a committee and if the Board has not designated one or more alternates (or if such a designation has been made, in the absence or disqualification of such alternate(s)), the member or members thereof present at any meeting and not disqualified from voting, whether or not he, she or they constitute a quorum, may unanimously appoint another member of the Board to act at the meeting in the place of any such absent or disqualified member or alternate. Any such committee, to the extent provided in a resolution of the Board shall have and may exercise all the powers and authority of the Board in the management of the business and affairs of the Corporation, and may authorize the seal of the Corporation to be affixed to all papers which may require it; but no such committee shall have the power or authority in reference to amending the Certificate of Incorporation or these Bylaws, adopting an agreement of merger or consolidation, recommending to the stockholders the sale, lease or exchange of all or substantially all of the Corporation's property and assets, recommending to the stockholders a dissolution of the Corporation or a revocation of a dissolution; and, unless a resolution expressly so provides, no such committee shall have the power or authority to declare a dividend or to authorize the issuance of capital stock.

Section 11.    Action Without Meetings.    Unless otherwise restricted by applicable law, the Certificate of Incorporation or these Bylaws, any action required or permitted to be taken at any meeting of the Board or of any committee thereof may be taken without meeting if all members of the Board or of such committee consent thereto in writing as the case may be, and the writing or writings are filed with the minutes of proceedings of the Board or committee.

Section 12.    Removal.    Unless otherwise restricted by the Certificate of Incorporation or Bylaws, any director or the entire Board may be removed, with or without cause, by the holders of a majority of shares entitled to vote at an election of directors.

ARTICLE IV
OFFICERS

Section 1.    Officers.    The Corporation shall have a Chairman of the Board, a President, one or more Vice Presidents, a Secretary and a Treasurer. The Corporation may also, at the discretion of the Board, have as officers of the Corporation one or more Assistant Secretaries, one or more Assistant Treasurers and such other officers as may be elected or appointed in accordance with the provisions of Section 3 of this Article. Any two or more of such offices may be held by the same person.

Section 2.    Election.    The officers of the Corporation, except such officer as may be elected or appointed in accordance with the provisions of Section 3 or Section 5 of this Article, shall be chosen annually by, and shall serve at the pleasure of, the Board, and shall hold their respective offices until their resignation, removal, or other disqualification from service, or until their respective successors shall be elected.

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Section 3.    Subordinate Officers.    The Board may elect, and may empower the President to appoint, such other officers as the business of the Corporation may require, each of whom shall hold office for such period, have such authority and perform such duties as are provided in these Bylaws or as the Board may from time to time determine.

Section 4.    Removal and Resignation.    Any officer may be removed, either with or without cause, by the Board at any time or, except in the case of an officer not chosen by the Board, by any officer upon whom such power of removal may be conferred by the Board. Any such removal shall be without prejudice to the rights, if any, of the officer under any contract of employment of the officer.

        Any officer may resign at any time by giving written notice to the Corporation, but without prejudice to the rights, if any, of the Corporation under any contract to which the officer is a party. Any such resignation shall take effect at the date of the receipt of such notice or at any later time specified therein and, unless otherwise specified therein, the acceptance of such resignation shall not be necessary to make it effective.

Section 5.    Vacancies.    A vacancy in any office because of death, resignation, removal, disqualification or any other cause shall be filled in the manner prescribed in these Bylaws for regular election or appointment to such office.

Section 6.    Chairman of the Board.    The Chairman of the Board shall preside at all meetings of the stockholders and of the Board and shall have such other powers and duties as may be prescribed by the Board or the Bylaws.

Section 7.    President.    The President shall be the chief executive officer of the Corporation. Subject to the control of the Board and to the powers vested by the Board in any committee or committees appointed by the Board, the President shall have general supervision, direction and control of the business and officers of the Corporation. The President shall have the general powers and duties of management usually vested in the chief executive officer of a corporation and shall have such other powers and duties as may be prescribed by the Board or the Bylaws.

Section 8.    Vice Presidents.    In the absence or disability of the President, the Vice Presidents, in order of their rank as fixed by the Board, or, if not ranked, the Vice President designated by the Board shall perform all the duties of the President and when so acting shall have all the powers of and be subject to all the restrictions upon the President. The Vice Presidents shall have such other powers and perform such duties as may be prescribed for them, respectively, from time to time, by the Board or the Bylaws.

Section 9.    Secretary.    The Secretary shall keep or cause to be kept, at the principal executive office and such other place as the Board may order, a book of minutes of all meetings of stockholders, the Board and its committees, with the time and place of holding, whether regular or special, and if special, how authorized, the notice thereof given, the names of those present at Board and committee meetings, the number of shares present or represented at stockholders' meetings, and the proceedings thereof. The Secretary shall keep, or cause to be kept, a copy of the Bylaws of the Corporation at the principal executive office or business office.

        The Secretary shall keep, or cause to be kept, at the principal executive office or at the office of the Corporation's transfer agent or registrar, if one be appointed, a share register, or a duplicate share register, showing the names of the stockholders and their addresses, the number and classes of shares held by each, the number and date of certificates issued for the same, and the number and date of cancellation of every certificate surrendered for cancellation.

        The Secretary shall give, or cause to be given, notice of all meetings of the stockholders and of the Board and any committees thereof required by these Bylaws or by law to be given, shall keep the seal of the Corporation in safe custody, and shall have such other powers and perform such other duties as may be prescribed by the Board.

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Section 10.    Treasurer.    The Treasurer is the chief financial officer of the Corporation and shall keep and maintain, or cause to be kept and maintained, adequate and correct accounts of the properties and business transactions of the Corporation, and shall send or cause to be sent to the stockholders of the Corporation such financial statements and reports as are by law or these Bylaws required to be sent to them. The books of account shall at all times be open to inspection by any director.

        The Treasurer shall deposit all moneys and other valuables in the name and to the credit of the Corporation with such depositaries as may be designated by the Board. The Treasurer shall disburse the funds of the Corporation as may be ordered by the Board, shall render to the President and the directors, whenever they request it, an account of all transactions as Treasurer and of the financial condition of the Corporation, and shall have such other powers and perform such other duties as may be prescribed by the Board.

ARTICLE V
SEAL

        It shall not be necessary to the validity of any instrument executed by any authorized officer or officers of the Corporation, that the execution of such instrument be evidenced by the corporate seal, and all documents, instruments, contracts, and writings of all kinds signed on behalf of the Corporation by any authorized officer or officers thereof shall be as effectual and binding on the Corporation without the corporate seal, as if the execution of the same had been evidenced by affixing the corporate seal thereto.

ARTICLE VI
FORM OF STOCK CERTIFICATE

        Every holder of capital stock in the Corporation shall be entitled to have a certificate signed by, or in the name of, the Corporation by the President or a Vice President, and by the Treasurer or an Assistant Treasurer, or the Secretary or an Assistant Secretary of the Corporation, certifying the number of shares owned by him or her in the Corporation. Any or all of the signatures on the certificate may be a facsimile. In case any officer, transfer agent, or registrar who has signed or whose facsimile signature has been placed upon a certificate shall have ceased to be such officer, transfer agent, or registrar before such certificate is issued, it may be issued by the Corporation with the same effect as if he or she were such officer, transfer agent, or registrar at the date of the issue.

ARTICLE VII
REPRESENTATION OF SHARES OF OTHER CORPORATIONS

        The Chairman of the Board, the President or any other officer or officers authorized by the Board are each authorized to vote, represent, and exercise on behalf of the Corporation all rights incident to any and all shares of any other corporation or corporations standing in the name of the Corporation. The authority herein granted may be exercised either by any such officer in person or by any other person authorized so to do by proxy or power of attorney duly executed by said officer.

ARTICLE VIII
TRANSFERS OF STOCK

        Upon surrender to the Corporation or a transfer agent of the Corporation of a certificate for shares duly endorsed or accompanied by proper evidence of succession, assignment, or authority to transfer, it shall be the duty of the Corporation to issue a new certificate to the person entitled thereto, cancel the old certificate, and record the transaction upon its books.

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ARTICLE IX
LOST, STOLEN, OR DESTROYED CERTIFICATES

        The Board may direct a new certificate or certificates to be issued in place of any certificate or certificates theretofore issued by the Corporation alleged to have been lost, stolen, or destroyed, upon the making of an affidavit of the fact by the person claiming the certificate of stock to be lost, stolen, or destroyed. When authorizing such issue of a new certificate or certificates, the Board may, in its discretion and as a condition precedent to the issuance thereof, require the owner of such lost, stolen, or destroyed certificate or certificates, or his or her legal representative, to give the Corporation a bond in such sum as it may direct as indemnity against any claim that may be made against the Corporation with respect to the certificate alleged to have been lost, stolen, or destroyed.

ARTICLE X
RECORD DATE

        The Board may fix in advance a date, which shall not be more than sixty days or less than ten days preceding the date of any meeting of stockholders, or the date for the payment of any dividend, or the date for the allotment of rights, or the date when any change or conversion or exchange of capital stock shall go into effect, or a date in connection with obtaining such consent, as a record date for the determination of stockholders entitled to notice of, and to vote at, any such meeting and any adjournment thereof, or entitled to receive payment of any such dividend, or to any such allotment of rights, or to exercise the rights in respect of any such change, conversion or exchange of capital stock, or to give such consent, and in such case such stockholders, and only such stockholders as shall be stockholders of record on the date so fixed shall be entitled to such notice of, and to vote at, such meeting and any adjournment thereof, or to receive payment of such dividend, or to receive such allotment of rights, or to exercise such rights, or to give such consent, as the case may be, notwithstanding any transfer of any stock on the books of the Corporation after any such record date fixed as aforesaid.

ARTICLE XI
REGISTERED STOCKHOLDERS

        The Corporation shall be entitled to treat the holder of record of any share or shares of stock as the holder in fact thereof and, accordingly, shall not be bound to recognize any equitable or other claim to or interest in such share on the part of any other person, whether or not it shall have express or other notice thereof, save as expressly provided by applicable law.

ARTICLE XII
FISCAL YEAR

        The fiscal year of the Corporation shall be fixed by resolution of the Board.

ARTICLE XIII
NOTICES

        Section l.    Manner of Notice.    Whenever under the provisions of applicable law, the Certificate of Incorporation or these Bylaws, notice is required to be given to any director, committee member, officer, or stockholder, it shall not be construed to mean personal notice, but such notice may be given, in the case of stockholders, in writing, by mail, by depositing the same in the post office or letter box, in a postpaid sealed wrapper, addressed to such stockholder, at such address as appears on the books of the Corporation, or, in default of other address, to such stockholder at the General Post Office in

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the City of Wilmington, Delaware, and, in the case of directors, committee members and officers, by telephone, or by mail or by telegram to the last business address known to the Secretary of the Corporation, and such notice shall be deemed to be given at the time when the same shall be thus mailed or telegraphed or telephoned.

Section 2.    Waiver of Notice.    Whenever any notice is required to be given under the provisions of applicable law, the Certificate of Incorporation or these Bylaws, a waiver thereof in writing, signed by the person or persons entitled to said notice, whether before or after the time stated therein, shall be deemed equivalent thereto.

ARTICLE XIV
AMENDMENTS

        The Board shall have the power to make, adopt, alter, amend and repeal from time to time Bylaws of this Corporation, subject to the right of the stockholders entitled to vote with respect thereto to adopt, alter, amend, and repeal Bylaws made by the Board; provided, however, that these Bylaws shall not be adopted, altered, amended, or repealed by the stockholders of the Corporation, except by the vote of the holders of not less than two-thirds of the outstanding shares of Common Stock.

ARTICLE XV
INDEMNIFICATION AND INSURANCE

Section 1.    Right to Indemnification.    To the fullest extent permitted by law, each Indemnified Person (which for the purposes of this Article XV shall mean (i) any officer or director of the Corporation, (ii) any former officer or director of the Corporation, and (iii) each person who is designated as an Indemnified Person by the action of the majority of the members of the Board of Directors of the Corporation) shall be indemnified and held harmless by the Corporation from and against any and all losses, claims, damages, liabilities, whether joint or several, expenses (including reasonable legal fees and expenses), judgments, fines, settlements and other amounts arising from any and all claims, demands, actions, suits or proceedings, civil, criminal, administrative or investigative, in which any Indemnified Person may be involved, or threatened to be involved, as a party or otherwise, by reason of (A) his or her present or former status as (x) an officer, director, employee or agent of the Corporation, or (y) a person serving at the request of the Corporation in a subsidiary or affiliated entity in a similar capacity, or (B) any action taken or omitted in any such capacity, if with respect to the matter at issue the Indemnified Person acted in good faith and in a manner it reasonably believed to be in, or not opposed to, the best interests of the Corporation and, with respect to any criminal proceeding, had no reasonable cause to believe its conduct was unlawful. The termination of any action, suit or proceeding by judgment, order, settlement, conviction or upon a plea of nolo contendere, or its equivalent, shall not, of itself, create a presumption that the Indemnified Person acted in a manner contrary to that specified above. Any designation of an Indemnified Person by the Board of Directors of the Corporation pursuant to clause (iii) of the first sentence of this Section 1 may (i) be made with respect to an individual Indemnified Person or a group of Indemnified Persons, (ii) be revoked or modified by the Board of Directors in its discretion except to the extent, if any, otherwise specified in any agreement or policies effecting such designation, and (iii) be subject to such limitations and conditions as may be specified in the agreement or policies effecting such designation.

Section 2.    Advancement of Expenses.    To the fullest extent permitted by law, expenses (including reasonable legal fees) incurred by an Indemnified Person in defending any claim, demand, action, suit or proceeding subject to this Article XV shall, from time to time, be advanced by the Corporation prior to the final disposition of such claim, demand, action, suit or proceeding upon receipt by the Corporation of an undertaking by or on behalf of the Indemnified Person to repay such amount if it shall be determined that such person is not entitled to be indemnified as authorized in Section 1.

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Section 3.    Rights not Exclusive.    The advancement of expenses and indemnification provided by this Article XV shall be in addition to any other rights to which an Indemnified Person may be entitled under any agreement, pursuant to any vote of the Board of Directors or Stockholders, as a matter of law or otherwise, as to an action in the Indemnified Person's capacity as (i) an officer, director, employee, or agent of the Corporation, or (ii) a person serving at the request of the Corporation in a subsidiary or in another entity in a similar capacity, shall continue as to an Indemnified Person who has ceased to serve in such capacity and shall inure to the benefit of the heirs, successors, assigns, executors and administrators of such Indemnified Person.

Section 4.    Insurance.    The Corporation may purchase and maintain insurance on behalf of the Corporation and such other Indemnified Persons as the Board of Directors of the Corporation shall determine against any liability that may be asserted against or expense that may be incurred by such Indemnified Person in connection with the Corporation's activities, regardless of whether the Corporation would have the power to indemnify such person against such liability under the provisions of this Article XV, the Certificate of Incorporation of the Corporation and Delaware law.

Section 5.    Service of Fiduciaries.    For purposes of this Article XV, the Corporation shall be deemed to have requested an Indemnified Person to serve as fiduciary of an employee benefit plan ("Plan") whenever the performance by such Indemnified Person of his or her duties to the Corporation also imposes duties on him or her or otherwise involves services by him or her to such Plan or participants or beneficiaries of such Plan; excise taxes assessed on an Indemnified Person with respect to an employee benefit plan pursuant to applicable law shall be deemed to be "fines" within the meaning of Section 1 of this Article XV; and action taken or omitted by an Indemnified Person with respect to a Plan in the performance of his or her duties for a purpose reasonably believed by him or her to be in the interest of the participants and beneficiaries of such Plan shall be deemed to be for a purpose which is in, or not opposed to, the best interests of the Corporation.

Section 6.    No Personal Liability for Indemnification.    Any indemnification hereunder shall be satisfied solely out of any insurance obtained pursuant to Section 4 of this Article XV or the assets of the Corporation. In no event may an Indemnified Person subject the Board of Directors or the stockholders of the Corporation or any of them to personal liability by reason of indemnification hereunder.

Section 7.    Interested Transactions.    An Indemnified Person shall not be denied indemnification in whole or in part under this Article XV because the Indemnified Person had an interest in the transaction with respect to which the indemnification applied if the transaction was otherwise permitted by and was approved in accordance with the terms of the Bylaws and the Certificate of Incorporation of this Corporation, any applicable indemnification agreement and Delaware law.

Section 8.    Binding Effect.    The indemnification provided in this Article XV is for the benefit of the Indemnified Persons and their respective heirs, successors, assigns, executors and administrators and shall not be deemed to create any right to indemnification for the benefit of any other persons.

Section 9.    Non-exclusive Indemnification.    The provisions of this Article XV are not intended to be exclusive and the Board of Directors may cause the Corporation to enter into an indemnification agreement with any Indemnified Person, or to adopt policies covering any group of Indemnified Persons on such terms as the Board of Directors may determine in its sole discretion.

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Exhibit 3.30

EX-3.31

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Exhibit 3.31

STATE OF DELAWARE
SECRETARY OF STATE
DIVISION OF CORPORATIONS
FILED 11:15 AM 03/24/2000
001150596 - 3200138

CERTIFICATE OF INCORPORATION

of

REGAL CINEMAS GROUP, INC.

        The undersigned, in order to form a corporation for the purpose hereinafter stated, under and pursuant to the provisions of the Delaware General Corporation Law, hereby certifies that:

FIRST.    The name of the corporation is Regal Cinemas Group, Inc.

SECOND.    The address of the corporation's registered office in the State of Delaware is Corporation Trust Center, 1209 Orange Street, Wilmington, New Castle County, Delaware 19801. The name of its registered agent at such address is The Corporation Trust Company.

THIRD.    The purpose of the corporation is to engage in any lawful act or activity for which corporations may be organized under the Delaware General Corporation Law.

FOURTH.    The total number of shares of stock which the corporation shall have authority to issue is 1,000 shares of common stock, par value $0.01 per share.

FIFTH.    The name and mailing address of the incorporator is Eric Swedenburg, 425 Lexington Avenue, New York, New York 10017.

SIXTH.    The board of directors of the corporation, acting by majority vote, is expressly authorized to adopt, amend or repeal the bylaws of the corporation.

SEVENTH.    Except as otherwise provided by the Delaware General Corporation Law as the same exists or may hereafter be amended, no director of the corporation shall be personally liable to the corporation or its stockholders for monetary damages for breach of fiduciary duty as a director. Any repeal or modification of this Article Seventh shall not adversely affect any right or protection of a director existing at the time of such repeal or modification.

        IN WITNESS WHEREOF, the undersigned has signed this Certificate of Incorporation on March 24, 2000.

/s/  ERIC SWEDENBURG Eric Swedenburg
Sole Incorporator

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Exhibit 3.31

CERTIFICATE OF INCORPORATION of REGAL CINEMAS GROUP, INC.

EX-3.32

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Exhibit 3.32

BYLAWS

of

REGAL CINEMAS GROUP, INC.

ARTICLE I

OFFICES

Section 1.    Registered Office.    The registered office of Regal Cinemas Group, Inc. (hereinafter, the "Corporation") shall be in the City of Wilmington, County of New Castle, State of Delaware.

Section 2.    Other Offices.    The Corporation also may have offices at such other places both within and without the State of Delaware as the Board of Directors may from time to time determine.

ARTICLE II

MEETING OF STOCKHOLDERS

Section 1.    Place of Meetings.    Meetings of the stockholders for the election of directors or for any other purpose shall be held at such time and place, either within or without the State of Delaware, as shall be designated from time to time by the Board of Directors and stated in the notice of the meeting or in a duly executed waiver of notice thereof.

Section 2.    Annual Meetings.    The Annual Meeting of Stockholders shall be held on such date and at such time as shall be designated from time to time by the Board of Directors and stated in the notice of the meeting, at which meeting the stockholders shall elect a Board of Directors by a plurality vote, and transact such other business as may properly be brought before the meeting.

Section 3.    Special Meetings.    Special Meetings of Stockholders, for any purpose or purposes, may be called by the President, Secretary, Treasurer or Vice President, and shall be called by any such officer at the request in writing of a majority of the Board of Directors. Such request shall state the purpose or purposes of the proposed meeting.

Section 4.    Notice of Meetings.    Written notice of an Annual Meeting or Special Meeting stating the place, date, and hour of the meeting and in the case of a Special Meeting, the purpose or purposes for which the meeting is called, shall be given not less than ten nor more than sixty days before the date of the meeting to each stockholder entitled to vote at such meeting.

Section 5.    Quorum.    Except as otherwise provided by law or by the Certificate of Incorporation, the holders of a majority of the capital stock issued and outstanding and entitled to vote thereat, present in person or represented by proxy, shall constitute a quorum at all meetings of the stockholders for the transaction of business. If, however, such quorum shall not be present or represented at any meeting of the stockholders, the stockholders entitled to vote thereat, present in person or represented by proxy, shall have power to adjourn the meeting from time to time, without notice other than announcement at the meeting, until a quorum shall be present or represented.

Section 6.    Voting.    Any questions brought before any meeting of stockholders shall be decided by a majority vote of the number of shares entitled to vote, present in person or represented by proxy. Such votes may be cast in person or by proxy, but no proxy shall be voted on or after three years from its date, unless such proxy provides for a longer period.

Section 7.    Action by Consent.    Any action required to be taken at any annual or special meeting of stockholders or any action which may be taken at any annual or special meeting of such stockholders, may be taken without a meeting, without prior notice and without a vote, if a consent in writing shall be signed by the holders of outstanding stock having not less than the minimum number of votes that would be necessary to authorize or take such action at a meeting at which all shares entitled to vote thereon were present and voted. Prompt notice of the taking of the corporate action

without a meeting by less than unanimous written consent shall be given to those stockholders who have not consented in writing.

ARTICLE III

DIRECTORS

Section 1.    Number and Election of Directors.    The number of directors that shall constitute the Board of Directors shall be not less than one nor more than fifteen. The first Board of Directors shall consist of three directors. Thereafter, within the limits specified above, the number of directors shall be determined by the Board of Directors or by the stockholders. Except as provided in Section 2 of this Article, directors shall be elected by a plurality of the votes cast at Annual Meetings of Stockholders, and each director so elected shall hold office until the next Annual Meeting and until his successor is duly elected and qualified, or until his earlier resignation or removal.

Section 2.    Vacancies.    Vacancies and newly created directorships resulting from any increase in the authorized number of directors may be filled by a majority vote of all directors, or by a sole remaining director, and the directors so chosen shall hold office until the next annual election and until their successors are duly elected and qualified, or until their earlier resignation or removal.

Section 3.    Committees.    The Board of Directors may designate one or more committees, which committees shall, to the extent provided in the resolution of the Board of Directors establishing such a committee, have all authority and may exercise all the powers of the Board of Directors in the management of the business and affairs of the Corporation to the extent lawful under the General Corporation Law of the State of Delaware.

Section 4.    Duties and Powers.    The business of the Corporation shall be managed by or under the direction of the Board of Directors which may exercise all such powers of the Corporation and do all such lawful acts and things as are not by statute or by the Certificate of Incorporation or by these Bylaws directed or required to be exercised or done by the stockholders.

Section 5.    Meetings.    The Board of Directors of the Corporation may hold meetings, both regular and special, either within or without the State of Delaware. Regular meetings of the Board of Directors may be held without notice at such time and at such place as may from time to time be determined by the Board of Directors. Special meetings of the Board of Directors may be called by the president or any one director with one day's notice to each director, either personally or by mail, telephone or facsimile transmission.

Section 6.    Quorum: Board Action.    Except as may be otherwise specifically provided by law, the Certificate of Incorporation or these Bylaws, at all meetings of the Board of Directors, a majority of the entire Board of Directors shall constitute a quorum for the transaction of business, and the act of a majority of the entire Board of Directors shall be the act of the Board of Directors. If a quorum shall not be present at any meeting of the Board of Directors, the directors present thereat may adjourn the meeting from time to time, without notice other than announcement at the meeting, until a quorum shall be present.

Section 7.    Actions of Board.    Unless otherwise provided by the Certificate of Incorporation or these Bylaws, any action required or permitted to be taken at any meeting of the Board of Directors or of any committee thereof may be taken without a meeting, if all the members of the Board of Directors or committee, as the case may be, consent thereto in writing, and the writing or writings are filed with the minutes of proceedings of the Board of Directors or committee.

Section 8.    Compensation.    The Corporation shall reimburse the reasonable expenses incurred by members of the Board of Directors in connection with attendance at meetings of the Board of Directors and of any committee on which such member serves; provided, that the foregoing shall not preclude any director from serving the Corporation in any other capacity and receiving compensation therefor.

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Section 9.    Removal.    Unless otherwise restricted by the Certificate of Incorporation or by law, any director or the entire Board of Directors may be removed, without or without cause, by the holders of a majority of shares entitled to vote at an election of directors.

ARTICLE IV

OFFICERS

        The officers of the Corporation shall consist of a President, a Secretary, a Treasurer, a Vice President and such other additional officers with such titles as the Board of Directors shall determine, all of whom shall be chosen by and shall serve at the pleasure of the Board of Directors. Such officers shall have the usual powers and shall perform all the usual duties incident to their respective offices. All officers shall be subject to the supervision and direction of the Board of Directors. The authority, duties or responsibilities of any officer of the Corporation may be suspended by the President with or without cause. Any officer elected or appointed by the Board of Directors may be removed by the Board of Directors with or without cause.

ARTICLE V

NOTICES

Section 1.    Notices.    Whenever written notice is required by law, the Certificate of Incorporation or these Bylaws, to be given to any director, member of a committee or stockholder, such notice may be given by mail, addressed to such director, member of a committee or stockholder, at his address as it appears on the records of the Corporation, with postage thereon prepaid, and such notice shall be deemed to be given at the time when the same shall be deposited in the United States mail. Written notice may also be given personally or by telegram, telex or cable.

Section 2.    Waivers of Notice.    Whenever any notice is required by law, the Certificate of Incorporation or these Bylaws, to be given to any director, member of a committee or stockholder, a waiver thereof in writing, signed by the person entitled to notice, whether before or after the time stated therein, shall be deemed equivalent to notice. Attendance of a person at a meeting shall constitute a waiver of notice of such meeting, except when the person attends a meeting for the express purpose of objecting, at the beginning of the meeting, to the transaction of any business because the meeting is not lawfully called or convened.

ARTICLE VI

GENERAL PROVISIONS

Section 1.    Dividends.    Dividends upon the capital stock of the Corporation, subject to the provisions of the Certificate of Incorporation, may be declared by the Board of Directors at any regular or special meeting, and may be paid in cash, in property, or in shares of the capital stock. Before payment of any dividend, there may be set aside out of any funds of the Corporation available for dividends such sum or sums as the Board of Directors from time to time, in its absolute discretion, deems proper as a reserve or reserves to meet contingencies, or for equalizing dividends, or for repairing or maintaining any property of the Corporation, or for any proper purpose, and the Board of Directors may modify or abolish any such reserve.

Section 2.    Fiscal Year.    The fiscal year of the Corporation shall be fixed by resolution of the Board of Directors.

Section 3.    Corporate Seal.    The corporate seal shall have inscribed thereon the name of the Corporation, the year of its organization and the words "Corporate Seal, Delaware". The seal may be used by causing it or a facsimile thereof to be impressed or affixed or reproduced or otherwise.

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ARTICLE VII

INDEMNIFICATION

Section 1.    Power to Indemnify in Actions, Suits or Proceedings Other than by or in the Right of the Corporation.    Subject to Section 4 of this Article VII, the Corporation shall indemnify any person who was or is a party or is threatened to be made a party to any threatened, pending or completed action, suit or proceeding, whether civil, criminal, administrative or investigative (other than an action by or in the right of the Corporation) by reason of the fact that he is or was a director, officer, employee or agent of the Corporation, or is or was serving at the request of the Corporation as a director, officer, employee or agent of another corporation, partnership, joint venture, trust or other enterprise, against expenses (including attorneys' fees), judgments, fines and amounts paid in settlement actually and reasonably incurred by him in connection with such action, suit or proceeding if he acted in good faith and in a manner he reasonably believed to be in or not opposed to the best interests of the Corporation, and, with respect to any criminal action or proceeding, had no reasonable cause to believe his conduct was unlawful. The termination of any action, suit or proceeding by judgment, order, settlement, conviction, or upon a plea of nolo contendere or its equivalent, shall not, of itself, create a presumption that the person did not act in good faith and in a manner which he reasonably believed to be in or not opposed to the best interests of the Corporation, and, with respect to any criminal action or proceeding, had reasonable cause to believe that his conduct was unlawful.

Section 2.    Power to Indemnify in Actions, Suits or Proceedings by or in the Right of the Corporation.    Subject to Section 4 of this Article VII, the Corporation shall indemnify any person who was or is a party or is threatened to be made a party to any threatened, pending or completed action or suit by or in the right of the Corporation to procure a judgment in its favor by reason of the fact that he is or was a director, officer, employee or agent of the Corporation, or is or was serving at the request of the Corporation as a director, officer, employee or agent of another corporation, partnership, joint venture, trust or other enterprise against expenses (including attorneys' fees) actually and reasonably incurred by him in connection with the defense or settlement of such action or suit if he acted in good faith and in a manner he reasonably believed to be in or not opposed to the best interest of the Corporation; provided, however, that no indemnification shall be made in respect of any claim, issue or matter as to which such person shall have been adjudged to be liable for gross negligence or willful misconduct to the Corporation unless and only to the extent that the court in which such action or suit was brought shall determine upon application that, despite the adjudication of liability but in view of all the circumstances of the case, such person is fairly and reasonably entitled to indemnity for such expenses which the court shall deem proper.

Section 3.    Costs: Charges and Expenses.    Notwithstanding the other provisions of this Article VII, to the extent that a director, officer, employee or agent of the Corporation has been successful on the merits or otherwise, including without limitation, the dismissal of an action without prejudice, in the defense of any action, suit or proceeding referred to in Sections 1 and 2 above, or in the defense of any claim, issue or matter therein, that person shall be indemnified against all costs, charges and expenses (including attorneys' fees) actually and reasonably incurred by that person or on that person's behalf in connection therewith.

Section 4.    Authorization of Indemnification.    Any indemnification under this Article VII (unless ordered by a court) shall be made by the Corporation unless a determination is made (i) by the Board of Directors by a majority vote of a quorum consisting of directors who were not parties to such action, suit or proceeding, or (ii) if such a quorum is not obtainable, or, even if obtainable a quorum of disinterested directors so directs, by independent legal counsel in a written opinion, or (iii) by the stockholders, that indemnification of the director, officer, employee or agent is not proper because that person has not met the applicable standards of conduct set forth in Sections 1 and 2 above.

Section 5.    Good Faith Defined.    For purposes of any determination under this Article VII, a person shall be deemed to have acted in good faith and in a manner he reasonably believed to be in or not opposed to the best interests of the Corporation, or, with respect to any criminal action or

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proceeding, to have had no reasonable cause to believe his conduct was unlawful, if his action is based on the records or books of account of this Corporation or another enterprise, or on information supplied to him by the officers of the Corporation or another enterprise in the course of their duties, or on the advice of legal counsel for the Corporation or another enterprise or on information or record given or reports made to the Corporation or another enterprise by an independent certified public accountant or by an appraiser or other expert selected with reasonable care by the Corporation or another enterprise. The term "another enterprise" as used in this Section 5 shall mean any other corporation or any partnership, joint venture, trust or other enterprise of which such person is or was serving at the request of the Corporation as a Director, officer, employee or agent. The provisions of this Section 5 shall not be deemed to be exclusive or to limit in any way the circumstances in which a person way be deemed to have met the applicable standard of conduct set forth in Sections 1 and 2 of this Article VII, as the case may be.

Section 6.    Indemnification by a Court.    Notwithstanding any contrary determination in the specific case under Section 4 of this Article VII, and notwithstanding the absence of any determination thereunder, any director, officer, employee or agent may apply to any court of competent jurisdiction in the State of Delaware for indemnification to the extent otherwise permissible under Sections 1 and 2 of this Article VII. The basis of such indemnification by a court shall be a determination by such court that indemnification of the director, officer, employee or agent is proper in the circumstances because he has met the applicable standards of conduct set forth in Sections 1 and 2 of this Article VII, as the case may be. Notice of any application for indemnification pursuant to this Section 6 shall be given to the Corporation promptly upon the filing of such application.

Section 7.    Advance of Costs, Charges and Expenses.    Costs, charges and expenses (including attorneys' fees) incurred by a person referred to in Sections 1 and 2 above in defending a civil or criminal action, suit or proceeding (including investigations by any government agency and all costs, charges and expenses incurred in preparing for any threatened action, suit or proceeding) shall be paid by the Corporation in advance of the final disposition of such action, suit or proceeding; provided, however, that the payment of such costs, charges and expenses incurred by a director or officer in that person's capacity as a director or officer (and not in any other capacity in which service was or is rendered by such person while a director or officer) in advance of the final disposition of such action, suit or proceeding shall be made only upon receipt of an undertaking by or on behalf of the director or officer to repay all amounts so advanced in the event that it shall ultimately be determined as provided elsewhere in this Article VII that such director or officer is not entitled to be indemnified by the Corporation as authorized in this Article VII. No security shall be required for such undertaking and such undertaking shall be accepted without reference to the recipient's financial ability to make repayment. The repayment of such charges and expenses incurred by other employees and agents of the Corporation which are paid by the Corporation in advance of the final disposition of such action, suit or proceeding as permitted by this Section 7 may be required upon such terms and conditions, if any, as the Board of Directors deems appropriate. The Board of Directors may, in the manner set forth above, and subject to the approval of such director, officer, employee or agent of the Corporation, authorize the Corporation's counsel to represent such person in any action, suit or proceeding, whether or not the Corporation is party to such action, suit or proceeding.

Section 8.    Procedure for Indemnification.    Any indemnification under Sections 1, 2 or 3 or advance of costs, charges and expenses under Section 7 of this Article VII shall be made promptly, and in any event, within sixty (60) days, upon the written request of the director, officer, employee or agent directed to the Secretary of the Corporation. The right to indemnification or advances granted in this Article VII shall be enforceable by the director, officer, employee or agent in any court of competent jurisdiction if the Corporation denies such request, in whole or part, or if no disposition thereof is made within sixty (60) days. Such person's costs and expenses incurred in connection with successfully establishing that person's right to indemnification or advances, in whole or in part, in any such action shall also be indemnified by the Corporation. It shall be a defense to any such action (other than an action brought to enforce a claim for advance costs, charges and expenses under Section 7 of this Article VII where the required undertaking, if any, has been received by the Corporation) that the

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claimant has not met the standard of conduct set forth in Sections 1 or 2 of this Article VII, but the burden of proving such standard of conduct has not been met shall be on the Corporation. Neither the failure of the Corporation (including its Board of Directors, its independent legal counsel and its stockholders) to have made such a determination prior to the commencement of such action that indemnification of the claimant is proper in the circumstances because he has met the applicable standard of conduct set forth in Sections 1 and 2 of this Article VII, nor the fact that there has been an actual determination by the Corporation (including its Board of Directors, its independent legal counsel and its stockholders) that the claimant has not met such applicable standard, shall be a defense to the action or create a presumption that the claimant has not met the applicable standard of conduct.

Section 9.    Non-Exclusivity of Indemnification and Advancement of Expenses.    The indemnification and advancement of expenses provided by or granted pursuant to this Article VII shall not be deemed exclusive of any other rights to which those seeking indemnification or advancement of expenses may be entitled under any Bylaw, agreement, contract, vote of stockholders or disinterested directors or pursuant to the direction (howsoever embodied) of any court of competent jurisdiction or otherwise, both as to action in his official capacity and as to action in another capacity while holding such office, it being the policy of the Corporation that indemnification of the persons specified in Sections 1 and 2 of this Article VII shall be made to the fullest extent permitted by law. The provisions of this Article VII shall not be deemed to preclude the indemnification of any person who is not specified in Sections 1 or 2 of this Article VII but whom the Corporation has the power or obligation to indemnify under the provisions of the General Corporation Law of the State of Delaware, or otherwise.

Section 10.    Insurance.    The Corporation may purchase and maintain insurance on behalf of any person who is or was a director, officer, employee or agent of the Corporation, or is or was serving at the request of the Corporation as a director, officer, employee or agent of another corporation, partnership, joint venture, trust or other enterprise against any liability asserted against him and incurred by him in any such capacity, or arising out of his status as such, whether or not the Corporation would have the power or the obligation to indemnify him against such liability under the provisions of this Article VII.

Section 11.    Meaning of "Corporation" for Purposes of Article VII.    For purposes of this Article VII, references to the "Corporation" shall include, in addition to the resulting corporation, any constituent corporation (including any constituent of a constituent) absorbed in a consolidation or merger which, if its separate existence had continued, would have had power and authority to indemnify its directors, officers, employees or agents, so that any person who is or was a director, officer, employee or agent of such constituent corporation, or is or was serving at the request for such constituent corporation as a director, officer, employee or agent of another corporation, partnership, joint venture, trust or other enterprise, shall stand in the same position under the provisions of this Article VII with respect to the resulting or surviving corporation as he would have with respect to such constituent corporation if its separate existence had continued.

Section 12.    Survival of Indemnification and Advancement of Expenses.    The indemnification and advancement of expenses provided by, or granted pursuant to, this section shall, unless otherwise provided when authorized or ratified, continue as to a person who has ceased to be a director, officer, employee or agent and shall inure to the benefit of the heirs, executors and administrators of such a person.

ARTICLE VIII

AMENDMENTS

Section 1.    Amending and Revealing.    These Bylaws may be altered, amended or repealed, in whole or in part, or new Bylaws may be adopted by the majority vote of the entire Board of Directors.

Section 2.    Entire Board of Directors.    As used in this Article VIII and in these Bylaws generally, the term "entire Board of Directors" means the total number of the directors which the Corporation would have if there were no vacancies.

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Exhibit 3.32

BYLAWS of REGAL CINEMAS GROUP, INC.
ARTICLE I OFFICES
ARTICLE II MEETING OF STOCKHOLDERS
ARTICLE III DIRECTORS
ARTICLE IV OFFICERS
ARTICLE V NOTICES
ARTICLE VI GENERAL PROVISIONS
ARTICLE VII INDEMNIFICATION
ARTICLE VIII AMENDMENTS

EX-3.33

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Exhibit 3.33

[STAMP]
FILED
MAR 16 1989
[ILLEGIBLE]

CERTIFICATE OF INCORPORATION

OF

ACT III INNER LOOP THEATRES, INC.

        FIRST:    The name of the corporation is ACT III INNER LOOP THEATRES, INC.

        SECOND:    The registered office of the corporation in the State of Delaware is located at Corporation Trust Center, 1209 Orange Street, Wilmington, County of New Castle 19801. The registered agent of the Corporation at that address is The Corporation Trust Company.

        THIRD:    The purpose of the corporation is to engage in any lawful act or activity for which corporations may be organized under the General Corporation Law of the State of Delaware.

        FOURTH:    The total number of shares of stock which the corporation is authorized to issue is One Thousand (1,000) shares of common stock. The par value of each share of common stock will be $0.01.

        FIFTH:    The business and affairs of the corporation shall be managed by or under the direction of the board of directors, and the directors need not be elected by ballot unless required by the bylaws of the corporation.

        SIXTH:    In furtherance and not in limitation of the powers conferred by the laws of the State of Delaware, the board of directors is expressly authorized to make, amend and repeal the bylaws.

        SEVENTH:    The corporation reserves the right to amend or repeal any provision contained in this Certificate of Incorporation in the manner prescribed by the laws of the State of Delaware. All rights herein conferred are granted subject to this reservation.

        EIGHTH:    No Director of the corporation shall be liable to the corporation or its stockholders for monetary damages for breach of fiduciary duty as a Director, except for liability (i) for any breach of the Director's duty of loyalty to the corporation or its stockholders, (ii) for acts or omissions not in good faith or which involve intentional misconduct or a knowing violation of law, (iii) under Section 174 of the Delaware General Corporation Law, or (iv) for any transaction from which the Director derived an improper personal benefit. If the Delaware General Corporation Law is hereafter amended to authorize the further elimination or limitation of the liability of a Director, then the liability of a Director of the corporation shall be eliminated or limited to the fullest extent permitted by the Delaware General Corporation Law, as so amended. Any repeal or modification of the foregoing provision of this Article Eighth by the stockholders of the corporation shall not adversely affect any right or protection of a Director of the corporation existing at the time of such repeal or modification. The provisions of this Article Eighth shall not be deemed to limit or preclude indemnification of a Director by the corporation for any liability of a Director that has not been eliminated by the provisions of this Article Eighth.

        NINTH:    The name and mailing address of the incorporator of this corporation are: Kenneth Liang, Esq., O'Melveny & Myers, 1800 Century Park East, Suite 600, Los Angeles, California, 90067.

        I, THE UNDERSIGNED, being the incorporator, for the purpose of forming a corporation under the laws of the State of Delaware do make, file and record this Certificate of Incorporation, do certify that the facts herein stated are true, and, accordingly, have hereto set my hand this 14th day of March, 1989.

/s/  KENNETH LIANG Kenneth Liang
Incorporator

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Exhibit 3.33

CERTIFICATE OF INCORPORATION OF ACT III INNER LOOP THEATRES, INC.

EX-3.34

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Exhibit 3.34

BYLAWS OF
ACT III INNER LOOP THEATRES, INC.
A Delaware Corporation

Table of Contents

		Page
ARTICLE I	Offices	1
ARTICLE II	Meetings of Stockholders	1
ARTICLE III	Directors	3
ARTICLE IV	Officers	5
ARTICLE V	Seal	6
ARTICLE VI	Form of Stock Certificate	7
ARTICLE VII	Representation of Shares of Other Corporations	7
ARTICLE VIII	Transfers of Stock	7
ARTICLE IX	Lost, Stolen, or Destroyed Certificates	7
ARTICLE X	Record Date	7
ARTICLE XI	Registered Stockholders	8
ARTICLE XII	Fiscal Year	8
ARTICLE XIII	Notices	8
ARTICLE XIV	Amendments	8
ARTICLE XV	Indemnification and Insurance	9

BYLAWS
OF
ACT III INNER LOOP THEATRES, INC.
a Delaware corporation

ARTICLE I

OFFICES

        Section 1.    Registered Office.    The registered office of this Corporation shall be in the City of Wilmington, County of New Castle, State of Delaware, and the name of the resident agent in charge thereof is the agent named in the Certificate of Incorporation until changed by the Board of Directors (the "Board").

        Section 2.    Principal Office.    The principal office for the transaction of the business of the Corporation shall be at such place as may be established by the Board. The Board is granted full power and authority to change said principal office from one location to another.

        Section 3.    Other Offices.    The Corporation may also have an office or offices at such other places, either within or without the State of Delaware, as the Board may from time to time designate or the business of the Corporation may require.

ARTICLE II

MEETINGS OF STOCKHOLDERS

        Section 1.    Place of Meetings.    Meetings of stockholders shall be held at such time and place, within or without the State of Delaware, as shall be stated in the notice of the meeting or in a duly executed waiver of notice thereof.

        Section 2.    Annual Meetings.    Annual meetings of stockholders shall be held on such date and at such time set by the Board and stated in the notice of the meeting, at which the stockholders shall elect members of the Board, and transact such other business as may properly be brought before the meeting.

        Section 3.    Special Meetings.    Special meetings of the stockholders of the Corporation for any purpose or purposes may be called at any time by the Board, or by a committee of the Board that has been duly designated by the Board and whose powers and authority, as provided in a resolution of the Board or in the Bylaws of the Corporation, include the power to call such meetings, and shall be called by the president or secretary at the request in writing of a majority of the Board, or at the request in writing of stockholders owning a majority in amount of the entire capital stock of the Corporation issued and outstanding and entitled to vote but such special meetings may not be called by any other person or persons; provided, however, that if and to the extent that any special meeting of stockholders may be called by any other person or persons specified in any provisions of the Certificate of Incorporation or any amendment thereto, or any certificate filed under Section 151(g) of the Delaware General Corporation Law (or its successor statute as in effect from time to time hereafter), then such special meeting may also be called by the person or persons in the manner, at the times and for the purposes so specified. Business transacted at any special meeting of stockholders shall be limited to the purposes stated in the notice.

        Section 4.    Stockholder Lists.    The officer who has charge of the stock ledger of the Corporation shall prepare and make, at least ten days before every meeting of stockholders, a complete list of stockholders entitled to vote at the meeting, arranged in alphabetical order, and showing the address of each shareholder and the number of shares registered in the name of each stockholder. Such list shall

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be open to the examination of any stockholder, for any purpose germane to the meeting, during ordinary business hours, for a period of at least ten days prior to the meeting, either at a place within the city where the meeting is to be held, which place shall be specified in the notice of the meeting, or at the place of the meeting, and the list shall also be available at the meeting during the whole time thereof, and may be inspected by any stockholder who is present.

        Section 5.    Notice of Meetings.    Written notice of each meeting of stockholders, whether annual or special, stating the place, date and hour of the meeting shall be given to each stockholder entitled to vote at such meeting not less than ten nor more than sixty days before the date of the meeting.

        Section 6.    Quorum and Adjournment.    The holders of a majority of the capital stock issued and outstanding and entitled to vote thereat, present in person or represented by proxy, shall constitute a quorum for holding all meetings of stockholders, except as otherwise provided by applicable law or by the Certificate of Incorporation. If it shall appear that such quorum is not present or represented at any meeting of stockholders, the Chairman of the meeting shall have power to adjourn the meeting from time to time, without notice other than announcement at the meeting, until a quorum shall be present or represented. At such adjourned meeting at which a quorum shall be present or represented, any business may be transacted which might have been transacted at the meeting as originally noticed. The Chairman of the meeting may determine that a quorum is present based upon any reasonable evidence of the presence in person or by proxy of stockholders holding a majority of the outstanding votes, including without limitation, evidence from any record of stockholders who have signed a register indicating their presence at the meeting.

        Section 7.    Voting.    In all matters, the vote of the holders of a majority of the capital stock having voting power present in person or represented by proxy shall decide any question brought before such meeting, unless the question is one upon which by express provision of applicable law, of the Certificate of Incorporation, or of these Bylaws a different vote is required in which case such express provision shall govern and control the decision of such question. Unless otherwise provided in the Certificate of Incorporation, each stockholder shall be entitled to cast one vote for each share of the capital stock entitled to vote held by such stockholder. The officer of the Corporation presiding at a meeting of stockholders, in his or her discretion, may require that any votes cast at such meeting shall be cast by written ballot.

        Section 8.    Proxies.    Each stockholder entitled to vote at a meeting of stockholders may authorize in writing another person or persons to act for him or her by proxy, but no proxy shall be voted or acted upon after eleven months from its date, unless the person executing the proxy specifies therein the period of time for which it is to continue in force.

        Section 9.    Inspector of Election.    The Board may appoint an Inspector or Inspectors of Election for any meeting of stockholders. Such Inspectors shall decide upon the qualification of the voters and report the number of shares represented at the meeting and entitled to vote, shall conduct the voting and accept the votes, and when the voting is completed shall ascertain and report the number of shares voted respectively for and against each position upon which a vote is taken by ballot. An Inspector need not be a stockholder, and any officer of the Corporation may be an Inspector on any position other than a vote for or against a proposal in which he or she shall have a material interest.

        Section 10.    Action Without Meeting.    Subject to Section 228 of the Delaware General Corporation Law, any action which, under any provision of the Delaware General Corporation Law, may be taken at any annual or special meeting of such stockholders, may be taken without a meeting, without prior notice and without a vote, if a consent in writing, setting forth the action so taken, shall be signed by the holders of outstanding stock having not less than a minimum number of votes that would be necessary to authorized or take such action at a meeting at which all shares entitled to vote thereon were present and voted.

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ARTICLE III

DIRECTORS

        Section 1.    Powers.    The Board shall have the power to manage or direct the management of the property, business and affairs of the Corporation, and except as expressly limited by law, to exercise all of its corporate powers. The Board may establish procedures and rules, or may authorize the Chairman of any meeting of stockholders to establish procedures and rules, for the fair and orderly conduct of any stockholders' meeting, including without limitation, registration of the stockholders attending the meeting, adoption of an agenda, establishing the order of business at the meeting, recessing and adjourning the meeting for the purposes of tabulating any votes and receiving the result thereof, the timing of the opening and closing of the polls, and the physical layout of the facilities for the meeting.

        Section 2.    Number.    The Board shall consist of one or more members in such number as shall be determined from time to time by resolution of the Board. Until otherwise determined by such resolution, the Board shall consist of one member. Directors need not be stockholders, and each director shall serve until his or her successor is elected and qualified or until his or her death, retirement, resignation or removal.

        Section 3.    Nominations.    Nominations of candidates for election as directors of the Corporation may be made by the Board or by any stockholder entitled to vote at a meeting at which one or more directors are to be elected (an "Election Meeting") who complies with the notice procedures set forth in this Section 3. Nominations made by the Board shall be made at a meeting of the Board or by written consent of directors in lieu of a meeting, not less than 30 days prior to the date of an Election Meeting. At the request of the Secretary of the Corporation, each proposed nominee shall provide the Corporation with such information concerning him or herself as is required, under the rules of the Securities and Exchange Commission, to be included in the Corporation's proxy statement soliciting proxies for the election of directors. Not less than 30 days nor more than 60 days prior to the date of an Election Meeting, subject to any other requirements of law, any stockholder who intends to make a nomination at the Election Meeting shall deliver a notice to the Secretary of the Corporation setting forth (i) the name and address of the stockholder and of each nominee proposed in such notice, (ii) the class, series and number of shares of capital stock of the Corporation which are beneficially owned by the stockholder, (iii) a representation that the stockholder intends to nominate the persons specified in the notice at the meeting, (iv) a description of any arrangements between the stockholder and nominees or any other person with respect to the nomination, (v) such other information concerning each such nominee as would be required under the rules of the Securities and Exchange Commission in a proxy statement soliciting proxies for the election of such nominees, and (vi) the consent to serve as a director of the Corporation, if elected, of each such nominee. In the event that a person is validly designated as a nominee and shall thereafter become unable or unwilling to stand for election to the Board, the Board or the stockholder who proposed such nominee, as the case may be, may designate a substitute nominee. If the Chairman of the Election Meeting determines that a nomination was not made in accordance with the foregoing procedures, such nomination shall be void.

        Section 4.    Vacancies and Newly Created Directorships.    Any vacancy in the Board caused by death, resignation, removal or otherwise, or through an increase in the number of directors of a class, shall be filled by a majority vote of the remaining directors, or by the sole remaining director. A director so elected to fill a vacancy shall serve for the remainder of the then present term of the directorship to which he or she was elected.

        Section 5.    Initial Meeting.    The Board shall meet as soon as practicable after the initial election of directors by the incorporator and notice of such first meeting shall not be required.

        Section 6.    Regular Meetings.    Regular meetings of the Board shall be held without call or notice at such time and place as shall from time to time be fixed by standing resolution of the Board.

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        Section 7.    Special Meetings.    Special meetings of the Board may be called at any time, and for any purpose permitted by law, by the Chairman of the Board, the President, the Secretary, or any two members of the Board, which meetings shall be held at the time and place designated by the person or persons calling the meeting. Notice of the time, place and purpose of any such meeting shall be given to the directors by the Secretary, or in case of his or her absence, refusal or inability to act, by any other officer. Any such notice may be given by mail, by telegraph, by telephone, by personal service, or by any thereof as to different directors. If the notice is by mail, then it shall be deposited in a United States Post Office at least four days before the time of the meeting; if by telegraph, by deposit of the message with the telegraph company at least forty-eight hours before the time of the meeting; if by telephone or by personal service, at least forty-eight hours before the time of the meeting.

        Section 8.    Quorum.    At all meetings of the Board a majority of the whole Board shall be necessary and sufficient to constitute a quorum for the transaction of business, and the act of a majority of the directors present at any meeting at which there is a quorum shall be the act of the Board, except as may be otherwise specifically provided by applicable law, by the Certificate of Incorporation or by these Bylaws. Any meeting of the Board may be adjourned to meet again at a stated day and hour. Even though no quorum is present, as required in this Section, a majority of the directors present at any meeting of the Board, either regular or special, may adjourn from time to time until a quorum be had, but no later than the time fixed for the next regular meeting of the Board. Notice of any adjourned meeting need not be given.

        Section 9.    Fees and Compensation.    Each Director and each member of a committee of the Board shall receive such fees and reimbursement of expenses incurred on behalf of the corporation or in attending meetings as the Board may from time to time determine.

        Section 10.    Meetings by Telephonic Communication.    Members of the Board or any committee thereof may participate in a regular or special meeting of such Board or committee by means of conference telephone or similar communications equipment by means of which all persons participating in the meeting can hear each other, if the standing resolutions fixing the time and place of a regular meeting or if the notice of the time and place of any regular or special meeting provides for such participation. Participation in a meeting pursuant to this Section shall constitute presence in person at such meeting.

        Section 11.    Committees.    The Board may, by resolution passed by a majority of the whole Board, designate one or more committees, each committee to consist of one or more of the directors of the Corporation. The Board may designate one or more directors as alternate members of any committee, who may replace any absent or disqualified member at any meeting of the committee. In the absence or disqualification of a member of a committee and if the Board has not designated one or more alternates (or if such a designation has been made, in the absence or disqualification of such alternate(s)), the member or members thereof present at any meeting and not disqualified from voting, whether or not he, she or they constitute a quorum, may unanimously appoint another member of the Board to act at the meeting in the place of any such absent or disqualified member or alternate. Any such committee, to the extent provided in a resolution of the Board shall have and may exercise all the powers and authority of the Board in the management of the business and affairs of the Corporation, and may authorize the seal of the Corporation to be affixed to all papers which may require it; but no such committee shall have the power or authority in reference to amending the Certificate of Incorporation or these Bylaws, adopting an agreement of merger or consolidation, recommending to the stockholders the sale, lease or exchange of all or substantially all of the Corporation's property and assets, recommending to the stockholders a dissolution of the Corporation or a revocation of a dissolution; and, unless a resolution expressly so provides, no such committee shall have the power or authority to declare a dividend or to authorize the issuance of capital stock.

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        Section 12.    Action Without Meetings.    Unless otherwise restricted by applicable law, the Certificate of Incorporation or these Bylaws, any action required or permitted to be taken at any meeting of the Board or of any committee thereof may be taken without meeting if all members of the Board or of such committee consent thereto in writing as the case may be, and the writing or writings are filed with the minutes of proceedings of the Board or committee.

        Section 13.    Removal.    Unless otherwise restricted by the Certificate of Incorporation or bylaw, any Director or the entire Board may be removed, with or without cause, by the holders of a majority of shares entitled to vote at an election of Directors.

ARTICLE IV

OFFICERS

        Section 1.    Officers.    The Corporation shall have a Chairman of the Board, a President, one or more Vice Presidents, a Secretary and a Treasurer. The Corporation may also, at the discretion of the Board of Directors, have as officers of the Corporation one or more Assistant Secretaries, one or more Assistant Treasurers and such other officers as may be elected or appointed in accordance with the provisions of Section 3 of this Article. Any two or more of such offices may be held by the same person.

        Section 2.    Election.    The officers of the Corporation, except such officer as may be elected or appointed in accordance with the provisions of Section 3 or Section 5 of this Article, shall be chosen annually by, and shall serve at the pleasure of, the Board, and shall hold their respective offices until their resignation, removal, or other disqualification from service, or until their respective successors shall be elected.

        Section 3.    Subordinate Officers.    The Board may elect, and may empower the President to appoint, such other officers as the business of the Corporation may require, each of whom shall hold office for such period, have such authority and perform such duties as are provided in these Bylaws or as the Board may from time to time determine.

        Section 4.    Removal and Resignation.    Any officer may be removed, either with or without cause, by the Board at any time or, except in the case of an officer not chosen by the Board, by any officer upon whom such power of removal may be conferred by the Board. Any such removal shall be without prejudice to the rights, if any, of the officer under any contract of employment of the officer.

        Any officer may resign at any time by giving written notice to the Corporation, but without prejudice to the rights, if any, of the Corporation under any contract to which the officer is a party. Any such resignation shall take effect at the date of the receipt of such notice or at any later time specified therein and, unless otherwise specified therein, the acceptance of such resignation shall not be necessary to make it effective.

        Section 5.    Vacancies.    A vacancy in any office because of death, resignation, removal, disqualification or any other cause shall be filled in the manner prescribed in these Bylaws for regular election or appointment to such office.

        Section 6.    Chairman of the Board.    The Chairman of the Board shall preside at all meetings of the stockholders and of the Board and shall have such other powers and duties as may be prescribed by the Board or the Bylaws.

        Section 7.    President.    The President shall be the chief executive officer of the Corporation. Subject to the control of the Board and to the powers vested by the Board in any committee or committees appointed by the Board, the President shall have general supervision, direction and control of the business and officers of the Corporation. The President shall have the general powers and duties

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of management usually vested in the chief executive officer of a corporation and shall have such other powers and duties as may be prescribed by the Board or the Bylaws.

        Section 8.    Vice Presidents.    In the absence or disability of the President, the Vice Presidents, in order of their rank as fixed by the Board, or, if not ranked, the Vice President designated by the Board shall perform all the duties of the President and when so acting shall have all the powers of and be subject to all the restrictions upon the President. The Vice Presidents shall have such other powers and perform such duties as may be prescribed for them, respectively, from time to time, by the Board or the Bylaws.

        Section 9.    Secretary.    The Secretary shall keep or cause to be kept, at the principal executive office and such other place as the Board may order, a book of minutes of all meetings of stockholders, the Board and its committees, with the time and place of holding, whether regular or special, and if special, how authorized, the notice thereof given, the names of those present at Board and committee meetings, the number of shares present or represented at stockholders' meetings, and the proceedings thereof. The Secretary shall keep, or cause to be kept, a copy of the Bylaws of the Corporation at the principal executive office or business office.

        The Secretary shall keep, or cause to be kept, at the principal executive office or at the office of the Corporation's transfer agent or registrar, if one be appointed, a share register, or a duplicate share register, showing the names of the stockholders and their addresses, the number and classes of shares held by each, the number and date of certificates issued for the same, and the number and date of cancellation of every certificate surrendered for cancellation.

        The Secretary shall give, or cause to be given, notice of all meetings of the stockholders and of the Board and any committees thereof required by these Bylaws or by law to be given, shall keep the seal of the Corporation in safe custody, and shall have such other powers and perform such other duties as may be prescribed by the Board.

        Section 10.    Treasurer.    The Treasurer is the chief financial officer of the Corporation and shall keep and maintain, or cause to be kept and maintained, adequate and correct accounts of the properties and business transactions of the Corporation, and shall send or cause to be sent to the stockholders of the Corporation such financial statements and reports as are by law or these Bylaws required to be sent to them. The books of account shall at all times be open to inspection by any director.

        The Treasurer shall deposit all moneys and other valuables in the name and to the credit of the Corporation with such depositaries as may be designated by the Board. The Treasurer shall disburse the funds of the Corporation as may be ordered by the Board, shall render to the President and the directors, whenever they request it, an account of all transactions as Treasurer and of the financial condition of the Corporation, and shall have such other powers and perform such other duties as may be prescribed by the Board.

ARTICLE V

SEAL

        It shall not be necessary to the validity of any instrument executed by any authorized officer or officers of the Corporation, that the execution of such instrument be evidenced by the corporate seal, and all documents, instruments, contracts, and writings of all kinds signed on behalf of the Corporation by any authorized officer or officers thereof shall be as effectual and binding on the Corporation without the corporate seal, as if the execution of the same had been evidenced by affixing the corporate seal thereto.

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ARTICLE VI

FORM OF STOCK CERTIFICATE

        Every holder of capital stock in the Corporation shall be entitled to have a certificate signed by, or in the name of, the Corporation by the President or a Vice President, and by the Treasurer or an Assistant Treasurer, or the Secretary or an Assistant Secretary of the Corporation, certifying the number of shares owned by him or her in the Corporation. Any or all of the signatures on the certificate may be a facsimile. In case any officer, transfer agent, or registrar who has signed or whose facsimile signature has been placed upon a certificate shall have ceased to be such officer, transfer agent, or registrar before such certificate is issued, it may be issued by the Corporation with the same effect as if he or she were such officer, transfer agent, or registrar at the date of the issue.

ARTICLE VII

REPRESENTATION OF SHARES OF OTHER CORPORATIONS

        The Chairman of the Board, the President or any other officer or officers authorized by the Board are each authorized to vote, represent, and exercise on behalf of the Corporation all rights incident to any and all shares of any other corporation or corporations standing in the name of the Corporation. The authority herein granted may be exercised either by any such officer in person or by any other person authorized so to do by proxy or power of attorney duly executed by said officer.

ARTICLE VIII

TRANSFERS OF STOCK

        Upon surrender to the Corporation or a transfer agent of the Corporation of a certificate for shares duly endorsed or accompanied by proper evidence of succession, assignment, or authority to transfer, it shall be the duty of the Corporation to issue a new certificate to the person entitled thereto, cancel the old certificate, and record the transaction upon its books.

ARTICLE IX

LOST, STOLEN, OR DESTROYED CERTIFICATES

        The Board may direct a new certificate or certificates to be issued in place of any certificate or certificates theretofore issued by the Corporation alleged to have been lost, stolen, or destroyed, upon the making of an affidavit of the fact by the person claiming the certificate of stock to be lost, stolen, or destroyed. When authorizing such issue of a new certificate or certificates, the Board may, in its discretion and as a condition precedent to the issuance thereof, require the owner of such lost, stolen, or destroyed certificate or certificates, or his or her legal representative, to give the Corporation a bond in such sum as it may direct as indemnity against any claim that may be made against the Corporation with respect to the certificate alleged to have been lost, stolen, or destroyed.

ARTICLE X

RECORD DATE

        The Board may fix in advance a date, which shall not be more than sixty days nor less than ten days preceding the date of any meeting of stockholders, or the date for the payment of any dividend, or the date for the allotment of rights, or the date when any change or conversion or exchange of capital stock shall go into effect, or a date in connection with obtaining such consent, as a record date for the determination of stockholders entitled to notice of, and to vote at, any such meeting and any adjournment thereof, or entitled to receive payment of any such dividend, or to any such allotment of rights, or to exercise the rights in respect of any such change, conversion or exchange of capital stock,

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or to give such consent, and in such case such stockholders, and only such stockholders as shall be stockholders of record on the date so fixed shall be entitled to such notice of, and to vote at, such meeting and any adjournment thereof, or to receive payment of such dividend, or to receive such allotment of rights, or to exercise such rights, or to give such consent, as the case may be, not withstanding any transfer of any stock on the books of the Corporation after any such record date fixed as aforesaid.

ARTICLE XI

REGISTERED STOCKHOLDERS

        The Corporation shall be entitled to treat the holder of record of any share or shares of stock as the holder in fact thereof and, accordingly, shall not be bound to recognize any equitable or other claim to or interest in such share on the part of any other person, whether or not it shall have express or other notice thereof, save as expressly provided by applicable law.

ARTICLE XII

FISCAL YEAR

        The fiscal year of the Corporation shall be fixed by resolution of the Board.

ARTICLE XIII

NOTICES

        Section 1.    Manner of Notice.    Whenever under the provisions of applicable law, the Certificate of Incorporation or these Bylaws, notice is required to be given to any director, committee member, officer, or stockholder, it shall not be construed to mean personal notice, but such notice may be given, in the case of stockholders, in writing, by mail, by depositing the same in the post office or letter box, in a postpaid sealed wrapper, addressed to such stockholder, at such address as appears on the books of the Corporation, or, in default of other address, to such stockholder at the General Post Office in the City of Wilmington, Delaware, and, in the case of directors, committee members and officers, by telephone, or by mail or by telegram to the last business address known to the Secretary of the Corporation, and such notice shall be deemed to be given at the time when the same shall be thus mailed or telegraphed or telephoned.

        Section 2.    Waiver of Notice.    Whenever any notice is required to be given under the provisions of applicable law, the Certificate of Incorporation or these Bylaws, a waiver thereof in writing, signed by the person or persons entitled to said notice, whether before or after the time stated therein, shall be deemed equivalent thereto.

ARTICLE XIV

AMENDMENTS

        The Board shall have the power to make, adopt, alter, amend and repeal from time to time bylaws of this Corporation, subject to the right of the stockholders entitled to vote with respect thereto to adopt, alter, amend, and repeal bylaws made by the Board; provided, however, that these Bylaws shall not be adopted, altered, amended, or repealed by the stockholders of the Corporation, except by the vote of the holders of not less than two-thirds of the outstanding shares of Common Stock.

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ARTICLE XV

INDEMNIFICATION AND INSURANCE

        Section 1.    Right to Indemnification.    Each person who was or is a party or is threatened to be made a party to or is involved in any action, suit or proceeding, whether civil, criminal, administrative or investigative (hereinafter a "proceeding"), by reason of the fact that he or she, or a person of whom he or she is the legal representative, is or was a director or officer of the Corporation or is or was serving at the request of the Corporation as a director, officer, employee or agent of another corporation or of a partnership, joint venture, trust or other enterprise, including service with respect to employee benefit plans, whether the basis of such proceeding is alleged action or inaction in an official capacity or in any other capacity while serving as a director, officer, employee or agent, shall be indemnified and held harmless by the Corporation to the fullest extent permitted by the laws of Delaware, as the same exist or may hereafter be amended, against all costs, charges, expenses, liabilities and losses (including attorneys' fees, judgments, fines, ERISA excise taxes or penalties and amounts paid or to be paid in settlement) reasonably incurred or suffered by such person in connection therewith, and such indemnification shall continue as to a person who has ceased to be a director, officer, employee or agent and shall inure to the benefit of his or her heirs, executors and administrators; provided, however, that, except as provided in Section 2 hereof, the Corporation shall indemnify any such person seeking indemnification in connection with a proceeding (or part thereof) initiated by such person only if such proceeding (or part thereof) was authorized by the Board of Directors of the Corporation. The right to indemnification conferred in this Article shall be a contract right and shall include the right to be paid by the Corporation the expenses incurred in defending any such proceeding in advance of its final disposition; provided, however, that, if the Delaware General Corporation Law requires, the payment of such expenses incurred by a director or officer in his or her capacity as a director or officer (and not in any other capacity in which service was or is rendered by such person while a director or officer, including, without limitation, service to an employee benefit plan) in advance of the final disposition of a proceeding; shall be made only upon delivery to the Corporation of an undertaking, by or on behalf of such director or officer, to repay all amounts so advanced if it shall ultimately be determined that such director or officer is not entitled to be indemnified under this Section or otherwise. The Corporation may, by action of its Board of Directors, provide indemnification to employees and agents of the Corporation with the same scope and effect as the foregoing indemnification of directors and officers.

        Section 2.    Right of Claimant to Bring Suit.    If a claim under Section 1 of this Article is not paid in full by the Corporation within thirty days after a written claim has been received by the Corporation, the claimant may at any time thereafter bring suit against the Corporation to recover the unpaid amount of the claim and, if successful in whole or in part, the claimant shall be entitled to be paid also the expense of prosecuting such claim. It shall be a defense to any such action (other than an action brought to enforce a claim for expenses incurred in defending any proceeding in advance of its final disposition where the required undertaking, if any is required, has been tendered to the Corporation) that the claimant has failed to meet a standard of conduct which makes it permissible under Delaware law for the Corporation to indemnify the claimant for the amount claimed. Neither the failure of the Corporation (including its Board of Directors, independent legal counsel, and its stockholders) to have made a determination prior to the commencement of such action that indemnification of the claimant is permissible in the circumstances because he or she has met such standard of conduct, nor an actual determination by the Corporation (including its Board of Directors, independent legal counsel, and its stockholders) that the claimant has not met such standard of conduct, shall be a defense to the action or create a presumption that the claimant has failed to meet such standard of conduct.

        Section 3.    Non-Exclusivity of Rights.    The right to indemnification and the payment of expenses incurred in defending a proceeding in advance of its final disposition conferred in this Article shall not

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be exclusive of any other right which any person may have or hereafter acquire under any statute, provision of the Certificate of Incorporation, bylaw, agreement, vote of stockholders or disinterested directors or otherwise.

        Section 4.    Insurance.    The Corporation may maintain insurance, at its expense, to protect itself and any director, officer, employee or agent of the Corporation or another corporation, partnership, joint venture, trust or other enterprise against any such expense, liability, loss, whether or not the Corporation would have the power to indemnify such person against such expense, liability or loss under Delaware law.

        Section 5.    Expenses as a Witness.    To the extent that any director, officer, employee or agent of the Corporation is by reason of such position, or a position with another entity at the request of the Corporation, a witness in any action, suit or proceeding, he or she shall be indemnified against all costs and expenses actually and reasonably incurred by him or her or on his or her behalf in connection therewith.

        Section 6.    Indemnity Agreements.    The Corporation may enter into agreements with any director, officer, employee or agent of the Corporation providing for indemnification to the full extent permitted by Delaware law.

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CERTIFICATE OF SECRETARY

OF

ACT III INNER LOOP THEATRES, INC.

a Delaware corporation

        I hereby certify that I am the duly elected and acting secretary of said corporation and that the foregoing Bylaws, comprising 16 pages, constitute the Bylaws of said corporation as duly adopted by the sole Director by written consent dated and signed as of March 31, 1989.
  

Dated:    March 31, 1989 /s/  SUSANNE RESNICK Susanne Resnick, Secretary

CERTIFICATE OF SECRETARY
OF
ACT III INNER LOOP THEATRES, INC.

        I, Kathy J. Watanabe, do hereby certify as follows:

        1.    I am the duly elected, qualified and acting Secretary of Act III Inner Loop Theatres, Inc., a Delaware corporation (the "Company").

        2.    Attached hereto as Exhibit A is a true and correct copy of the resolutions amending the Bylaws duly adopted by the Board of Directors of the Company by written consent dated October 1, 1990. The resolutions set forth in Exhibit A were duly adopted and have not been amended or revoked and are now in full force and effect.

IN WITNESS WHEREOF, I have executed this Certificate in my official capacity as of the lst day of April, 1991.
  

/s/  KATHY J. WATANABE Kathy J. Watanabe, Secretary

EXHIBIT A

AMENDMENT OF BYLAWS TO DELETE REFERENCE RELATING TO "NOMINATIONS"

WHEREAS, the sole director has been asked to consider amending the Bylaws to delete Article III, Section 3 entitled "Nominations" in its entirety since said section in the Bylaws is intended for a public corporation;

NOW, THEREFORE, BE IT RESOLVED, that the Bylaws be, and they hereby are, amended by deleting Article III, Section 3 in its entirety from the Bylaws of this Company.

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Exhibit 3.34

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CERTIFICATE OF SECRETARY OF ACT III INNER LOOP THEATRES, INC.
EXHIBIT A
AMENDMENT OF BYLAWS TO DELETE REFERENCE RELATING TO "NOMINATIONS"

EX-3.35

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Exhibit 3.35

STATE OF DELAWARE
SECRETARY OF STATE
DIVISION OF CORPORATIONS
FILED 09:00 AM 04/12/2002
020237285 - 3373754

CERTIFICATE OF AMENDMENT TO
AMENDED AND RESTATED
CERTIFICATE OF INCORPORATION
OF
EDWARDS THEATRES, INC.

(Pursuant to Section 242)

        Edwards Theatres, Inc., a corporation organized and existing under the General Corporation Law of the State of Delaware (the "Corporation"), does hereby certify as follows for the purpose of amending its Amended and Restated Certificate of Incorporation:

FIRST:    That the Board of Directors of the Corporation by the unanimous written consent of its members, filed with the minutes of the Board of Directors, adopted resolutions approving the following amendments to the Amended and Restated Certificate of Incorporation of the Corporation, declaring such amendments to be advisable and calling for stockholder approval of the amendments.

SECOND:    That the amendments were in all respects duly adopted in accordance with the provisions of Section 228 and 242 of the Delaware General Corporation Law.

THIRD:    That Article 4, Paragraph B, Section 3 of the Certificate of Incorporation shall be deleted in its entirety and the following shall be inserted in lieu thereof:

"Section 3    Voting Rights.    Each holder of the Series A Preferred Stock and each holder of the Series B Preferred Stock shall be entitled to notice of all stockholders meetings in accordance with the Corporation's bylaws, and except as otherwise required by applicable law, the holders of Series A Preferred Stock and the holders of Series B Preferred Stock shall not be entitled to vote."

FOURTH:    That Article 4, Paragraph B, Section 6 of the Certificate of Incorporation shall be deleted in its entirety and the following shall be inserted in lieu thereof:

        "Section 6.    Redemption.

        (a)    Optional Redemption.

          (i)  The Corporation shall have the right to redeem, at any time when the capital of the Corporation is sufficient under applicable law to make such redemption, all or any of the shares of the Series A Preferred Stock. All shares of Series A Preferred Stock to be redeemed shall be redeemed by paying for each such share an amount in cash equal to the Series A Preferred Liquidation Preference.

        (ii)  The Corporation shall have the right to redeem, at any time when the capital of the Corporation is sufficient under applicable law to make such redemption, all or any of the shares of the Series B Preferred Stock; provided, however, that without the consent of the holders of the Series B Preferred Stock (which consent may be withheld or delayed in the sole discretion of such holders), the Series B Preferred Stock shall not be redeemed unless all of the issued and outstanding shares of the Series A Preferred Stock have been, or will concurrently with the redemption of the Series B Preferred Stock be, redeemed. All shares of

Series B Preferred Stock to be redeemed shall be redeemed by paying for each such share an amount in cash equal to the Series B Preferred Liquidation Preference.

        (iii)  Subject to the next succeeding sentence, each holder of Series B Preferred Stock shall have the right, by giving written notice (the "Series B Redemption Notice") to the Corporation at any time not less than five Business Days prior to the date of the redemption of one or more shares of the Series A Preferred Stock pursuant to clause (i) above (the "Optional Redemption Date"), to require the Corporation to redeem, concurrently with the redemption of the Series A Preferred Stock, the number of shares of Series B Preferred Stock equal to its pro rata share of (x) the number of shares of Series B Preferred Stock outstanding prior to giving effect to any redemption of Series B Preferred Stock to be effected pursuant to this clause (iii) multiplied by (y) a fraction, the numerator of which is the number of shares of Series A Preferred Stock to be redeemed and the denominator of which is the number of outstanding shares of Series A Preferred Stock prior to giving effect to such redemption. If the capital of the Corporation on any Optional Redemption Date is insufficient under applicable law to redeem the total number of outstanding shares of Series A Preferred Stock to be redeemed on the Optional Redemption Date and the total number of outstanding shares of Series B Preferred Stock set forth in each Series B Redemption Notice to the Corporation (collectively, the "Redeemable Shares"), those funds which are legally available for redemption shall be used to redeem the maximum possible number of the Redeemable Shares pro rata among the holders of the Redeemable Shares based upon the aggregate Liquidation Preference of the Redeemable Shares held by each such holder. At any time thereafter when the capital of the Corporation is sufficient under applicable law to redeem all or any portion of such Redeemable Shares, the Corporation shall make such payments of such amounts as are legally available for redemption of such shares, to redeem the balance of such shares, or such portion thereof for which capital is then legally sufficient, on the basis set forth above.

        (b)    Mandatory Redemption

          (i)  The Corporation shall redeem, on October 1, 2008 (the "Mandatory Redemption Date"), all of the outstanding shares of Series A Preferred Stock. All shares of Series A Preferred Stock to be redeemed shall be redeemed by paying for each such share an amount in cash equal to the Series A Liquidation Preference. If the capital of the Corporation on the Mandatory Redemption Date is insufficient under applicable law to redeem the total number of outstanding shares of Series A Preferred Stock to be redeemed on the Mandatory Redemption Date, the holders of shares of Series A Preferred Stock shall share ratably in any payment legally available for redemption of such shares on the Mandatory Redemption Date according to the respective amounts which would be payable with respect to the full number of shares owned by such holders if all such outstanding shares were redeemed in full prior to any payments to the holders of Series B Preferred Stock pursuant to subsection (ii) below. At any time thereafter when the capital of the Corporation is sufficient under applicable law to redeem such shares of Series A Preferred Stock, the Corporation shall make such payments as are legally available for redemption of such shares to redeem the balance of such shares of Series A Preferred Stock, or such portion thereof for which capital is then legally sufficient, on the basis set forth above.

        (ii)  On the Mandatory Redemption Date, the Corporation shall redeem, all of the outstanding shares of Series B Preferred Stock. All shares of Series B Preferred Stock to be redeemed shall be redeemed by paying for each such share an amount in cash equal to the Series B Liquidation Preference following the payment in full by the Corporation of all amounts payable to the holders of Series A Preferred Stock pursuant to subsection (i) above. If the capital of the Corporation on any Redemption date is insufficient under applicable law to redeem the total number of outstanding shares of Series B Preferred Stock to be redeemed

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on the Mandatory Redemption Date, the holders of shares of Series B Preferred Stock shall share ratably in any payment legally available for redemption of such shares on the Mandatory Redemption Date according to the respective amounts which would be payable with respect to the full number of shares owned by such holders if all such outstanding shares were redeemed in full. At any time thereafter when the capital of the corporation is sufficient under applicable law to redeem such shares of Series B Preferred Stock, the Corporation shall make such payments as are legally available for redemption of such shares to redeem the balance of such shares, or such portion thereof for which capital is then legally sufficient, on the basis set forth above.

        (c)    Redemption Mechanics.

          (i)  At least 10 Business Days but not more than 30 days prior to any date on which the Corporation proposes to redeem any series of Preferred Stock pursuant to subsection (a) above, (each a "Redemption Date"), written notice (the "Redemption Notice") shall be given by the Corporation by mail, postage prepaid, or by facsimile transmission to non-U.S. residents, to each holder of record (at the close of business on the business day next preceding the day on which the Corporation Redemption Notice is given) of shares of Series A Preferred Stock and/or Series B Preferred Stock, as applicable, notifying such holder of the redemption and specifying the number of shares of Preferred Stock to be redeemed, the applicable Liquidation Preference, the Redemption Date and the place where said Liquidation Preference shall be payable. In the event the Corporation proposes to redeem the Series A Preferred Stock pursuant to subsection (a)(i) above, a copy of the Redemption Notice shall be given concurrently to each holder of record of Series B Preferred Stock. The Redemption Notice shall be addressed to each holder at his address as shown by the records of the Corporation. On the Mandatory Redemption Date the Corporation shall be obligated to redeem all of the issued and outstanding shares of Series A Preferred Stock and Series B Preferred Stock and upon mailing any Redemption Notice the Corporation shall become obligated to redeem at the time of redemption specified therein all shares of Series A Preferred Stock and/or Series B Preferred Stock therein specified, and in each such case all funds necessary for such redemption shall be set aside by the Corporation.

        (ii)  On or before any Redemption Date, the Corporation shall deposit the amount of the applicable Liquidation Preference thereof with a bank or trust company having an office in the City of Los Angeles, designated in the Redemption Notice, irrevocably in trust for the benefit of the holder of such share of Preferred Stock and thereafter such share shall be deemed to have been redeemed on the Redemption Date so specified, whether or not the certificate for such share of Preferred Stock shall be surrendered for redemption and canceled. Upon surrender to the Corporation by the holder of such share of Preferred Stock of the certificate representing such Preferred Stock, the Corporation shall immediately pay the applicable Liquidation Preference to such holder.

        (iii)  From and after the close of business on the Redemption Date or, if the Corporation does not redeem all shares of Preferred Stock required to be redeemed on such date, the date on which shares of Preferred Stock are redeemed following the Redemption Date, as contemplated in Sections 6(a)(iii), 6(b)(i) and (6)(b)(ii) above, which shares shall be deemed to be redeemed on the date on which the Corporation sends payment in full therefor, in cash, as provided in Section 6(a)(iii), 6(b)(i) or 6(b)(ii) above, as applicable, to the holders of shares being so redeemed (each a "Delayed Redemption Date"), all rights of holders of shares of Preferred Stock being so redeemed shall cease with respect to such shares on such Redemption Date or Delayed Redemption Date, as applicable, and such shares shall not thereafter be transferred on the books of the Corporation or be deemed to be outstanding for any purpose whatsoever.

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        (iv)  In case fewer than all the shares represented by any certificate are redeemed, a new certificate or certificates shall be issued representing the unredeemed shares without cost to the holder thereof."

FIFTH:    Except as amended hereby, the provisions of the Amended and Restated Certificate of Incorporation shall remain in full force and effect.

        IN WITNESS WHEREOF, the Corporation has caused this Certificate of Amendment to be duly executed by an authorized officer this 8th day of April, 2002.

EDWARDS THEATRES, INC.
By:	/s/  RONALD REID
Ronald Reid, Chief Executive Officer

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STATE OF DELAWARE
SECRETARY OF STATE
DIVISION OF CORPORATIONS
FILED 02:00 PM 09/06/2001
010441828-3373754

AMENDED AND RESTATED
CERTIFICATE OF INCORPORATION
OF
EDWARDS THEATRES, INC.

        EDWARDS THEATRES, INC. (the "Corporation"), a corporation organized and existing under the General Corporation Law of the State of Delaware (the "General Corporation Law"),

        DOES HEREBY CERTIFY:

        FIRST: That the filing date of the Corporation's original Certificate of Incorporation (the "Certificate of Incorporation") with the Secretary of State of the State of Delaware was April 18, 2001;

        SECOND: That the amendment and restatement of the Certificate of Incorporation (the "Restated Certificate") has been duly adopted in accordance with the provisions of Sections 242 and 245 of the General Corporation Law by the Board of Directors and the stockholders of the Corporation; and

        THIRD: That the Restated Certificate of Incorporation so adopted reads as follows.

        RESOLVED, that the Certificate of Incorporation of the Corporation be amended and restated in its entirety as follows:

ARTICLE 1

        The name of the Corporation is Edwards Theatres, Inc.

ARTICLE 2

        The address of the Corporation's registered office in the State of Delaware is the Corporation Trust Center, 1209 Orange Street, City of Wilmington, County of New Castle, Delaware 19801. The name of its registered agent at such address is The Corporation Trust Company.

ARTICLE 3

        The purpose of the Corporation is to engage in any lawful act or activity for which corporations may be organized under the General Corporation Law of the State of Delaware, as amended from time to time.

ARTICLE 4

        The total number of shares of stock which the Corporation shall have authority to issue is Eleven Million (11,000,000) shares, divided into two classes to be designated "Common Stock" and "Preferred Stock". The total authorized number of shares of Common Stock, par value $0.001 per share, is Ten Million (10,000,000), of which Two Million (2,000,000) shares are designated Class A Common Stock (the "Class A Common Stock") and Two Million (2,000,000) shares are designated Class B Common Stock (the "Class B Common Stock" ). The total authorized number of shares of Preferred Stock, par value of $0.001 per share, is One Million (1,000,000), of which Fifty-Six Thousand (56,000) shares are designated Series A Preferred Stock (the "Series A Preferred Stock") and Fifteen Thousand (15,000) shares are designated Series B Preferred Stock (the "Series B Preferred Stock").

        As to the remaining undesignated shares of authorized Common Stock or Preferred Stock, the Board of Directors of the Corporation is hereby expressly authorized at any time, and from time to

time, to create and provide for the issuance of shares of Common Stock or Preferred Stock in one or more classes or series and, by filing a certificate pursuant to the General Corporation Law to establish the number of shares to be included in each such class or series, and to fix the designations, preferences and relative, participating, optional or other special rights of the shares of each such class or series and the qualifications, limitations of restrictions thereof, as shall be stated and expressed in the resolution or resolutions providing for the issue thereof adopted by the Board of Directors.

        The powers, designations, preferences and relative, participating, optional or other special rights (and the qualifications, limitations or restrictions thereof) of the Common Stock and the Preferred Stock are as follows:

A.    COMMON STOCK

Section 1.    Dividends and Distributions.

        Subject to other provisions of this Article 4, and in addition to the rights of the holders of the Preferred Stock set forth in Article 4(B), the holders of Common Stock and Preferred Stock shall be entitled to the payment of dividends when and as declared by the Board of Directors out of funds legally available therefor, after payment of such dividends on the shares of Preferred Stock as provided in Article 4(B) below, as follows: (i) 10.2% on a pro rata basis to the holders of the Series A Preferred Stock, (ii) 9.8% on a pro rata basis to the holders of the Series B Preferred Stock and (iii) 80% on a pro rata basis to the holders of shares of Common Stock.

Section 2.    Liquidation Rights.

        Upon the liquidation, dissolution or winding up of the Corporation, the assets of the Corporation shall be distributed as provided in Section 5 of Article 4(B) hereof.

Section 3.    Redemption.

        The Common Stock is not redeemable.

Section 4.    Voting Rights.

        (a)    Class A Common Stock.    The holder of each share of Class A Common Stock shall have the right to two votes for each such share, and shall be entitled to notice of any stockholders' meeting in accordance with the Bylaws of the Corporation, and shall be entitled to vote upon such matters and in such manner as may be provided by law and other provisions of this Restated Certificate.

        (b)    Class B Common Stock.    The holder of each share of Class B Common Stock shall have the right to one vote for each such share, and shall be entitled to notice of any stockholders' meeting in accordance with the Bylaws of the Corporation, and shall be entitled to vote upon such matters and in such manner as may be provided by law and other provisions of this Restated Certificate.

        (c)    Voting as a Class.    The Class A Common Stock, the Class B Common Stock, the Series A Preferred Stock and the Series B Preferred Stock shall vote together, without distinction between classes or series.

Section 5.    Nonassessable Shares.

        The Common Stock shall be nonassessable.

Section 6.    Registration; Transfer Taxes.

        The Corporation shall keep as its principal office (or such other place as the Corporation reasonably designates) a register for the registration of Common Stock. Upon the surrender of any certificate representing shares of Common Stock at such place, the Corporation shall, at the

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request of the registered holder of such certificate, execute and deliver a new certificate or certificates in exchange therefor representing in the aggregate the number of shares of Common Stock represented by the surrendered certificate (and the Corporation forthwith shall cancel such surrendered certificate), subject to the requirements of applicable securities laws and the restrictions set forth in any applicable stockholders agreement. Each such new certificate shall be registered in such name and shall represent such number of shares of Common Stock as shall be requested by the holder of the surrendered certificate and shall be substantially identical in form to the surrendered certificate. The issuance of new certificates shall be made without charge to the holders of the surrendered certificates for any issuance tax in respect thereof or other cost incurred by the Corporation in connection with such issuance, provided that the Corporation shall not be required to pay any tax which may be payable in respect of any transfer involved in the issuance and delivery of any certificate in a name other than that of the holder of the surrendered certificate.

Section 7.    Replacement

        Upon receipt of evidence reasonably satisfactory to the Corporation of the ownership and the loss, theft, destruction or mutilation of any certificate evidencing one or more shares of Common Stock and, in the case of loss, theft or destruction, upon receipt of indemnity reasonably satisfactory to the Corporation (provided that if the registered holder is a financial institution, its own agreement of indemnity shall be satisfactory), or, in the case of mutilation, upon surrender of such certificate, the Corporation shall (at its expense) execute and deliver in lieu of such certificate a new certificate of like kind representing the number of shares of Common Stock represented by such lost, stolen, destroyed or mutilated certificate and dated the date of such lost, stolen, destroyed or mutilated certificate.

B.    SERIES A PREFERRED STOCK; SERIES B PREFERRED STOCK

Section 1.    Rank

        The Series A Preferred Stock shall, with respect to redemption on the Mandatory Redemption date and rights upon the occurrence of a Liquidation, rank senior to the Series B Preferred Stock and the Common Stock. With respect to all other matters, the Series A Preferred Stock and the Series B Preferred Stock shall rank pari passu and in preference to the Common Stock and any other class or series of capital stock of the Corporation.

Section 2.    Dividends and Distributions

        (a)  The holders of shares of Series A Preferred Stock and the Series B Preferred Stock, pari passu and in preference to the holders of any other stock of the Corporation, will be entitled to the payment of dividends in respect of such shares when, as and if declared by the Board of Directors out of funds legally available therefor. Dividends, if declared by the Board of Directors, shall be payable annually in arrears on October 1st of each year (each a "Dividend Payment Date"), commencing on October 1, 2002 (except that if any such date is not a Business Day (as defined below), then such dividend shall be payable on the next succeeding day that is a Business Day), to holders of record of the Series A Preferred Stock and Series B Preferred Stock as they appear on the stock transfer books of the Corporation on such record dates as are fixed by the Board of Directors, which record dates shall not be more than 60 nor less than 10 days preceding the applicable Dividend Payment Date; provided, however, that dividends on the Series A Preferred Stock and the Series B Preferred Stock shall be paid in cash on each Dividend Payment Date on and after the fifth anniversary of the issuance of the Series A Preferred Stock and the Series B Preferred Stock to the extent that such payment is permitted pursuant to applicable law and the terms of agreements governing the Corporation's outstanding indebtedness. Dividends on each share of Series A

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Preferred Stock and Series B Preferred Stock shall accrue, be fully cumulative (whether or not declared) from the date of issuance of such shares and be compounded annually. Each share of Series A Preferred Stock and Series B Preferred Stock shall be entitled to share ratably with each other share of Series A Preferred Stock and Series B Preferred Stock in such dividends as may be paid at such time and in such amounts as the Board of Directors may from time to time determine. The amount of dividends payable for each dividend period shall be computed on the basis of a 360-day year of twelve 30-day months. "Business Day" means any day other than a Saturday, Sunday, or a day on which banking institutions in the State of California are authorized or obligated by law or executive order to close.

        (b)  So long as any shares of Series A Preferred Stock or Series B Preferred Stock shall be outstanding, the Corporation shall not, unless full payment for all accrued but unpaid dividends with respect to the Series A Preferred Stock and Series B Preferred Stock shall have been made in cash, (A) declare or pay or set apart for payment any dividend or other distribution upon any Common Stock or any other class or series of capital stock of the Corporation ranking junior to the Series A Preferred Stock and Series B Preferred Stock (for purposes of this clause (ii), "Junior Stock"), or (B) purchase, redeem or otherwise acquire any Junior Stock for any consideration (or make any payment to or available for a sinking fund for the redemption or other redemption or repurchase of any shares of such stock). The Corporation shall not permit any subsidiary of the Corporation to purchase or otherwise acquire for consideration any shares of stock of the Corporation unless the Corporation could, under this Section 2(b)(ii), purchase or otherwise acquire such shares at such time and in such manner.

        (c)  The Series A Preferred Stock shall be paid dividends (each, a "Series A Preferred Stock Dividend") at the annual rate of One Hundred Twenty Dollars ($120.00) per share (as adjusted for any stock dividends, combinations, splits or recapitalizations with respect to such shares) and if not declared by the Board of Directors or if paid in cash after the Dividend Payment Date to which such dividend related, interest shall accrue on said One Hundred Twenty Dollars ($120.00) at a rate of 12% per annum, compounded annually. The Series B Preferred Stock shall be paid dividends (each, a "Series B Preferred Stock Dividend") at the annual rate of Eighty Dollars ($80.00) per share (as adjusted for any stock dividends, combinations, splits or recapitalizations with respect to such shares) and if not declared by the Board of Directors or if paid in cash after the Dividend Payment Date to which such dividend related, interest shall accrue on said Eighty Dollars ($80.00) at a rate of 8% per annum, compounded annually.

        (d)  Any reference to "distribution" contained in this Section 2 shall not be deemed to include any distribution made in connection with any liquidation, dissolution or winding up of the Corporation, whether voluntary or involuntary.

        Section 3.    Voting Rights.

        (a)  Series A Preferred Stock.    The holder of each share of Series A Preferred Stock shall (i) have the right to four votes for each such share, (ii) be entitled to notice of any stockholders' meeting in accordance with the Bylaws of the Corporation and (iii) be entitled to vote upon such matters and in such manner as may be provided by law and other provisions of this Restated Certificate.

        (b)  Series B Preferred Stock.    The holder of each share of Series B Preferred Stock shall (i) have the right to four votes for each such share, (ii) be entitled to notice of any stockholders' meeting in accordance with the Bylaws of the Corporation and (iii) be entitled to vote upon such matters and in such manner as may be provided by law and other provisions of this Restated Certificate.

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        (c)  Voting as a Class.    The Class A Common Stock, the Class B Common Stock, the Series A Preferred Stock and the Series B Preferred Stock shall vote together, without distinction between classes or series.

        Section 4.    Reacquired Shares.

        In the event any shares of Series A Preferred Stock or Series B Preferred Stock shall be redeemed, the shares so redeemed shall be cancelled and shall not be issuable by the Corporation.

        Section 5.    Liquidation, Dissolution or Winding Up.

        (a)  Upon the occurence of any liquidation, dissolution or winding up of the Corporation, whether voluntary or involuntary (a "Liquidation"), the holders of shares of Series A Preferred Stock shall be entitled to be paid, before any distribution or payment is made to the holders of Common Stock and Series B Preferred Stock, for each share of Series A Preferred Stock held thereby, out of the assets of the Corporation legally available for distribution to its stockholders, an amount in cash or, if applicable, other assets, property or stock, equal to (i) $1,000 per share (as adjusted for any stock dividends, combinations, splits or recapitalizations with respect to such shares) plus (ii) all accrued and unpaid dividends thereon to the date fixed for such Liquidation (collectively, the "Series A Liquidation Preference"). If the assets of the Corporation available for distribution to the holders of Series A Preferred Stock shall be insufficient to permit payment in full of the Series A Liquidation Preference to the holders of outstanding shares of Series A Preferred Stock, then the holders of all shares of Series A Preferred Stock shall share ratably in proportion to the amounts that would be payable to such holders if such assets were sufficient to permit payment in full.

        (b)  After the Series A Liquidation Preference has been paid to the holders of the Series A Preferred Stock, the holders of shares of Series B Preferred Stock shall be entitled to be paid for each share of Series B Preferred Stock held thereby, out of the assets of the Corporation legally available for distribution to its stockholders, an amount in cash equal to (i) $1,000 per share (as adjusted for any stock dividends, combinations, splits or recapitalizations with respect to such shares) plus (ii) all accrued and unpaid dividends thereon to the date fixed for such Liquidation (collectively, the "Series B Liquidation Preference" and each of the Series A Liquidation Preference and the Series B Liquidation Preference being referred to herein as a "Liquidation Preference"). If the assets of the Corporation available for distribution to the holders of Series B Preferred Stock shall be insufficient to permit payment in full of the Series B Liquidation Preference to the holders of outstanding shares of Series B Preferred Stock, then the holders of all shares of Series B Preferred Stock shall share ratably in proportion to the amounts that would be payable to such holders if such assets were sufficient to permit payment in full.

        (c)  After the holders of all shares of Series A Preferred Stock and Series B Preferred Stock and any other series of outstanding Preferred Stock of the Corporation shall have been paid in full the amounts to which they are entitled pursuant to subsections (a) and (b) of this Section 5 or any other provisions of the Restated Certificate, including any certificate of designation adopted by the Board of Directors of the Corporation, the remaining assets of the Corporation available for distribution to the holders of the Corporation's capital stock, if any, shall be distributed (i) 10.2% on a pro rata basis to the holders of the Series A Preferred Stock, (ii) 9.8% on a pro rata basis to the holders of the Series B Preferred Stock and (iii) 80% on a pro rata basis to the holders of shares of Common Stock.

        (d)  None of a merger, consolidation, or sale of all or substantially all of the assets of the Corporation, including a stock-for-stock exchange, shall be deemed to be a Liquidation for

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purposes of this Section 5 (unless in connection therewith a liquidation of the Corporation is specifically approved).

        Section 6.    Redemption.

        (a)    Optional Redemption.

          (i)  The Corporation shall have the right to redeem, at any time when the capital of the Corporation is sufficient under applicable law to make such redemption, all or any of the shares of the Series A Preferred Stock. All shares of Series A Preferred Stock to be redeemed shall be redeemed by paying for each such share an amount in cash equal to the Series A Preferred Liquidation Preference and the Series A Redemption Premium.

        (ii)  The Corporation shall have the right to redeem, at any time when the capital of the Corporation is sufficient under applicable law to make such redemption, all or any of the shares of the Series B Preferred Stock; provided, however, that without the consent of the holders of the Series B Preferred Stock (which consent may be withheld or delayed in the sole discretion of such holders), the Series B Preferred Stock shall not be redeemed unless all of the issued and outstanding shares of the Series A Preferred Stock have been, or will concurrently with the redemption of the Series B Preferred Stock be, redeemed. All shares of Series B Preferred Stock to be redeemed shall be redeemed by paying for each such share an amount in cash equal to the Series B Preferred Liquidation Preference and the Series B Redemption Premium.

        (iii)  Subject to the next succeeding sentence, each holder of Series B Preferred Stock shall have the right, by giving written notice (the "Series B Redemption Notice") to the Corporation at any time not less than five Business Days prior to the date of the redemption of one or more shares of the Series A Preferred Stock pursuant to clause (i) above (the "Optional Redemption Date"), to require the Corporation to redeem, concurrently with the redemption of the Series A Preferred Stock, the number of shares of Series B Preferred Stock equal to its pro rata share of (x) the number of shares of Series B Preferred Stock outstanding prior to giving affect to any redemption of Series B Preferred Stock to be effected pursuant to this clause (iii) multiplied by (y) a fraction, the numerator of which is the number of shares of Series A Preferred Stock to be redeemed and the denominator of which is the number of outstanding shares of Series A Preferred Stock prior to giving effect to such redemption. If the capital of the Corporation on any Optional Redemption Date is insufficient under applicable law to redeem the total number of outstanding shares of Series A Preferred Stock to be redeemed on the Optional Redemption Date and the total number of outstanding shares of Series B Preferred Stock set forth in each Series B Redemption Notice to the Corporation (collectively, the "Redeemable Shares"), those funds which are legally available for redemption shall be used to redeem the maximum possible number of the Redeemable Shares pro rata among the holders of the Redeemable Shares based upon the aggregate Liquidation Preference of the Redeemable Shares held by each such holder. At any time thereafter when the capital of the Corporation is sufficient under applicable law to redeem all or any portion of such Redeemable Shares, the Corporation shall make such payments of such amounts as are legally available for redemption of such shares, to redeem the balance of such shares, or such portion thereof for which capital is then legally sufficient, on the basis set forth above.

        (b)    Mandatory Redemption.

          (i)  The Corporation shall redeem, on October 1, 2008 (the "Mandatory Redemption Date"), all of the outstanding shares of Series A Preferred Stock. All shares of Series A Preferred Stock to be redeemed shall be redeemed by paying for each such share an amount in cash equal to the Series A Liquidation Preference and the Series A

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Redemption Premium. If the capital of the Corporation on the Mandatory Redemption Date is insufficient under applicable law to redeem the total number of outstanding shares of Series A Preferred Stock to be redeemed on the Mandatory Redemption Date, the holders of shares of Series A Preferred Stock shall share ratably in any payment legally available for redemption of such shares on the Mandatory Redemption Date according to the respective amounts which would be payable with respect to the full number of shares owned by such holders if all such outstanding shares were redeemed in full prior to any payments to the holders of Series B Preferred Stock pursuant to subsection (ii) below. At any time thereafter when the capital of the Corporation is sufficient under applicable law to redeem such shares of Series A Preferred Stock, the Corporation shall make such payments as are legally available for redemption of such shares to redeem the balance of such shares of Series A Preferred Stock, or such portion thereof for which capital is then legally sufficient, on the basis set forth above.

        (ii)  On the Mandatory Redemption Date, the Corporation shall redeem, all of the outstanding shares of Series B Preferred Stock. All shares of Series B Preferred Stock to be redeemed shall be redeemed by paying for each such share an amount in cash equal to the Series B Liquidation Preference and the Series B Redemption Premium following the payment in full by the Corporation of all amounts payable to the holders of Series A Preferred Stock pursuant to subsection (i) above. If the capital of the Corporation on any Redemption Date is insufficient under applicable law to redeem the total number of outstanding shares of Series B Preferred Stock to be redeemed on the Mandatory Redemption Date, the holders of shares of Series B Preferred Stock shall share ratably in any payment legally available for redemption of such shares on the Mandatory Redemption Date according to the respective amounts which would be payable with respect to the full number of shares owned by such holders if all such outstanding shares were redeemed in full. At any time thereafter when the capital of the Corporation is sufficient under applicable law to redeem such shares of Series B Preferred Stock, the Corporation shall make such payments as are legally available for redemption of such shares to redeem the balance of such shares, or such portion thereof for which capital is then legally sufficient, on the basis set forth above.

        (c)    Redemption Mechanics.

          (i)  At least 10 Business Days but not more than 30 days prior to any date on which the Corporation proposes to redeem any series of Preferred Stock pursuant to subsection (a) above, (each a "Redemption Date"), written notice (the "Redemption Notice") shall be given by the Corporation by mail, postage prepaid, or by facsimile transmission to non-U.S. residents, to each holder of record (at the close of business on the business day next preceding the day on which the Corporation Redemption Notice is given) of shares of Series A Preferred Stock and/or Series B Preferred Stock, as applicable, notifying such holder of the redemption and specifying number of shares of Preferred Stock to be redeemed, the applicable Liquidation Preference and the applicable Redemption Premium, the Redemption Date and the place where said Liquidation Preference and Redemption Premium shall be payable. In the event the Corporation proposes to redeem the Series A Preferred Stock pursuant to subsection (a)(i) above, a copy of the Redemption Notice shall be given concurrently to each holder of record of Series B Preferred Stock. The Redemption Notice shall be addressed to each holder at his address as shown by the records of the Corporation. On the Mandatory Redemption Date the Corporation shall be obligated to redeem all of the issued and outstanding shares of Series A Preferred Stock and Series B Preferred Stock and upon mailing any Redemption Notice the Corporation shall become obligated to redeem at the time of redemption specified therein all shares of Series A Preferred Stock and/or Series B Preferred Stock

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therein specified, and in each such case all funds necessary for such redemption shall be set aside by the Corporation.

        (ii)  On or before any Redemption Date, the Corporation shall deposit the amount of the applicable Liquidation Preference and shares of Common Stock in satisfaction of the applicable Redemption Premium thereof with a bank or trust company having an office in the City of Los Angeles, designated in the Redemption Notice, irrevocably in trust for the benefit of the holder of such share of Preferred Stock and thereafter such share shall be deemed to have been redeemed on the Redemption Date so specified, whether or not the certificate for such share of Preferred Stock shall be surrendered for redemption and canceled. Upon surrender to the Corporation by the holder of such share of Preferred Stock of the certificate representing such Preferred Stock, the Corporation shall immediately pay the applicable Liquidation Preference and transfer the applicable Redemption Premium to such holder.

        (iii)  From and after the close of business on the Redemption Date or, if the Corporation does not redeem all shares of Preferred Stock required to be redeemed on such date, the date on which shares of Preferred Stock are redeemed following the Redemption Date, as contemplated in Sections 6(a)(iii), 6(b)(i) and 6(b)(ii) above, which shares shall be deemed to be redeemed on the date on which the Corporation sends payment in full therefor, in cash and shares of Common Stock, as provided in Sections 6(a)(iii), 6(b)(i) and 6(b)(ii) above, as applicable, to the holders of shares being so redeemed (each a "Delayed Redemption Date"), all rights of holders of shares of Preferred Stock being so redeemed shall cease with respect to such shares on such Redemption Date or Delayed Redemption Date, as applicable, and such shares shall not thereafter be transferred on the books of the Corporation or be deemed to be outstanding for any purpose whatsoever.

        (iv)  In case fewer than all the shares represented by any certificate are redeemed, a new certificate or certificates shall be issued representing the unredeemed shares without cost to the holder thereof.

        (v)  The aggregate number of shares of Class A Common Stock or Class B Common Stock payable to any holder of Preferred Stock as a Redemption Premium on any Redemption Date shall be rounded up to the nearest whole share.

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        (d)    Defined Terms.

        (i)    "Series A Redemption Premium"    shall be the number of shares of Class A Common Stock equal to (A) the number of Series A Preferred shares for which the Series A Redemption Premium is being determined divided by the total number of Series A Preferred Stock issued and outstanding at such time, multiplied by (B) the product of the number of shares of Common Stock issued and outstanding at such time and 13.5%.

        (ii)    "Series B Redemption Premium"    shall be the number of shares of Class B Common Stock equal to (A) the number of Series B Preferred shares for which the Series B Redemption Premium is being determined divided by the total number of Series B Preferred Stock issued and outstanding at such time, multiplied by (B) the product of the number of shares of Common Stock issued and outstanding at such time and 11.5%.

        (iii)Each of the Series A Redemption Premium and the Series B Redemption Premium being referred to herein as a "Redemption Premium."

Section 7.Nonassessable Shares.

        The Preferred Stock shall be nonassessable.

Section 8.Registration: Transfer Taxes.

        The Corporation shall keep at its principal office (or such other place as the Corporation reasonably designates) a register for the registration of Series A Preferred Stock and Series B Preferred Stock. Upon the surrender of any certificate representing shares of Series A Preferred Stock or Series B Preferred Stock at such place, the Corporation shall, at the request of the registered holder of such certificate, execute and deliver a new certificate or certificates in exchange therefor representing in the aggregate the number of shares of Series A Preferred Stock of Series B Preferred Stock, as applicable, represented by the surrendered certificate (and the Corporation forthwith shall cancel such surrendered certificate), subject to the requirements of applicable securities laws and the restrictions set forth in any applicable stockholders agreement. Each such new certificate shall be registered in such name and shall represent such number of shares of Series A Preferred Stock or Series B Preferred Stock, as applicable, as shall be requested by the holder of the surrendered certificate and shall be substantially identical in form to the surrendered certificate. The issuance of new certificates shall be made without charge to the holders of the surrendered certificates for any issuance tax in respect thereof or other cost incurred by the Corporation in connection with such issuance, provided that the Corporation shall not be required to pay any tax which may be payable in respect of any transfer involved in the issuance and delivery of any certificate in a name other than that of the holder of the surrendered certificate.

Section 9.Replacement.

        Upon receipt of evidence reasonably satisfactory to the Corporation of the ownership and the loss, theft, destruction or mutilation of any certificate evidencing one or more shares of Series A Preferred Stock or Series B Preferred Stock and, in the case of loss, theft or destruction, upon receipt of indemnity reasonably satisfactory to the Corporation (provided that if the registered holder is a financial institution, its own agreement of indemnity shall be satisfactory), or, in the case of mutilation, upon surrender of such certificate, the Corporation shall (at its expense) execute and deliver in lieu of such certificate a new certificate of like kind representing the number of shares of Series A Preferred Stock or Series B Preferred Stock, as applicable, represented by such lost, stolen, destroyed or mutilated certificate and dated the date of such lost, stolen, destroyed or mutilated certificate.

Section 10.Amendment and Waiver

        The Corporation shall not amend, alter, change, modify, repeal or waive any provision in this Restated Certificate or Bylaws of the Corporation, including the creation or designation of any class of series of stock senior to or pari passu with the Series A Preferred Stock or Series B Preferred Stock, to

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the extent that such amendment, alteration, modification, change, repeal or waiver of the Restated Certificate or Bylaws of the Corporation shall in any way adversely affect the holders of Series A Preferred Stock or Series B Preferred Stock or any of the legal rights and privileges of the holders of the Preferred Stock without the prior written approval of the holders of a majority of the issued and outstanding shares of Series A Preferred Stock and the holders of a majority of the issued and outstanding shares of Series B Preferred Stock. In addition the Corporation will not, through any reorganization, recapitalization, transfer of assets, consolidation, merger, dissolution, issue or sale of securities or any other voluntary action avoid or seek to avoid the observance or performance of any of the terms to be observed or performed hereunder by the Corporation, but will at all times in good faith assist in the carrying out of all of the provisions of this Article 4(B) and in the taking of all such actions as may be necessary or appropriate in order to protect the rights of the holders of the Preferred Stock against impairment. No amendment modification or waiver of any provision hereof shall extend to or affect any obligation not expressly amended, modified or waived or impair any right consequent thereon. No course of dealing, and no failure to exercise or delay in exercising any right, remedy, power or privilege hereunder, shall operative as a waiver, amendment or modification of any provision of the Restated Certificate.

Section 11.Notices.

        The Corporation shall distribute to the holders of shares of Preferred Stock copies of all notices, materials, annual and quarterly reports, proxy statements, information statements and any other documents distributed generally to the holders of shares of the Common Stock, at such times and by such method as such documents are distributed to such holders of shares of the Common Stock.

Section 12.Attorneys' Fees.

        Any holder of Preferred Stock shall be entitled to recover from the Corporation the reasonable attorneys' fees and expenses incurred by such holder in connection with enforcement by such holder of any obligation of the Corporation hereunder.

ARTICLE 5

        (a)  The business and affairs of the Corporation shall be managed by or under the direction of the board of directors and elections of directors need not be by written ballot unless otherwise provided in the Bylaws. The number of directors of the Corporation shall be fixed from time to time by the board of directors either by a resolution or Bylaw adopted by the affirmative vote of a majority of the entire board of directors.

        (b)  Meetings of the stockholders may be held within or without the State of Delaware, as the Bylaws may provide. The books of the Corporation may be kept (subject to any provision contained in the Delaware statutes) outside the State of Delaware at such place of places as may be designated from time to time by the board of directors or by the Bylaws of the Corporation.

ARTICLE 6

        Elections of directors need not be by written ballot, except as may otherwise be provided in the Bylaws of the Corporation.

ARTICLE 7

        A director of the Corporation shall not be personally liable to the Corporation or its stockholders for monetary damages for breach of fiduciary duty as a director, provided that his provision shall not eliminate or limit the liability of a director (i) for any breach of his duty or loyalty to the Corporation or its stockholders, (ii) for acts of omissions not in good faith which involve intentional misconduct or a knowing violation of the law, (iii) under Section 174 of the General Corporation Law of the State of Delaware, or (iv) for any transaction from which the director derives an improper personal benefit. If

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the General Corporation Law of the State of Delaware is hereafter amended to authorize corporate action further limiting or eliminating the personal liability of directors, then the liability of the directors of the Corporation shall be limited or eliminated to the fullest extent permitted by the General Corporation Law of the State of Delaware, as so amended from time to time. Any repeal or modification of this Article 7 by the stockholders of the Corporation shall be prospective only, and shall not adversely affect any limitation on the personal liability of a director of the Corporation existing at the time of such repeal or modification.

        Any amendment, repeal or modification of this Article 7, or the adoption of any provision of this Restated Certificate inconsistent with this Article 7, by the stockholders of the Corporation shall not apply to or adversely affect any right or protection of a director of the Corporation existing at the time of such amendment, repeal, modification or adoption.

ARTICLE 8

        The board of directors of the Corporation shall have the power to make, alter, amend, change, add to or repeal the Bylaws of the Corporation.

ARTICLE 9

        To the fullest extend authorized by law, the board of directors, acting on behalf of the Corporation, shall indemnify or advance costs of defense, or commit the Corporation to indemnify or advance costs of defense in the future, to any person who is made, or threatened to be made, a party to an action, suit or proceeding, whether civil, criminal, administrative, investigative or otherwise (including an action, suit or proceeding by or in the right of the Corporation) by reason of the fact that the person is or was a director, officer, employee or agent of the Corporation or a fiduciary within the meaning of the Employee Retirement Income Security Act of 1974 with respect to any employee benefit plan of the Corporation, or serves or served at the request of the Corporation as a director, officer, partner, trustee, agent or employee, or fiduciary of an employee benefit plan, of another corporation, partnership, joint venture, trust, employee benefit plan or other enterprise. This paragraph shall not be deemed exclusive of any other provision for indemnification of directors, officer, fiduciaries, employees or agents that may be included in any statute, bylaw resolution of stockholders or directors, agreement or otherwise, either as to action in any official capacity or action in another capacity while holding office.

        The liability of the directors of the Corporation for monetary damages shall be eliminated to the fullest extent permissible under applicable law. The Corporation is authorized to provide indemnification of its agents (as defined in Section 317 of the General Corporation Law of California) for breach of duty to the Corporation and its stockholders through bylaw provisions or through agreements with the agents, or both, in excess of the indemnification to, at any time or times that the Corporation is subject to Section 2115(b) of the General Corporation Law of California, the limits on such excess indemnification set forth in Section 204 of the General Corporation Law of California.

        Any amendment, repeal or modification of the foregoing provisions of this Article 9 shall not adversely affect any right or protection of a director, officer, agent, or other person existing at the time of, or increase the liability of any director of the Corporation with respect to any acts or omissions of such director, officer or agent occurring prior to, such amendment, repeal or modification.

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        IN WITNESS WHEREOF, the Corporation has caused this Amended and Restated Certificate of Incorporation to be duly executed by its authorized officer on this 4 day of September, 2001.

EDWARDS THEATRES, INC.
By:	/s/  STEPHEN V. COFFEY Stephen V. Coffey President

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Exhibit 3.35

CERTIFICATE OF AMENDMENT TO AMENDED AND RESTATED CERTIFICATE OF INCORPORATION OF EDWARDS THEATRES, INC. (Pursuant to Section 242)
AMENDED AND RESTATED CERTIFICATE OF INCORPORATION OF EDWARDS THEATRES, INC.
ARTICLE 1
ARTICLE 2
ARTICLE 3
ARTICLE 4
ARTICLE 5
ARTICLE 6
ARTICLE 7
ARTICLE 8
ARTICLE 9

EX-3.36

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Exhibit 3.36

BYLAWS

OF

EDWARDS THEATRES, INC.

TABLE OF CONTENTS

			Page
ARTICLE I OFFICE AND RECORDS			1
	Section 1.1	Delaware Office	1
	Section 1.2	Other Offices	1
	Section 1.3	Books and Records	1
ARTICLE II STOCKHOLDERS			1
	Section 2.1	Annual Meeting	1
	Section 2.2	Special Meetings	1
	Section 2.3	Notice of Meetings	1
	Section 2.4	Quorum	2
	Section 2.5	Voting	2
	Section 2.6	Proxies	2
	Section 2.7	List of Stockholders	3
	Section 2.8	Stockholder Action by Written Consent	3
ARTICLE III DIRECTORS			3
	Section 3.1	General Powers	3
	Section 3.2	Number of Directors	3
	Section 3.3	Election and Term of Directors	3
	Section 3.4	Vacancies and Newly Created Directorships	4
	Section 3.5	Resignation	4
	Section 3.6	Removal	4
	Section 3.7	Meetings	4
	Section 3.8	Quorum and Voting	4
	Section 3.9	Written Consent of Directors in Lieu of a Meeting	5
	Section 3.10	Compensation	5
	Section 3.11	Committee of the Board of Directors	5
ARTICLE IV OFFICERS			6
	Section 4.1	Election and Term of Office	6
	Section 4.2	Resignation and Removal	6
	Section 4.3	Compensation and Bond	6
	Section 4.4	Chairman of the Board	6
	Section 4.5	Vice Chairman	6
	Section 4.6	Chief Executive Officer and President	6
	Section 4.7	Vice Presidents	7
	Section 4.8	Treasurer	7
	Section 4.9	Secretary	7
	Section 4.10	Assistant Treasurers	7
	Section 4.11	Assistant Secretaries	7
	Section 4.12	Delegation of Duties	7
ARTICLE V INDEMNIFICATION AND INSURANCE			7
	Section 5.1	Right to Indemnification	7
	Section 5.2	Right to Advancement of Expenses	8
	Section 5.3	Right of Indemnitee to Bring Suit	8
	Section 5.4	Non-Exclusivity of Rights	8
	Section 5.5	Insurance	9
	Section 5.6	Indemnification of Employees and Agents of the Corporation	9

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	Section 5.7	Contract Rights	9
ARTICLE VI STOCK			9
	Section 6.1	Certificates	9
	Section 6.2	Transfers of Stock	9
	Section 6.3	Lost, Stolen or Destroyed Certificates	9
	Section 6.4	Stockholder Record Date	9
ARTICLE VII SEAL			10
	Section 7.1	Seal	10
ARTICLE VIII WAIVER OF NOTICE			10
	Section 8.1	Waiver of Notice	10
ARTICLE IX CHECKS, NOTES, DRAFTS, ETC.			10
	Section 9.1	Checks, Notes, Drafts, Etc.	10
ARTICLE X AMENDMENTS			11
	Section 10.1	Amendments	11

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BYLAWS

OF

EDWARDS THEATRES, INC.

ARTICLE I

Office and Records

        Section 1.1    Delaware Office.    The principal office of the Corporation in the State of Delaware shall be located in the City of Wilmington, County of New Castle, and the name and address of its registered agent is The Corporation Trust Corporation, 1209 Orange Street, Wilmington, Delaware.

        Section 1.2    Other Offices.    The Corporation may have such other offices, either within or without the State of Delaware, as the Board of Directors may designate or as the business of the Corporation may from time to time require.

        Section 1.3    Books and Records.    The books and records of the Corporation may be kept at the Corporation's principal executive offices or at such other locations inside or outside the State of Delaware as may from time to time be designated by the Board of Directors.

ARTICLE II

Stockholders

        Section 2.1    Annual Meeting.    Except as otherwise provided in Section 2.8 of these Bylaws, the annual meeting of stockholders of the Corporation shall be held at such date, time and place within or without the State of Delaware as may be fixed by the Board of Directors.

        Section 2.2    Special Meetings.    Subject to the rights of the holders of any series of preferred stock of the Corporation (the "Preferred Stock"), or any other series or class of stock as set forth in the Amended and Restated Certificate of Incorporation of the Corporation (the "Certificate of Incorporation") to elect additional directors under specified circumstances, a special meeting of the holders of stock of the Corporation entitled to vote on any business to be considered at any such meeting may be called only by holders of 10% of the voting power of the outstanding shares of the Corporation entitled to vote generally in the election of directors (the "Voting Stock"), the Chairman of the Board of the Corporation, if any, the President or any Vice President, or shall be called by the Secretary of the Corporation at the request of the Board of Directors pursuant to a resolution adopted by a majority of the total number of directors which the Corporation would at the time have if there were no vacancies (the "Whole Board"). The Board of Directors may designate the place of meeting for any special meeting of the stockholders, and if no such designation is made, the place of meeting shall be the principal executive offices of the Corporation.

        Section 2.3    Notice of Meetings.    Whenever stockholders are required or permitted to take any action at a meeting, unless notice is waived as provided in Section 8.1 of these Bylaws, a written notice of the meeting shall be given which shall state the place, date and hour of the meeting, and, in the case of a special meeting, the purpose or purposes for which the meeting is called.

        Unless otherwise provided by law, and except as to any stockholder duly waiving notice, the written notice of any meeting shall be given personally or by mail, not less than ten (10) nor more than sixty (60) days before the date of the meeting to each stockholder entitled to vote at such meeting. If mailed, notice shall be deemed given when deposited in the mail, postage prepaid, directed to the stockholder at his or her address as it appears on the records of the Corporation.

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        When a meeting is adjourned to another time or place, notice need not be given of the adjourned meeting if the time and place thereof are announced at the meeting at which the adjournment is taken. At the adjourned meeting the Corporation may transact any business which might have been transacted at the original meeting. If, however, the adjournment is for more than thirty (30) days, or if after the adjournment a new record date is fixed for the adjourned meeting, a notice of the adjourned meeting shall be given to each stockholder of record entitled to vote at the meeting.

        Section 2.4    Quorum.    Except as otherwise provided by law or by the Certificate of Incorporation or by these Bylaws, at any meeting of stockholders the holders of a majority of the voting power of the Voting Stock, either present or represented by proxy, shall constitute a quorum for the transaction of any business at such meeting, except that when specified business is to be voted on by a class or series voting as a class, the holders of a majority of the shares of such class or series shall constitute a quorum for the transaction of such business. The chairman of the meeting or a majority of the voting power of the shares of Voting Stock so represented may adjourn the meeting from time to time, whether or not there is such a quorum (or in the case of specified business to be voted on as a class or series, the chairman or a majority of the shares of such class or series so represented may adjourn the meeting with respect to such specified business). No notice of the time and place of adjourned meetings need be given except as provided in the last paragraph of Section 2.3 of these Bylaws.

        Section 2.5    Voting.    Except as otherwise required by these Bylaws, whenever directors are to be elected at a meeting, they shall be elected by a plurality of the votes cast at the meeting by the holders of stock entitled to vote. Whenever any corporate action, other than the election of directors, is to be taken by vote of stockholders at a meeting, it shall, except as otherwise required by law or by the Certificate of Incorporation or by these Bylaws, be authorized by a majority of the votes cast with respect thereto at the meeting (including abstentions) by the holders of stock entitled to vote thereon.

        Except as otherwise provided by law or by the Certificate of Incorporation, (i) each holder of record of Series A Preferred Stock of the Corporation, par value $0.001 per share (the "Series A Preferred Stock"), and each record holder of Series B Preferred Stock of the Corporation, par value $0.001 per share (the "Series B Preferred Stock"), entitled to vote on any matter at any meeting of stockholders shall be entitled to four (4) votes for each share of Preferred Stock standing in the name of such holder on the stock ledger of the Corporation on the record date for the determination of the stockholders entitled to vote at the meeting, (ii) each holder of record of the Class A Common Stock of the Corporation, par value $0.001 per share (the "Class A Common Stock"), entitled to vote on any matter at any meeting of stockholders shall be entitled to two (2) votes for each share of Class A Common Stock standing in the name of such holder on the stock ledger of the Corporation on the record date for the determination of the stockholders entitled to vote at the meeting and (iii) and each holder of record of the Class B Common Stock of the Corporation, par value $0.001 per share (the "Class B Common Stock"), entitled to vote on any matter at any meeting of stockholders shall be entitled to one (1) vote for each share of Class B Common Stock standing in the name of such holder on the stock ledger of the Corporation on the record date for the determination of the stockholders entitled to vote at the meeting. The Class A Common Stock, the Class B Common Stock, the Series A Preferred Stock and the Series B Preferred Stock shall vote together, without distinction between classes or series.

        Upon the demand of any stockholder entitled to vote, the vote for directors or the vote on any other matter at a meeting shall be by written ballot, but otherwise the method of voting and the manner in which votes are counted shall be discretionary with the presiding officer at the meeting.

        Section 2.6    Proxies.    Each stockholder entitled to vote at a meeting of stockholders may authorize another person or persons to act for him or her by proxy, but no such proxy shall be voted or acted upon after three (3) years from its date, unless the proxy provides for a longer period. Every

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proxy shall be signed by the stockholder or by his duly authorized attorney. Such proxy must be filed with the Secretary of the Corporation or his or her representative at or before the time of the meeting.

        Section 2.7    List of Stockholders.    The officer who has charge of the stock ledger of the Corporation shall prepare and make, at least ten (10) days before every meeting of stockholders, a complete list of the stockholders entitled to vote at the meeting, arranged in alphabetical order, and showing the address of each stockholder and the number of shares registered in the name of each stockholder. Such list shall be open to the examination of any stockholder, for any purpose germane to the meeting, during ordinary business hours, for a period of at least ten (10) days prior to the meeting, either at a place within the city where the meeting is to be held, which place shall be specified in the notice of the meeting, or, if not so specified, at the place where the meeting is to be held. The list shall also be produced and kept at the time and place of the meeting during the whole time thereof, and may be inspected by any stockholder who is present.

        The stock ledger shall be the only evidence as to who are the stockholders entitled to examine the stock ledger, the list required by this Section or the books of the Corporation, or to vote in person or by proxy at any meeting of stockholders.

        Section 2.8    Stockholder Action by Written Consent.    Any action required by the Delaware General Corporation Law (the "GCL") to be taken at any annual or special meeting of stockholders of the Corporation, or any action which may be taken at any annual or special meeting of the stockholders, may be taken without a meeting, without prior notice and without a vote, if a consent in writing, setting forth the action so taken, shall be signed by the holders of outstanding stock having not less than the minimum number of votes that would be necessary to authorize or take such action at a meeting at which all shares entitled to vote thereon were present and voted. Prompt written notice of the taking of the corporate action without a meeting by less than unanimous written consent shall be given to those stockholders who have not consented in writing. Any such written consent may be given by one or any number of substantially concurrent written instruments of substantially similar tenor signed by such stockholders, in person or by attorney or proxy duly appointed in writing, and filed with the Secretary or an Assistant Secretary of the Corporation. Any such written consent shall be effective as of the effective date thereof as specified therein, provided that such date is not more than sixty (60) days prior to the date such written consent is filed as aforesaid, or, if no such date is so specified, on the date such written consent is filed as aforesaid.

ARTICLE III

Directors

        Section 3.1    General Powers.    The business and affairs of the Corporation shall be managed by or under the direction of its Board of Directors. In addition to the powers and authorities by these Bylaws expressly conferred upon it, the Board of Directors may exercise all such powers of the Corporation and do all such lawful acts and things as are not by law or by the Certificate of Incorporation or by these Bylaws required to be exercised or done by the stockholders. All actions to be taken by the Board of Directors from time to time will require the affirmative vote of a majority of the directors of the Corporation then in office.

        Section 3.2    Number of Directors.    The Board of Directors shall consist of one or more directors until changed as provided for in this section. The number of directors may be changed from time to time by vote at a meeting or by written consent of the holders of stock entitled to vote on the election of directors, or by a resolution of the Board of Directors passed by a majority of the whole Board of Directors, except that no decrease shall shorten the term of any incumbent director unless such director is specifically removed pursuant to Section 3.6 of these Bylaws at the time of such decrease.

        Section 3.3    Election and Term of Directors.    Directors shall be elected every third year, by election at the annual meeting of stockholders or by written consent of the holders of stock entitled to

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vote thereon in lieu of a meeting. If the annual election of directors is not held on the date designated therefor, the directors shall cause such election to be held as soon thereafter as convenient. Each director shall hold office from the time of his or her election and qualification until his successor is elected and qualified or until his or her earlier resignation, or removal.

        Section 3.4    Vacancies and Newly Created Directorships.    Each director will hold his or her office as a director of the Corporation for such term as is provided in the Corporation's Certificate of Incorporation and these Bylaws until his or her death, resignation or removal from the Board of Directors or until his or her successor has been duly elected and qualified. Vacancies and newly created directorships resulting from any increase in the authorized number of directors may be filled by election at a meeting of stockholders or by written consent of the holders of stock entitled to vote thereon in lieu of a meeting. Except as otherwise provided by law, vacancies and such newly created directorships may also be filled by a majority of the directors then in office, although less than a quorum, or by a sole remaining director.

        Section 3.5    Resignation.    Any director may resign at any time upon written notice to the Corporation. Any such resignation shall take effect at the time specified therein or, if the time be not specified, upon receipt thereof, and the acceptance of such resignation, unless required by the terms thereof, shall not be necessary to make such resignation effective.

        Section 3.6    Removal.    Except as otherwise set forth in these Bylaws, any or all of the directors may be removed at any time, with or without cause, by vote at a meeting or by written consent of the holders of stock entitled to vote on the election of directors.

        Section 3.7    Meetings.    Meetings of the Board of Directors, regular or special, may be held at any place within or without the State of Delaware. Members of the Board of Directors, or of any committee designated by the Board of Directors, may participate in a meeting of the Board of Directors or such committee by means of conference telephone or similar communications equipment by means of which all persons participating in the meeting can hear each other, and participation in a meeting by such means shall constitute presence in person at such meeting. An annual meeting of the Board of Directors shall be held at the same place and immediately following each annual meeting of stockholders, and no further notice thereof need be given other than this Bylaw. The Board of Directors may fix times and places for additional regular meetings of the Board of Directors and no further notice of such meetings need be given. A special meeting of the Board of Directors shall be held whenever called by the Chairman of the Board or by a majority of the Whole Board, at such time and place as shall be specified in the notice or waiver thereof. The person or persons authorized to call special meeting of the Board of Directors may fix the place and time of the meetings. Notice of any special meeting shall be given to each director at his or her business or residence in writing or by telegram or by telephone communication. If mailed, such notice shall be deemed adequately delivered when deposited in the United States mails so addressed, with postage thereon prepaid, at least five (5) days before such meeting. If by telegram, such notice shall be deemed adequately delivered when the telegram is delivered to the telegraph company at least twenty-four hours before such meeting. If by facsimile transmission, such notice shall be deemed adequately delivered when the telegram is delivered to the telegraph company at least twenty-four hours before such meeting. If by telephone, the notice shall be given at least twelve hours prior to the time set for the meeting. Neither the business to be transacted at, nor the purpose of, any regular or special meeting of the Board of Directors need be specified in the notice of such meeting.

        Section 3.8    Quorum and Voting.    A whole number of directors equal to at least a majority of the Whole Board shall constitute a quorum for the transaction of business at any meeting of the Board of Directors, but if there be less than a quorum, a majority of the directors present may adjourn the meeting from time to time, and no further notice thereof need be given other than announcement at the meeting which shall be so adjourned. Except as otherwise provided by law, by the Certificate of

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Incorporation, or by these Bylaws, the vote of a majority of the directors present at a meeting at which a quorum is present shall be the act of the Board of the Directors.

        Section 3.9    Written Consent of Directors in Lieu of a Meeting.    Any action required or permitted to be taken at any meeting of the Board of Directors or of any committee thereof may be taken without a meeting if all members of the Board of Directors or of such committee, as the case may be, consent thereto in writing, and the writing or writings are filed with the minutes of proceedings of the Board of Directors or of such committee.

        Section 3.10    Compensation.    Directors may receive Compensation for services to the Corporation in their capacities as directors or otherwise in such manner and in such amounts as may be fixed from time to time by the Board of Directors.

        Section 3.11    Committees of the Board of Directors.    The Board of Directors may from time to time, by resolution passed by majority of the Whole Board, designate one or more committees, each committee to consist of one or more directors of the Corporation, The Board of Directors may designate one or more directors as alternate members of any committee, who may replace any absent or disqualified member at any meeting of the committee. The resolution of the Board of Directors may, in addition or alternatively, provide that in the absence or disqualification of a member of a committee, the member or members thereof present at any meeting and not disqualified from voting, whether or not he, she or they constitute a quorum, may unanimously appoint another member of the Board of Directors to act at the meeting in the place of any such absent or disqualified member. Any such committee, to the extent provided in the resolution of the Board of Directors, shall have and may exercise all the powers and authority of the Board of Directors in the management of the business and affairs of the Corporation, and may authorize the seal of the Corporation to be affixed to all papers which may require it, except as otherwise provided by law. Unless the resolution of the Board of Directors expressly so provides, no such committee shall have the power or authority to declare a dividend or to authorize the issuance of stock. Any such committee may adopt rules governing the method of calling and time and place of holding its meetings. Unless otherwise provided by the Board of Directors, a majority of any such committee (or the member thereof, if only one) shall constitute a quorum for the transaction of business, and the vote of a majority of the members of such committee present at a meeting at which a quorum is present shall be the act of such committee. Each such committee shall keep a record of its acts and proceedings and shall report thereon to the Board of Directors whenever requested so to do. Any or all members of any such committee may be removed, with or without cause, by resolution of the Board of Directors, passed by a majority of the Whole Board.

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ARTICLE IV

Officers

        Section 4.1    Election and Term of Office.    The elected officers of the Corporation may include a President, a Chief Executive Officer, a Secretary and a Treasurer, and may also include one or more Vice Presidents, one or more Assistant Secretaries and one or more Assistant Treasurers. All such officers shall be appointed and approved by a majority of the Board of Directors or by a duly authorized committee thereof, and shall each have such powers and duties as generally pertain to their respective offices, subject to the specific provisions of this Article IV, together with such other powers and duties as from time to time may be conferred by the Board of Directors or any committee thereof. The Chairman of the Board shall be chosen from among the directors by a majority of the Whole Board. Any number of such offices may be held by the same person, but no officer shall execute, acknowledge or verify any instrument in more than one capacity. The Board of Directors may appoint, and may delegate power to appoint, such other officers, agents and employees as it may deem necessary or proper, who shall hold their offices or positions for such terms, have such authority and perform such duties as may from time to time be determined by or pursuant to authorization of the Board of Directors.

        Section 4.2    Resignation and Removal.    Any officer may resign at any time upon written notice to the Corporation. Any elected officer, agent or employee may be removed by a majority of the members of the Whole Board, or by a duly authorized committee thereof, with or without cause at any time. The Board of Directors or such committee thereof may delegate such power of removal as to officers, agents and employees not elected by the Board of Directors or such committee. Such removal shall be without prejudice to a person's contract rights, if any, but the appointment of any person as an officer, agent or employee of the corporation shall not of itself create contract rights.

        Section 4.3    Compensation and Bond.    The compensation of the officers of the Corporation shall be fixed by the Board of Directors, but this power may be delegated to any officer in respect of other officers under his or her control. The Corporation may secure the fidelity of any or all of its officers, agents or employees by bond or otherwise.

        Section 4.4    Chairman of the Board.    The Chairman of the Board, if any, shall preside at all meetings of stockholders and of the Board of Directors and shall have such other powers and duties as may be delegated to him or her by the Board of Directors.

        Section 4.5    Vice Chairman.    The Vice Chairman, if any, shall have powers and duties as may be delegated to him or her by the Board of Directors.

        Section 4.6    Chief Executive Officer and President.    In the absence of the Chairman of the Board (or if there be none), the Chief Executive Officer shall preside at all meetings of stockholders and of the Board of Directors. The Chief Executive Officer and President shall have general charge of the Corporation's business and general supervision of its policies and affairs.

        The Chief Executive officer and President may employ and discharge employees and agents of the Company except such as shall be appointed by the Board of Directors, and he or she may delegate these powers. The Chief Executive Officer may vote the stock or other securities of any other domestic or foreign corporation of any type or kind which may at any time be owned by the Corporation, may execute any stockholders' or other consents in respect thereof and may in his or her discretion delegate such powers by executing proxies, or otherwise, on behalf of the Corporation. The Board of Directors by resolution from time to time may confer like powers upon any other person or persons. In the absence or inability to act of the Chief Executive Officer, unless the Board of Directors shall otherwise provide, the President who has served in that capacity for the longest time and who shall be present and able to act, shall perform all the duties and may exercise any of the powers of the Chief Executive Officer.

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        Section 4.7    Vice Presidents.    Each Vice President shall have such powers and perform such duties as the Board of Directors, the Chairman of the Board or the President may from time to time prescribe. In the absence or inability to act of the President, unless the Board of Directors shall otherwise provide, the Vice President who has served in that capacity for the longest time and who shall be present and able to act, shall perform all the duties and may exercise any of the powers of the President.

        Section 4.8    Treasurer.    The Treasurer shall have charge of all funds and securities of the Corporation, shall endorse the same for deposit or collection when necessary and deposit the same to the credit of the Corporation in such banks or depositaries as the Board of Directors may authorize. He or she may endorse all commercial documents requiring endorsements for or on behalf of the Corporation and may sign all receipts and vouchers for payments made to the Corporation. He or she shall have all such further powers and duties as generally are incident to the position of Treasurer or as may be assigned to him or her by the Chairman of the Board, the President or the Board of Directors.

        Section 4.9    Secretary.    The Secretary shall record all the proceedings of the meetings of the stockholders and directors in a book to be kept for that purpose and shall also record therein all action taken by written consent of directors in lieu of a meeting. He or she shall attend to the giving and serving of all notices of the Corporation. He or she shall have custody of the seal of the Corporation and shall attest the same by his or her signature whenever required. He or she shall have charge of the stock ledger and such other books and papers as the Board of Directors may direct, but he or she may delegate responsibility for maintaining the stock ledger to any transfer agent appointed by the Board of Directors. He or she shall have all such further powers and duties as generally are incident to the position of Secretary or as may be assigned to him or her by the President or the Board of Directors.

        Section 4.10    Assistant Treasurers.    In the absence or inability to act of the Treasurer, any Assistant Treasurer may perform all the duties and exercise all the powers of the Treasurer. An Assistant Treasurer shall also perform such other duties as the Treasurer or the Board of Directors may assign to him or her.

        Section 4.11    Assistant Secretaries.    In the absence or inability to act of the Secretary, any Assistant Secretary may perform all the duties and exercise all the powers of the Secretary. An Assistant Secretary shall also perform such other duties as the Secretary or the Board of Directors may assign to him or her.

        Section 4.12    Delegation of Duties.    In the case of the absence of any officer of the Corporation, or for any other reason that the Board of Directors may deem sufficient, the Board of Directors may confer for the time being the powers or duties, or any of them, of such officer upon any other officer or upon any director.

ARTICLE V

Indemnification and Insurance

        Section 5.1    Right to Indemnification.    Each person who was or is made a party or is threatened to be made a party to or is otherwise involved in any action, suit or proceeding, whether civil, criminal, administrative or investigative (hereinafter a "proceeding"), by reason of the fact that he or she or a person of whom he or she is the legal representative is or was a director or an officer of the Corporation or is or was serving at the request of the Corporation as a director, officer, employee or agent of any other corporation or of a partnership, joint venture, trust or other enterprise, including service with respect to any employee benefit plan (hereinafter an "indemnitee"), whether the basis of such proceeding is alleged action in an official capacity as a director, officer, employee or agent or in any other capacity while serving as a director, officer, employee or agent, shall be indemnified and held harmless by the Corporation to the fullest extent authorized by the GCL, as the same exists or may

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hereafter be amended (but, in the case of any such amendment, only to the extent that such amendment permits the Corporation to provide broader indemnification rights than said law permitted the Corporation to provide prior to such amendment), against all expense, liability and loss (including, without limitation, attorneys' fees, judgments, fines, excise taxes or penalties under the Employee Retirement Income Security Act of 1974, as amended, and amounts paid or to be paid in settlement) reasonably incurred by such indemnitee in connection therewith; provided, however, that except as provided in Section 5.3 with respect to proceedings seeking to enforce rights to indemnification, the Corporation shall indemnify any such indemnitee seeking indemnification in connection with a proceeding (or part thereof) initiated by such indemnitee only if such proceeding (or part thereof) was authorized by the Board of Directors.

        Section 5.2    Right to Advancement of Expenses.    The right to indemnification conferred in Section 5.1 shall include the right to be paid by the Corporation the expenses (including attorneys' fees) incurred in defending any such proceeding in advance of its final disposition (hereinafter an "advancement of expenses"); provided, however, that, if the GCL requires, an advancement of expenses incurred by an indemnitee in his or her capacity as a director or officer (and not in any other capacity in which service was or is rendered by such indemnitee, including, without limitation, service to an employee benefit plan) shall be made only upon delivery to the Corporation of an undertaking (hereinafter an "undertaking"), by or on behalf of such indemnitee, to repay all amounts so advanced if it shall ultimately be determined by final judicial decision from which there is no further right to appeal (hereinafter a "final adjudication") that such indemnitee is not entitled to be indemnified for such expenses under this Section 5.2 or otherwise.

        Section 5.3    Right of Indemnitee to Bring Suit.    If a claim under Section 5.1 or Section 5.2 is not paid in full by the Corporation within thirty (30) days after a written claim has been received by the Corporation, except in the case of a claim for an advancement of expenses, in which case the applicable period shall be twenty (20) days, the indemnitee may at any time thereafter bring suit against the Corporation to recover the unpaid amount of the claim. If successful in whole or in part in any such suit, or in a suit brought by the Corporation to recover an advancement of expenses pursuant to the terms of an undertaking, the indemnitee shall be entitled to be paid also the expense of prosecuting or defending such suit. In (i) any suit brought by the indemnitee to enforce a right to indemnification hereunder (but not in a suit brought by the indemnitee to enforce a right of an advancement of expenses) it shall be a defense that, and (ii) in any suit brought by the Corporation to recover an advancement of expenses pursuant to the terms of an undertaking, the Corporation shall be entitled to recover such expenses upon a final adjudication that, the indemnitee has not met any applicable standard for indemnification set forth in the GCL. Neither the failure of the Corporation (including its Board of Directors, independent legal counsel or stockholders) to have made a determination prior to the commencement of such action that indemnification of the indemnitee is proper in the circumstances because the indemnitee has met the applicable standard of conduct set forth in the GCL, nor an actual determination by the Corporation (including its Board of Directors, independent legal counsel or stockholders) that the indemnitee has not met such applicable standard of conduct, shall create a presumption that the indemnitee has not met the applicable standard of conduct or, in the case of such a suit brought by the indemnitee, be a defense to such suit. In any suit brought by the indemnitee to enforce a right to indemnification or to an advancement of expenses hereunder, or brought by the Corporation to recover an advancement of expenses pursuant to the terms of an undertaking, the burden of proving that the indemnitee is not entitled to be indemnified, or to such advancement of expenses, under this Article V or otherwise shall be on the Corporation.

        Section 5.4    Non-Exclusivity of Rights.    The right to indemnification and the advancement of expenses conferred in this Article V shall not be exclusive of any other right which any person may have or hereafter acquire under any statute, provision of the Certificate of Incorporation, provision of these Bylaws, agreement, vote of stockholders or disinterested directors or otherwise.

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        Section 5.5    Insurance.    The Corporation may maintain insurance, at its expense, to protect itself and any director, officer, employee or agent of the Corporation or another corporation, partnership, joint venture, trust or other enterprise against any expense, liability or loss, whether or not the Corporation would have the power to indemnify such person against such expense, liability or loss under the GCL.

        Section 5.6    Indemnification of Employees and Agents of the Corporation.    The Corporation may, to the extent authorized from time to time by the Board of Directors, grant rights to indemnification, and rights to the advancement of expenses, to any employee or agent of the Corporation to the fullest extent of the provisions of this Article V with respect to the indemnification and advancement of expenses of directors and officers of the Corporation.

        Section 5.7    Contract Rights.    The rights to indemnification and to the advancement of expenses conferred in Section 5.1 and Section 5.2 shall be contract rights and such rights shall continue as to an indemnitee who has ceased to be a director, officer, employee or agent and shall inure to the benefit of the indemnitee's heirs, executors and administrators.

ARTICLE VI

Stock

        Section 6.1    Certificates.    Certificates for stock of the Corporation shall be in such form as shall be approved by the Board of Directors and shall be signed in the name of the Corporation by the Chairman of the Board, the President or a Vice President, and by the Treasurer or an Assistant Treasurer, or the Secretary or an Assistant Secretary. Such certificates may be sealed with the seal of the Corporation or a facsimile thereof. Any of or all the signatures on a certificate may be a facsimile. In case any officer, transfer agent or registrar who has signed or whose facsimile signature has been placed upon a certificate shall have ceased to be such officer, transfer agent or registrar before such certificate is issued, it may be issued by the Corporation with the same effect as if he or she were such officer, transfer agent or registrar at the date of issue.

        Section 6.2    Transfers of Stock.    Transfers of stock shall be made only upon the books of the Corporation by the holder, in person or by duly authorized attorney, and on the surrender of the certificate or certificates for the same number of shares, with an assignment and power of transfer endorsed thereon or attached thereto, duly executed, with such proof of the authenticity of the signature as the Corporation or its agents may reasonably require. The Board of Directors shall have the power to make all such rules and regulations, not inconsistent with the Certificate of Incorporation and these Bylaws and the GCL, as the Board of Directors may deem appropriate concerning the issue, transfer and registration of certificates for stock of the Corporation. The Board of Directors may appoint one or more transfer agents or registrars of transfers, or both, and may require all stock certificates to bear the signature of either or both.

        Section 6.3    Lost, Stolen or Destroyed Certificates.    The Corporation may issue a new stock certificate in the place of any certificate theretofore issued by it, alleged to have been lost, stolen or destroyed, and the Corporation may require the owner of the lost, stolen or destroyed certificate or his or her legal representative to give the Corporation a bond sufficient to indemnify it against any claim that may be made against it on account of the alleged loss, theft or destruction of any such certificate or the issuance of any such new certificate. The Board of Directors may require such owner to satisfy other reasonable requirements as it deems appropriate under the circumstances.

        Section 6.4    Stockholder Record Date.    In order that the Corporation may determine the stockholders entitled to notice of or to vote at any meeting of stockholders or any adjournment thereof, or entitled to receive payment of any dividend or other distribution or allotment of any rights, or entitled to exercise any rights in respect of any change, conversion or exchange of stock, or for the

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purpose of any other lawful action, the Board of Directors may fix a record date, which record date shall not precede the date upon which the resolution fixing the record date is adopted by the Board of Directors, and which shall not be more than sixty nor less than ten (10) days before the date of such meeting, nor more than sixty (60) days prior to any other action.

        If no record date is fixed by the Board of Directors, (1) the record date for determining stockholders entitled to notice of or to vote at a meeting of stockholders shall be at the close of business on the day next preceding the date on which notice is given, or, if notice is waived, at the close of business on the day next preceding the day on which the meeting is held, and (2) the record date for determining stockholders for any other purpose shall be at the close of business on the day on which the Board of Directors adopts the resolution relating thereto.

        A determination of stockholders of record entitled to notice of or to vote at a meeting of stockholders shall apply to any adjournment of the meeting; provided, however, that the Board of Directors may fix a new record date for the adjourned meeting.

        Only such stockholders as shall be stockholders of record on the date so fixed shall be entitled to notice of, and to vote at, such meeting and any adjournment thereof, or to receive payment of such dividend or other distribution, or to exercise such rights in respect of any such change, conversion or exchange of stock, or to participate in such action, as the case may be, notwithstanding any transfer of any stock on the books of the Corporation after any record date so fixed.

ARTICLE VII

Seal

        Section 7.1    Seal.    The seal of the Corporation shall be circular in form and shall bear, in addition to any other emblem or device approved by the Board of Directors, the name of the Corporation, the year of its incorporation and the words "Corporate Seal" and "Delaware". The seal may be used by causing it or a facsimile thereof to be impressed or affixed or in any other manner reproduced.

ARTICLE VIII

Waiver of Notice

        Section 8.1    Waiver of Notice.    Whenever notice is required to be given to any stockholder or director of the Corporation under any provision of the GCL or the Certificate of Incorporation or these Bylaws, a written waiver thereof, signed by the person or persons entitled to notice, whether before or after the time stated therein, shall be deemed equivalent to the giving of such notice. In the case of a stockholder, such waiver of notice may be signed by such stockholder's attorney or proxy duly appointed in writing. Attendance of a person at a meeting shall constitute a waiver of notice of such meeting, except when the person attends a meeting for the express purpose of objecting at the beginning of the meeting, to the transaction of any business because the meeting is not lawfully called or convened. Neither the business to be transacted at, nor the purpose of, any regular or special meeting of stockholders, directors or members of a committee of directors need be specified in any written waiver of notice.

ARTICLE IX

Checks, Notes, Drafts, Etc.

        Section 9.1    Checks, Notes, Drafts, Etc.    Checks, notes, drafts, acceptances, bills or exchange and other orders or obligations for the payment of money shall be signed by such officer or officers or

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person or persons as the Board of Directors or a duly authorized committee thereof may from time to time designate.

ARTICLE X

Amendments

        Section 10.1    Amendments.    These Bylaws may be amended, added to, rescinded or repealed at any meeting of the Board of Directors or of the stockholders; provided, however, that, in the case of amendments by stockholders, notwithstanding any provision of law which might otherwise permit a lesser vote or no vote, the affirmative vote of the holders of a majority in interest of the then outstanding shares of Voting Stock, either present or represented by proxy, voting together as a single class, shall be required to alter, amend or repeal any provision of these Bylaws.

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CERTIFICATE OF SECRETARY

        The undersigned certifies.

        (1)  That the undersigned is the duly elected and acting Secretary of Edwards Theatres, Inc., a Delaware corporation; and

        (2)  That the foregoing bylaws constitute the bylaws of said corporation as duly adopted by a Consent of Directors dated 9-4-2001.

        IN WITNESS WHEREOF, I have hereunto subscribed by name this 26 day of September, 2001.

/s/  LISA M. FARRINGTON Lisa Farrington, Secretary

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Exhibit 3.36

TABLE OF CONTENTS
BYLAWS OF EDWARDS THEATRES, INC. ARTICLE I Office and Records
ARTICLE II Stockholders
ARTICLE III Directors
ARTICLE IV Officers
ARTICLE V Indemnification and Insurance
ARTICLE VI Stock
ARTICLE VII Seal
ARTICLE VIII Waiver of Notice
ARTICLE IX Checks, Notes, Drafts, Etc.
ARTICLE X Amendments
CERTIFICATE OF SECRETARY

EX-3.37

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Exhibit 3.37

FILED
In the Office of the Secretary of State
of the State of California

Sep 28 2001


/s/ BILL JONES
BILL JONES, Secretary of State

CERTIFICATE OF AMENDMENT
TO ARTICLES OF INCORPORATION

The undersigned certify that:

        1.    They are the president and the secretary, respectively, of FLORENCE THEATRE CORPORATION, a California corporation.

        2.    The language of Article VI of the Articles of Incorporation which now reads: "That the number of directors of this corporation shall not be less than three (3) nor more than five (5)," is hereby amended to read: "That the number of directors of this corporation shall be not less than four (4) nor more than seven (7)."

        3.    The foregoing amendment of Articles of Incorporation has been duly approved by the Board of Directors.

        4.    The foregoing Amendment to Articles of Incorporation has been duly approved by the required vote of shareholders in accordance with Section 902 of the Corporations Code. The total number of outstanding shares of the corporation is 301. The number of shares voting in favor of the amendment equaled or exceeded the vote required. The percentage vote required was more than 50%.

        We further declare under penalty of perjury under the laws of the State of California that the matters set forth in this certificate are true and correct of our own knowledge.

Dated September 25, 2001	/s/  STEPHEN V. COFFEY Stephen V. Coffey, President
	/s/  LISA FARRINGTON Lisa Farrington, Secretary

FILED
In the Office of the Secretary of State
of the State of California

JUN 18 1999


/s/ BILL JONES
BILL JONES, Secretary of State

CERTIFICATE OF AMENDMENT
OF
ARTICLES OF INCORPORATION

The undersigned certify that:

1.

They are the president and the secretary, respectively, of FLORENCE THEATRE CORPORATION, a California corporation.

2.

Article III of the Articles of Incorporation which now reads: "The County, in the State of California, where the principal office, for the transaction of the business of this corporation, is to be located, is Los Angeles County." is amended to read: 'The county in the State of California where the principal office for the transaction of business of this corporation is to be located in the County of Orange."

3.

The language of Article VI of the Articles of Incorporation which now reads: "That the said corporation shall have three directors" is hereby amended to read: "That the number of directors of this corporation shall be not less than three (3) nor more than five (5)."

4.

The foregoing amendment of Articles of Incorporation has been duly approved by the Board of Directors.

5.

The foregoing amendment of Articles of Incorporation has been duly approved by the required vote of shareholders in accordance with Section 902 of the Corporations Code. The total number of outstanding shares of the corporation is 301. The number of shares voting in favor of the amendment equaled or exceeded the vote required. The percentage vote required was more than 50%.

We further declare under penalty of perjury under the laws of the State of California that the matters set forth in this certificate are true and correct of our own knowledge.

Date: 6/11/99	/s/  JAMES EDWARDS, III James Edwards, III, President
	/s/  MARCELLA SHELDON Marcella Sheldon, Secretary

Department of State
Corporation Number
            157407

[STAMP]
FILE NO. 77369
F I L E D
in the office of the Secretary of State
OF THE STATE OF CALIFORNIA
FEB 16 - 1934
FRANK C. JORDAN
                    SECRETARY OF STATE

By    ILLEGIBLE

                        DEPUTY

ARTICLES OF INCORPORATION
of
FLORENCE THEATRE CORPORATION

        KNOW ALL MEN BY THESE PRESENTS:

        That we, the undersigned, residents of the State of California, have this day voluntarily associated ourselves together for the purpose of forming a corporation, for profit, under the laws of the said state, AND WE DO HEREBY CERTIFY:

ARTICLE I.

        That the name of the corporation is

FLORENCE THEATRE CORPORATION

ARTICLE II.

        That the purposes for which it is formed are:

        (a)  To take, purchase, lease, hire, or otherwise acquire; to hold, own, occupy, use and enjoy; to manage, improve, subdivide, develop and work; to mortgage, hypothecate, transfer in trust and otherwise encumber; to grant, sell, let, demise and otherwise dispose of; and generally to deal in real estate, buildings and improvements, and any and every right, interest or estate therein, without limit as to the cost, amount or value thereof and wheresoever the same may be situated; to erect, construct, alter, repair, renew and equip buildings and other structures, and to make, enter into or assume any and every kind of contract, agreement and obligation by or with any person, firm or corporation for the erection, construction, alteration, repair, renewal, equipment, improvement, development, use, enjoyment, leasing, management or control of any buildings, improvements or structures of any kind whatever, and wheresoever the same may be situated, and in particular to exercise said rights in relation to property, buildings, improvements, equipment and paraphernalia of theatre buildings and places of amusement and, in that connection, to and all things necessary to be done to properly maintain such buildings, equipment and accessory paraphernalia.

        (b)  To own, operate, maintain, manage, equip, improve, repair, alter and otherwise deal with, use and enjoy; to invent, design, develop, assemble, build, construct, fabricate, manufacture, buy, import, lease as lessee, and otherwise acquire; to mortgage, deed in trust, pledge and otherwise encumber; and to invest, trade, deal in and deal with bonds, mortgages, securities, negotiable and non-negotiable, and sell, export, lease as lessor, and otherwise dispose of goods, wares, merchandise and all other personal property of every sort, nature and description.

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        (c)  To apply for, obtain, register, purchase, lease or otherwise to acquire, hold, own, develop and use; and to mortgage, pledge, hypothecate, sell, assign, lease, grant licenses in respect of, or otherwise dispose of letters patent of the United States or any foreign country, patent rights, licenses and privileges, investigations, improvements and processes, copyrights, trade-marks and trade names relating to or useful in connection with any business of this corporation.

        (d)  To subscribe or cause to be subscribed for, and to purchase and otherwise acquire, own, hold, sell, assign, transfer, mortgage, pledge, hypothecate, transfer in trust, exchange, distribute and otherwise dispose of the whole or any part of the shares of the capital stock, bonds, coupons, mortgages, deeds of trust, debentures, securities, obligations, evidences of indebtedness, notes, good will, rights, assets and property of any and every kind, or any part thereof, of any other corporation or corporations, association or associations, or of any joint stock company, partnership or trust estate, now or hereafter existing, and whether created by the laws of the State of California, or of any other state, territory or country; and to operate, manage and control such properties, or any of them, either in the name of such other corporation, joint stock company, partnership or trust estate, or in the name of this corporation, and while the owner of any of said shares of capital stock, or of such bonds, coupons, mortgages, deeds of trust, debentures, evidences of indebtedness, notes or other securities, to exercise all the rights, powers and privileges of ownership of every kind and description.

        (e)  To buy, contract for, lease and in any and all other ways acquire, take, hold and own, and to sell, mortgage, pledge, deed in trust, lease and otherwise dispose of patents, licenses and processes or rights thereunder and franchise rights, and governmental, state, territorial, county and municipal grants and concessions of every character which this corporation may deem advantageous in the prosecution of its business, or in the maintenance, operation, development or extension of its properties.

        (f)    To enter into, make, perform and carry out contracts of every kind for any lawful purpose without limit as to amount, with any person, firm, association or corporation, municipality, county, parish, state, territory, government or other municipal or governmental subdivision.

        (g)  To endorse, guarantee and secure the payment and satisfaction of the bonds, coupons, mortgages, deeds of trust, debentures, securities, obligations, evidences of indebtedness, and shares of the capital stock of this and of other corporations, and also of individuals and partnerships, and also to guarantee the payment or satisfaction of the dividends on shares of the capital stock of this and other corporations as far as the same shall not be expressly prohibited by the laws of the State of California.

        (h)  To lend and advance money or give credit to persons, firms or corporations and on such terms as may seem expedient, and in particular to customers and others having dealings with the company, and to give, guarantee, or become surety for any such persons, firms or corporations; to lend and/or advance money for consideration unto persons, firms or corporations and generally do a finance business, whether the same be an advance of money secured by personal property, real estate or any form of security, or without security, or upon the general endorsement of the borrower and sureties for such borrower or guarantors for such borrower, or upon the sole and unsecured obligation of the borrower alone; to discount debts, obligations, notes, debentures, bills of sale, bills of lading and any and all commercial paper for profit unto this corporation and for consideration from the borrower or discounting person, corporation or firm; to negotiate, arrange and/or procure loans, advances and/ or discounts for individuals; corporations, or companies from other persons, firms or corporations willing to make such loans, advances or discounts, and for this purpose to guarantee unto such lenders the repayment of the said loan, advance or forbearance by the borrower, and to exact compensation for such guarantee.

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        (i)    To deal in, discount, sell, transfer, endorse, guarantee, acquire, invest, or reinvest, sales contracts of personal property, chattel mortgages, notes, lease contracts or any evidences of indebtedness; to borrow money for and on behalf of any person, firm or corporation, and to guarantee repayment thereof; to act as broker, agent or solicitor in the procurement, arrangement and/or consummation of loans, and giving of security therefor, and to buy and sell commercial papers, conditional sales contracts and chattel mortgages at such times as may seem expedient and proper; to issue bonds, debentures, or obligations of this corporation from time to time, for any of the objects or purposes of the said corporation, and to secure the same by mortgage, pledge, deed of trust or otherwise.

        (j)    To acquire all or any part of the good will, rights, assets and business of any person, firm, association or corporation heretofore or hereafter engaged in any business, is whole or in part, similar to the business of this corporation, and to hold, utilize and in any manner dispose of, the whole or any part of the rights and assets so acquired, and to conduct in any lawful manner the whole or any part of the business thus acquired.

        (k)  To pay to the directors, as remuneration or compensation for their services as such officers, such sums and in such proportions and in such manner as the directors may determine.

        (l)    To engage in joint ventures and to enter into contracts of partnership with other corporations, associations, or with individuals, for the carrying on of any business, or the performance of any act herein authorized or any business or act incidental thereto.

        (m)  To issue to the stockholders as a stock dividend, and in lieu of the payment to them of a cash dividend from the surplus profits of the company arising from its business, shares of its capital stock equal in their par value to any cash dividend that might otherwise be declared and paid from such profits.

        (n)  To conduct its business in all or any of its branches in the State of California and in any or all other states, territories, possessions, colonies and dependencies of the United States of America, and in the District of Columbia, and in any or all foreign countries, and to have one or more offices within and outside the State of California.

        (o)  To do any and all things necessary, suitable, convenient or proper for, or in connection with, or incidental to, the accomplishment of any of the purposes or attainment of any one or more of the objects herein enumerated, or designed directly or indirectly to promote the interests of this corporation, or to enhance the value of any of its properties; and in general to do any and all things and exercise any and all powers which it may now or hereafter be lawful for the corporation to do or to exercise under the laws of the State of California that may now or hereafter be applicable to this corporation.

        (p)  Without in any particular limiting any of the objects or purposes or powers of the corporation, the business or purposes of the company shall be from time to time to do any one or more or all of the acts and things herein set forth and all such other acts, things and business or businesses in any manner connected therewith, or necessary, incidental, convenient or auxiliary thereto, or calculated, directly or indirectly, to promote the interests of the corporation or enhance the value of or render profitable any of its property or rights as such corporation may lawfully do; and in carrying on its business, or for the purpose of attaining or furthering any of its objects, to do any and all acts and things and to exercise any and all other powers that a natural person or an association of individuals could do or exercise and which now or hereafter might be authorized by law, and either as or by or through principals, agents, attorneys, contractors, factors, lessors, lessees, or otherwise, and either alone or in conjunction with others, and in any part of the world; and in addition to have and to exercise all of the rights, powers and privileges now or hereafter belonging to or conferred upon corporations organized under the provisions of the law aforesaid,

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authorizing the formation of such corporations; and it is further expressly provided that the holders of all or any part of the shares of the capital stock of the corporation shall have the right from time to time, at their discretion, to create and form a voting trust.

        The several clauses contained in this statement of purposes shall be construed as both purposes and powers on the part of the stockholders of the corporation wherever herein so expressed or implied, as well as on the part of the corporation, and the statements contained in each clause shall, except where otherwise expressed, be in no wise limited or restricted by reference to or inference from the terms of any other clause, but shall be regarded as independent purposes and powers.

ARTICLE III.

        The County, in the State of California, where the principal office, for the transaction of the business of this corporation, is to be located, is Los Angeles County.

ARTICLE IV.

        That the corporation is authorized to issue only one class of shares of stock; that the total number of said shares shall be twenty-five thousand (25,000); that the aggregate par value of all of said shares shall be Twenty-five Thousand Dollars ($25,000.00); that the par value of each of said shares shall be One Dollar ($1.00).

ARTICLE V.

        That no distinction of any kind shall exist between shares of this corporation or between the holders thereof.

ARTICLE VI.

        That the corporation shall have three directors; that the names and addresses of the persons who are hereby appointed to act as the first directors of this corporation are:

Fred W. Siegel	—	Los Angeles, California
Myrl Fishburn	—	Los Angeles, California
John Marshall	—	Los Angeles, California

ARTICLE VII.

        (a)  That the Directors shall have no right to assess the stock of the corporation for any purpose whatsoever, and after the original subscription therefor is paid, the stock shall be non-assessable. The stockholders shall be liable for the indebtedness of the corporation to the amount of their stock subscribed and unpaid and no more.

        (b)  Authority is hereby granted to the holders of shares of stock of this corporation, entitled to vote, to change, from time to time, the authorized number of Directors of this corporation by duly adopted Amendment of the By-laws of this corporation.

        IN WITNESS WHEREOF, for the purpose of forming this corporation under the laws of the State of California, we, the undersigned, constituting the incorporators of this corporation, including the

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persons named hereinabove as the First Directors of this corporation, have executed these Articles of Incorporation, this 14th day of February, 1934.

/s/  FRED W. SIEGEL

/s/  MYRL FISHBURN

/s/  JOHN MARSHALL

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STATE OF CALIFORNIA	)
	)	ss.
COUNTY OF LOS ANGELES	)

        On this 14th day of February, 1934, before me, L. J. STYSKAL, a Notary Public in and for the County of Los Angeles, State of California, personally appeared FRED W. SIEGEL, MYRL FISHBURN and JOHN MARSHALL, known to me to be the persons whose names are subscribed to the within Instrument and acknowledged to me that they executed the same.

        WITNESS my hand and seal the day and year first above written.

[SEAL]

/s/  L. J. STYSKAL Notary Public in and for the County
of Los Angeles, State of California.

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Exhibit 3.37

CERTIFICATE OF AMENDMENT TO ARTICLES OF INCORPORATION
CERTIFICATE OF AMENDMENT OF ARTICLES OF INCORPORATION
ARTICLES OF INCORPORATION of FLORENCE THEATRE CORPORATION
ARTICLE I.
ARTICLE II.
ARTICLE III.
ARTICLE IV.
ARTICLE V.
ARTICLE VI.
ARTICLE VII.

EX-3.38

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Exhibit 3.38

FLORENCE THEATRE CORPORATION
a California corporation

SHAREHOLDER'S RESOLUTION AMENDING BY-LAWS

BE IT KNOWN THAT, on the 12th day of April, 1999, at a duly constituted meeting of the Shareholders of Florence Theatre Corporation, the following resolutions were voted and approved upon motion duly made and seconded.

WHEREAS, the Board of Directors has determined that it is in the best interest of the Corporation to amend the corporate By-Laws as set out in Exhibit "A", attached hereto and incorporated herein by reference as if fully set forth; be it

RESOLVED, that the Corporation hereby adopts the amended and restated By-Laws as set out in Exhibit "A" attached hereto.

/s/  BERNICE E. EDWARDS Bernice E. Edwards

CERTIFICATION BY SECRETARY

        I am the Secretary of Florence Theatre Corporation. I hereby certify that the foregoing is a true and correct copy of the Resolutions adopted by the Shareholders of Florence Theatre Corporation on April 12, 1999, in accordance with the provisions of the Bylaws.

IN WITNESS WHEREOF, I have this 12th day of April, 1999 subscribed my name as Secretary of Florence Theatre Corporation, and have caused the corporate seal to be affixed hereto.

/s/  MARCELLA SHELDON Marcella Sheldon

DIRECTOR'S RESOLUTION BY UNANIMOUS WRITTEN CONSENT
AMENDING BYLAWS OF
FLORENCE THEATRE CORPORATION
a California corporation

        The undersigned, being a majority of the duly elected and acting Directors of the above-named corporation, hereby take the within described action by their unanimous written consent, without formal meeting pursuant to the Bylaws of the corporation authorizing such action, and the Secretary is directed to file a copy hereof with the minutes of the corporation.

WHEREAS, the Board of Directors has determined that it is in the best interest of the Corporation to amend and restate the corporate By-Laws as set out in Exhibit "A", attached hereto and incorporated herein by reference as if fully set forth; be it

RESOLVED, that the Corporation hereby adopts the amended and restated By-Laws as set out in Exhibit "A" attached hereto.

/s/  W. JAMES EDWARDS, III	/s/  JOAN EDWARDS RANDOLPH
W. James Edwards, III	Joan Edwards Randolph
/s/  BERNICE EVELYN EDWARDS	/s/  CAROLE ANN RUOFF
Bernice Evelyn Edwards	Carole Ann Ruoff
/s/  MARCELLA SHELDON Marcella Sheldon

CERTIFICATION BY SECRETARY

        I am the Secretary of Florence Theatre Corporation. I hereby certify that the foregoing is a true and correct copy of the Resolutions adopted by the Board of Directors on April 12, 1999, in accordance with the provisions of the Bylaws.

IN WITNESS WHEREOF, I have this 12th day of April, 1999 subscribed my name as Secretary of Florence Theatre Corporation., and have caused the corporate seal to be affixed hereto.

/s/  MARCELLA SHELDON Marcella Sheldon

AMENDED AND RESTATED BYLAWS
OF
FLORENCE THEATRE CORPORATION
a California Corporation

ARTICLE I
OFFICES

        Section 1. PRINCIPAL EXECUTIVE OR BUSINESS OFFICES. The board of directors shall fix the location of the principal executive office of the corporation at any place within or outside the State of California. If the principal executive office is located outside California and the corporation has one or more business offices in California, the board shall fix and designate a principal business office in California.

        Section 2. OTHER OFFICES. Branch or subordinate offices may be established at any time and at any place by the Board of Directors.

ARTICLE II
MEETINGS OF SHAREHOLDERS

        Section 1. PLACE OF MEETINGS. Meetings of shareholders shall be held at the corporation's principal executive office in the State of California, as may be designated from time to time by the Board of Directors.

        Section 2. ANNUAL MEETING. The annual meeting of shareholders shall be held each year on a date and at a time designated by the board of directors. At each annual meeting, a Board of Directors shall be elected by plurality of shareholder vote and any other proper business within the power of the shareholders may be transacted.

        Section 3. SPECIAL MEETING. A special meeting of the shareholders may be called at any time by the board of directors, by the chair of the board, by the president or vice president, or by one or more shareholders holding shares that in the aggregate are entitled to cast not less than one-fifth (1/5th) of the voting power of the corporation.

        Section 4. NOTICE OF SHAREHOLDERS' MEETINGS. All notices of meetings of shareholders shall be given in writing to shareholders entitled to vote by the Secretary or the Assistant Secretary, or if there be no such officer, or in case of his neglect or refusal, by any director or shareholder. Such notices shall be sent or otherwise given in accordance with Section 5 of this Article II, not fewer than 7 nor more than 60 days before the date of the meeting. The notice shall specify the place, date, and hour of the meeting, and (i) in the case of a special meeting, the general nature of the business to be transacted, or (ii) in the case of the annual meeting, those matters that the board of directors, at the time of giving the notice, intends to present for action by the shareholders. If directors are to be elected, the notice shall include the names of all nominees whom the board intends, at the time of the notice, to present for election.

        The notice shall also state the general nature of any proposed action to be taken at the meeting to approve any of the following matters:

          (i)  A transaction in which a director has a financial interest, within the meaning of §310 of the California Corporations Code;

        (ii)  An amendment of the articles of incorporation under §902 of that Code:

        (iii)  A reorganization under §1201 of that Code;

        (iv)  A voluntary dissolution under §1900 of that Code; or

        (v)  A distribution in dissolution that requires approval of the outstanding shares under §2007 of that Code.

        Section 5. MANNER OF GIVING NOTICE: AFFIDAVIT OF NOTICE. Notice of any shareholders' meeting shall be given either personally or by first-class mail or telegraphic or other written communication, charges prepaid, addressed to the shareholder at the address appearing on the corporation's books or given by the shareholder to the corporation for purposes of notice.

        An affidavit of the mailing, or other authorized means of giving notice or delivering a document, of any notice of shareholders' meeting, report, or other document sent to shareholders, may be executed by the corporation's secretary, assistant secretary, or transfer agent, and, if executed, shall be filed and maintained in the minute book of the corporation.

        Section 6. QUORUM. The presence in person or by proxy of the holders of a majority of the shares entitled to vote at any meeting of the shareholders shall constitute a quorum for the transaction of business, except as otherwise provided by law, by the article of incorporation, or by these By-Laws. If, however, such majority shall not be present or represented at any meeting of the shareholders, the shareholders entitled to vote at that meeting, present in person, or by proxy, shall have the power to adjourn the meeting from time to time, until the requisite amount of the voting shares shall be present.

        Section 7. ADJOURNED MEETING; NOTICE. Any shareholders' meeting, annual or special, whether or not a quorum is present, may be adjourned from time to time by the vote of the majority of the shahs represented at that meeting, either in person or by proxy.

        When any meeting of shareholders, either annual or special, is adjourned to another time or place, notice of the adjourned meeting need not be given if the time and place are announced at the meeting at which the adjournment is taken, unless a new record date for the adjourned meeting is fixed, or unless the adjournment is for more than 30 days from the date set for the original meeting, in which case the board of directors shall set a new record date. Notice of any such adjourned meeting, if required, shall be given to each shareholder of record entitled to vote at the adjourned meeting, in accordance with Sections 4 and 5 of this Article II. At any adjourned meeting, the corporation may transact any business that might have been transacted at the original meeting.

        Section 8. VOTING. The shareholders entitled to vote at any meeting of shareholders shall be determined in accordance with the provisions of sections 702 through 704 of the California Corporations Code relating to voting shares held by a fiduciary, in the name of a corporation, or in joint ownership). The shareholders' vote may be by voice vote or by ballot, provided, however, that any election for directors must be by ballot if demanded by any shareholder before the voting has begun. If a quorum is present (or if a quorum has been present earlier at the meeting but some shareholders have withdrawn), the affirmative vote of a majority of the shares represented and voting, provided such shares voting affirmatively also constitute a majority of the number of shares required for a quorum, shall be the act of the shareholders unless the vote of a greater number or voting by classes is required by law or by the articles of incorporation.

        At a shareholders' meeting at which directors are to be elected, no shareholder shall be entitled to cumulate votes (i.e., cast for any candidate a number of votes greater than the number of votes which that shareholder normally would be entitled to cast), unless the candidates' names have been placed in nomination before commencement of the voting and a shareholder has given notice at the meeting, before the voting has begun, of the shareholder's intention to cumulate votes. If any shareholder has given such a notice, then all shareholders entitled to vote may cumulate their votes for candidates in nomination, and may give one candidate a number of votes equal to the number of directors to be elected multiplied by the number of votes to which that shareholder's shares are normally entitled, or distribute the shareholder's votes on the same principle among any or all of the candidates, as the shareholder thinks fit. The candidates receiving the highest number of votes, up to the number of directors to be elected, shall be elected.

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        Section 9. CONSENT TO SHAREHOLDERS' MEETINGS. The transactions of any meeting of shareholders, however called and notice, shall be valid as though had at a meeting duly held after regular call and notice, if a quorum be present either in person or by proxy, and, if either before or after the meeting, each of the shareholders entitled to vote, not present in person or by proxy, signs a written waiver of notice, or a consent to the holding of such meeting, or an approval of the minutes thereof, provided that any written waiver or consent shall state the general nature of any action taken or proposed to be taken at the meeting where the action relates to any of the five matters specified to Section 4 of this Article II.

        All such waivers, consents or approvals shall be filed with the corporate records or made a part of the minutes of the meeting.

        Section 10. SHAREHOLDER ACTION BY WRITTEN CONSENT WITHOUT A MEETING. Any action that could be taken at an annual or special meeting of shareholders may be taken without a meeting and without prior notice, if a consent in writing, setting forth the action so taken, is signed by the holders of outstanding shares having not less than the minimum number of votes that would be necessary to authorize or take that action at a meeting at which all shares entitled to vote on that action were present and voted.

        Directors may be elected by written consent of the shareholders without a meeting only if the written consents of all outstanding shares entitled to vote are obtained, except that vacancies on the board (other than vacancies created by removal) not filled by the board may be filled by the written consent of the holders of a majority of the outstanding shares entitled to vote.

        All consents shall be filed with the secretary of the corporation and shall be maintained in the corporate records. Any shareholder or other authorized person who has given a written consent may revoke it by a writing received by the secretary of the corporation before written consents of the number of shares required to authorize the proposed action have been filed with the secretary.

        Unless the consents of all shareholders entitled to vote have been solicited in writing, prompt notice shall be given of any corporate action approved by shareholders without a meeting by less than unanimous consent, to those shareholders entitled to vote who have not consented in writing. As to approvals required by California Corporations Code section 310 (transactions in which a director has a financial interest), section 317 (indemnification of corporate agents), section 1201 (corporate reorganization), or section 2007 (certain distributions on dissolution), notice of the approval shall be given at least ten days before the consummation of any action authorized by the approval. Notice shall be given in the manner specified in Section 5 of this Article II.

ARTICLE III
DIRECTORS; MANAGEMENT

        Section 1. POWERS. Subject to the provisions of the California General Corporation Law and any limitations in the articles of incorporation and these bylaws relating to action required to be approved by the shareholders or by the outstanding shares, the business and affairs of the corporation shall be managed and all corporate powers shall be exercised by or under the direction of the board of directors.

        Without prejudice to these general powers, and subject to the same limitations, the board of directors shall have the power to:

        (a)  Select and remove all officers, agents, and employees of the corporation; prescribe any powers and duties for them that are consistent with law, with the articles of incorporation, and with these bylaws; fix their compensation; and require from them security for faithful service.

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        (b)  Change the principal executive office or the principal business office in the State of California from one location to another; cause the corporation to be qualified to do business in any other state, territory, dependency, or country and conduct business within or outside the State of California; and designate any place within or outside the State of California for holding any shareholders' meeting or meetings, including annual meetings.

        (c)  Adopt, make, and use a corporate seal; prescribe the forms of certificates of stock; and alter the form of the seal and certificates.

        (d)  Authorize the issuance of shares of stock of the corporation on any lawful terms, in consideration of money paid, labor done, services actually rendered, debts or securities canceled, or tangible or intangible property actually received.

        (e)  Borrow money and incur indebtedness on behalf of the corporation, and cause to be executed and delivered for the corporation's purposes, in the corporate name, promissory notes, bonds, debentures, deeds of trust, mortgages, pledges, hypothecations, and other evidences of debt and securities.

        Section 2. NUMBER OF DIRECTORS. The authorized number of directors shall be not less than three, from time to time specified by the Articles of Incorporation or amendments thereto, or fixed or changed by the shareholders by amendments to these By-Laws adopted by the vote or written consent of a majority of the outstanding shares entitled to vote. However, an amendment that would reduce the authorized number of directors to a number fewer then five cannot be adopted if the votes cast against its adoption at a shareholders' meeting or the shares not consenting to an action by written consent are equal to more than one-sixth (16²/3%) of the outstanding shares entitled to vote.

        Section 3. QUALIFICATION. The directors need not be shareholders of the corporation.

        Section 4. ELECTION AND TERM OF OFFICE OF DIRECTORS. Directors shall be elected at each annual meeting of the shareholders to hold office until the next annual meeting. Each director, including a director elected to fill a vacancy, shall hold office until the expiration of the term for which elected and until a successor has been elected and qualified.

        No reduction of the authorized number of directors shall have the effect of removing say director before that director's term of office expires.

        Section 5. SPECIAL MEETINGS. Special meetings of the board of directors may be called for any purpose or purposes at any time by the chair of the board, the president, any vice president, the secretary, or any two directors.

        Special meetings shall be held on four days' notice by mail or forty-eight hours' notice delivered personally or by telephone (including a voice messaging system or other system or technology designed to record and communicate messages), telegraph, facsimile, electronic mail, or other electronic means. Oral notice given personally or by telephone, or written notice given by electronic mail or facsimile, may be transmitted either to the director or to a person at the director's office who can reasonably be expected to communicate it promptly to the director. Written notice, if used, shall be addressed to each director at the address shown on the corporation's records. The notice need not specify the purpose of the meeting, nor need it specify the place if the meeting is to be held at the principal executive office of the corporation.

        Section 6. PLACE OF MEETINGS; TELEPHONE MEETINGS. Regular meetings of the board of directors may be held at any place within or outside the State of California as designated from time to time by the board. In the absence of a designation, regular meetings shall be held at the principal executive office of the corporation. Special meetings of the board shall be held at any place within or outside the State of California designated in the notice of the meeting, or if the notice does not state a place, or if there is no notice, at the principal executive office of the corporation. Any meeting, regular

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or special, may be held by conference telephone or similar communication equipment, provided that all directors participating can hear one another.

        Section 7. ANNUAL DIRECTORS' MEETING. Immediately after each annual shareholders' meeting, the board of directors shall hold a regular meeting at the same place, or at any other place that has bees designated by the board of directors, to consider matters of organization, election of officers, and other business as desired. Notice of this meeting shall not be required unless some place other than the place of the annual shareholders' meeting has been designated.

        Section 8. OTHER REGULAR MEETINGS. Other regular meetings of the board of directors shall be held without call at times to be fixed by the board of directors from time to time. Such regular meetings may be held without notice.

        Section 9. QUORUM. A majority of the authorized number of directors as fixed by the Articles of Incorporation or By-Laws shall be necessary to constitute a quorum for the transaction of business, (except to adjourn as provided in Section 10 of this Article III), and the action of a majority of the Directors present at any meeting at which there is a quorum, when duly assembled, is valid as a corporate act; provided that a minority of the Directors, in the absence of a quorum, may adjourn from time to time, but may not transact any business. A meeting at which a quorum is initially present may continue to transact business, despite the withdrawal of directors, if any action taken is approved by at least a majority of the required quorum for that meeting.

        Section 10. WAIVER OF NOTICE. Notice of a meeting, although otherwise required, need not be given to any director who (i) either before or after the meeting signs a waiver of notice or a consent to holding the meeting without being given notice; (ii) signs an approval of the minutes of the meeting; or (iii) attends the meeting without protesting the lack of notice before or at the beginning of the meeting. Waivers of notice or consents need not specify the purpose of the meeting. All waivers, consents, and approvals of the minutes shall be filed with the corporate records or made a part of the minutes of the meeting.

        Section 11. ADJOURNMENT TO ANOTHER TIME OR PLACE. Whether or not a quorum is present, a majority of the directors present may adjourn any meeting to another time or place.

        Section 12. NOTICE OF ADJOURNED MEETING. Notice of the time and place of resuming a meeting that has been adjourned need not be given unless the adjournment is for more than 24 hours; in which case notice shall be given, before the time set for resuming the adjourned meeting, to the directors who were not present at the time of the adjournment. Notice need not be given in any case to directors who were present at the time of adjournment.

        Section 13. ACTION WITHOUT A MEETING. Any action required or permitted to be taken by the board of directors may be taken without a meeting, if all members of the board of directors individually or collectively consent in writing to that action. Any action by written consent shall have the same force and effect as a unanimous vote of the board of director. All written contents shall be filed with the minutes of the proceedings of the board of directors.

        Section 14. SOLE DIRECTOR PROVIDED BY ARTICLES OF INCORPORATION OR BY-LAWS. In the event only one (1) Director is required by the By-Laws or Articles of Incorporation, then any reference herein to notices, waivers, consents, meetings or other actions by a majority or quorum of the Directors shall be deemed to refer to such notice, waiver, etc., by such sole Director, who shall have all the rights and duties and shall be entitled to exercise all of the powers and shall assume all of the responsibilities otherwise herein described as given to a Board of Directors.

        Section 15. FEES AND COMPENSATION OF DIRECTORS. Directors and members of committees of the board may be compensated for their services, and shall be reimbursed for expenses, as fixed or determined by resolution of the board of directors. This section shall not be construed to

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preclude any director from serving the corporation in any other capacity, as an officer, agent, employee, or otherwise, and receiving compensation for those services.

        Section 16. ADVISORY DIRECTORS. The Board of Directors from time to time may elect one or more persons to be Advisory Directors who shall not by such appointment be members of the Board of Directors. Advisory Directors shall be available from time to time to perform special assignments specified by the President, to attend meetings of the Board of Directors upon invitation and to furnish consultation to the Board. The period during which the title shall be held may be prescribed by the Board of Directors. If no period is prescribed, the title shall be held at the pleasure of the Board.

        Section 17. RESIGNATIONS. Any Director may resign effective upon giving written notice to the Chairman of the Board, the President, the Secretary or the Board of Directors of the corporation, unless the notice specifies a later time for the effectiveness of such resignation. If the resignation is effective at a future time, a successor may be elected to take office when the resignation becomes effective.

ARTICLE IV
COMMITTEES

        Section l. COMMITTEES OF THE BOARD. The board of directors may, by resolution adopted by a majority of the authorized number of directors, designate one or more committees as may be necessary from time to time, each consisting of such number of its members and with such powers as it may designate, and consistent with the Articles of Incorporation and By-Laws and the General Corporation Laws of the State of California. Such committees shall hold office at the pleasure of the board. The board may designate one or more directors as alternate members of any committee, to replace any absent member at a committee meeting. The appointment of committee members or alternate members requires the vote of a majority of the authorized number of directors. A committee may be granted any or all of the powers and authority of the board, to the extent provided in the resolution of the board of directors establishing the committee, except with respect to:

        (a)  Approving any action for which the California Corporations Code also requires the approval of the shareholders or of the outstanding shares;

        (b)  Filling vacancies on the board of directors or any committee of the board;

        (c)  Fixing directors' compensation for serving on the board or a committee of the board;

        (d)  Adopting, amending, or repealing bylaws;

        (e)  Amending or repealing any resolution of the board of directors that by its express terms is not so amendable or repealable;

          (f)  Making distributions to shareholders, except at a rate or in a periodic amount or within a price range determined by the board of directors; or

        (g)  Appointing other committees of the board or their members.

        Section 2. MEETINGS AND ACTION OF COMMITTEES. Meetings and action of committees shall be governed by, and held and taken in accordance with, bylaw provisions applicable to meetings and actions of the board of directors, as provided in Section 5 and Sections 7 through 13 of Article III of these bylaws, as to the following matters: place of meetings, regular meetings, special meetings and notice, quorum, waiver of notice, adjournment, notice of adjournment, and action without meeting, with such changes in the context of those bylaws as are necessary to substitute the committee and its members for the board of directors and its members, except that (a) the time of regular meetings of committees may be determined either by resolution of the board of directors or by resolution of the committee, (b) special meetings of committees may also be called by resolution of the board of

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directors; and (c) notice of special meetings of committees shall also be given to all alternative members who shall have the right to attend all meetings of the committee. The board of directors may adopt rules for the governance of any committee not inconsistent with these bylaws.

ARTICLE V
OFFICERS

        Section 1. OFFICERS. The officers of the corporation shall be a president, a vice president, a secretary, and a chief financial officer or treasurer. The corporation may also have, at the discretion of the board of directors, a chair of the board, one or more vice presidents, one or more assistant secretaries, one or more assistant treasurers, and such other officers as may be appointed in accordance with Section 3 of this Article V. Any assistant secretary or assistant treasurer, respectively, may exercise any of the powers of secretary or treasurer, respectively, as provided in these by-laws or as directed by the Board of Directors, and shall perform such other duties as are imposed upon them by the by-laws or the Board of Directors. Any number of offices may be held by the same person.

        Section 2. APPOINTMENT OF OFFICERS. The officers of the corporation, except for subordinate officers appointed in accordance with Section 3 of this Article V, shall be appointed by the board of directors, and shall serve at the pleasure of the board of directors.

        Section 3. SUBORDINATE OFFICERS. The board of directors may appoint, and may empower the president to appoint other officers as required by the business of the corporation, whose duties shall be as provided in the bylaws, or as determined from time to time by the board of directors or the president.

        Section 4. REMOVAL AND RESIGNATION OF OFFICERS. Any officer chosen by the board of directors may be removed at any time, with or without cause or notice, by a majority vote of the board of directors at any regular meeting or special meeting of the Board of Directors. Subordinate officers appointed by persons other than the board under Section 3 of this Article V may be removed at any time, with or without cause or notice, by the board of directors or by the officer by whom appointed. Officers may be employed for a specified term under a contract of employment if authorized by the board of directors; such officers may be removed from office at any time under this section, and shall have no claim against the corporation or individual officers or board members because of the removal except any right to monetary compensation to which the officer may be entitled under the contract of employment.

        Any officer may resign at any time by giving written notice to the corporation. Resignations shall take effect on the date of receipt of the notice, unless a later time is specified in the notice. Unless otherwise specified in the notice, acceptance of the resignation is not necessary to make it effective. Any resignations without prejudice to the rights, if any, of the corporation to monetary damages under any contract of employment to which the officer is a party.

        Section 5. VACANCIES IN OFFICES. A vacancy in any office resulting from an officer's death, resignation, removal, disqualification, or from any other cause shall be filled in the manner prescribed in these bylaws for regular election or appointment to that office.

        Section 6. CHAIR OF THE BOARD. The board of directors may elect a chair, who shall preside, if present, at board meetings and shall exercise and perform such other powers and duties as may be assigned from time to time by the board of directors. If there is no president, the chair of the board shall in addition be the chief executive officer of the corporation, and shall have the powers and duties as set forth in Section 7 of this Article V.

        Section 7. PRESIDENT. Except to the extent that the bylaws or the board of directors assign specific powers and duties to the chair of the board (if any), the president shall be the corporation's general manager and chief executive officer and, subject to the control of the board of directors, shall

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have general supervision, direction, and control over the corporation's business and its officers. The managerial powers and duties of the president shall include, but are not limited to, all the general powers and duties of management usually vested in the office of president of a corporation, and the president shall have other powers and duties as prescribed by the board of directors or the bylaws. The president shall preside at all meetings of the shareholders and, in the absence of the chair of the board or if there is no chair of the board, shall also preside at meetings of the board of directors.

        Section 8. VICE PRESIDENTS. If desired, one or more vice presidents may be chosen by the board of directors in accordance with the provisions for appointing officers set forth in Section 2 of this Article V. In the absence or disability of the president, the president's duties and responsibilities shall be carried out by the highest ranking available vice president if vice presidents are ranked or, if not, by a vice president designated by the board of directors. When so acting, a vice president shall have all the powers of and be subject to all the restrictions on the president. Vice presidents of the corporation shall have such other powers and perform such other duties as prescribed from time to time by the board of directors, the bylaws, or the president (or chair of the board if there is no president).

        Section 9. SECRETARY

        (a)  Minutes.

        The secretary shall keep, or cause to be kept, minutes of all of the shareholders' meetings and of all other board meetings. If the secretary is unable to be present, the secretary or the presiding officer of the meeting shall designate another person to take the minutes of the meeting.

        The secretary shall keep, or cause to be kept, at the principal executive office or such other place as designated by the board of directors, a book of minutes of all meetings and actions of the shareholders, of the board of directors, and of committees of the board. The minutes of each meeting shall state the time and place the meeting was held; whether it was regular or special; if special, how it was called or authorized; the names of directors present at board or committee meetings; the number of shares present or represented at shareholders' meetings; an accurate account of the proceedings; and when it was adjourned.

        (b)  Record of Shareholders.

        The secretary shall keep, or cause to be kept, at the principal executive office or at the office of the transfer agent or registrar, a record or duplicate record of shareholders. This record shall show the names of all shareholders and their addresses, the number and classes of shares held by each, the number and date of share certificates issued to each shareholder, and the number and date of cancellation of any certificates surrendered for cancellation.

        (c)  Notice of Meetings.

        The secretary shall give notice, or cause notice to be given, of all shareholders' meetings, board meetings, and meetings of committees of the board for which notice is required by statute or by the bylaws. If the secretary or other person authorized by the secretary to give notice fails to act, notice of any meeting may be given by any other officer of the corporation.

        (d)  Other Duties.

        The secretary shall keep the seal of the corporation, if any, in safe custody. The secretary shall have such other powers and perform other duties as prescribed by the board of directors or by the bylaws.

        Section 10. CHIEF FINANCIAL OFFICER/TREASURER. The chief financial officer shall keep, or cause to be kept, adequate and correct books and records of accounts of the properties and business transactions of the corporation, including accounts of its assets, liabilities, receipts, disbursements, gains,

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losses, capital, retained earnings, and shares. The books of account shall at all reasonable times be open to inspection by any director.

        The chief financial officer shall (1) deposit corporate funds and other valuables in the corporation's name and to its credit with depositories designated by the board of directors; (2) make disbursements of corporate finds as authorized by the board; (3) render a statement of the corporation's financial condition and an account of all transactions conducted as chief financial officer whenever requested by the president or the board of directors; and (4) have other powers and perform other duties as prescribed by the board of directors or the bylaws.

        Unless the board of directors has elected a separate treasurer, the chief financial officer shall be deemed to be the treasurer for purposes of giving any reports or executing any certificates or other documents.

ARTICLE VI
INDEMNIFICATION OF DIRECTORS, OFFICERS,
EMPLOYEES, AND OTHER AGENTS

        Section 1. AGENTS, PROCEEDINGS, AND EXPENSES. For the purposes of this Article, "agent" means any person who is or was a director, officer, employee, or other agent of this corporation, or who is or was serving at the request of this corporation as a director, officer, employee, or agent of another foreign or domestic corporation, partnership, joint venture, trust or other enterprise, or who was a director, officer, employee, or agent of a foreign or domestic corporation that was a predecessor corporation of this corporation or of another enterprise at the request of such predecessor corporation; "proceeding" means any threatened, pending, or completed action or proceeding, whether civil, criminal, administrative, or investigative; and "expenses" includes, without limitation, attorney fees and any expenses of establishing a right to indemnification under Section 4 or Section 5(d) of this Article VI.

        Section 2. ACTIONS OTHER THAN BY THE CORPORATION. This corporation shall have the power to indemnify any person who was or is a party, or is threatened to be made a party, to any proceeding (other than an action by or in the right of this corporation to procure a judgment in its favor) by reason of the fact that such person is or was an agent of this corporation, against expenses, judgments, fines, settlements, and other amounts actually and reasonably incurred in connection with such proceeding if that person acted in good faith and in a manner that the person reasonably believed to be in the best interests of this corporation and, in the case of a criminal proceeding, had no reasonable cause to believe the conduct of that person was unlawful. The termination of any proceeding by judgment, order, settlement, conviction, or upon a plea of nolo contendere or its equivalent shall not, of itself, create a presumption that the person did not act in good faith and in a manner that the person reasonably believed to be in the best interests of this corporation or that the person had reasonable cause to believe that the person's conduct was not unlawful.

        Section 3. ACTIONS BY OR IN THE RIGHT OF THE CORPORATION. This corporation shall have the power to indemnify any person who was or is a party, or is threatened to be made a party, to any threatened, pending, or completed action by or in the right of this corporation to procure a judgment in its favor by reason of the fact that such person is or was an agent of this corporation, against expenses actually and reasonably incurred by such person in connection with the defense or settlement of that action, if such person acted in good faith, in a manner such person believed to be in the best interests of this corporation and its shareholders. No indemnification shall be made under this Section 3 for the following:

        (a)  With respect to any claim, issue, or matter as to which such person has been adjudged to be liable to this corporation in the performance of such person's duty to the corporation and its shareholders, unless and only to the extent that the court in which such proceeding is or was pending

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shall determine on application that, in view of all the circumstances of the case, such person is fairly and reasonably entitled to indemnity for expenses and then only to the extent that the court shall determine;

        (b)  Amounts paid in settling or otherwise disposing of a pending action without court approval; or

        (c)  Expenses incurred in defending a pending action that is settled or otherwise disposed of without court approval.

        Section 4. SUCCESSFUL DEFENSE BY AGENT. To the extent that an agent of this corporation has been successful on the merits in defense of any proceeding referred to in Section 2 or 3 of this Article VI, or in defense of any claim, issue, or matter therein, the agent shall be indemnified against expenses actually and reasonably incurred by the agent in connection therewith.

        Section 5. REQUIRED APPROVAL. Except as provided in Section 4 of this Article VI, any indemnification under this Section shall be made by the corporation only if authorized in the specific case, after a determination that indemnification of the agent is proper in the circumstances because the agent has met the applicable standard of conduct set forth in Section 2 or 3 by one of the following:

        (a)  A majority vote of a quorum consisting of directors who are not parties to such proceeding;

        (b)  Independent legal counsel in a written opinion if a quorum of directors who are not parties to such a proceeding is not available;

        (c)   (i) the affirmative vote of a majority of shares of this corporation entitled to vote represented at a duly held meeting at which quorum is present; or

        (ii)  the written consent of holders of a majority of the outstanding shares entitled to vote (for purposes of this subsection 5(c), the shares owned by the person to be indemnified shall not be considered outstanding or entitled to vote thereon); or

        (d)  The court in which the proceeding is or was pending, on application made by this corporation or the agent or the attorney or other person rendering services in connection with the defense, whether or not such application by the agent, attorney, or other person is opposed by this corporation.

        Section 6. ADVANCE OF EXPENSES. Expenses incurred in defending any proceeding may be advanced by the corporation before the final disposition of such proceeding on receipt of an undertaking by or on behalf of the agent to repay such amounts if it shall be determined ultimately that the agent is not entitled to be indemnified as authorized in this Article VI.

        Section 7. OTHER CONTRACTUAL RIGHTS. The indemnification provided by this Article VI shall not be deemed exclusive of any other rights to which those seeking indemnification may be entitled under any bylaw, agreement, vote of shareholders or disinterested directors, or otherwise, both as to action in an official capacity and as to action in another capacity while holding such office, to the extent such additional rights to indemnification are authorized in the articles of the corporation. Nothing in this section shall affect any right to indemnification to which persons other than such directors and officers may be entitled by contract or otherwise.

        Section 8. LIMITATIONS. No indemnification or advance shall be made under this Article VI, except as provided in Section 4 or Section 5(d), in any circumstance if it appears:

        (a)  That it would be inconsistent with a provision of the articles, bylaws, a resolution of the shareholders, or as agreement in effect at the time of the accrual of the alleged cause of action asserted in the proceeding in which expenses were incurred or other amounts were paid, which prohibits or otherwise limits indemnification; or

        (b)  That it would be inconsistent with any condition expressly imposed by a court in approving settlement.

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        Section 9. INSURANCE. This corporation may purchase and maintain insurance on behalf of any agent of the corporation insuring against any liability asserted against or incurred by the agent in that capacity or arising out of the agent's status as such, whether or not this corporation would have the power to indemnify the agent against that liability under the provisions of this Article VI. Notwithstanding the foregoing, if this corporation owns all or a portion of the shares of the company issuing the policy of insurance, the insuring company and/or the policy shall meet the conditions set forth in section 317(I) of the Corporations Code.

        Section 10. FIDUCIARIES OF CORPORATE EMPLOYEE BENEFIT PLAN. This Article VI does not apply to any proceeding against any trustee, investment manager, or other fiduciary of an employee benefit plan in that person's capacity as such, even though that person may also be an agent of the corporation. The corporation shall have the power to indemnify, and to purchase and maintain insurance on behalf of any such trustee, investment manager, or other fiduciary of any benefit plan for any or all of the directors, officers, and employees of the corporation or any of its subsidiary or affiliated corporations.

        Section 11. SURVIVAL OF RIGHTS. The rights provided by this Article VI shall continue for a person who has ceased to be an agent and shall inure to the benefit of the heirs, executors, and administrators of such person.

        Section 12. EFFECT OF AMENDMENT. Any amendment, repeal, or modification of this Article VI shall not adversely affect an agent's right or protection existing at the time of such amendment, repeal, or modification.

        Section 13. SETTLEMENT OF CLAIMS. The corporation shall not be liable to indemnify any agent under this Article VI for (a) any amounts paid in settlement of any action or claim effected without the corporation's written consent, which consent shall not be unreasonably withheld or (b) any judicial award, if the corporation was not given a reasonable and timely opportunity to participate, at its expense, in the defense of such action.

        Section 14. SUBROGATION. In the event of payment under this Article VI, the corporation shall be subrogated to the extent of such payment to all of the rights of recovery of the agent, who shall execute all papers required and shall do everything that may be necessary to secure such rights, including the execution of such documents as may be necessary to enable the corporation effectively to bring suit to enforce such rights.

        Section 13. NO DUPLICATION OF PAYMENTS. The corporation shall not be liable under this Article VI to make any payment in connection with any claim made against the agent to the extent the agent has otherwise actually received payment, whether under a policy of insurance, agreement, vote, or otherwise, of the amounts otherwise indemnifiable under this Article.

ARTICLE VII
CORPORATE RECORDS AND REPORTS

        Section 1. MAINTENANCE OF SHAREHOLDER RECORD AND INSPECTION BY SHAREHOLDERS. The corporation shall keep at its principal executive office or at the office of its transfer agent or registrar, as determined by resolution of the board of directors, a record of the names and addresses of all shareholders and the number and class of shares held by each shareholder.

        A shareholder or shareholders holding at least 5 percent in the aggregate of the outstanding voting shares of the corporation, or any director shall have the right to inspect and copy the record of shareholders' names and addresses and shareholdings during usual business hours, from time so time and in the manner provided for in Section 355 of the Civil Code of California.

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        Section 2. MAINTENANCE AND INSPECTION OF BYLAWS. The corporation shall keep at its principal executive office, or if its principal executive office is not in the State of California, at its principal business office in this state, the original or a copy of the bylaws as amended to date, which shall be open to inspection by the directors and shareholders at all reasonable times during office hours, as provided in Section 1 of this Article VII. If the principal executive office of the corporation is outside the State of California and the corporation has no principal business office in this state, the secretary shall, on the written request of any shareholder, furnish to that shareholder a copy of the bylaws as amended to date.

        Section 3. MAINTENANCE AND INSPECTION OF MINUTES AND ACCOUNTING RECORDS. The minutes of proceedings of the shareholders, board of directors, and committees of the board, and the accounting books and records, shall be kept at the principal executive office of the corporation, or at such other place or places as designated by the board of directors. The minutes shall be kept in written form, and the accounting books and records shall be kept either in written form or in a form capable of being converted into written form. The minutes and accounting books and records shall be open to inspection on the written demand of any director, shareholder or holder of a voting trust certificate at any reasonable time during usual business hours, for a purpose reasonably related to the holder's interests as a shareholder or holder of a voting trust certificate. The inspection may be made in person or by an agent or attorney, and shall include the right to copy and make extracts. These rights of inspection shall extend to the records of each subsidiary of the corporation.

        Section 4. INSPECTION BY DIRECTORS. Every director shall have the absolute right at any reasonable time to inspect all books, records, and documents of every kind and the physical properties of the corporation and each of its subsidiary corporations. This inspection by a director may be made in person or by an agent or attorney and the right of inspection includes the right to copy and make extracts of documents.

        Section 5. ANNUAL REPORT TO SHAREHOLDERS. Inasmuch as, and for as long as, there are fewer than 100 shareholders, the requirement of an annual report to shareholders referred to in section 1501 of the California Corporations Code is expressly waived. However, nothing in this provision shall be interpreted as prohibiting the board of directors from issuing annual or other periodic reports to the shareholders, as the board considers appropriate.

        Section 6. FINANCIAL STATEMENTS. The corporation shall keep a copy of each annual financial statement, quarterly or other periodic income statement, and accompanying balance sheets prepared by the corporation on file in the corporation's principal executive office for 12 months; these documents shall be exhibited at all reasonable times, or copies provided, to any shareholder on demand.

        If no annual report for the last fiscal year has been sent to shareholders, on written request of any shareholder made more than 120 days after the close of the fiscal year the corporation shall deliver or mail to the shareholder, within 30 days after receipt of the request, a balance sheet as of the end of that fiscal year and an income statement and statement of changes in financial position for that fiscal year.

        A shareholder or shareholders holding 5 percent or more of the outstanding shares of any class of stock of the corporation may request in writing an income statement for the most recent three-month, six-month, or nine-month period (ending more than 30 days before the date of the request) of the current fiscal year, and a balance sheet of the corporation as of the end of that period. If such documents are not already prepared, the chief financial officer shall cause them to be prepared and shall deliver the documents personally or mail them to the requesting shareholders within 30 days after receipt of the request. A balance sheet, income statement, and statement of changes in financial position for the last fiscal year shall also be included, unless the corporation has sent the shareholders an annual report for the last fiscal year.

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        Quarterly income statements and balance sheets referred to in this section shall be accompanied by the report, if any, of independent accountants engaged by the corporation or the certificate of an authorized corporate officer stating that the financial statements were prepared without audit from the corporation's books and records.

        Section 7. ANNUAL STATEMENT OF GENERAL INFORMATION.

        (a)  Every year, during the calendar month in which the original articles of incorporation were filed with the California Secretary of State, or during the preceding five calendar months, the corporation shall file a statement with the Secretary of State on the prescribed form, setting forth the authorized number of directors; the names and complete business or residence addresses of all incumbent directors; the names and complete business or residence addresses of the chief executive officer, the secretary, and the chief financial officer, the street address of the corporation's principal executive office or principal business office in this state; a statement of the general type of business constituting the principal business activity of the corporation; and a designation of the agent of the corporation for the purpose of service of process, all in compliance with section 1502 of the Corporations Code of California.

        (b)  Notwithstanding the provisions of paragraph (a) of this section, if there has been no change in the information in the corporation's last annual statement on file in the Secretary of State's office, the corporation may, in lieu of filing the annual statement described in paragraph (a) of this section, advise the Secretary of State, on the appropriate form, that no changes in the required information have occurred during the applicable period.

ARTICLE VIII
GENERAL CORPORATE MATTERS

        Section 1. AUTHORIZED SIGNATORIES FOR CHECKS. All checks, drafts, other orders for payment of money, notes, or other evidences of indebtedness issued in the name of or payable to the corporation shall be signed or endorsed by such person or persons and in such manner authorized from time to time by resolution of the board of directors.

        Section 2. EXECUTING CORPORATE CONTRACTS AND INSTRUMENTS. Except as otherwise provided in the articles or in these bylaws, the board of directors by resolution may authorize any officer, officers, agent, or agents to enter into any contract or to execute any instrument to the name of and on behalf of the corporation. This authority may be general or it may be confined to one or more specific matters. No officer, agent, employee, or other person purporting to act on behalf of the corporation shall have any power or authority to bind the corporation in any way, to pledge the corporation's credit, or to render the corporation liable for any purpose or in any amount, unless that person was acting with authority duly granted by the board of directors as provided in these bylaws, or unless an unauthorized act was later ratified by the corporation.

        Section 3. CERTIFICATES FOR SHARES. A certificate or certificates for shares of the capital stock of the corporation shall be issued to each shareholder when any of the shares are fully paid.

        In addition to certificates for fully paid shares, the board of directors may authorize the issuance of certificates for shares that are partly paid and subject to call for the remainder of the purchase price, provided that the certificates representing partly paid shares shall state the total amount of the consideration to be paid for the shares and the amount actually paid.

        All certificates shall certify the number of shares and the class or series of shares represented by the certificate. All certificates shall be signed in the name of the corporation by (1) either the chair of the board of directors, the vice chair of the board of directors, the president, or any vice president, and (2) either the chief financial officer, any assistant treasurer, the secretary, or any assistant secretary.

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        Any of the signatures on the certificate may be facsimile. If any officer, transfer, agent, or registrar who has signed or whose facsimile signature has been placed on a certificate shall have ceased to be that officer, transfer agent, or registrar before that certificate is issued, the certificate may be issued by the corporation with the same effect as if that person were an officer, transfer agent, or registrar at the date of issue.

        Section 4. LOST CERTIFICATES. Except as provided in this Section 4, no new certificates for shares shall be issued to replace old certificates unless the old certificate is surrendered to the corporation for cancellation at the same time. If share certificates or certificates for any other security have been lost, stolen, or destroyed, the board of directors may authorize the issuance of replacement certificates on terms and conditions as required by the board, which may include a requirement that the owner give the corporation a bond (or other adequate security) sufficient to indemnify the corporation against any claim that may be made against it (including any expense or liability) on account of the alleged loss, theft, or destruction of the old certificate or the issuance of the replacement certificate. Any person claiming a certificate of stock to be lost or destroyed shall make an affidavit or affirmation of that fact and advertise the same in such manner as the Board of Directors may require.

        Section 5. SHARES OF OTHER CORPORATIONS: HOW VOTED. Shares of other corporations standing in the name of this corporation shall be voted by one of the following persons, listed in order of preference:

        (1)  chair of the board, or person designated by the chair of the board; (2) president, or person designated by the president; (3) first vice president, or person designated by the first vice president; (4) other person designated by the board of directors.

        The authority to vote shares granted by this section includes the authority to execute a proxy in the name of the corporation for purposes of voting the shares.

        Section 6. TRANSFER ON THE BOOKS. Upon surrender to the secretary or transfer agent of the corporation of a certificate for shares duly endorsed or accompanied by proper evidence of succession, assignment or authority to transfer, it shall be the duty of the corporation to issue a new certificate to the person entitled thereto, cancel the old certificate and record the transaction upon its books.

        Section 7. TRANSFER AGENTS AND REGISTRARS The Board of Directors may appoint one or more transfer agents or transfer clerks, and one or more registrants, which shall be an incorporated bank or trust company, either domestic or foreign, who shall be appointed at such times and places as the requirements of the corporation may necessitate and the Board of Directors may designate.

        Section 8. CLOSING STOCK TRANSFER BOOKS. The Board of Directors may close the transfer books in their discretion for a period not exceeding thirty days preceding any meeting, annual or special, of the shareholders, or the day appointed for the payment of a dividend.

ARTICLE IX
AMENDMENTS

        Section 1. AMENDMENT BY BOARD OF DIRECTORS OR SHAREHOLDERS. Except as otherwise required by law or by the articles of incorporation, these bylaws may be amended or repealed, and new bylaws may be adopted, by the board of directors or by the holders of a majority of the outstanding shares entitled to vote. The shareholders reserve the right to revoke the delegation of authority of the directors to amend or repeal the bylaws at any time.

        Notwithstanding the first sentence of this section, any amendment, repeal, or adoption of a bylaw by action of the board of directors on any of the following matters shall be ineffective unless

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and until it is approved by a majority of the outstanding shares entitled to vote: the power to change the authorized number of directors.

        Section 2. RECORD OF AMENDMENTS. Whenever an amendment or new by-law is adopted, it shall be copied in the book of by-laws with the original by-laws, in the appropriate place. If any by-law is repealed, the fact of repeal with the date of the meeting at which the repeal was enacted or written assent was filed shall be stated in said book.

KNOW ALL MEN BY THESE PRESENTS:

        That we, the undersigned, being all of the persons appointed to act as the Board of Directors of Florence Theatre Corporation hereby assent to the foregoing amended and restated bylaws, and adopt them as the bylaws of this corporation.

        IN WITNESS WHEREOF, we have hereunto set our hands this 30^th day of March, 1999.

/s/  W. JAMES EDWARDS, III W. James Edwards, III

/s/  BERNICE E. EDWARDS Bernice E. Edwards

/s/  JOAN EDWARDS RANDOLPH Joan Edwards Randolph

/s/  CAROLE ANN RUOFF Carole Ann Ruoff

        THIS IS TO CERTIFY:

        That I am the duly elected, qualified and acting Secretary of Florence Theatre Corporation, and that the above and foregoing amended and restated bylaws were adopted as the bylaws of said corporation on the 12^th day of April, 1999, by the persons appointed to act as the directors of this corporation.

        IN WITNESS WHEREOF, I have hereunto set my hand this 12^th day of April, 1999.

/s/  MARCELLA SHELDON Marcella Sheldon, Secretary

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Exhibit 3.38

FLORENCE THEATRE CORPORATION a California corporation SHAREHOLDER'S RESOLUTION AMENDING BY-LAWS
CERTIFICATION BY SECRETARY
DIRECTOR'S RESOLUTION BY UNANIMOUS WRITTEN CONSENT AMENDING BYLAWS OF FLORENCE THEATRE CORPORATION a California corporation
CERTIFICATION BY SECRETARY
AMENDED AND RESTATED BYLAWS OF FLORENCE THEATRE CORPORATION a California Corporation
ARTICLE I OFFICES
ARTICLE II MEETINGS OF SHAREHOLDERS
ARTICLE III DIRECTORS; MANAGEMENT
ARTICLE IV COMMITTEES
ARTICLE V OFFICERS
ARTICLE VI INDEMNIFICATION OF DIRECTORS, OFFICERS, EMPLOYEES, AND OTHER AGENTS
ARTICLE VII CORPORATE RECORDS AND REPORTS
ARTICLE VIII GENERAL CORPORATE MATTERS
ARTICLE IX AMENDMENTS

EX-3.39

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Exhibit 3.39

CERTIFICATE OF AMENDMENT
TO ARTICLES OF INCORPORATION

The undersigned certify that:

        1.    They are the president and the secretary, respectively, of MORGAN EDWARDS THEATRE CORPORATION, a California corporation.

        2.    The language of Article Fifth of the Articles of Incorporation which now reads: "That the number of directors of this corporation shall not be less than three (3) nor more than five (5)," is hereby amended to read: "That the number of directors of this corporation shall be not less than four (4) nor more than seven (7)."

        3.    The foregoing amendment of Articles of Incorporation as been duly approved by the Board of Directors.

        4.    The foregoing Amendment to Articles of Incorporation has been duly approved by the required vote of shareholders in accordance with Section 902 of the Corporations Code. The total number of outstanding shares of the corporation is 50. The number of shares voting in favor of the amendment equaled or exceeded the vote required. The percentage vote required was more than 50%.

        We further declare under penalty of perjury under the laws of the State of California that the matters set forth in this certificate are true and correct of our own knowledge.

Dated September 25, 2001	/s/  STEPHEN V. COFFEY Stephen V. Coffey, President
	/s/  LISA WARRINGTON Lisa Warrington, Secretary

CERTIFICATE OF AMENDMENT
OF
ARTICLES OF INCORPORATION

The undersigned certify that:

1.

They are the president and the secretary, respectively, of Morgan Edwards Theatre Corporation, a California corporation.

2.

The language of Article Fifth of the Articles of Incorporation which now reads: "That the said Board of Directors shall consist of but three members" is hereby amended to read: "That the number of directors of this corporation shall be not less than three (3) nor more than five (5)."

3.

The foregoing amendment of Articles of Incorporation has been duly approved by the Board of Directors.

4.

The foregoing amendment of Articles of Incorporation has been duly approved by the required vote of shareholders in accordance with Section 902 of the Corporations Code. The total number of outstanding shares of the corporation is 50. The number of shares voting in favor of the amendment equaled or exceeded the vote required. The percentage vote required was more than 50%.

We further declare under penalty of perjury under the laws of the State of California that the matters set forth in this certificate are true and correct of our own knowledge.

Date: 6/11/99	/s/  JAMES EDWARDS, III James Edwards, III, President
	/s/  MARCELLA SHELDON Marcella Sheldon, Secretary

ARTICLES OF INCORPORATION
OF
MORGAN EDWARDS THEATRE CORPORATION

KNOW ALL MEN BY THESE PRESENTS:

        That we, the undersigned James Edwards, Jr., Bernice Edwards, and V.A. Morgan, have this day voluntarily associated ourselves together for the purpose of forming a corporation under the laws of the State of California.

        And we do hereby certify:

        First: That the name of this corporation is:

MORGAN EDWARDS THEATRE CORPORATION

        Second: That the purposes for which this corporation is formed are the following:

        (a)  To conduct and/or engage in the business of owning, leasing or operating places of public amusement, particularly talking picture theatres, vaudeville theatres and theatres at which other forms of entertainment are offered.

        (b)  To carry as any other business whatsoever which this corporation may deem proper or convenient in connection with the principal purpose for which it is organized.

        (c)  To purchase, lease from others and otherwise acquire, sell, convey, transfer, lease to others, and otherwise dispose of, mortgage, or otherwise encumber real or personal property.

        (d)  To acquire, hold, and sell the shares of other corporations, and negotiate for the sale, hypothecation or disposal of the same; to borrow and loan money in connection with any of the purposes for which this corporation is formed, with or without security therefor; to execute notes, bonds and all other obligations for money borrowed, property purchased, or otherwise acquired by this corporation, or any lawful purpose and to secure the payment of the principal and interest of said notes, bonds, or other obligations by mortgage, pledge, hypothecation, deed of trust, or otherwise of any or all property owned or which may be acquired by this corporation.

        Third: The county in the State of California where the principal office for the transaction of business of this corporation is to be located is Los Angeles County.

        Fourth: This corporation is authorized to issue only one class of shares of stock; the total number of said shares shall be two hundred fifty; the aggregate par value of all said shares shall be Twenty-five Thousand Dollars ($25,000.00); and the par value of each of said shares will be One Hundred Dollars ($100.00).

        Fifth: The names and addresses of the persons who are hereby appointed to act as the first directors of this corporation are:

Name	Address
James Edwards, Jr.,	Alhambra, California
Bernice Edwards	Alhambra, California
V.A. Morgan	San Marino, California

        That the said Board of Directors shall consist of but three members.

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        IN WITNESS WHEREOF, we have hereunto subscribed our name this 29th day of March, 1944.

/s/ JAMES EDWARDS, JR.

/s/ BERNICE EDWARDS

/s/ V.A. MORGAN

STATE OF CALIFORNIA,	)
	)	ss.
COUNTY OF LOS ANGELES.	)

        On this 29 day of March, 1944, before me, Inez Deems, a Notary Public in and for said County and State, residing therein, duly commissioned and sworn, personally appeared, James Edwards, Jr., Bernice Edwards, and V.A. Morgan, known to me to be the persons whose names are subscribed in the foregoing Articles of Incorporation and acknowledged to me that they executed the same.

WITNESS MY HAND AND OFFICIAL SEAL.

/s/  INEZ DEEMS Notary Public in and for the County of
Los Angeles, State of California

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Exhibit 3.39

CERTIFICATE OF AMENDMENT TO ARTICLES OF INCORPORATION

EX-3.40

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Exhibit 3.40

AMENDED AND RESTATED
BYLAWS
OF
MORGAN EDWARDS THEATRE CORPORATION
a California Corporation

ARTICLE I
OFFICES

        Section 1. PRINCIPAL EXECUTIVE OR BUSINESS OFFICES. The board of directors shall fix the location of the principal executive office of the corporation at any place within or outside the State of California. If the principal executive office is located outside California and the corporation has one or more business offices in California, the board shall fix and designate a principal business office in California.

        Section 2. OTHER OFFICES. Branch or subordinate offices may be established at any time and at any place by the Board of Directors.

ARTICLE II
MEETINGS OF SHAREHOLDERS

        Section 1. PLACE OF MEETINGS. Meetings of shareholders shall be held at the corporation's principal executive office in the State of California, as may be designated from time to time by the Board of Directors.

        Section 2. ANNUAL MEETING. The annual meeting of shareholders shall be held each year on a date and at a time designated by the board of directors. At each annual meeting, a Board of Directors shall be elected by plurality of shareholder vote and any other proper business within the power of the shareholders may be transacted.

        Section 3. SPECIAL MEETING. A special meeting of the shareholders may be called at any time by the board of directors, by the chair of the board, by the president or vice president, or by one or more shareholders holding shares that in the aggregate are entitled to cast not less than one-fifth (¹/5th) of the voting power of the corporation.

        Section 4. NOTICE OF SHAREHOLDERS' MEETINGS. All notices of meetings of shareholders shall be given in writing to shareholders entitled to vote by the Secretary or the Assistant Secretary, or if there be no such officer, or in case of his neglect or refusal, by any director or shareholder. Such notices shall be sent or otherwise given in accordance with Section 5 of this Article II, not fewer than 7 nor more than 60 days before the date of the meeting. The notice shall specify the place, date, and hour of the meeting, and (i) in the case of a special meeting, the general nature of the business to be transacted, or (ii) in the case of the annual meeting, those matters that the board of directors, at the time of giving the notice, intends to present for action by the shareholders. If directors are to be elected, the notice shall include the names of all nominees whom the board intends, at the time of the notice, to present for election.

        The notice shall also state the general nature of any proposed action to be taken at the meeting to approve any of the following matters:

        (i) A transaction in which a director has a financial interest, within the meaning of §310 of the California Corporations Code;

        (ii) An amendment of the articles of incorporation under §902 of that Code:

        (iii) A reorganization under §1201 of that Code;

        (iv) A voluntary dissolution under §1900 of that Code; or

        (v) A distribution in dissolution that requires approval of the outstanding shares under §2007 of that Code.

        Section 5. MANNER OF GIVING NOTICE: AFFIDAVIT OF NOTICE.

        Notice of any shareholders' meeting shall be given either personally or by first-class mail or telegraphic or other written communication, charges prepaid, addressed to the shareholder at the address appearing on the corporation's books or given by the shareholder to the corporation for purposes of notice.

        An affidavit of the mailing, or other authorized means of giving notice or delivering a document, of any notice of shareholders' meeting, report, or other document sent to shareholders, may be executed by the corporation's secretary, assistant secretary, or transfer agent, and, if executed, shall be filed and maintained in the minute book of the corporation.

        Section 6. QUORUM. The presence in person or by proxy of the holders of a majority of the shares entitled to vote at any meeting of the shareholders shall constitute a quorum for the transaction of business, except as otherwise provided by law, by the articles of incorporation, or by these By-Laws. If, however, such majority shall not be present or represented at any meeting of the shareholders, the shareholders entitled to vote at that meeting, present in person, or by proxy, shall have the power to adjourn the meeting from time to time, until the requisite amount of the voting shares shall be present.

        Section 7. ADJOURNED MEETING; NOTICE. Any shareholders' meeting, annual or special, whether or not a quorum is present, may be adjourned from time to time by the vote of the majority of the shares represented at that meeting, either in person or by proxy.

        When any meeting of shareholders, either annual or special, is adjourned to another time or place, notice of the adjourned meeting need not be given if the time and place are announced at the meeting at which the adjournment is taken, unless a new record date for the adjourned meeting is fixed, or unless the adjournment is for more than 30 days from the date set for the original meeting, in which case the board of directors shall set a new record date. Notice of any such adjourned meeting, if required, shall be given to each shareholder of record entitled to vote at the adjourned meeting, in accordance with Section 4 and 5 of this Article II. At any adjourned meeting, the corporation may transact any business that might have been transacted at the original meeting.

        Section 8. VOTING. The shareholders entitled to vote at any meeting of shareholders shall be determined in accordance with the provisions of sections 702 through 704 of the California Corporations Code relating to voting shares held by a fiduciary, in the name of a corporation, or in joint ownership). The shareholders' vote may be by voice vote or by ballot, provided, however, that any election for directors must be by ballot if demanded by any shareholder before the voting has begun. If a quorum is present (or if a quorum has been present earlier at the meeting but some shareholders have withdrawn), the affirmative vote of a majority of the shares represented and voting, provided such shares voting affirmatively also constitute a majority of the number of shares required for a quorum, shall be the act of the shareholders unless the vote of a greater number or voting by classes is required by law or by the articles of incorporation.

        At a shareholders' meeting at which directors are to be elected, no shareholder shall be entitled to cumulate votes (i.e., cast for any candidate a number of votes greater than the number of votes which that shareholder normally would be entitled to cast), unless the candidates' names have been placed in nomination before commencement of the voting and a shareholder has given notice at the meeting, before the voting has begun, of the shareholder's intention to cumulate votes. If any shareholder has given such a notice, then all shareholders entitled to vote may cumulate their votes for candidates in nomination, and may give one candidate a number of votes equal to the number of directors to be elected multiplied by the number of votes to which that shareholder's shares are normally entitled, or distribute the shareholder's votes on the same principle among any or all of the candidates, as the

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shareholder thinks fit. The candidates receiving the highest number of votes, up to the number of directors to be elected, shall be elected.

        Section 9. CONSENT TO SHAREHOLDERS' MEETINGS. The transactions of any meeting of shareholders, however called and notice, shall be valid as though had at a meeting duly held after regular call and notice, if a quorum be present either in person or by proxy, and, if either before or after the meeting, each of the shareholders entitled to vote, not present in person or by proxy, signs a written waiver of notice, or a consent to the holding of such meeting, or an approval of the minutes thereof, provided that any written waiver or consent shall state the general nature of any action taken or proposed to be taken at the meeting where the action relates to any of the five matters specified in Section 4 of this Article II. All such waivers, consents or approvals shall be filed with the corporate records or made a part of the minutes of the meeting.

        Section 10. SHAREHOLDER ACTION BY WRITTEN CONSENT WITHOUT A MEETING. Any action that could be taken at an annual or special meeting of shareholders may be taken without a meeting and without prior notice, if a consent in writing, setting forth the action so taken, is signed by the holders of outstanding shares having not less than the minimum number of votes that would be necessary to authorize or take that action at a meeting at which all shares entitled to vote on that action were present and voted.

        Directors may be elected by written consent of the shareholders without a meeting only if the written consents of all outstanding shares entitled to vote are obtained, except that vacancies on the board (other than vacancies created by removal) not filled by the board may be filled by the written consent of the holders of a majority of the outstanding shares entitled to vote.

        All consents shall be filed with the secretary of the corporation and shall be maintained in the corporate records. Any shareholder or other authorized person who has given a written consent may revoke it by a writing received by the secretary of the corporation before written consents of the number of shares required to authorize the proposed action have been filed with the secretary.

        Unless the consents of all shareholders entitled to vote have been solicited in writing, prompt notice shall be given of any corporate action approved by shareholders without a meeting by less than unanimous consent, to those shareholders entitled to vote who have not consented in writing. As to approvals required by California Corporations Code section 310 (transactions in which a director has a financial interest), section 317 (indemnification of corporate agents), section 1201 (corporate reorganization), or section 2007 (certain distributions on dissolution), notice of the approval shall be given at least ten days before the consummation of any action authorized by the approval. Notice shall be given in the manner specified in Section 5 of this Article 11.

ARTICLE III
DIRECTORS; MANAGEMENT

        Section 1. POWERS. Subject to the provisions of the California General Corporation Law and any limitations in the articles of incorporation and these bylaws relating to action required to be approved by the shareholders or by the outstanding shares, the business and affairs of the corporation shall be managed and all corporate powers shall be exercised by or under the direction of the board of directors.

        Without prejudice to these general powers, and subject to the same limitations, the board of directors shall have the power to:

        (a)  Select and remove all officers, agents, and employees of the corporation; prescribe any powers and duties for them that are consistent with law, with the articles of incorporation, and with these bylaws; fix their compensation; and require from them security for faithful service.

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        (b)  Change the principal executive office or the principal business office in the State of California from one location to another; cause the corporation to be qualified to do business in any other state, territory, dependency, or country and conduct business within or outside the State of California: and designate any place within or outside the State of California for holding any shareholders' meeting or meetings, including annual meetings.

        (c)  Adopt, make, and use a corporate seal; prescribe the forms of certificates of stock; and alter the form of the seal and certificates.

        (d)  Authorize the issuance of shares of stock of the corporation on any lawful terms, in consideration of money paid, labor done, services actually rendered, debts or securities canceled, or tangible or intangible property actually received.

        (e)  Borrow money and incur indebtedness on behalf of the corporation, and cause to be executed and delivered for the corporation's purposes, in the corporate tame, promissory notes, bonds, debentures, deeds of trust, mortgages, pledges, hypothecations, and other evidences of debt and securities.

        Section 2. NUMBER OF DIRECTORS. The authorized number of directors shall be not less than three, from time to time specified by the Articles of Incorporation or amendments thereto, or fixed or changed by the shareholders by amendments to these By-Laws adopted by the vote or written consent of a majority of the outstanding shares entitled to vote. However, an amendment that would reduce the authorized number of directors to a number fewer than five cannot be adopted if the votes cast against its adoption at a shareholders' meeting or the shares not consenting to an action by written consent are equal to more than one-sixth (16 ²/3%) of the outstanding shares entitled to vote.

        Section 3. QUALIFICATION.

        The directors need not be shareholders of the corporation.

        Section 4. ELECTION AND TERM OF OFFICE OF DIRECTORS. Directors shall be elected at each annual meeting of the shareholders to hold office until the next annual meeting. Each director, including a director elected to fill a vacancy, shall hold office until the expiration of the term for which elected and until a successor has been elected and qualified.

        No reduction of the authorized number of directors shall have the effect of removing any director before that director's term of office expires.

        Section 5. SPECIAL MEETINGS. Special meetings of the board of directors may be called for any purpose or purposes at any time by the chair of the board, the president, any vice president, the secretary, or any two directors.

        Special meetings shall be held on four days' notice by mail or forty-eight hours' notice delivered personally or by telephone (including a voice messaging system or other system or technology designed to record and communicate messages), telegraph, facsimile, electronic mail, or other electronic means. Oral notice given personally or by telephone, or written notice given by electronic mail or facsimile, may be transmitted either to the director or to a person at the director's office who can reasonably be expected to communicate it promptly to the director. Written notice, if used, shall be addressed to each director at the address shown on the corporation's records. The notice need not specify the purpose of the meeting, nor need it specify the place if the meeting is to be held at the principal executive office of the corporation.

        Section 6. PLACE OF MEETINGS; TELEPHONE MEETINGS. Regular meetings of the board of directors may be held at any place within or outside the State of California as designated from time to time by the board. In the absence of a designation, regular meetings shall be held at the principal executive office of the corporation. Special meetings of the board shall be held at any place within or

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outside the State of California designated in the notice of the meeting, or if the notice does not state a place, or if there is no notice, at the principal executive office of the corporation. Any meeting, regular or special, may be held by conference telephone or similar communication equipment, provided that all directors participating can hear one another.

        Section 7. ANNUAL DIRECTORS' MEETING. Immediately after each annual shareholders' meeting, the board of directors shall hold a regular meeting at the same place, or at any other place that has been designated by the board of directors, to consider matters of organization, election of officers, and other business as desired. Notice of this meeting shall not be required unless some place other than the place of the annual shareholders' meeting has been designated.

        Section 8. OTHER REGULAR MEETINGS. Other regular meetings of the board of directors shall be held without call at times to be fixed by the board of directors from time to time. Such regular meetings may be held without notice.

        Section 9. QUORUM. A majority of the authorized number of directors as fixed by the Articles of Incorporation or By-Laws shall be necessary to constitute a quorum for the transaction of business, (except to adjourn as provided in Section 10 of this Article III), and the action of a majority of the Directors present at any meeting at which there is a quorum, when duly assembled, is valid as a corporate act; provided that a minority of the Directors, in the absence of a quorum, may adjourn from time to time, but may not transact any business. A meeting at which a quorum is initially present may continue to transact business, despite the withdrawal of directors, if any action taken is approved by at least a majority of the required quorum for that meeting.

        Section 10. WAIVER OF NOTICE. Notice of a meeting, although otherwise required, need not be given to any director who (i) either before or after the meeting signs a waiver of notice or a consent to holding the meeting without being given notice; (ii) signs an approval of the minutes of the meeting; or (iii) attends the meeting without protesting the lack of notice before or at the beginning of the meeting. Waivers of notice or consents need not specify the purpose of the meeting. All waivers, consents, and approvals of the minutes shall be filed with the corporate records or made a part of the minutes of the meeting.

        Section 11. ADJOURNMENT TO ANOTHER TIME OR PLACE. Whether or not a quorum is present, a majority of the directors present may adjourn any meeting to another time or place.

        Section 12. NOTICE OF ADJOURNED MEETING. Notice of the time and place of resuming a meeting that has been adjourned need not be given unless the adjournment is for more than 24 hours, in which case notice shall be given, before the time set for resuming the adjourned meeting, to the directors who were not present at the time of the adjournment. Notice need not be given in any case to directors who were present at the time of adjournment.

        Section 13. ACTION WITHOUT A MEETING. Any action required or permitted to be taken by the board of directors may be taken without a meeting, if all members of the board of directors individually or collectively consent in writing to that action. Any action by written consent shall have the same force and effect as a unanimous vote of the board of directors. All written consents shall be filed with the minutes of the proceedings of the board of directors.

        Section 14. SOLE DIRECTOR PROVIDED BY ARTICLES OF INCORPORATION OR BY-LAWS. In the event only one (1) Director is required by the By-Laws or Articles of Incorporation, then any reference herein to notices, waivers, consents, meetings or other actions by a majority or quorum of the Directors shall be deemed to refer to such notice, waiver, etc., by such sole Director, who shall have all the rights and duties and shall be entitled to exercise all of the powers and shall assume all of the responsibilities otherwise herein described as given to a Board of Directors.

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        Section 15. FEES AND COMPENSATION OF DIRECTORS. Directors and members of committees of the board may be compensated for their services, and shall be reimbursed for expenses, as fixed or determined by resolution of the board of directors. This section shall not be construed to preclude any director from serving the corporation in any other capacity, as an officer, agent, employee, or otherwise, and receiving compensation for those services.

        Section 16. ADVISORY DIRECTORS. The Board of Directors from time to time may elect one or more persons to be Advisory Directors who shall not by such appointment be members of the Board of Directors. Advisory Directors shall be available from time to time to perform special assignments specified by the President, to attend meetings of the Board of Directors upon invitation and to furnish consultation to the Board. The period during which the title shall be held may be prescribed by the Board of Directors. If no period is prescribed, the title shall be held at the pleasure of the Board.

        Section 17. RESIGNATIONS. Any Director may resign effective upon giving written notice to the Chairman of the Board, the President, the Secretary or the Board of Directors of the corporation, unless the notice specifies a later time for the effectiveness of such resignation. If the resignation is effective at a future time, a successor may be elected to take office when the resignation becomes effective.

ARTICLE IV
COMMITTEES

        Section 1. COMMITTEES OF THE BOARD. The board of directors may, by resolution adopted by a majority of the authorized number of directors, designate one or more committees as may be necessary from time to time, each consisting of such number of its members and with such powers as it may designate, and consistent with the Articles of Incorporation and By-Laws and the General Corporation Laws of the State of California. Such committees shall hold office at the pleasure of the board. The board may designate one or more directors as alternate members of any committee, to replace any absent member at a committee meeting. The appointment of committee members or alternate members requires the vote of a majority of the authorized number of directors. A committee may be granted any or all of the powers and authority of the board, to the extent provided in the resolution of the board of directors establishing the committee, except with respect to:

        (a)  Approving any action for which the California Corporations Code also requires the approval of the shareholders or of the outstanding shares;

        (b)  Filling vacancies on the board of directors or any committee of the board;

        (c)  Fixing directors' compensation for serving on the board or a committee of the board;

        (d)  Adopting, amending, or repealing bylaws;

        (e)  Amending or repealing any resolution of the board of directors that by its express terms is not so amendable or repealable;

        (f)    Making distributions to shareholders, except at a rate or in a periodic amount or within a price range determined by the board of directors; or

        (g)  Appointing other committees of the board or their members.

        Section 2. MEETINGS AND ACTION OF COMMITTEES. Meetings and action of committees shall be governed by, and held and taken in accordance with, bylaw provisions applicable to meetings and actions of the board of directors, as provided in Section 5 and Sections 7 through 13 of Article III of these bylaws, as to the following matters: place of meetings, regular meetings, special meetings and notice, quorum, waiver of notice, adjournment, notice of adjournment, and action without meeting, with such changes in the context of those bylaws as are necessary to substitute the committee and its

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members for the board of directors and its members, except that (a) the time of regular meetings of committees may be determined either by resolution of the board of directors or by resolution of the committee; (b) special meetings of committees may also be called by resolution of the board of directors; and (c) notice of special meetings of committees shall also be given to all alternative members who shall have the right to attend all meetings of the committee. The board of directors may adopt rules for the governance of any committee not inconsistent with these bylaws.

ARTICLE V
OFFICERS

        Section 1. OFFICERS. The officers of the corporation shall be a president, a vice president, a secretary, and a chief financial officer or treasurer. The corporation may also have, at the discretion of the board of directors, a chair of the board, one or more vice presidents, one or more assistant secretaries, one or more assistant treasurers, and such other officers as may be appointed in accordance with Section 3 of this Article V. Any assistant secretary or assistant treasurer, respectively, may exercise any of the powers of secretary or treasurer, respectively, as provided in these by-laws or as directed by the Board of Directors, and shall perform such other duties as are imposed upon them by the by-laws or the Board of Directors. Any number of offices may be held by the same person.

        Section 2. APPOINTMENT OF OFFICERS. The officers of the corporation, except for subordinate officers appointed in accordance with Section 3 of this Article V, shall be appointed by the board of directors, and shall serve at the pleasure of the board of directors.

        Section 3. SUBORDINATE OFFICERS. The board of directors may appoint, and may empower the president to appoint other officers as required by the business of the corporation, whose duties shall be as provided in the bylaws, or as determined from time to time by the board of directors or the president.

        Section 4. REMOVAL AND RESIGNATION OF OFFICERS. Any officer chosen by the board of directors may be removed at any time, with or without cause or notice, by a majority vote of the board of directors at any regular meeting or special meeting of the Board of Directors. Subordinate officers appointed by persons other than the board under Section 3 of this Article V may be removed at any time, with or without cause or notice by the board of directors or by the officer by whom appointed. Officers may be employed for a specified term under a contract of employment if authorized by the board of directors; such officers may be removed from office at any time under this section, and shall have no claim against the corporation or individual officers or board members because of the removal except any right to monetary compensation to which the officer may be entitled under the contract of employment.

        Any officer may resign at any time by giving written notice to the corporation. Resignations shall take effect on the date of receipt of the notice, unless a later time is specified in the notice. Unless otherwise specified in the notice, acceptance of the resignation is not necessary to make it effective. Any resignation is without prejudice to the rights, if any, of the corporation to monetary damages under any contract of employment to which the officer is a party.

        Section 5. VACANCIES IN OFFICES. A vacancy in any office resulting from an officer's death, resignation, removal, disqualification, or from any other cause shall be filled in the manner prescribed in these bylaws for regular election or appointment to that office.

        Section 6. CHAIR OF THE BOARD. The board of directors may elect a chair, who shall preside, if present, at board meetings and shall exercise and perform such other powers and duties as may be assigned from time to time by the board of directors. If there is no president, the chair of the board shall in addition be the chief executive officer of the corporation, and shall have the powers and duties as set forth in Section 7 of this Article V.

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        Section 7. PRESIDENT. Except to the extent that the bylaws or the board of directors assign specific powers and duties to the chair of the board (if any), the president shall be the corporation's general manager and chief executive officer and, subject to the control of the board of directors, shall have general supervision, direction, and control over the corporation's business and its officers. The managerial powers and duties of the president shall include, but are not limited to, all the general powers and duties of management usually vested in the office of president of a corporation, and the president shall have other powers and duties as prescribed by the board of directors or the bylaws. The president shall preside at all meetings of the shareholders and in the absence of the chair of the board or if there is no chair of the board, shall also preside at meetings of the board of directors.

        Section 8. VICE PRESIDENTS. If desired, one or more vice presidents may be chosen by the board of directors in accordance with the provisions for appointing officers set forth in Section 2 of this Article V. In the absence or disability of the president, the president's duties and responsibilities shall be carried out by the highest ranking available vice president if vice presidents are ranked or, if not, by a vice president designated by the board of directors. When so acting, a vice president shall have all the powers of and be subject to all the restrictions on the president. Vice presidents of the corporation shall have such other powers and perform such other duties as prescribed from time to time by the board of directors, the bylaws, or the president (or chair of the board if there is no president).

        Section 9. SECRETARY

        (a) Minutes.

        The secretary shall keep, or cause to be kept, minutes of all of the shareholders' meetings and of all other board meetings. If the secretary is unable to be present, the secretary or the presiding officer of the meeting shall designate another person to take the minutes of the meeting.

        The secretary shall keep, or cause to be kept, at the principal executive office or such other place as designated by the board of directors, a book of minutes of all meetings and actions of the shareholders, of the board of directors, and of committees of the board. The minutes of each meeting shall state the time and place the meeting was held; whether it was regular or special; if special, how it was called or authorized; the names of directors present at board or committee meetings; the number of shares present or represented at shareholders' meetings; an accurate account of the proceedings; and when it was adjourned.

        (b) Record of Shareholders.

        The secretary shall keep, or cause to be kept at the principal executive office or at the office of the transfer agent or registrar, a record or duplicate record of shareholders. This record shall show the names of all shareholders and their addresses, the number and classes of shares held by each, the number and date of share certificates issued to each shareholder, and the number and date of cancellation of any certificates surrendered for cancellation.

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        (c) Notice of Meetings.

        The secretary shall give notice, or cause notice to be given, of all shareholders' meetings, board meetings, and meetings of committees of the board for which notice is required by statute or by the bylaws. If the secretary or other person authorized by the secretary to give notice fails to act, notice of any meeting may be given by any other officer of the corporation.

        (d) Other Duties.

        The secretary shall keep the seal of the corporation, if any, in safe custody. The secretary shall have such other powers and perform other duties as prescribed by the board of directors or by the bylaws.

        Section 10. CHIEF FINANCIAL OFFICER/TREASURER. The chief financial officer shall keep, or cause to be kept, adequate and correct books and records of accounts of the properties and business transactions of the corporation, including accounts of its assets, liabilities, receipts, disbursements, gains, losses, capital, retained earnings, and shares. The books of account shall at all reasonable times be open to inspection by any director.

        The chief financial officer shall (1) deposit corporate funds and other valuables in the corporation's name and to its credit with depositories designated by the board of directors; (2) make disbursements of corporate funds as authorized by the board; (3) render a statement of the corporation's financial condition and an account of all transactions conducted as chief financial officer whenever requested by the president or the board of directors; and (4) have other powers and perform other duties as prescribed by the board of directors or the bylaws.

        Unless the board of directors has elected a separate treasurer, the chief financial officer shall be deemed to be the treasurer for purposes of giving any reports or executing any certificates or other documents.

ARTICLE VI
INDEMNIFICATION OF DIRECTORS, OFFICERS,
EMPLOYEES, AND OTHER AGENTS

        Section 1. AGENTS, PROCEEDINGS, AND EXPENSES. For the purposes of this Article, "agent" means any person who is or was a director, officer, employee, or other agent of this corporation, or who is or was serving at the request of this corporation as a director, officer, employee, or agent of another foreign or domestic corporation, partnership, joint venture, trust or other enterprise, or who was a director, officer, employee, or agent of a foreign or domestic corporation that was a predecessor corporation of this corporation or of another enterprise at the request of such predecessor corporation; "proceeding" means any threatened, pending, or completed action or proceeding, whether civil, criminal, administrative, or investigative; and "expenses" includes, without limitation, attorney fees and any expenses of establishing a right to indemnification under Section 4 or Section 5(d) of this Article VI.

        Section 2. ACTIONS OTHER THAN BY THE CORPORATION. This corporation shall have the power to indemnify any person who was or is a party, or is threatened to be made a party, to any proceeding (other than an action by or in the right of this corporation to procure a judgment in its favor) by reason of the fact that such person is or was an agent of this corporation, against expenses, judgments, fines, settlements and other amounts actually and reasonably incurred in connection with such proceeding if that person acted in good faith and in a manner that the person reasonably believed to be in the best interests of this corporation and, in the case of a criminal proceeding, had no reasonable cause to believe the conduct of that person was unlawful. The termination of any proceeding by judgment, order, settlement, conviction, or upon a plea of nolo contendere or its equivalent shall not, of itself, create a presumption that the person did not act in good faith and in a

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manner that the person reasonably believed to be in the best interests of this corporation or that the person had reasonable cause to believe that the person's conduct was not unlawful.

        Section 3. ACTIONS BY OR IN THE RIGHT OF THE CORPORATION. This corporation shall have the power to indemnify any person who was or is a party, or is threatened to be made a party, to any threatened, pending, or completed action by or in the right of this corporation to procure a judgment in its favor by reason of the fact that such person is or was an agent of this corporation, against expenses actually and reasonably incurred by such person in connection with the defense or settlement of that action, if such person acted in good faith, in a manner such person believed to be in the best interests of this corporation and its shareholders. No indemnification shall be made under this Section 3 for the following:

        (a)  With respect to any claim, issue, or matter as to which such person has been adjudged to be liable to this corporation in the performance of such person's duty to the corporation and its shareholders, unless and only to the extent that the court in which such proceeding is or was pending shall determine on application that, in view of all the circumstances of the case, such person is fairly and reasonably entitled to indemnity for expenses and then only to the extent that the court shall determine;

        (b)  Amounts paid in settling or otherwise disposing of a pending action without court approval; or

        (c)  Expenses incurred in defending a pending action that is settled or otherwise disposed of without court approval.

        Section 4. SUCCESSFUL DEFENSE BY AGENT. To the extent that an agent of this corporation has been successful on the merits in defense of any proceeding referred to in Section 2 or 3 of this Article VI, or in defense of any claim, issue, or matter therein, the agent shall be indemnified against expenses actually and reasonably incurred by the agent in connection therewith.

        Section 5. REQUIRED APPROVAL. Except as provided in Section 4 of this Article VI, any indemnification under this Section shall be made by the corporation only if authorized in the specific case, after a determination that indemnification of the agent is proper in the circumstances because the agent has met the applicable standard of conduct set forth in Section 2 or 3 by one of the following:

        (a)  A majority vote of a quorum consisting of directors who are not parties to such proceeding;

        (b)  Independent legal counsel in a written opinion if a quorum of directors who are not parties to such a proceeding is not available;

        (c)  (i) The affirmative vote of a majority of shares of this corporation entitled to vote represented at a duly held meeting at which a quorum is present; or

              (ii) the written consent of holders of a majority of the outstanding shares entitled to vote (for purposes of this subsection 5(c), the shares owned by the person to be indemnified shall not be considered outstanding or entitled to vote thereon); or

        (d)  The court in which the proceeding is or was pending, on application made by this corporation or the agent or the attorney or other person rendering services in connection with the defense, whether or not such application by the agent, attorney, or other person is opposed by this corporation.

        Section 6. ADVANCE OF EXPENSES. Expenses incurred in defending any proceeding may be advanced by the corporation before the final disposition of such proceeding on receipt of an undertaking by or on behalf of the agent to repay such amounts if it shall be determined ultimately that the agent is not entitled to be indemnified as authorized in this Article VI.

        Section 7. OTHER CONTRACTUAL RIGHTS. The indemnification provided by this Article VI shall not be deemed exclusive of any other rights to which those seeking indemnification may be

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entitled under any bylaw, agreement, vote of shareholders or disinterested directors, or otherwise, both as to action in an official capacity and as to action in another capacity while holding such office, to the extent such additional rights to indemnification are authorized in the articles of the corporation. Nothing in this section shall affect any right to indemnification to which persons other than such directors and officers may be entitled by contract or otherwise.

        Section 8. LIMITATIONS. No indemnification or advance shall be made under this Article VI, except as provided in Section 4 or Section 5(d), in any circumstance if it appears:

        (a)  That it would be inconsistent with a provision of the articles, bylaws, a resolution of the shareholders, or an agreement in effect at the time of the accrual of the alleged cause of action asserted in the proceeding in which expenses were incurred or other amounts were paid, which prohibits or otherwise limits indemnification; or

        (b)  That it would be inconsistent with any condition expressly imposed by a court in approving settlement.

        Section 9. INSURANCE. This corporation may purchase and maintain insurance on behalf of any agent of the corporation insuring against any liability asserted against or incurred by the agent in that capacity or arising out of the agent's status as such, whether or not this corporation would have the power to indemnify the agent against that liability under the provisions of this Article VI. Notwithstanding the foregoing. If this corporation owns all or a portion of the shares of the company issuing the policy of insurance, the insuring company and/or the policy shall meet the conditions set forth in section 317(1) of the Corporations Code.

        Section 10. FIDUCIARIES OF CORPORATE EMPLOYEE BENEFIT PLAN. This Article VI does not apply to any proceeding against any trustee, investment manager, or other fiduciary of an employee benefit plan in that person's capacity as such, even though that person may also be an agent of the corporation. The corporation shall have the power to indemnify, and to purchase and maintain insurance on behalf of any such trustee, investment manager, or other fiduciary of any benefit plan for any or all of the directors, officers, and employees of the corporation or any of its subsidiary or affiliated corporations.

        Section 11. SURVIVAL OF RIGHTS. The rights provided by this Article VI shall continue for a person who has ceased to be an agent and shall inure to the benefit of the heirs, executors, and administrators of such person.

        Section 12. EFFECT OF AMENDMENT. Any amendment, repeal, or modification of this Article VI shall not adversely affect an agent's right or protection existing at the time of such amendment, repeal, or modification.

        Section 13. SETTLEMENT OF CLAIMS. The corporation shall not be liable to indemnify any agent under this Article VI for (a) any amounts paid in settlement of any action or claim effected without the corporation's written consent, which consent shall not be unreasonably withheld or (b) any judicial award, if the corporation was not given a reasonable and timely opportunity to participate, at its expense, in the defense of such action.

        Section 14. SUBROGATION. In the event of payment under this Article VI, the corporation shall be subrogated to the extent of such payment to all of the rights of recovery of the agent, who shall execute all papers required and shall do everything that may be necessary to secure such rights, including the execution of such documents as may be necessary to enable the corporation effectively to bring suit to enforce such rights.

        Section 15. NO DUPLICATION OF PAYMENTS. The corporation shall not be liable under this Article VI to make any payment in connection with any claim made against the agent to the extent the

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agent has otherwise actually received payment, whether under a policy of insurance, agreement, vote, or otherwise, of the amounts otherwise indemnifiable under this Article.

ARTICLE VII
CORPORATE RECORDS AND REPORTS

        Section 1. MAINTENANCE OF SHAREHOLDER RECORD AND INSPECTION BY SHAREHOLDERS. The corporation shall keep at its principal executive office or at the office of its transfer agent or registrar, as determined by resolution of the board of directors, a record of the names and addresses of all shareholders and the number and class of shares held by each shareholder.

        A shareholder or shareholders holding at least 5 percent in the aggregate of the outstanding voting shares of the corporation, or any director shall have the right to inspect and copy the record of shareholders' names and addresses and shareholdings during usual business hours, from time to time and in the manner provided for in Section 355 of the Civil Code of California.

        Section 2. MAINTENANCE AND INSPECTION OF BYLAWS. The corporation shall keep at its principal executive office, or if its principal executive office is not in the State of California, at its principal business office in this state, the original or a copy of the bylaws as amended to date, which shall be open to inspection by the directors and shareholders at all reasonable times during office hours, as provided in Section 1 of this Article VII. If the principal executive office of the corporation is outside the State of California and the corporation has no principal business office In this state, the secretary shall, on the written request of any shareholder, furnish to that shareholder a copy of the bylaws as amended to date.

        Section 3. MAINTENANCE AND INSPECTION OF MINUTES AND ACCOUNTING RECORDS. The minutes of proceedings of the shareholders, board of directors, and committees of the board, and the accounting books and records, shall be kept at the principal executive office of the corporation, or at such other place or plans as designated by the board of directors. The minutes shall be kept in written form, and the accounting books and records shall be kept either in written form or in a form capable of being converted into written form. The minutes and accounting books and records shall be open to inspection on the written demand of any director, shareholder or holder of a voting trust certificate at any reasonable time during usual business hours, for a purpose reasonably related to the holder's interests as a shareholder or holder of a voting trust certificate. The inspection may be made in person or by an agent or attorney, and shall include the right to copy and make extracts. These rights of inspection shall extend to the records of each subsidiary of the corporation.

        Section 4. INSPECTION BY DIRECTORS. Every director shall have the absolute right at any reasonable time to inspect all books, records, and documents of every kind and the physical properties of the corporation and each of its subsidiary corporations. This inspection by a director may be made in person or by an agent or attorney and the right of inspection includes the right to copy and make extracts of documents.

        Section 5. ANNUAL REPORT TO SHAREHOLDERS. Inasmuch as, and for as long as, there are fewer than 100 shareholders, the requirement of an annual report to shareholders referred to in section 1501 of the California Corporations Code is expressly waived. However, nothing in this provision shall be interpreted as prohibiting the board of directors from issuing annual or other periodic reports to the shareholders, as the board considers appropriate.

        Section 6. FINANCIAL STATEMENTS. The corporation shall keep a copy of each annual financial statement, quarterly or other periodic income statement, and accompanying balance sheets prepared by the corporation on file in the corporation's principal executive office for 12 months; these documents shall be exhibited at all reasonable times, or copies provided, to any shareholder on demand.

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        If no annual report for the last fiscal year has been sent to shareholders, on written request of any shareholder made more than 120 days after the close of the fiscal year the corporation shall deliver or mail to the shareholder, within 30 days after receipt of the request, a balance sheet as of the end of that fiscal year and an income statement and statement of changes in financial position for that fiscal year.

        A shareholder or shareholders holding 5 percent or more of the outstanding shares of any class of stock of the corporation may request in writing an income statement for the most recent three-month, six-month, or nine-month period (ending more than 30 days before the date of the request) of the current fiscal year, and a balance sheet of the corporation as of the end of that period. If such documents are not already prepared, the chief financial officer shall cause them to be prepared and shall deliver the documents personally or mail them to the requesting shareholders within 30 days after receipt of the request. A balance sheet, income statement, and statement of changes in financial position for the last fiscal year shall also be included, unless the corporation has sent the shareholders an annual report for the last fiscal year.

        Quarterly income statements and balance sheets referred to in this section shall be accompanied by the report, if any, of independent accountants engaged by the corporation or the certificate of an authorized corporate officer stating that the financial statements were prepared without audit from the corporation's books and records.

        Section 7. ANNUAL STATEMENT OF GENERAL INFORMATION.

        (a)  Every year, during the calendar month in which the original articles of incorporation were filed with the California Secretary of State, or during the preceding five calendar months, the corporation shall file a statement with the Secretary of State on the prescribed form, setting forth the authorized number of directors; the names and complete business or residence addresses of all incumbent directors; the names and complete business or residence addresses of the chief executive officer, the secretary, and the chief financial officer; the street address of the corporation's principal executive office or principal business office in this state; a statement of the general type of business constituting the principal business activity of the corporation; and a designation of the agent of the corporation for the purpose of service of process, all in compliance with section 1502 of the Corporations Code of California.

        (b)  Notwithstanding the provisions of paragraph (a) of this section, if there has been no change in the information in the corporation's last annual statement on file in the Secretary of State's office, the corporation may, in lieu of filing the annual statement described in paragraph (a) of this section, advise the Secretary of State, on the appropriate form, that no changes in the required information have occurred during the applicable period.

ARTICLE VIII
GENERAL CORPORATE MATTERS

        Section 1. AUTHORIZED SIGNATORIES FOR CHECKS. All checks, drafts, other orders for payment of money, notes, or other evidences of indebtedness issued in the name of or payable to the corporation shall be signed or endorsed by such person or persons and in such manner authorized from time to time by resolution of the board of directors.

        Section 2. EXECUTING CORPORATE CONTRACTS AND INSTRUMENTS. Except as otherwise provided in the articles or in these bylaws, the board of directors by resolution may authorize any officer, officers, agent, or agents to enter into any contract or to execute any instrument in the name of and on behalf of the corporation. This authority may be general or it may be confined to one or more specific matters. No officer, agent, employee, or other person purporting to act on behalf of the corporation shall have any power or authority to bind the corporation in any way, to pledge the

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corporation's credit, or to render the corporation liable for any purpose or in any amount, unless that person was acting with authority duly granted by the board of directors as provided in these bylaws, or unless an unauthorized act was later ratified by the corporation.

        Section 3. CERTIFICATES FOR SHARES. A certificate or certificates for shares of the capital stock of the corporation shall be issued to each shareholder when any of the shares are fully paid.

        In addition to certificates for fully paid shares, the board of directors may authorize the issuance of certificates for shares that are partly paid and subject to call for the remainder of the purchase price, provided that the certificates representing partly paid shares shall state the total amount of the consideration to be paid for the shares and the amount actually paid.

        All certificates shall certify the number of shares and the class or series of shares represented by the certificate. All certificates shall be signed in the name of the corporation by (1) either the chair of the board of directors, the vice chair of the board of directors, the president, or any vice president, and (2) either the chief financial officer, any assistant treasurer, the secretary, or any assistant secretary.

        Any of the signatures on the certificate may be facsimile. If any officer, transfer, agent, or registrar who has signed or whose facsimile signature has been placed on a certificate shall have ceased to be that officer, transfer agent, or registrar before that certificate is issued, the certificate may be issued by the corporation with the same effect as if that person were an officer, transfer agent, or registrar at the date of issue.

        Section 4. LOST CERTIFICATES. Except as provided in this Section 4, no new certificates for shares shall be issued to replace old certificates unless the old certificate is surrendered to the corporation for cancellation at the same time. If share certificates or certificates for any other security have been lost, stolen, or destroyed, the board of directors may authorize the issuance of replacement certificates on terms and conditions as required by the board, which may include a requirement that the owner give the corporation a bond (or other adequate security) sufficient to indemnify the corporation against any claim that may be made against it (including any expense or liability) on account of the alleged loss, theft or destruction of the old certificate or the issuance of the replacement certificate. Any person claiming a certificate of stock to be lost or destroyed shall make an affidavit or affirmation of that fact and advertise the same in such manner as the Board of Directors may require.

        Section 5. SHARES OF OTHER CORPORATIONS: HOW VOTED. Shares of other corporations standing in the name of this corporation shall be voted by one of the following persons, listed in order of preference:

        (1) chair of the board, or person designated by the chair of the board; (2) president, or person designated by the president; (3) first vice president, or person designated by the first vice president, (4) other person designated by the board of directors.

        The authority to vote shares granted by this section includes the authority to execute a proxy in the name of the corporation for purposes of voting the shares.

        Section 6.TRANSFER ON THE BOOKS.

        Upon surrender to the secretary or transfer agent of the corporation of a certificate for shares duly endorsed or accompanied by proper evidence of succession, assignment or authority to transfer, it shall be the duty of the corporation to issue a new certificate to the person entitled thereto, cancel the old certificate and record the transaction upon its books.

        Section 7. TRANSFER AGENTS AND REGISTRARS

        The Board of Directors may appoint one or more transfer agents or transfer clerks, and one or more registrants, which shall be an incorporated bank or trust company, either domestic or foreign,

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who shall be appointed at such times and places as the requirements of the corporation may necessitate and the Board of Directors may designate.

        Section 8. CLOSING STOCK TRANSFER BOOKS.

        The Board of Directors may close the transfer books in their discretion for a period not exceeding thirty days preceding any meeting, annual or special, of the shareholders, or the day appointed for the payment of a dividend.

ARTICLE IX
AMENDMENTS

        Section 1. AMENDMENT BY BOARD OF DIRECTORS OR SHAREHOLDERS. Except as otherwise required by law or by the articles of incorporation, these bylaws may be amended or repealed, and new bylaws may be adopted, by the board of directors or by the holders of a majority of the outstanding shares entitled to vote. The shareholders reserve the right to evoke the delegation of authority of the directors to amend or repeal the bylaws at any time.

        Notwithstanding the first sentence of this section, any amendment, repeal, or adoption of a bylaw by action of the board of directors on any of the following matters shall be ineffective unless and until it is approved by a majority of the outstanding shares entitled to vote: the power to change the authorized number of directors.

        Section 2. RECORD OF AMENDMENTS. Whenever an amendment or new by-law is adopted, it shall be copied in the book of by-laws with the original by-laws, in the appropriate place. If any by-law is repealed, the fact of repeal with the date of the meeting at which the repeal was enacted or written assent was filed shall be stated in said book.

        KNOW ALL MEN BY THESE PRESENTS:

        That we, the undersigned, being all of the persons appointed to act as the Board of Directors of Morgan Edwards Theatre Corporation hereby assent to the foregoing amended and restated bylaws, and adopt them as the bylaws of this corporation.

        IN WITNESS WHEREOF, we have hereunto set our hands this 30th day of March, 1999.

/s/  W. JAMES EDWARDS, III W. James Edwards, III

/s/  BERNICE E. EDWARDS Bernice E. Edwards

/s/  JOAN EDWARDS RANDOLPH Joan Edwards Randolph

/s/  CAROLE ANN RUOFF Carole Ann Ruoff

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        THIS IS TO CERTIFY:

        That I am the duly elected, qualified and acting Secretary of Morgan Edwards Theatre Corporation, and that the above and foregoing amended and restated bylaws were adopted as the bylaws of said corporation on the 30th day of March, 1999, by the persons appointed to act as the directors of this corporation.

        IN WITNESS WHEREOF, I have hereunto set my hand this 30th day of March, 1999.

/s/  MARCELLA SHELDON Marcella Sheldon, Secretary

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Exhibit 3.40

EX-3.41

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Exhibit 3.41

CERTIFICATE OF AMENDMENT
TO ARTICLES OF INCORPORATION

The undersigned certify that:

        1.    They are the president and the secretary, respectively, of UNITED CINEMA CORPORATION, a California corporation.

        2.    The language of Article Fifth of the Articles of Incorporation which now reads: "That the number of directors of this corporation shall be not less than three (3) nor more than five (5)" is hereby amended to read: "That the number of directors of this corporation shall be not less than four (4) nor more than seven (7)."

        3.    The foregoing amendment of Articles of Incorporation as been duly approved by the Board of Directors.

        4.    The foregoing Amendment to Articles of Incorporation has been duly approved by the required vote of shareholders in accordance with Section 902 of the Corporations Code. The total number of outstanding shares of the corporation is 50. The number of shares voting in favor of the amendment equaled or exceeded the vote required. The percentage vote required was more than 50%.

        We further declare under penalty of perjury under the laws of the State of California that the matters set forth in this certificate are true and correct of our own knowledge.

Dated September 25, 2001	/s/  STEPHEN V. COFFEY Stephen V. Coffey, President
	/s/  LISA FARRINGTON Lisa Farrington, Secretary

CERTIFICATE OF AMENDMENT
OF
ARTICLES OF INCORPORATION

The undersigned certify that:

1.

They are the president and the secretary, respectively, of UNITED CINEMA CORPORATION, a California corporation.

2.

The language of Article Fifth of the Articles of Incorporation which now reads: "That the said Board of Directors shall consist of but three members" is hereby amended to read: "That the number of directors of this corporation shall be not less than three (3) nor more than five (5)."

4.

The foregoing amendment of Articles of Incorporation has been duly approved by the Board of Directors.

5.

The foregoing amendment of Articles of Incorporation has been duly approved by the required vote of shareholders in accordance with Section 902 of the Corporations Code. The total number of outstanding shares of the corporation is 50. The number of shares voting in favor of the amendment equaled or exceeded the vote required. The percentage vote required was more than 50%.

We further declare under penalty of perjury under the laws of the State of California that the matters set forth in this certificate are true and correct of our own knowledge.

Date: 6/11/99	/s/  JAMES EDWARDS, III James Edwards, III, President
	/s/  MARCELLA SHELDON Marcella Sheldon, Secretary

ARTICLES OF INCORPORATION
of
UNITED CINEMA CORPORATION

KNOW ALL MEN BY THESE PRESENTS:

        That we, the undersigned James Edwards, Jr., Bernice Edwards, and James Graff, have this day voluntarily associated ourselves together for the purpose of forming a corporation under the laws of the State of California.

        And we do hereby certify:

        First: That the name of this corporation is:

UNITED CINEMA CORPORATION

        Second: That the purposes for which this corporation is formed are the following:

        (a)  To conduct and/or engage in the business of owning, leasing or operating places of public amusement, particularly talking picture theatres, vaudeville theatres and theatres at which other forms of entertainment are offered.

        (b)  To carry on any other business whatsoever which this corporation may deem proper or convenient in connection with the principal purpose for which it is organized.

        (c)  To purchase, lease from others and otherwise acquire, sell, convey, transfer, lease to others, and otherwise dispose of, mortgage, or otherwise encumber real or personal property.

        (d)  To acquire, hold, and sell the shares of other corporations, and negotiate for the sale, hypothecation or disposal of the same; to borrow and loan money in connection with any of the purposes for which this corporation is formed, with or without security therefor; to execute notes, bonds and all other obligations for money borrowed, property purchased, or otherwise acquired by this corporation, or any lawful purpose and to secure the payment of the principal and interest of said notes, bonds, or other obligations by mortgage, pledge, hypothecation, deed of trust, or otherwise of any or all property owned or which may be acquired by this corporation.

        Third: The county in the State of California where the principal office for the transaction of business of this corporation is to be located is Los Angeles County.

        Fourth: This corporation is authorized to issue only one class of shares of stock; the total number of said shares shall be two hundred fifty; the aggregate par value of all said shares shall be Twenty-five Thousand Dollars ($25,000.00); and the par value of each of said shares shall be One Hundred Dollars ($100.00).

        Fifth: The names and addresses of the persons who are hereby appointed to act as the first directors of this corporation are:

Name	Address
James Edwards, Jr.	Alhambra, California
Bernice Edwards	Alhambra, California
James Graff	Los Angeles, California

        That the said Board of Directors shall consist of but three members.

        IN WITNESS WHEREOF, we have hereunto subscribed our names this 29th day of March, 1944.

/s/  JAMES EDWARDS, JR. James Edwards, Jr.

/s/  BERNICE EDWARDS Bernice Edwards

/s/  JAMES GRAFF James Graff

STATE OF CALIFORNIA,	)
	)	ss.
COUNTY OF LOS ANGELES.	)

        On this 29th day of March, 1944, before me, V.A. Morgan, a Notary Public in and for said County and State, residing therein, duly commissioned and sworn, personally appeared, James Edwards, Jr., Bernice Edwards, and James Graff, known to me to be the persons whose names are subscribed in the foregoing Articles of Incorporation and acknowledged to me that they executed the same.

WITNESS MY HAND AND OFFICIAL SEAL.

V. A. MORGAN /s/ V. A. MORGAN Notary Public in and for the County of
Los Angeles, State of California

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EX-3.42

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Exhibit 3.42

AMENDED AND RESTATED BYLAWS
OF
UNITED CINEMA CORPORATION
a California Corporation

ARTICLE I
OFFICES

        Section 1. PRINCIPAL EXECUTIVE OR BUSINESS OFFICES. The board of directors shall fix the location of the principal executive office of the corporation at any place within or outside the State of California. If the principal executive office is located outside California and the corporation has one or more business offices in California, the board shall fix and designate a principal business office in California.

        Section 2. OTHER OFFICES. Branch or subordinate offices may be established at any time and at any place by the Board of Directors.

ARTICLE II
MEETINGS OF SHAREHOLDERS

        Section 1. PLACE OF MEETINGS. Meetings of shareholders shall be held at the corporation's principal executive office in the State of California, as may be designated from time to time by the Board of Directors.

        Section 2. ANNUAL MEETING. The annual meeting of shareholders shall be held each year on a date and at a time designated by the board of directors. At each annual meeting, a Board of Directors shall be elected by plurality of shareholder vote and any other proper business within the power of the shareholders may be transacted.

        Section 3. SPECIAL MEETING. A special meeting of the shareholders may be called at any time by the board of directors, by the chair of the board, by the president or vice president, or by one or more shareholders holding shares that in the aggregate are entitled to cast not less than one-fifth (¹/5th) of the voting power of the corporation.

        Section 4. NOTICE OF SHAREHOLDERS' MEETINGS. All notices of meetings of shareholders shall be given in writing to shareholders entitled to vote by the Secretary or the Assistant Secretary, or if there be no such officer, or in case of his neglect or refusal, by any director or shareholder. Such notices shall be sent or otherwise given in accordance with Section 5 of this Article II, not fewer than 7 nor more than 60 days before the date of the meeting. The notice shall specify the place, date, and hour of the meeting, and (i) in the case of a special meeting, the general nature of the business to be transacted, or (ii) in the case of the annual meeting, those matters that the board of directors, at the time of giving the notice, intends to present for action by the shareholders. If directors are to be elected, the notice shall include the names of all nominees whom the board intends, at the time of the notice, to present for election.

        The notice shall also state the general nature of any proposed action to be taken at the meeting to approve any of the following matters:

        (i) A transaction in which a director has a financial interest, within the meaning of §310 of the California Corporations Code;

        (ii) An amendment of the articles of incorporation under §902 of that Code:

        (iii) A reorganization under §1201 of that Code;

        (iv) A voluntary dissolution under §1900 of that Code; or

        (v) A distribution in dissolution that requires approval of the outstanding shares under §2007 of that Code.

        Section 5. MANNER OF GIVING NOTICE: AFFIDAVIT OF NOTICE.

        Notice of any shareholders' meeting shall be given either personally or by first-class mail or telegraphic or other written communication, charges prepaid, addressed to the shareholder at the address appearing on the corporation's books or given by the shareholder to the corporation for purposes of notice.

        An affidavit of the mailing, or other authorized means of giving notice or delivering a document, of any notice of shareholders' meeting, report, or other document sent to shareholders, may be executed by the corporation's secretary, assistant secretary, or transfer agent, and, if executed, shall be filed and maintained in the minute book of the corporation.

        Section 6. QUORUM. The presence in person or by proxy of the holders of a majority of the shares entitled to vote at any meeting of the shareholders shall constitute a quorum for the transaction of business, except as otherwise provided by law, by the articles of incorporation, or by these By-Laws. If, however, such majority shall not be present or represented at any meeting of the shareholders, the shareholders entitled to vote at that meeting, present in person, or by proxy, shall have the power to adjourn the meeting from time to time, until the requisite amount of the voting shares shall be present.

        Section 7. ADJOURNED MEETING; NOTICE. Any shareholders' meeting, annual or special, whether or not a quorum is present, may be adjourned from time to time by the vote of the majority of the shares represented at that meeting, either in person or by proxy.

        When any meeting of shareholders, either annual or special, is adjourned to another time or place, notice of the adjourned meeting need not be given if the time and place are announced at the meeting at which the adjournment is taken, unless a new record date for the adjourned meeting is fixed, or unless the adjournment is for more than 30 days from the date set for the original meeting, in which case the board of directors shall set a new record date. Notice of any such adjourned meeting, if required, shall be given to each shareholder of record entitled to vote at the adjourned meeting, in accordance with Sections 4 and 5 of this Article II. At any adjourned meeting, the corporation may transact any business that might have been transacted at the original meeting.

        Section 8. VOTING. The shareholders entitled to vote at any meeting of shareholders shall be determined in accordance with the provisions of sections 702 through 704 of the California Corporations Code relating to voting shares held by a fiduciary, in the name of a corporation, or in joint ownership). The shareholders' vote may be by voice vote or by ballot, provided, however, that any election for directors must be by ballot if demanded by any shareholder before the voting has begun. If a quorum is present (or if a quorum has been present earlier at the meeting but some shareholders have withdrawn), the affirmative vote of a majority of the shares represented and voting, provided such shares voting affirmatively also constitute a majority of the number of shares required for a quorum, shall be the act of the shareholders unless the vote of a greater number or voting by classes is required by law or by the articles of incorporation.

        At a shareholders' meeting at which directors are to be elected, no shareholder shall be entitled to cumulate votes (i.e., cast for any candidate a number of votes greater than the number of votes which that shareholder normally would be entitled to cast), unless the candidates' names have been placed in nomination before commencement of the voting and a shareholder has given notice at the meeting, before the voting has begun, of the shareholder's intention to cumulate votes. If any shareholder has given such a notice, then all shareholders entitled to vote may cumulate their votes for candidates in nomination, and may give one candidate a number of votes equal to the number of directors to be elected multiplied by the number of votes to which that shareholder's shares are normally entitled, or distribute the shareholder's votes on the same principle among any or all of the candidates, as the shareholder thinks fit. The candidates receiving the highest number of votes, up to the number of directors to be elected, shall be elected.

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        Section 9. CONSENT TO SHAREHOLDERS' MEETINGS. The transactions of any meeting of shareholders, however called and notice, shall be valid as though had at a meeting duly held after regular call and notice, if a quorum be present either in person or by proxy, and, if either before or after the meeting, each of the shareholders entitled to vote, not present in person or by proxy, signs a written waiver of notice, or a consent to the holding of such meeting, or an approval of the minutes thereof, provided that any written waiver or consent shall state the general natures of any action taken or proposed to be taken at the meeting where the action relates to any of the five matters specified in Section 4 of this Article II. All such waivers, consents or approvals shall be filed with the corporate records or made a part of the minutes of the meeting.

        Section 10. SHAREHOLDER ACTION BY WRITTEN CONSENT WITHOUT A MEETING. Any action that could be taken at an annual or special meeting of shareholders may be taken without a meeting and without prior notice, if a consent in writing, setting forth the action so taken, is signed by the holders of outstanding shares having not less than the minimum number of votes that would be necessary to authorize or take that action at a meeting at which all shares entitled to vote on that action were present and voted.

        Directors may be elected by written consent of the shareholders without a meeting only if the written consents of all outstanding shares entitled to vote are obtained, except that vacancies on the board (other than vacancies created by removal) not filled by the board may be filled by the written consent of the holders of a majority of the outstanding shares entitled to vote.

        All consents shall be filed with the secretary of the corporation and shall be maintained in the corporate records. Any shareholder or other authorized person who has given a written consent may revoke it by a writing received by the secretary of the corporation before written consents of the number of shares required to authorize the proposed action have been filed with the secretary.

        Unless the consents of all shareholders entitled to vote have been solicited in writing, prompt notice shall be given of any corporate action approved by shareholders without a meeting by less than unanimous consent, to those shareholders entitled to vote who have not consented in writing. As to approvals required by California Corporations Code section 310 (transactions in which a director has a financial interest), section 317 (indemnification of corporate agents), section 1201 (corporate reorganization), or section 2007 (certain distributions on dissolution), notice of the approval shall be given at least ten days before the consummation of any action authorized by the approval. Notice shall be given in the manner specified in Section 5 of this Article II.

ARTICLE III
DIRECTORS; MANAGEMENT

        Section 1. POWERS. Subject to the provisions of the California General Corporation Law and any limitations in the articles of incorporation and these bylaws relating to action required to be approved by the shareholders or by the outstanding shares, the business and affairs of the corporation shall be managed and all corporate powers shall be exercised by or under the direction of the board of directors.

        Without prejudice to these general powers, and subject to the same limitations, the board of directors shall have the power to:

        (a)  Select and remove all officers, agents, and employees of the corporation; prescribe any powers and duties for them that are consistent with law, with the articles of incorporation, and with these bylaws; fix their compensation; and require from them security for faithful service.

        (b)  Change the principal executive office or the principal business office in the State of California from one location to another; cause the corporation to be qualified to do business in any other state, territory, dependency, or country and conduct business within or outside the State of California; and

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designate any place within or outside the State of California for holding any shareholders' meeting or meetings, including annual meetings.

        (c)  Adopt, make, and use a corporate seal; prescribe the forms of certificates of stock; and alter the form of the seal and certificates.

        (d)  Authorize the issuance of shares of stock of the corporation on any lawful terms, in consideration of money paid, labor done, services actually rendered, debts or securities canceled, or tangible or intangible property actually received.

        (e)  Borrow money and incur indebtedness on behalf of the corporation, and cause to be executed and delivered for the corporation's purposes, in the corporate name, promissory notes, bonds, debentures, deeds of trust, mortgages, pledges, hypothecations, and other evidences of debt and securities.

        Section 2. NUMBER OF DIRECTORS. The authorized number of directors shall be not less than three, from time to time specified by the Articles of Incorporation or amendments thereto, or fixed or changed by the shareholders by amendments to these By-Laws adopted by the vote or written consent of a majority of the outstanding shares entitled to vote. However, an amendment that would reduce the authorized number of directors to a number fewer than five cannot be adopted if the votes cast against its adoption at a shareholders' meeting or the shares not consenting to an action by written consent are equal to more than one-sixth (16²/3%) of the outstanding shares entitled to vote.

        Section 3. QUALIFICATION.

        The directors need not be shareholders of the corporation.

        Section 4. ELECTION AND TERM OF OFFICE OF DIRECTORS. Directors shall be elected at each annual meeting of the shareholders to hold office until the next annual meeting. Each director, including a director elected to fill a vacancy, shall hold office until the expiration of the term for which elected and until a successor has been elected and qualified.

        No reduction of the authorized number of directors shall have the effect of removing any director before that director's term of office expires.

        Section 5. SPECIAL MEETINGS. Special meetings of the board of directors may be called for any purpose or purposes at any time by the chair of the board, the president, any vice president, the secretary, or any two directors.

        Special meetings shall be held on four days' notice by mail or forty-eight hours' notice delivered personally or by telephone (including a voice messaging system or other system or technology designed to record and communicate messages), telegraph, facsimile, electronic mail, or other electronic means. Oral notice given personally or by telephone, or written notice given by electronic mail or facsimile, may be transmitted either to the director or to a person at the director's office who can reasonably be expected to communicate it promptly to the director. Written notice, if used, shall be addressed to each director at the address shown on the corporation's records. The notice need not specify the purpose of the meeting, nor need it specify the place if the meeting is to be held at the principal executive office of the corporation.

        Section 6. PLACE OF MEETINGS; TELEPHONE MEETINGS. Regular meetings of the board of directors may be held at any place within or outside the State of California as designated from time to time by the board. In the absence of a designation, regular meetings shall be held at the principal executive office of the corporation. Special meetings of the board shall be held at any place within or outside the State of California designated in the notice of the meeting, or if the notice does not state a place, or if there is no notice, at the principal executive office of the corporation. Any meeting, regular

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or special, may be held by conference telephone or similar communication equipment, provided that all directors participating can hear one another.

        Section 7. ANNUAL DIRECTORS' MEETING. Immediately after each annual shareholders' meeting, the board of directors shall hold a regular meeting at the same place, or at any other place that has been designated by the board of directors, to consider matters of organization, election of officers, and other business as desired. Notice of this meeting shall not be required unless some place other than the place of the annual shareholders' meeting has been designated.

        Section 8. OTHER REGULAR MEETINGS. Other regular meetings of the board of directors shall be held without call at times to be fixed by the board of directors from time to time. Such regular meetings may be held without notice.

        Section 9. QUORUM. A majority of the authorized number of directors as fixed by the Articles of Incorporation or By-Laws shall be necessary to constitute a quorum for the transaction of business, (except to adjourn as provided in Section 10 of this Article III), and the action of a majority of the Directors present at any meeting at which there is a quorum, when duly assembled, is valid as a corporate act; provided that a minority of the Directors, in the absence of a quorum, may adjourn from time to time, but may not transact any business. A meeting at which a quorum is initially present may continue to transact business, despite the withdrawal of directors, if any action taken is approved by at least a majority of the required quorum for that meeting.

        Section 10. WAIVER OF NOTICE. Notice of a meeting, although otherwise required, need not be given to any director who (i) either before or after the meeting signs a waiver of notice or a consent to holding the meeting without being given notice; (ii) signs an approval of the minutes of the meeting; or (iii) attends the meeting without protesting the lack of notice before or at the beginning of the meeting. Waivers of notice or consents need not specify the purpose of the meeting. All waivers, consents, and approvals of the minutes shall be filed with the corporate records or made a part of the minutes of the meeting.

        Section 11. ADJOURNMENT TO ANOTHER TIME OR PLACE. Whether or not a quorum is present, a majority of the directors present may adjourn any meeting to another time or place.

        Section 12. NOTICE OF ADJOURNED MEETING. Notice of the time and place of resuming a meeting that has been adjourned need not be given unless the adjournment is for more than 24 hours, in which case notice shall be given, before the time set for resuming the adjourned meeting, to the directors who were not present at the time of the adjournment. Notice need not be given in any case to directors who were present at the time of adjournment.

        Section 13. ACTION WITHOUT A MEETING. Any action required or permitted to be taken by the board of directors may be taken without a meeting, if all members of the board of directors individually or collectively consent in writing to that action. Any action by written consent shall have the same force and effect as a unanimous vote of the board of directors. All written consents shall be filed with the minutes of the proceedings of the board of directors.

        Section 14. SOLE DIRECTOR PROVIDED BY ARTICLES OF INCORPORATION OR BY-LAWS. In the event only one (1) Director is required by the By-Laws or Articles of Incorporation, then any reference herein to notices, waivers, consents, meetings or other actions by a majority or quorum of the Directors shall be deemed to refer to such notice, waiver, etc., by such sole Director, who shall have all the rights and duties and shall be entitled to exercise all of the powers and shall assume all of the responsibilities otherwise herein described as given to a Board of Directors.

        Section 15. FEES AND COMPENSATION OF DIRECTORS. Directors and members of committees of the board may be compensated for their services, and shall be reimbursed for expenses, as fixed or determined by resolution of the board of directors. This section shall not be construed to

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preclude any director from serving the corporation in any other capacity, as an officer, agent, employee, or otherwise, and receiving compensation for those services.

        Section 16. ADVISORY DIRECTORS. The Board of Directors from time to time may elect one or more persons to be Advisory Directors who shall not by such appointment be members of the Board of Directors. Advisory Directors shall be available from time to time to perform special assignments specified by the President, to attend meetings of the Board of Directors upon invitation and to furnish consultation to the Board. The period during which the title shall be held may be prescribed by the Board of Directors. If no period is prescribed, the title shall be held at the pleasure of the Board.

        Section 17. RESIGNATIONS. Any Director may resign effective upon giving written notice to the Chairman of the Board, the President, the Secretary or the Board of Directors of the corporation, unless the notice specifies a later time for the effectiveness of such resignation. If the resignation is effective at a future time, a successor may be elected to take office when the resignation becomes effective.

ARTICLE IV
COMMITTEES

        Section 1. COMMITTEES OF THE BOARD. The board of directors may, by resolution adopted by a majority of the authorized number of directors, designate one or more committees as may be necessary from time to time, each consisting of such number of its members and with such powers as it may designate, and consistent with the Articles of Incorporation and By-Laws and the General Corporation Laws of the State of California. Such committees shall hold office at the pleasure of the board. The board may designate one or more directors as alternate members of any committee, to replace any absent member at a committee meeting. The appointment of committee members or alternate members requires the vote of a majority of the authorized number of directors. A committee may be granted any or all of the powers and authority of the board, to the extent provided in the resolution of the board of directors establishing the committee, except with respect to:

        (a)  Approving any action for which the California Corporations Code also requires the approval of the shareholders or of the outstanding shares;

        (b)  Filling vacancies on the board of directors or any committee of the board;

        (c)  Fixing directors' compensation for serving on the board or a committee of the board;

        (d)  Adopting, amending, or repealing bylaws;

        (e)  Amending or repealing any resolution of the board of directors that by its express terms is not so amendable or repealable;

        (f)    Making distributions to shareholders, except at a rate or in a periodic amount or within a price range determined by the board of directors; or

        (g)  Appointing other committees of the board or their members.

        Section 2. MEETINGS AND ACTION OF COMMITTEES. Meetings and action of committees shall be governed by, and held and taken in accordance with, bylaw provisions applicable to meetings and actions of the board of directors, as provided in Section 5 and Sections 7 through 13 of Article III of these bylaws, as to the following matters: place of meetings, regular meetings, special meetings and notice, quorum, waiver of notice, adjournment, notice of adjournment, and action without meeting, with such changes in the context of those bylaws as are necessary to substitute the committee and its members for the board of directors and its members, except that (a) the time of regular meetings of committees may be determined either by resolution of the board of directors or by resolution of the committee; (b) special meetings of committees may also be called by resolution of the board of

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directors; and (c) notice of special meetings of committees shall also be given to all alternative members who shall have the right to attend all meetings of the committee. The board of directors may adopt rules for the governance of any committee not inconsistent with these bylaws.

ARTICLE V
OFFICERS

        Section 1. OFFICERS. The officers of the corporation shall be a president, a vice president, a secretary, and a chief financial officer or treasurer. The corporation may also have, at the discretion of the board of directors, a chair of the board, one or more vice presidents, one or more assistant secretaries, one or more assistant treasurers, and such other officers as may be appointed in accordance with Section 3 of this Article V. Any assistant secretary or assistant treasurer, respectively, may exercise any of the powers of secretary or treasurer, respectively, as provided in these by-laws or as directed by the Board of Directors, and shall perform such other duties as are imposed upon them by the by-laws or the Board of Directors. Any number of offices may be held by the same person.

        Section 2. APPOINTMENT OF OFFICERS. The officers of the corporation, except for subordinate officers appointed in accordance with Section 3 of this Article V, shall be appointed by the board of directors, and shall serve at the pleasure of the board of directors.

        Section 3. SUBORDINATE OFFICERS. The board of directors may appoint, and may empower the president to appoint other officers as required by the business of the corporation, whose duties shall be as provided in the bylaws, or as determined from time to time by the board of directors or the president.

        Section 4. REMOVAL AND RESIGNATION OF OFFICERS. Any officer chosen by the board of directors may be removed at any time, with or without cause or notice, by a majority vote of the board of directors at any regular meeting or special meeting of the Board of Directors. Subordinate officers appointed by persons other than the board under Section 3 of this Article V may be removed at any time, with or without cause or notice, by the board of directors or by the officer by whom appointed. Officers may be employed for a specified term under a contract of employment if authorized by the board of directors; such officers may be removed from office at any time under this section, and shall have no claim against the corporation or individual officers or board members because of the removal except any right to monetary compensation to which the officer may be entitled under the contract of employment.

        Any officer may resign at any time by giving written notice to the corporation. Resignations shall take effect on the date of receipt of the notice, unless a later time is specified in the notice. Unless otherwise specified in the notice, acceptance of the resignation is not necessary to make it effective. Any resignation is without prejudice to the rights, if any, of the corporation to monetary damages under any contract of employment to which the officer is a party.

        Section 5. VACANCIES IN OFFICES. A vacancy in any office resulting from an officer's death, resignation, removal, disqualification, or from any other cause shall be filled in the manner prescribed in these bylaws for regular election or appointment to that office.

        Section 6. CHAIR OF THE BOARD. The board of directors may elect a chair, who shall preside, if present, at board meetings and shall exercise and perform such other powers and duties as may be assigned from time to time by the board of directors. If there is no president, the chair of the board shall in addition be the chief executive officer of the corporation, and shall have the powers and duties as set forth in Section 7 of this Article V.

        Section 7. PRESIDENT. Except to the extent that the bylaws or the board of directors assign specific powers and duties to the chair of the board (if any), the president shall be the corporation's general manager and chief executive officer and, subject to the control of the board of directors, shall

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have general supervision, direction, and control over the corporation's business and its officers. The managerial powers and duties of the president shall include, but are not limited to, all the general powers and duties of management usually vested in the office of president of a corporation, and the president shall have other powers and duties as prescribed by the board of directors or the bylaws. The president shall preside at all meetings of the shareholders and, in the absence of the chair of the board or if there is no chair of the board, shall also preside at meetings of the board of directors.

        Section 8. VICE PRESIDENTS. If desired, one or more vice presidents may be chosen by the board of directors in accordance with the provisions for appointing officers set forth in Section 2 of this Article V. In the absence or disability of the president, the president's duties and responsibilities shall be carried out by the highest ranking available vice president if vice presidents are ranked or, if not, by a vice president designated by the board of directors. When so acting, a vice president shall have all the powers of and be subject to all the restrictions on the president. Vice presidents of the corporation shall have such other powers and perform such other duties as prescribed from time to time by the board of directors, the bylaws, or the president (or chair of the board if there is no president).

        Section 9. SECRETARY

        (a) Minutes.

        The secretary shall keep, or cause to be kept, minutes of all of the shareholders' meetings and of all other board meetings. If the secretary is unable to be present, the secretary or the presiding officer of the meeting shall designate another person to take the minutes of the meeting.

        The secretary shall keep, or cause to be kept, at the principal executive office or such other place as designated by the board of directors, a book of minutes of all meetings and actions of the shareholders, of the board of directors, and of committees of the board. The minutes of each meeting shall state the time and place the meeting was held; whether it was regular or special; if special, how it was called or authorized; the names of directors present at board or committee meetings; the number of shares present or represented at shareholders' meetings; an accurate account of the proceedings; and when it was adjourned.

        (b) Record of Shareholders.

        The secretary shall keep, or cause to be kept, at the principal executive office or at the office of the transfer agent or registrar, a record or duplicate record of shareholders. This record shall show the names of all shareholders and their addresses, the number and classes of shares held by each, the number and date of share certificates issued to each shareholder, and the number and date of cancellation of any certificates surrendered for cancellation.

        (c) Notice of Meetings.

        The secretary shall give notice, or cause notice to be given, of all shareholders' meetings, board meetings, and meetings of committees of the board for which notice is required by statute or by the bylaws. If the secretary or other person authorized by the secretary to give notice fails to act, notice of any meeting may be given by any other officer of the corporation.

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        (d) Other Duties.

        The secretary shall keep the seal of the corporation, if any, in safe custody. The secretary shall have such other powers and perform other duties as prescribed by the board of directors or by the bylaws.

        Section 10. CHIEF FINANCIAL OFFICER/TREASURER. The chief financial officer shall keep, or cause to be kept, adequate and correct books and records of accounts of the properties and business transactions of the corporation, including accounts of its assets, liabilities, receipts, disbursements, gains, losses, capital, retained earnings, and shares. The books of account shall at all reasonable times be open to inspection by any director.

        The chief financial officer shall (1) deposit corporate funds and other valuables in the corporation's name and to its credit with depositories designated by the board of directors; (2) make disbursements of corporate funds as authorized by the board; (3) render a statement of the corporation's financial condition and an account of all transactions conducted as chief financial officer whenever requested by the president or the board of directors; and (4) have other powers and perform other duties as prescribed by the board of directors or the bylaws.

        Unless the board of directors has elected a separate treasurer, the chief financial officer shall be deemed to be the treasurer for purposes of giving any reports or executing any certificates or other documents.

ARTICLE VI
INDEMNIFICATION OF DIRECTORS, OFFICERS,
EMPLOYEES, AND OTHER AGENTS

        Section 1. AGENTS, PROCEEDINGS, AND EXPENSES. For the purposes of this Article, "agent" means any person who is or was a director, officer, employee, or other agent of this corporation, or who is or was serving at the request of this corporation as a director, officer, employee, or agent of another foreign or domestic corporation, partnership, joint venture, trust or other enterprise, or who was a director, officer, employee, or agent of a foreign or domestic corporation that was a predecessor corporation of this corporation or of another enterprise at the request of such predecessor corporation; "proceeding" means any threatened, pending, or completed action or proceeding, whether civil, criminal, administrative, or investigative; and "expenses" includes, without limitation, attorney fees and any expenses of establishing a right to indemnification under Section 4 or Section 5(d) of this Article VI.

        Section 2. ACTIONS OTHER THAN BY THE CORPORATION. This corporation shall have the power to indemnify any person who was or is a party, or is threatened to be made a party, to any proceeding (other than an action by or in the right of this corporation to procure a judgment in its favor) by reason of the fact that such person is or was an agent of this corporation, against expenses, judgments, fines, settlements, and other amounts actually and reasonably incurred in connection with such proceeding if that person acted in good faith and in a manner that the person reasonably believed to be in the best interests of this corporation and, in the case of a criminal proceeding, had no reasonable cause to believe the conduct of that person was unlawful. The termination of any proceeding by judgment, order, settlement, conviction, or upon a plea of nolo contendere or its equivalent shall not, of itself, create a presumption that the person did not act in good faith and in a manner that the person reasonably believed to be in the best interests of this corporation or that the person had reasonable cause to believe that the person's conduct was not unlawful.

        Section 3. ACTIONS BY OR IN THE RIGHT OF THE CORPORATION. This corporation shall have the power to indemnify any person who was or is a party, or is threatened to be made a party, to any threatened, pending, or completed action by or in the right of this corporation to procure a

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judgment in its favor by reason of the fact that such person is or was an agent of this corporation, against expenses actually and reasonably incurred by such person in connection with the defense or settlement of that action, if such person acted in good faith, in a manner such person believed to be in the best interests of this corporation and its shareholders. No indemnification shall be made under this Section 3 for the following:

        (a)  With respect to any claim, issue, or matter as to which such person has been adjudged to be liable to this corporation in the performance of such person's duty to the corporation and its shareholders, unless and only to the extent that the court in which such proceeding is or was pending shall determine on application that, in view of all the circumstances of the case, such person is fairly and reasonably entitled to indemnity for expenses and then only to the extent that the court shall determine;

        (b)  Amounts paid in settling or otherwise disposing of a pending action without court approval; or

        (c)  Expenses incurred in defending a pending action that is settled or otherwise disposed of without court approval.

        Section 4. SUCCESSFUL DEFENSE BY AGENT. To the extent that an agent of this corporation has been successful on the merits in defense of any proceeding referred to in Section 2 or 3 of this Article VI, or in defense of any claim, issue, or matter therein, the agent shall be indemnified against expenses actually and reasonably incurred by the agent in connection therewith.

        Section 5. REQUIRED APPROVAL. Except as provided in Section 4 of this-Article VI, any indemnification under this Section shall be made by the corporation only if authorized in the specific case, after a determination that indemnification of the agent is proper in the circumstances because the agent has met the applicable standard of conduct set forth in Section 2 or 3 by one of the following:

        (a)  A majority vote of a quorum consisting of directors who are not parties to such proceeding;

        (b)  Independent legal counsel in a written opinion if a quorum of directors who are not parties to such a proceeding is not available;

        (c)(i)The affirmative vote of a majority of shares of this corporation entitled to vote represented at a duly held meeting at which a quorum is present; or

              (ii) the written consent of holders of a majority of the outstanding shares entitled to vote (for purposes of this subsection 5(c), the shares owned by the person to be indemnified shall not be considered outstanding or entitled to vote thereon); or

        (d)  The court in which the proceeding is or was pending, on application made by this corporation or the agent or the attorney or other person rendering services in connection with the defense, whether or not such application by the agent, attorney, or other person is opposed by this corporation.

        Section 6. ADVANCE OF EXPENSES. Expenses incurred in defending any proceeding may be advanced by the corporation before the final disposition of such proceeding on receipt of an undertaking by or on behalf of the agent to repay such amounts if it shall be determined ultimately that the agent is not entitled to be indemnified as authorized in this Article VI.

        Section 7. OTHER CONTRACTUAL RIGHTS. The indemnification provided by this Article VI shall not be deemed exclusive of any other rights to which those seeking indemnification may be entitled under any bylaw, agreement, vote of shareholders or disinterested directors, or otherwise, both as to action in an official capacity and as to action in another capacity while holding such office, to the extent such additional rights to indemnification are authorized in the articles of the corporation. Nothing in this section shall affect any right to indemnification to which persons other than such directors and officers may be entitled by contract or otherwise.

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        Section 8. LIMITATIONS. No indemnification or advance shall be made under this Article VI, except as provided in Section 4 or Section 5(d), in any circumstance if it appears:

        (a)  That it would be inconsistent with a provision of the articles, bylaws, a resolution of the shareholders, or an agreement in effect at the time of the accrual of the alleged cause of action asserted in the proceeding in which expenses were incurred or other amounts were paid, which prohibits or otherwise limits indemnification; or

        (b)  That it would be inconsistent with any condition expressly imposed by a court in approving settlement.

        Section 9. INSURANCE. This corporation may purchase and maintain insurance on behalf of any agent of the corporation insuring against any liability asserted against or incurred by the agent in that capacity or arising out of the agent's status as such, whether or not this corporation would have the power to indemnify the agent against that liability under the provisions of this Article VI. Notwithstanding the foregoing, if this corporation owns all or a portion of the shares of the company issuing the policy of insurance, the insuring company and/or the policy shall meet the conditions set forth in section 317(I) of the Corporations Code.

        Section 10. FIDUCIARIES OF CORPORATE EMPLOYEE BENEFIT PLAN. This Article VI does not apply to any proceeding against any trustee, investment manager, or other fiduciary of an employee benefit plan in that person's capacity as such, even though that person may also be an agent of the corporation. The corporation shall have the power to indemnify, and to purchase and maintain insurance on behalf of any such trustee, investment manager, or other fiduciary of any benefit plan for any or all of the directors, officers, and employees of the corporation or any of its subsidiary or affiliated corporations.

        Section 11. SURVIVAL OF RIGHTS. The rights provided by this Article VI shall continue for a person who has ceased to be an agent and shall inure to the benefit of the heirs, executors, and administrators of such person.

        Section 12. EFFECT OF AMENDMENT. Any amendment, repeal, or modification of this Article VI shall not adversely affect an agent's right or protection existing at the time of such amendment, repeal, or modification.

        Section 13. SETTLEMENT OF CLAIMS. The corporation shall not be liable to indemnify any agent under this Article VI for (a) any amounts paid in settlement of any action or claim effected without the corporation's written consent, which consent shall not be unreasonably withheld or (b) any judicial award, if the corporation was not given a reasonable and timely opportunity to participate, at its expense, in the defense of such action.

        Section 14. SUBROGATION. In the event of payment under this Article VI, the corporation shall be subrogated to the extent of such payment to all of the rights of recovery of the agent, who shall execute all papers required and shall do everything that may be necessary to secure such rights, including the execution of such documents as may be necessary to enable the corporation effectively to bring suit to enforce such rights.

        Section 15. NO DUPLICATION OF PAYMENTS. The corporation shall not be liable under this Article VI to make any payment in connection with any claim made against the agent to the extent the agent has otherwise actually received payment, whether under a policy of insurance, agreement, vote, or otherwise, of the amounts otherwise indemnifiable under this Article.

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ARTICLE VII
CORPORATE RECORDS AND REPORTS

        Section 1. MAINTENANCE OF SHAREHOLDER RECORD AND INSPECTION BY SHAREHOLDERS. The corporation shall keep at its principal executive office or at the office of its transfer agent or registrar, as determined by resolution of the board of directors, a record of the names and addresses of all shareholders and the number and class of shares held by each shareholder.

        A shareholder or shareholders holding at least 5 percent in the aggregate of the outstanding voting shares of the corporation, or any director shall have the right to inspect and copy the record of shareholders' names and addresses and shareholdings during usual business hours, from time to time and in the manner provided for in Section 355 of the Civil Code of California.

        Section 2. MAINTENANCE AND INSPECTION OF BYLAWS. The corporation shall keep at its principal executive office, or if its principal executive office is not in the State of California, at its principal business office in this state, the original or a copy of the bylaws as amended to date, which shall be open to inspection by the directors and shareholders at all reasonable times during office hours, as provided in Section 1 of this Article VII. If the principal executive office of the corporation is outside the State of California and the corporation has no principal business office in this state, the secretary shall, on the written request of any shareholder, furnish to that shareholder a copy of the bylaws as amended to date.

        Section 3. MAINTENANCE AND INSPECTION OF MINUTES AND ACCOUNTING RECORDS. The minutes of proceedings of the shareholders, board of directors, and committees of the board, and the accounting books and records, shall be kept at the principal executive office of the corporation, or at such other place or places as designated by the board of directors. The minutes shall be kept in written form, and the accounting books and records shall be kept either in written form or in a form capable of being converted into written form. The minutes and accounting books and records shall be open to inspection on the written demand of any director, shareholder or holder of a voting trust certificate at any reasonable time during usual business hours, for a purpose reasonably related to the holder's interests as a shareholder or holder of a voting trust certificate. The inspection may be made in person or by an agent or attorney, and shall include the right to copy and make extracts. These rights of inspection shall extend to the records of each subsidiary of the corporation.

        Section 4. INSPECTION BY DIRECTORS. Every director shall have the absolute right at any reasonable time to inspect all books, records, and documents of every kind and the physical properties of the corporation and each of its subsidiary corporations. This inspection by a director may be made in person or by an agent or attorney and the right of inspection includes the right to copy and make extracts of documents.

        Section 5. ANNUAL REPORT TO SHAREHOLDERS. Inasmuch as, and for as long as, there are fewer than 100 shareholders, the requirement of an annual report to shareholders referred to in section 1501 of the California Corporations Code is expressly waived. However, nothing in this provision shall be interpreted as prohibiting the board of directors from issuing annual or other periodic reports to the shareholders, as the board considers appropriate.

        Section 6. FINANCIAL STATEMENTS. The corporation shall keep a copy of each annual financial statement, quarterly or other periodic income statement, and accompanying balance sheets prepared by the corporation on file in the corporation's principal executive office for 12 months; these documents shall be exhibited at all reasonable times, or copies provided, to any shareholder on demand.

        If no annual report for the last fiscal year has been sent to shareholders, on written request of any shareholder made more than 120 days after the close of the fiscal year the corporation shall deliver or mail to the shareholder, within 30 days after receipt of the request, a balance sheet as of the end of

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that fiscal year and an income statement and statement of changes in financial position for that fiscal year.

        A shareholder or shareholders holding 5 percent or more of the outstanding shares of any class of stock of the corporation may request in writing an income statement for the most recent three-month, six-month, or nine-month period (ending more than 30 days before the date of the request) of the current fiscal year, and a balance sheet of the corporation as of the end of that period. If such documents are not already prepared, the chief financial officer shall cause them to be prepared and shall deliver the documents personally or mail them to the requesting shareholders within 30 days after receipt of the request. A balance sheet, income statement, and statement of changes in financial position for the last fiscal year shall also be included, unless the corporation has sent the shareholders an annual report for the last fiscal year.

        Quarterly income statements and balance sheets referred to in this section shall be accompanied by the report, if any, of independent accountants engaged by the corporation or the certificate of an authorized corporate officer stating that the financial statements were prepared without audit from the corporation's books and records.

        Section 7. ANNUAL STATEMENT OF GENERAL INFORMATION.

        (a)  Every year, during the calendar month in which the original articles of incorporation were filed with the California Secretary of State, or during the preceding five calendar months, the corporation shall file a statement with the Secretary of State on the prescribed form, setting forth the authorized number of directors; the names and complete business or residence addresses of all incumbent directors; the names and complete business or residence addresses of the chief executive officer, the secretary, and the chief financial officer; the street address of the corporation's principal executive office or principal business office in this state; a statement of the general type of business constituting the principal business activity of the corporation; and a designation of the agent of the corporation for the purpose of service of process, all in compliance with section 1502 of the Corporations Code of California.

        (b)  Notwithstanding the provisions of paragraph (a) of this section, if there has been no change in the information in the corporation's last annual statement on file in the Secretary of State's office, the corporation may, in lieu of filing the annual statement described in paragraph (a) of this section, advise the Secretary of State, on the appropriate form, that no changes in the required information have occurred during the applicable period.

ARTICLE VIII
GENERAL CORPORATE MATTERS

        Section 1. AUTHORIZED SIGNATORIES FOR CHECKS. All checks, drafts, other orders for payment of money, notes, or other evidences of indebtedness issued in the name of or payable to the corporation shall be signed or endorsed by such person or persons and in such manner authorized from time to time by resolution of the board of directors.

        Section 2. EXECUTING CORPORATE CONTRACTS AND INSTRUMENTS. Except as otherwise provided in the articles or in these bylaws, the board of directors by resolution may authorize any officer, officers, agent, or agents to enter into any contract or to execute any instrument in the name of and on behalf of the corporation. This authority may be general or it may be confined to one or more specific matters. No officer, agent, employee, or other person purporting to act on behalf of the corporation shall have any power or authority to bind the corporation in any way, to pledge the corporation's credit, or to render the corporation liable for any purpose or in any amount, unless that person was acting with authority duly granted by the board of directors as provided in these bylaws, or unless an unauthorized act was later ratified by the corporation.

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        Section 3. CERTIFICATES FOR SHARES. A certificate or certificates for shares of the capital stock of the corporation shall be issued to each shareholder when any of the shares are fully paid.

        In addition to certificates for fully paid shares, the board of directors may authorize the issuance of certificates for shares that are partly paid and subject to call for the remainder of the purchase price, provided that the certificates representing partly paid shares shall state the total amount of the consideration to be paid for the shares and the amount actually paid.

        All certificates shall certify the number of shares and the class or series of shares represented by the certificate. All certificates shall be signed in the name of the corporation by (1) either the chair of the board of directors, the vice chair of the board of directors, the president, or any vice president, and (2) either the chief financial officer, any assistant treasurer, the secretary, or any assistant secretary.

        Any of the signatures on the certificate may be facsimile. If any officer, transfer, agent, or registrar who has signed or whose facsimile signature has been placed on a certificate shall have ceased to be that officer, transfer agent, or registrar before that certificate is issued, the certificate may be issued by the corporation with the same effect as if that person were an officer, transfer agent, or registrar at the date of issue.

        Section 4. LOST CERTIFICATES. Except as provided in this Section 4, no new certificates for shares shall be issued to replace old certificates unless the old certificate is surrendered to the corporation for cancellation at the same time. If share certificates or certificates for any other security have been lost, stolen, or destroyed, the board of directors may authorize the issuance of replacement certificates on terms and conditions as required by the board, which may include a requirement that the owner give the corporation a bond (or other adequate security) sufficient to indemnify the corporation against any claim that may be made against it (including any expense or liability) on account of the alleged loss, theft, or destruction of the old certificate or the issuance of the replacement certificate. Any person claiming a certificate of stock to be lost or destroyed shall make an affidavit or affirmation of that fact and advertise the same in such manner as the Board of Directors may require.

        Section 5. SHARES OF OTHER CORPORATIONS: HOW VOTED. Shares of other corporations standing in the name of this corporation shall be voted by one of the following persons, listed in order of preference:

        (1)  chair of the board, or person designated by the chair of the board; (2) president, or person designated by the president; (3) first vice president, or person designated by the first vice president; (4) other person designated by the board of directors.

        The authority to vote shares granted by this section includes the authority to execute a proxy in the name of the corporation for purposes of voting the shares.

        Section 6. TRANSFER ON THE BOOKS.

        Upon surrender to the secretary or transfer agent of the corporation of a certificate for shares duly endorsed or accompanied by proper evidence of succession, assignment or authority to transfer, it shall be the duty of the corporation to issue a new certificate to the person entitled thereto, cancel the old certificate and record the transaction upon its books.

        Section 7. TRANSFER AGENTS AND REGISTRARS

        The Board of Directors may appoint one or more transfer agents or transfer clerks, and one or more registrants, which shall be an incorporated bank or trust company, either domestic or foreign, who shall be appointed at such times and places as the requirements of the corporation may necessitate and the Board of Directors may designate.

        Section 8. CLOSING STOCK TRANSFER BOOKS.

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        The Board of Directors may close the transfer books in their discretion for a period not exceeding thirty days preceding any meeting, annual or special, of the shareholders, or the day appointed for the payment of a dividend.

ARTICLE IX
AMENDMENTS

        Section 1. AMENDMENT BY BOARD OF DIRECTORS OR SHAREHOLDERS. Except as otherwise required by law or by the articles of incorporation, these bylaws may be amended or repealed, and new bylaws may be adopted, by the board of directors or by the holders of a majority of the outstanding shares entitled to vote. The shareholders reserve the right to revoke the delegation of authority of the directors to amend or repeal the bylaws at any time.

        Notwithstanding the first sentence of this section, any amendment, repeal, or adoption of a bylaw by action of the board of directors on any of the following matters shall be ineffective unless and until it is approved by a majority of the outstanding shares entitled to vote: the power to change the authorized number of directors.

        Section 2. RECORD OF AMENDMENTS. Whenever an amendment or new by-law is adopted, it shall be copied in the book of by-laws with the original by-laws, in the appropriate place. If any by-law is repealed, the fact of repeal with the date of the meeting at which the repeal was enacted or written assent was filed shall be stated in said book.

KNOW ALL MEN BY THESE PRESENTS:

        That we, the undersigned, being all of the persons appointed to act as the Board of Directors of United Cinema Corporation hereby assent to the foregoing amended and restated bylaws, and adopt them as the bylaws of this corporation.

        IN WITNESS WHEREOF, we have hereunto set our hands this 12th day of April, 1999.

/s/  W. JAMES EDWARDS, III W. James Edwards, III

/s/  BERNICE E. EDWARDS Bernice E. Edwards

/s/  JOAN EDWARDS RANDOLPH Joan Edwards Randolph

/s/  CAROLE ANN RUOFF Carole Ann Ruoff

        THIS IS TO CERTIFY:

        That I am the duly elected, qualified and acting Secretary of United Cinema Corporation, and that the above and foregoing amended and restated bylaws were adopted as the bylaws of said corporation on the 12th day of April, 1999, by the persons appointed to act as the directors of this corporation.

        IN WITNESS WHEREOF, I have hereunto set my hand this 12th day of April, 1999.

/s/  MARCELLA SHELDON Marcella Sheldon, Secretary

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Exhibit 3.42

EX-5.1

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[Hogan & Hartson, L.L.P. Letterhead]

EXHIBIT 5.1

June 19, 2002

Regal Cinemas Corporation
7132 Mike Campbell Drive
Knoxville, TN 37918

Ladies and Gentlemen:

        We are acting as special counsel to Regal Cinemas Corporation, a Delaware corporation (the "Company"), and each of the Guarantors (as defined below), in connection with the Registration Statement on Form S-4, as amended (the "Registration Statement"), filed with the Securities and Exchange Commission relating to the proposed public offering of up to $350,000,000 in aggregate principal amount of the Company's Series B 9³/8% Senior Subordinated Notes due 2012 (the "Exchange Notes") in exchange for up to $350,000,000 in aggregate principal amount of the Company's outstanding Series A 9³/8% Senior Subordinated Notes due 2012 (the "Senior Subordinated Notes"), and the related joint and several, irrevocable and unconditional guarantees of the Exchange Notes on an unsecured, senior subordinated basis (the "Guarantees") by the Company's subsidiaries listed on Schedule I hereto (the "Guarantors"). This opinion letter is furnished to you at your request to enable you to fulfill the requirements of Item 601(b)(5) of Regulation S-K, 17 C.F.R. §229.601(b)(5), in connection with the Registration Statement.

        For purposes of this opinion letter, we have examined copies of the following documents:

1.

An executed copy of the Registration Statement.



2.

An executed copy of the Indenture dated January 29, 2002 (the "Original Indenture"), by and among the Company, the Guarantors party thereto, and U.S. Bank National Association, as Trustee (the "Trustee"), including the form of Exchange Note to be issued pursuant thereto, filed as Exhibit 4.1 to the Registration Statement.



3.

An executed copy of the First Supplemental Indenture dated April 17, 2002 by and among the Company, the Guarantors party thereto, and the Trustee, filed as Exhibit 4.2 to the Registration Statement (the "First Supplemental Indenture").



4.

An executed copy of the Second Supplemental Indenture dated April 17, 2002 by and among the Company, Edwards Theatres, Inc., Florence Theatre Corporation, Morgan Edwards Theatre Corporation, United Cinema Corporation, and the Trustee, filed as Exhibit 4.3 to the Registration Statement (the "Second Supplemental Indenture" and together with the First Supplemental Indenture the "Supplemental Indentures"). (The Original Indenture as amended by the Supplemental Indentures is referred to herein as the "Indenture.")



5.

The Form T-1 Statement of Eligibility under the Trust Indenture Act of 1939 of the Trustee, dated April 25, 2002.



6.

The Amended and Restated Certificate of Incorporation of the Company with amendments thereto, as certified by the Secretary of State of the State of Delaware on June 17, 2002 and as certified by the Secretary of the Company on the date hereof as being complete, accurate and in effect.



7.

The Amended and Restated bylaws of the Company, as certified by the Secretary of the Company on the date hereof as being complete, accurate and in effect.



8.

Resolutions of the Board of Directors of the Company adopted by unanimous written consent dated April 1, 2002, as certified by the Secretary of the Company on the date hereof as being complete, accurate and in effect.

9.

Resolutions of the Board of Directors of the Company adopted by unanimous written consent dated January 17, 2002, as certified by the Secretary of the Company on the date hereof as being complete, accurate and in effect.



10.

The Articles of Incorporation of each of the Guarantors which is an Alabama, Oregon, Alaska, or California corporation, the Certificate of Incorporation of each of the Guarantors which is a Delaware corporation, the Charter of the one Guarantor which is a Tennessee corporation, in each case as certified by the Secretary of State of the applicable jurisdiction as of a recent date, and in each case as certified by the Secretary of the applicable Guarantor on the date hereof as being complete, accurate and in effect, and the Certificate of Limited Partnership of the one Guarantor which is a Texas limited partnership, as certified by the Secretary of State of Texas as of a recent date, and as certified by the General Partner of that Guarantor on the date hereof as being complete, accurate and in effect.



11.

The bylaws of each of the Guarantors which is a corporation, in each case as certified by the Secretary of the applicable Guarantor on the date hereof as being complete, accurate and in effect, and the Agreement of Limited Partnership of the one Guarantor which is a limited partnership, as certified by the General Partner of that Guarantor on the date hereof as being complete, accurate and in effect.



12.

Resolutions of the Board of Directors of each of the Guarantors which is a corporation, in each case as certified by the Secretary of the applicable Guarantor on the date hereof as being complete, accurate and in effect, and resolutions of the General Partner of the one Guarantor which is a limited partnership, as certified by the General Partner of that Guarantor on the date hereof as being complete, accurate and in effect, in each case relating to, among other things, the Indenture, the applicable Guarantor's Guarantee, and arrangements in connection therewith.

        In our examination of the aforesaid documents, we have assumed the genuineness of all signatures, the legal capacity of all natural persons, the accuracy and completeness of all documents submitted to us, the authenticity of all original documents, and the conformity to authentic original documents of all documents submitted to us as copies (including telecopies). This opinion letter is given, and all statements herein are made, in the context of the foregoing.

        This opinion letter is based as to matters of law solely on (i) the Delaware General Corporation Law; and (ii) applicable provisions of the contract law of the State of New York (but not including any statutes, ordinances, administrative decisions, rules or regulations of any political subdivision of the State of New York). We express no opinion herein as to any other laws, statutes, ordinances, rules or regulations.

        Based upon, subject to and limited by the foregoing, we are of the opinion that:

        (a) (i) Following the effectiveness of the Registration Statement and receipt by the Company of the Senior Subordinated Notes in exchange for the Exchange Notes as specified in the resolutions of the Board of Directors of the Company referred to above, and (ii) assuming due execution, authentication, issuance and delivery of the Exchange Notes as provided in the Indenture, the Exchange Notes will constitute valid and binding obligations of the Company, enforceable against the Company in accordance with their terms.

        (b) (i) Following the effectiveness of the Registration Statement and receipt by the Company of the Senior Subordinated Notes in exchange for the Exchange Notes as specified in the resolutions of the Board of Directors of the Company referred to above, and (ii) assuming due execution, authentication, issuance and delivery of the Exchange Notes as provided in the Indenture, and due execution, authentication, issuance and delivery of the Guarantees to be endorsed on the Exchange

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Notes as provided in the Indenture, the Guarantees will constitute valid and binding obligations of each of the Guarantors, enforceable against the Guarantors in accordance with their terms.

        To the extent that the obligations of the Company and the Guarantors under the Indenture may be dependent upon such matters, we assume for purposes of this opinion that the Trustee is duly organized, validly existing, and in good standing under the laws of its jurisdiction of organization; that the Trustee is duly qualified to engage in the activities contemplated by the Indenture; that the Indenture has been duly authorized, executed, and delivered by the Trustee and constitutes the valid and binding obligation of the Trustee enforceable against the Trustee in accordance with its terms; that the Trustee is in compliance, with respect to acting as a trustee under the Indenture, with all applicable laws and regulations; and that the Trustee has the requisite organizational and legal power and authority to perform its obligations under the Indenture.

        The opinions expressed in paragraphs (a) and (b) above relating to the enforceability of the Exchange Notes and the Guarantees may be limited by bankruptcy, insolvency, reorganization, moratorium or other laws affecting creditors' rights (including, without limitation, the effect of statutory and other laws regarding fraudulent conveyances, fraudulent transfers and preferential transfers) and may be limited by the exercise of judicial discretion and the application of principles of equity including, without limitation, requirements of good faith, fair dealing, conscionability and materiality (regardless of whether enforcement is considered in a proceeding in equity or at law). Such opinions shall be understood to mean only that if there is a default in performance of an obligation, (i) if a failure to pay or other damage can be shown, and (ii) if the defaulting party can be brought into a court which will hear the case and apply the governing law, then, subject to the availability of defenses and to the exceptions set forth in the paragraph above, the court will provide a money damage (or perhaps injunctive or specific performance) remedy.

        In rendering the opinion expressed in paragraph (b) above, to the extent that any Guarantor, or the general partner of any Guarantor, is organized under the laws of a jurisdiction other than Delaware, we have assumed with your permission that each of them is duly organized, validly existing, and in good standing under the laws of its jurisdiction of organization and that the Indenture has been duly authorized, executed, and delivered by or on behalf of such Guarantor in accordance with the applicable laws of such jurisdiction.

        This opinion letter has been prepared for your use in connection with the Registration Statement and speaks as of the date hereof. We assume no obligation to advise you of any changes in the foregoing subsequent to the delivery of this opinion letter.

        We hereby consent to the filing of this opinion letter as Exhibit 5.1 to the Registration Statement and to the reference to this firm under the caption "Legal Matters" in the prospectus constituting a part of the Registration Statement. In giving this consent, we do not thereby admit that we are an "expert" within the meaning of the Securities Act of 1933, as amended.

Very truly yours,

/s/ Hogan & Hartson L.L.P.

HOGAN & HARTSON L.L.P.

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SCHEDULE I

Name of Guarantor	State or Other Jurisdiction of Incorporation
Regal Cinemas, Inc.	Tennessee
R.C. Cobb, Inc.	Alabama
Cobb Finance Corp.	Alabama
Regal Investment Company.	Delaware
Act III Cinemas, Inc.	Delaware
Act III, Theatres, Inc.	Delaware
A 3 Theatres of Texas, Inc.	Delaware
A 3 Theatres of San Antonio, Ltd.	Texas
General American Theatres, Inc.	Oregon
Broadway Cinema, Inc.	Oregon
TEMT Alaska, Inc.	Alaska
J.R. Cinemas, Inc.	Oregon
Eastgate Theatre, Inc.	Oregon
Regal Cinemas Holdings, Inc.	Delaware
Regal Cinemas Group, Inc.	Delaware
Act III Inner Loop Theatres, Inc.	Delaware
Edwards Theatres, Inc.	Delaware
Florence Theatre Corporation	California
Morgan Edwards Theatre Corporation	California
United Cinema Corporation	California

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EXHIBIT 5.1

SCHEDULE I

EX-12.1

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Exhibit 12.1

Regal Cinemas, Inc.
Ratio of Earnings to Fixed Charges
(in thousands)

			Years Ended													Three Months Ended			Four Weeks Ended			Nine Weeks Ended
			1/1/98	12/31/98			12/30/99			12/28/00			12/27/01			3/29/01			1/24/02			3/28/02
Pretax Income (loss) before extraordinary item			54,320		(83,828	)		(133,907	)		(285,720	)		(193,204	)		(92,661	)		(241,084	)		25,885
Fixed Charges
	Interest Expene		13,959		59,301			132,162			178,559			174,218			49,768			8,532			8,010
	Interest Capitalized		2,600		6,200			11,500			5,400			385			241			0			0
	Debt Costs		500		0			1,632			4,945			4,966			1,242			414			384
	One-third of Rent Expense		17,900		27,900			44,600			53,900			46,800			12,800			3,515			7,209
		Total Fixed Charges	34,959		93,401			189,894			242,804			226,369			64,051			12,461			15,603
Earnings			86,679		3,373			44,487			(48,316	)		32,780			(28,851	)		(228,623	)		41,488
Ratio of Earnings to Fixed Charges			2.5x		0			0			0			0			0			0			2.7x
Deficiency			0	$	90,028		$	145,407		$	291,120		$	193,589		$	92,902		$	241,084		$	0
Rent Expense			53,700		83,700			133,800			161,700			140,400			38,400			10,545			21,628

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Exhibit 12.1

Regal Cinemas, Inc. Ratio of Earnings to Fixed Charges (in thousands)

EX-23.1

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Exhibit 23.1

INDEPENDENT AUDITORS' CONSENT

The Board of Directors and Stockholder
Regal Cinemas Corporation:

        We consent to the use of our report dated May 2, 2002, with respect to the balance sheet of Regal Cinemas Corporation as of January 3, 2002, and to the reference to our firm under the heading "Experts" in the prospectus.

/s/  KPMG LLP

Denver, Colorado
June 12, 2002

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Exhibit 23.1

INDEPENDENT AUDITORS' CONSENT

EX-23.2

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Exhibit 23.2

INDEPENDENT AUDITORS' CONSENT

The Board of Directors
Edwards Theatres, Inc. and Subsidiaries:

        We consent to the use of our report dated February 22, 2002, except as to Note 16 which is as of April 17, 2002, with respect to the consolidated balance sheets of Edwards Theatres, Inc. and Subsidiaries as of December 27, 2001 and December 26, 2000 and the related consolidated statements of operations and comprehensive loss, stockholders' equity and cash flows for each of the years in the three-year period ended December 27, 2001, included herein and to the reference to our firm under the heading "Experts" in the prospectus.

/s/  KPMG LLP

Orange County, California
June 12, 2002

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Exhibit 23.2

INDEPENDENT AUDITORS' CONSENT

EX-23.3

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EXHIBIT 23.3

INDEPENDENT AUDITORS' CONSENT

We consent to the use in this Amendment No. 1 to Registration Statement No. 333-87930 of Regal Cinemas Corporation on Form S-4 of our report on the consolidated financial statements of Regal Cinemas, Inc. dated February 15, 2002 except for Note 2, as to which the date is March 8, 2002 (which report expresses an unqualified opinion and includes an explanatory paragraph referring to Regal Cinemas, Inc.'s voluntary petition and reorganization under Chapter 11 of the U.S. Bankruptcy Code and subsequent acquisition), appearing in the Prospectus, which is part of this Registration Statement.

We also consent to the reference to us under the headings "Selected Historical Consolidated Financial Data" and "Experts" in such Prospectus.

/s/ DELOITTE & TOUCHE LLP

Nashville, Tennessee
June 19, 2002

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EXHIBIT 23.3
INDEPENDENT AUDITORS' CONSENT