AMENDMENT TO EXHIBITOR SERVICES AGREEMENT

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Exhibit 10.5.1

AMENDMENT TO
EXHIBITOR SERVICES AGREEMENT

        This AMENDMENT TO EXHIBITOR SERVICES AGREEMENT (this " Amendment "), dated as of November 5, 2008, is between REGAL CINEMAS, INC. , a Tennessee corporation (" Regal "), and NATIONAL CINEMEDIA, LLC , a Delaware limited liability company (" LLC ").

RECITALS

         WHEREAS , Regal and LLC have entered into the Exhibitor Services Agreement dated as of February 13, 2007 (the " Agreement "); and

         WHEREAS , Regal and LLC desire to provide for certain amendments to the Agreement specified herein.

         NOW, THEREFORE , in consideration of the promises made hereunder, and for good and valuable consideration, the receipt and sufficiency of which are hereby acknowledged, the parties hereto, intending to be legally bound, hereby agree as follows:

        Section 1.     Definitions .    Unless otherwise expressly defined herein, all capitalized terms used herein and defined in the Agreement shall be used herein as so defined.

        Section 2.     Amendment to Article 1—Definitions .    Section 1.01 of the Agreement is hereby amended by adding the following definition of "Major Distributor" immediately after the definition of "Loews Theatres" contained therein:

        " Major Distributor " means each of Twentieth Century Fox Film Corporation, Universal City Studios LLP, Warner Bros. Entertainment Inc., Sony Pictures Entertainment, Inc., Paramount Pictures Corporation, The Walt Disney Company, and DreamWorks Animation SKG Inc. unless at least a majority of DreamWorks Animation SKG Inc.'s films are being distributed by Paramount Pictures Corporation, including any of their respective releasing or distributing subsidiaries and any person or entity that is the legal successor of any of the foregoing named entities or becomes the owner of all or substantially all of the motion picture production and/or distribution business thereof."

        Section 3.     Amendment to Article 2—Participation and Fees .    Section 2.04 of the Agreement is hereby amended by deleting the second sentence contained therein and substituting the following:

        "Except as expressly provided in this Agreement, (i) during the Term, Regal shall neither engage nor permit a third party (excluding third party designees of LLC as provided hereunder) to provide, or itself provide, to a Theatre any of the services specifically set forth in the definition of "Advertising Service" set forth in Part A of Exhibit A , (ii) during the Meeting Services Term, Regal shall neither engage nor permit a third party (excluding third party designees of LLC as provided hereunder) to provide, or itself provide, to a Theatre any of the services specifically set forth in the definition of "Meeting Services" set forth in Part C of Exhibit A , and (iii) during the Digital Programming Term, Regal shall neither engage nor permit a third party (excluding third party designees of LLC as provided hereunder) to provide, or itself provide, to a Theatre any of the services specifically set forth in the definition of "Digital Programming Services" set forth in Part B of Exhibit A ; provided that if a Major Distributor seeks to provide Theatres with Digital Programming Services ("Major Studio Digital Programming Services"), then notwithstanding clause (iii) above, Regal will be permitted to arrange for such Major Distributor to provide such services to Regal provided that Regal complies with the revenue share requirements set forth in Section 1 of Part C of Exhibit B .

        Section 4.     Amendment to Article 4—Delivery of the Service .    Section 4.l3(b) of the Agreement is hereby amended by deleting the third sentence contained therein and substituting the following:

        "Notwithstanding the foregoing, all IMAX Screens will be subject to the exclusivity obligations of Regal, as set forth in Section 2.04 to the same extent as a Theatre hereunder (including the application of the proviso set forth in clause (iii) contained in the second sentence thereof (as amended by Section 3 of the Amendment dated November 5, 2008) to all such Imax Screens)."

        Section 5.     Amendment to Article 6—Digital Programming Services and Meeting Services .    (a) Section 6.01 of the Agreement is hereby amended by deleting the first sentence contained therein and substituting the following:

        "All Digitized Theatres with the necessary equipment to exhibit an event are available for Digital Programming Services either automatically or subject to Regal's approval, based on criteria specified in Exhib