UNITED STATES DISTRICT COURT

DISTRICT OF COLUMBIA

)

UNITED STATES OF AMERICA,	)

)

Plaintiff,	)

)	Civil Action No.: 1:08-cv-00746

v.	)

)	Judge: Leon, Richard J.

)

REGAL CINEMAS, INC.,	)	Filed: 4/29/2008

)

and	)

)

CONSOLIDATED THEATRES HOLDINGS, GP,	)

)

Defendants.	)

)

)

_________________________________________	)

UNITED STATES' EXPLANATION OF CONSENT DECREE PROCEDURES

The United States submits this short memorandum summarizing the procedures regarding the Court's entry of the proposed Final Judgment. This Judgment would settle this case pursuant to the Antitrust Procedures and Penalties Act, 15 U.S.C. § 16(b)-(h) (the "APPA"), which applies to civil antitrust cases brought and settled by the United States.

1. Today, the United States has filed a Complaint, a proposed Final Judgment, and a Hold Separate Stipulation and Order between the parties by which they have agreed that the Court may enter the proposed Final Judgment after the United States has complied with the APPA. The United States has also filed a Competitive Impact Statement relating to the proposed Final Judgment.

2.	The APPA requires that the United States publish the proposed Final Judgment and the Competitive Impact Statement in the Federal Register and in certain newspapers at least sixty (60) days prior to entry of the proposed Final Judgment. The notice will inform members of the public that they may submit comments about the proposed Final Judgment to the United States Department of Justice, Antitrust Division, 15 U.S.C. § 16(b)-(c).

3. During the sixty-day period, the United States will consider, and at the close of that period respond to, any comments that it has received, and it will publish the comments and the United States' responses in the Federal Register.

4. After the expiration of the sixty-day period, the United States will file with the Court the comments and the United States' responses, and it may ask the Court to enter the proposed Final Judgment (unless the United States has decided to withdraw its consent to entry of the Final Judgment, as permitted by Paragraph 2 of the Stipulation, see 15 U.S.C. § 16(d)).

5. If the United States requests that the Court enter the proposed Final Judgment after compliance with the APPA, 15 U.S.C. § 16(e)-(f), then the Court may enter the Final Judgment without a hearing, provided that it concludes that the Final Judgment is in the public interest.

Dated: April 29, 2008

Respectfully submitted,

/s/

Gregg I. Malawer (DC Bar No. 481685)

Trial Attorney, Litigation III

U.S. Department of Justice

Antitrust Division

450 5th St. NW, Suite 4000

Washington, DC 20530

Tel: (202) 514-0230

CERTIFICATE OF SERVICE

I, Gregg Malawer, hereby certify that on April 29, 2008, I caused a copy of the foregoing Explanation of Consent Decree Procedures to be served on defendants Regal Cinemas, Inc., and Consolidated Theatres Holdings, GP by mailing the document first-class, postage prepaid, to the duly authorized legal representatives of the defendants, as follows:

Jeffrey Ayer

Wilmer Hale

1875 Pennsylvania Avenue, NW

Washington, DC 20006

Tel: (202) 663-6088

Fax: (202)663-6363

Julie Jacobs

Kirkland & Ellis LLP

655 Fifteenth ST, NW

Washington, DC 20005

Tel: (202) 879-5111

Fax: (202) 879-5200

/s/

Gregg I. Malawer (DC Bar No. 481685)

Trial Attorney, Litigation III

U.S. Department of Justice

Antitrust Division

450 5th Stree NW, Suite 4000

Washington, DC 20530

Tel: (202) 616-5943