Exhibit 4.2


 


FIRST AMENDMENT TO


AMENDED AND RESTATED GUARANTY AND COLLATERAL AGREEMENT


 


This FIRST AMENDMENT TO AMENDED AND RESTATED GUARANTY AND
COLLATERAL AGREEMENT (this “Amendment”),
dated as of January 20, 2009, is entered into among REGAL
CINEMAS CORPORATION, a Delaware corporation (the “Borrower”), the GRANTORS
party to the Guaranty and Collateral Agreement (as defined below) (the “Grantors”), and CREDIT SUISSE, CAYMAN
ISLANDS BRANCH, as administrative agent (the “Administrative
Agent”).


 


RECITALS


 


WHEREAS, the Borrower, the Administrative Agent, Credit Suisse Securities (USA) LLC, as
sole lead arranger and sole book runner, and the Lenders from time to time a
party thereto entered into the Fifth Amended and Restated Credit Agreement,
dated as of October 27, 2006 (as
amended by the First Amendment to the Credit Agreement referred to below, the “Credit Agreement”); and


 


WHEREAS, the Borrower, the Grantors, the Administrative Agent, and the
Lenders have entered into the First Amendment to the Fifth Amended and Restated
Credit Agreement, dated as of January 20, 2009 (the “First
Amendment to the Credit Agreement”); and


 


WHEREAS, the Borrower, the Grantors and the Administrative Agent are party to
the Amended and Restated Guaranty and Collateral Agreement, dated as of May 10,
2004 (as amended, amended and restated, supplemented or otherwise modified
prior to the date hereof, the “Guaranty and Collateral Agreement”);
and


 


WHEREAS, the
Borrower and the Grantors have requested that Administrative Agent, and the Lenders
have authorized the Administrative Agent, to make certain amendments to the
Guaranty and Collateral Agreement as provided herein.


 


NOW, THEREFORE, in consideration of the covenants made
hereunder, and other good and valuable consideration, the receipt and legal
sufficiency of which is hereby acknowledged, the parties hereto hereby agree as
follows:


 


SECTION 1.                              Definitions.  Capitalized terms used herein
and not otherwise defined shall have the meanings set forth for such terms in
the Guaranty and Collateral Agreement and the Credit Agreement, as applicable.


 


SECTION 2.                              Amendment to Guaranty and Collateral
Agreement.  Subsection 6.4(ii) of the
Guaranty and Collateral Agreement is hereby amended by inserting immediately
after the phrase “(y) the amount of drawings honored by Issuing Banks
under a Letter of Credit for which Issuing Bank has not then been reimbursed by
any Lender or Borrower” set forth therein, the phrase “and (z) the amount
of any Swingline Loans made by the Swingline Lender for which the Swingline
Lender has not then been repaid by the Borrower or the Lenders”.


 


SECTION 3.                              Conditions to Effectiveness of this Amendment.  This
Amendment shall become effective when all the conditions set forth in this Section 3
shall have been satisfied.


 


(a)                                Execution of Counterparts. The Administrative Agent shall have
received counterparts of this Amendment executed by each Grantor.


 


(b)                               Effectiveness of First Amendment to the
Credit Agreement.  The First Amendment to the Credit Agreement
shall have become effective in accordance with its terms.


 


SECTION 4.                              Representations and Warranties.  Each
Grantor represents and warrants as follows:


 

















 


(a)                                Power; Authorization; Enforceable Obligations. Each Grantor has the requisite power and
authority, and the legal right, to enter into this Amendment.  Each Grantor has taken all necessary
corporate or other organizational action to authorize the execution, delivery
and performance of this Amendment.  This
Amendment constitutes a legal, valid and binding obligation of each Grantor
signatory thereto, enforceable against each such Grantor in accordance with its
terms, except as enforceability may be limited by applicable bankruptcy,
insolvency, reorganization, moratorium or similar laws affecting the
enforcement of creditors’ rights generally and by general equitable principles
(whether enforcement is sought by proceedings in equity or at law).  The Guaranty and Collateral Agreement, as
amended by this Amendment, constitutes a legal, valid and binding obligation of
each Grantor, enforceable against each Grantor in accordance with its terms,
except as enforceability may be limited by applicable bankruptcy, insolvency,
reorganization, moratorium or similar laws affecting the enforcement of
creditors’ rights generally and by general equitable principles (whether
enforcement is sought by proceedings in equity or at law).


 


(b)                               No Legal Bar. The execution, delivery and performance of
this Amendment will not violate any Requirement of Law or any material
Contractual Obligation of any Grantor and will not result in, or require, the
creation or imposition of any Lien on any of their respective properties or
revenues pursuant to any Requirement of Law or any such Contractual Obligation
(other than the Liens created by the Loan Documents).


 


(c)                                Accuracy of Representations and Warranties. The representations and warranties of each
Grantor set forth in the Guaranty and Collateral Agreement are true and correct
in all material respects on and as of that the date hereof to the same extent as
though made on and as of the date hereof, except to the extent such
representations and warranties specifically relate to an earlier date, in which
case such representations and warranties shall have been true and correct in
all material respects on and as of such earlier date.


 


(d)                               No Default or Event of Default. As of the date hereof, after giving effect
to this Amendment, no event has occurred and is continuing that would
constitute an Event of Default or a Default.


 


SECTION 5.  Validity
of Guarantied Obligations and Liens.


 


(a)                                Validity of Guarantied Obligations.  Each
Grantor hereby (i) acknowledges and agrees that , as of the date hereof,
each Grantor is indebted to the Lenders and the Agents for the Guarantied
Obligations, without defense, counterclaim or offset of any kind and each
Grantor hereby ratifies and reaffirms the validity, enforceability and binding
nature of such Guarantied Obligations and (ii) acknowledges and agrees to
the terms of this Amendment; provided, that
no representation is made pursuant to this clause (a) with respect to any
claims that may exist against Lehman Brothers or any affiliates thereof.


 


(b)                               Validity of Liens and Loan Documents.  Each
Grantor ratifies and reaffirms the validity and enforceability (without
defense, counterclaim or offset of any kind) of the Liens and security
interests granted to secure any of the Obligations by any Grantor  to the Administrative Agent, for the benefit
of the Secured Parties, pursuant to the Loan Documents to which any Grantor is
a party and hereby confirms and agrees that notwithstanding the effectiveness
of this Amendment, and except as expressly amended by this Amendment, the
Guaranty and Collateral Agreement and each other each Loan Document is, and
shall continue to be, in full force and effect and each is hereby ratified and
confirmed in all respects, except that, on and after the effectiveness of this
Amendment, each reference in the Loan Documents to the “Guaranty and Collateral
Agreement”, “thereunder”, “thereof” or words of like import (and each reference
in the Guaranty and Collateral Agreement to “this Agreement”, “hereunder”, “hereof”
or words of like import) shall mean and be a reference to the Guaranty and
Collateral Agreement as amended by this Amendment.


 


SECTION 6.Governing Law.  This
Amendment shall be governed by, and shall be construed and enforced in
accordance with, the laws of the State of New York.


 


2

















 


SECTION 7.                              Execution in Counterparts. This Amendment may be executed in any
number of counterparts and by different parties hereto in separate
counterparts, each of which when so executed shall be deemed to be an original
and all of which taken together shall constitute one and the same agreement.
Delivery of an executed counterpart of this Amendment by telecopier or
electronic image scan transmission (e.g., PDF via electronic mail) shall be
effective as delivery of an original executed counterpart of this Amendment.


 


SECTION 8.                              Continuing Effectiveness. Except as modified by this Amendment, the
Guaranty and Collateral Agreement shall remain in full force and effect and is
hereby ratified and confirmed in all respects and this Amendment shall be a
Loan Document for all purposes, and references in the Guaranty and Collateral
Agreement to “the date hereof” and “the date of this Agreement” and phrases of
similar import, shall in all instances be references to, and continue to refer
to, May 10, 2004, and not the date of this Amendment. This Amendment shall
not constitute an amendment or waiver of any provision of the Guaranty and
Collateral Agreement not expressly referred to herein and shall not be
construed as an amendment, waiver or consent to any action on the part of any
Grantor or any other Loan Party that would require an amendment, waiver or
consent of any of the Lenders or the Agent except as expressly stated herein.


 


SECTION 9.                              Severability.  In
case any provision in or obligation under this Amendment shall be invalid,
illegal or unenforceable in any jurisdiction, the validity, legality and
enforceability of the remaining provisions or obligations, or of such provision
or obligation in any other jurisdiction, shall not in any way be affected or
impaired thereby.


 


SECTION 10.                        Integration.  This Amendment, the Credit Agreement,
the other Loan Documents and any separate letter agreements among any Grantor
and the Administrative Agent or its affiliates relating to this Amendment or
with respect to fees payable to the Administrative Agent (or its affiliates)
constitute the entire contract among the parties relating to the subject matter
hereof and supersede any and all previous agreements and understandings, oral
or written, relating to the subject matter hereof.


 


SECTION 11.WAIVER OF JURY TRIAL.  EACH PARTY HERETO HEREBY
WAIVES, TO THE FULLEST EXTENT PERMITTED BY APPLICABLE LAW, ANY RIGHT IT MAY HAVE
TO A TRIAL BY JURY IN ANY LEGAL PROCEEDING DIRECTLY OR INDIRECTLY ARISING OUT
OF OR RELATING TO THIS AMENDMENT, ANY OTHER LOAN DOCUMENT OR THE TRANSACTIONS
CONTEMPLATED HEREBY (WHETHER BASED ON CONTRACT, TORT OR ANY OTHER THEORY).  EACH PARTY HERETO (A) CERTIFIES THAT NO
REPRESENTATIVE, AGENT OR ATTORNEY OF ANY OTHER PARTY HAS REPRESENTED, EXPRESSLY
OR OTHERWISE, THAT SUCH OTHER PARTY WOULD NOT, IN THE EVENT OF LITIGATION, SEEK
TO ENFORCE THE FOREGOING WAIVER AND (B) ACKNOWLEDGES THAT IT AND THE OTHER
PARTIES HERETO HAVE BEEN INDUCED TO ENTER INTO THIS AMENDMENT BY, AMONG OTHER
THINGS, THE MUTUAL WAIVERS AND CERTIFICATIONS IN THIS SECTION.


 


SECTION 12.Headings.  Section and
subsection headings in this Amendment are included herein for convenience of
reference only and shall not constitute a part of this Amendment for any other
purpose or be given any substantive effect.


 


SECTION 13.Successors and Assigns.  This
Amendment shall be binding upon and inure to the benefit of each Grantor and
each of their respective successors and assigns, and upon the Agents and the
Lenders and each of their respective successors and assigns.  The Grantors’ rights and obligations
hereunder and any interest therein may not be assigned or delegated by any
Grantor without the prior written consent of the Agent.


 


[signature pages follow]


 


3

















 


IN WITNESS WHEREOF, the parties hereto have caused
this Amendment to be executed by their respective officers thereunto duly
authorized, as of the date first above written.


 


	
   

  	
  REGAL CINEMAS, INC.

  
	
   

  	
  R.C. COBB, INC.

  
	
   

  	
  REGAL INVESTMENT COMPANY

  
	
   

  	
  A 3 THEATRES OF TEXAS,
  INC.

  
	
   

  	
  A 3 THEATRES OF SAN
  ANTONIO, LTD.,

  
	
   

  	
  by A3
  Theatres of Texas, Inc., its General Partner

  
	
   

  	
  EASTGATE THEATRE, INC.

  
	
   

  	
  REGAL CINEMAS HOLDINGS,
  INC.

  
	
   

  	
  EDWARDS THEATRES, INC.

  
	
   

  	
  HOYTS CINEMAS
  CORPORATION

  
	
   

  	
  INTERSTATE THEATRES
  CORPORATION

  
	
   

  	
  FREDERICK PLAZA CINEMAS,
  INC.

  
	
   

  	
  RCI/RMS, LLC

  
	
   

  	
  REGAL GALLERY PLACE, LLC

  
	
   

  	
  UA SWANSEA, LLC

  
	
   

  	
  by
  Interstate Theatres Corporation, its Sole Member

  
	
   

  	
  UNITED ARTISTS
  PROPERTIES I CORP.

  
	
   

  	
  UNITED ARTISTS REALTY
  COMPANY

  
	
   

  	
  UNITED ARTISTS THEATRE
  COMPANY

  
	
   

  	
  RCI/FSSC, LLC

  
	
   

  	
  REGAL CINEMEDIA
  CORPORATION

  
	
   

  	
   

  
	
   

  	
  By:

  	
  /s/
  Amy Miles

  
	
   

  	
  Name:
  Amy Miles

  
	
   

  	
  Title:
  Executive Vice President and Chief Financial Officer

  
	
   

  	
   

  
	
   

  	
  CONSOLIDATED THEATRES
  MANAGEMENT, L.L.C.

  
	
   

  	
  RICHMOND I CINEMA,
  L.L.C.

  
	
   

  	
   

  
	
   

  	
  By REGAL
  CINEMAS, INC., Sole Member and Sole Manager

  
	
   

  	
   

  
	
   

  	
  By:

  	
  /s/
  Amy Miles

  
	
   

  	
  Name:
  Amy Miles

  
	
   

  	
  Title:
  Executive Vice President and Chief Financial Officer

  



 


[First Amendment to Guaranty and Collateral Agreement]


 

















 


	
   

  	
  CREDIT SUISSE, CAYMAN
  ISLANDS BRANCH,

  
	
   

  	
  as Administrative Agent

  
	
   

  	
   

  
	
   

  	
   

  
	
   

  	
  By:

  	
  /s/ Bill O’Daly

  
	
   

  	
   

  	
  Name:

  	
  Bill O’Daly

  
	
   

  	
   

  	
  Title:

  	
  Director

  
	
   

  	
   

  	
   

  
	
   

  	
   

  	
   

  
	
   

  	
  By:

  	
  /s/ Mikhail Faybusovich

  
	
   

  	
   

  	
  Name:

  	
  Mikhail Faybusovich

  
	
   

  	
   

  	
  Title:

  	
  Vice President

  



 


[First Amendment to Guaranty and Collateral Agreement]