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Exhibit 4.7    
  


REGAL
CINEMAS CORPORATION 


as
Issuer 


the
Guarantors Party Hereto 


and



U.S.
BANK NATIONAL ASSOCIATION 


Trustee



FIRST
SUPPLEMENTAL INDENTURE 


Dated
as of April 17, 2002 




93/8%
SENIOR SUBORDINATED NOTES DUE 2012 




 


        THIS FIRST SUPPLEMENTAL INDENTURE (the "Supplemental Indenture"), dated as of April 17, 2002, is made by and among REGAL CINEMAS
CORPORATION, a Delaware corporation (the "Company"), the Guarantors party hereto and U.S. BANK NATIONAL ASSOCIATION, as Trustee (the "Trustee"), under the Indenture dated as of January 29, 2002
(the "Indenture"). Capitalized terms used herein and not otherwise defined shall have the meaning assigned to them in the Indenture. 


W I T N E S S E T H:


        WHEREAS, the Company, the Guarantors, and the Trustee are parties to the Indenture, pursuant to which the Company issued
$200 million of the Notes on the Issue Date (the "Original Notes") and the Guarantors have guaranteed all of the obligations of the Company with respect to the Notes on a senior subordinated
basis; 


        WHEREAS, the Indenture provides that, subject to Section 4.7 of the Indenture and applicable law, the Company may issue additional
Notes under the Indenture and that the Notes issued on the Issue Date and any additional Notes subsequently issued shall be treated as a single class for all purposes under the Indenture; 


        WHEREAS, pursuant to that certain Purchase Agreement, dated as of April 3, 2002, by and between the Company and the initial
purchaser party thereto, the Company has agreed to issue an additional $150.0 million of additional Notes (the "Additional Notes"); 


        WHEREAS, the Indenture provides that the Company, the Guarantors and the Trustee may amend or supplement the Indenture, the Notes or any
Guarantee, without the consent of any Holder of a Note
to provide for the issuance of additional Notes in accordance with the limitations set forth in the Indenture as of the Issue Date; 


        WHEREAS, in connection with the issuance of the Additional Notes, the Company and the Guarantors desire to amend the Indenture as provided
in this Supplemental Indenture; 


        WHEREAS, the Indenture provides that the Company, the Guarantors and the Trustee may amend or supplement the Indenture, the Notes or any
Guarantee, without the consent of any Holder of a Note to cure any ambiguity, defect or inconsistency; 



        WHEREAS, the Company and the Guarantors desire to amend the Indenture as provided in this Supplemental Indenture to cure ambiguities in
the Indenture; and 


        WHEREAS, the Company has delivered to the Trustee a resolution of its Board of Directors authorizing the execution of this Supplemental
Indenture and an Officers' Certificate and Opinion of Counsel stating that the execution of the Supplemental Indenture is authorized and permitted by the Indenture. 


        NOW, THEREFORE, in consideration of the foregoing, the parties hereto agree as follows: 



        SECTION 1.1.    Definitions. Section 1.1 of the Indenture is amended by
replacing the definitions of "Exchange Offer" and "Registration Rights Agreement" in their entirety with the following new definitions: 


        "Exchange
Offer" means an offer that may be made by the Company pursuant to the Registration Rights Agreement to exchange Exchange Notes for the Notes issued on the Issue Date and the
Notes issued on April 17, 2002. 


        Registration
Rights Agreement. means each of (i) the Registration Rights Agreement, dated as of the Issue Date, 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 and (ii) the Registration Rights Agreement, dated as of April 17, 2002, 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. 


        Series A
Notes. means the 93/8% Series A Senior Subordinated Notes due 2012 issued on the Issue Date and the 93/8% Series A Senior
Subordinated Notes due 2012 issued on April 17, 2002. 


        SECTION 1.02.    "Permitted Investment" Definition. Section 1.1 of the
Indenture is amended by replacing clause (e) of the definition of "Permitted Investment" in its entirety with the following text in order to replace a comma following the word "calculation"
with a parenthesis so that a parenthetical may be closed and deleting the unnecessary paranthesis prior to the semi-colon at the end of clause (e): 


        "(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 the Company 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 $10,000,000 (measured by the value attributed to the Investment at the time made or returned, as applicable);" 


        SECTION 1.03.    Limitation on Sale of Assets and Subsidiary Stock.
Clause (c) of Section 4.13 of the Indenture is amended by deleting the parenthesis immediately before the period in the penultimate sentence. 



        SECTION 1.04.    Limitation on Dividends and Other Payment Restrictions Affecting
Subsidiaries. Clause (10) of Section 4.10 of the Indenture is amended by replacing the "n" at the beginning of the clause with "in." 


        SECTION 1.05.    Effectiveness. This Supplemental Indenture shall become
effective on and as of the date the counterparts hereto shall have been executed and delivered by each of the parties hereto. 



        SECTION 1.06. Governing Law. THE INTERNAL LAW OF THE STATE OF NEW YORK, INCLUDING WITHOUT LIMITATION, SECTION
5-1401 OF THE NEW YORK GENERAL OBLIGATIONS LAW, SHALL GOVERN AND BE USED TO CONSTRUE THIS FOURTH SUPPLEMENTAL INDENTURE. 


        SECTION 1.07.    Counterparts. This Supplemental Indenture may be executed in
any number of counterparts, each of which shall be an original; but such counterparts shall constitute but one and the same instrument. 



        SECTION 1.08.    Severability. In case any provision of this Supplemental
Indenture shall be invalid, illegal or unenforceable, the validity, legality and enforceability of the remaining provisions shall not in any way be affected or impaired thereby. 


        SECTION 1.09.    Ratification. Except as expressly waived, amended or
supplemented hereby, all of the terms of the Indenture shall remain and continue in full force and effect and are hereby confirmed in all respects and, as expressly waived, amended, or supplemented
hereby, the Indenture is in all respects agreed to, ratified and confirmed by each of the Company, the Guarantors and the Trustee. 


        SECTION 1.10.    Trustee. The Trustee accepts the trusts created by the
Indenture, as supplemented by this Supplemental Indenture, and agrees to perform the same upon the terms and conditions of the Indenture, as amended and supplemented by this Supplemental Indenture. 


        SECTION 1.11.    No Representations by Trustee. The recitals contained herein
shall be taken as the statement of the Company and Guarantors, and the Trustee assumes no responsibility whatsoever for

  
their correctness. The Trustee makes no representations as to the validity or sufficiency of this Supplemental Indenture or for the due execution hereof by the Company and the Guarantors. 


        SECTION 1.12.    Reaffirmation. The parties hereto make and reaffirm as of the
date of execution of this Supplemental Indenture all of their respective representations, covenants and agreements set forth in the Indenture. 



        SECTION 1.13.    Assignment. All covenants and agreements of the Company, the
Guarantors, and the Trustee in this Supplemental Indenture shall bind each of their respective successors and assigns, whether so expressed or not. 


        SECTION 1.14.    Third-Party Beneficiaries. Nothing in this Supplemental
Indenture, express or implied, shall give to any Person, other than the parties hereto and their successors under the Indenture and the Holders of the Notes, any benefit or any legal or equitable
right, remedy or claim under the Indenture or this Supplemental Indenture. 


        SECTION 1.15.    Trust Indenture Act. If any provisions hereof limit, qualify or
conflict with a provision of the Trust Indenture Act of 1939, as amended from time to time (the "TIA"), required under the TIA to be a part of and govern this Supplemental Indenture, the provisions of
the TIA shall control. If any provision hereof modifies or excludes any provision of the TIA that may be so modified or excluded, the latter provisions shall be deemed to apply to this Supplemental
Indenture as so modified or excluded, as the case may be. 


        SECTION 1.16.    Unity. All provisions of this Supplemental Indenture shall be
deemed to be incorporated in, and made a part of, the Indenture. The Indenture, as amended and supplemented by this Supplemental Indenture, shall be read, taken and construed as one and the same
instrument. 


(signature pages follow) 










        IN WITNESS WHEREOF, the parties hereto have caused this Supplemental Indenture to be duly executed all as of the date and year first above written. 



	 	 	THE COMPANY:

REGAL CINEMAS CORPORATION
	

 	
 	

By:	
 	

/s/  PETER B. BRANDOW      
 Name: Peter B. Brandow

Title: Executive Vice President and Secretary
	

 	
 	

THE GUARANTORS:

REGAL CINEMAS, INC.
	

 	
 	

By:	
 	

/s/  PETER B. BRANDOW      
 Name: Peter B. Brandow

Title: Executive Vice President and Secretary
	

 	
 	

REGAL CINEMAS HOLDINGS, INC.
	

 	
 	

By:	
 	

/s/  PETER B. BRANDOW      
 Name: Peter B. Brandow

Title: Vice President and Secretary
	

 	
 	

REGAL CINEMAS GROUP, INC.
	

 	
 	

By:	
 	

/s/  PETER B. BRANDOW      
 Name: Peter B. Brandow

Title: Vice President and Secretary
	

 	
 	

R.C. COBB, INC,
	

 	
 	

By:	
 	

/s/  PETER B. BRANDOW      
 Name: Peter B. Brandow

Title: Vice President and Secretary
	

 	
 	

COBB FINANCE CORP.
	

 	
 	

By:	
 	

/s/  PETER B. BRANDOW      
 Name: Peter B. Brandow

Title: Vice President and Secretary
	

 	
 	

REGAL INVESTMENT COMPANY
	

 	
 	

By:	
 	

/s/  PETER B. BRANDOW      
 Name: Peter B. Brandow

Title: Vice President and Secretary
	
 	
 	

 	
 	

 





	

 	
 	

ACT III CINEMAS, INC.
	

 	
 	

By:	
 	

/s/  PETER B. BRANDOW      
 Name: Peter B. Brandow

Title: Vice President and Secretary
	

 	
 	

ACT III THEATRES, INC.
	

 	
 	

By:	
 	

/s/  PETER B. BRANDOW      
 Name: Peter B. Brandow

Title: Vice President and Secretary
	

 	
 	

ACT III INNER LOOP THEATRES, INC.
	

 	
 	

By:	
 	

/s/  PETER B. BRANDOW      
 Name: Peter B. Brandow

Title: Vice President and Secretary
	

 	
 	

A 3 THEATRES OF TEXAS, INC.
	

 	
 	

By:	
 	

/s/  PETER B. BRANDOW      
 Name: Peter B. Brandow

Title: Vice President and Secretary
	

 	
 	

A 3 THEATRES OF SAN ANTONIO, INC.
	

 	
 	

By:	
 	

A 3 Theatres of Texas, Inc., its General Partner
	

 	
 	

By:	
 	

/s/  PETER B. BRANDOW      
 Name: Peter B. Brandow

Title: Vice President and Secretary
	

 	
 	

GENERAL AMERICAN THEATRES, INC.
	

 	
 	

By:	
 	

/s/  PETER B. BRANDOW      
 Name: Peter B. Brandow

Title: Vice President and Secretary
	

 	
 	

BROADWAY CINEMAS, INC.
	

 	
 	

By:	
 	

/s/  PETER B. BRANDOW      
 Name: Peter B. Brandow

Title: Vice President and Secretary
	

 	
 	

TEMT ALASKA, INC.
	

 	
 	

By:	
 	

/s/  PETER B. BRANDOW      
 Name: Peter B. Brandow

Title: Vice President and Secretary
	
 	
 	

 	
 	

 





	

 	
 	

J.R. CINEMAS, INC.
	

 	
 	

By:	
 	

/s/  PETER B. BRANDOW      
 Name: Peter B. Brandow

Title: Vice President and Secretary
	

 	
 	

EASTGATE THEATRE, INC.
	

 	
 	

By:	
 	

/s/  PETER B. BRANDOW      
 Name: Peter B. Brandow

Title: Vice President and Secretary
	

 	
 	

THE TRUSTEE:

U.S. BANK NATIONAL ASSOCIATION
	

 	
 	

By:	
 	

/s/  JULIE EDDINGTON      
 Name: Julie Eddington

Title: Assistant Vice President














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Exhibit 4.7