Exhibit 4.1


 


SIXTH
AMENDED AND RESTATED CREDIT AGREEMENT


 


dated as of
May 19, 2010


 


among


 


REGAL
CINEMAS CORPORATION,

as Borrower,


 


VARIOUS
LENDERS,


 


CREDIT
SUISSE AG, CAYMAN ISLANDS BRANCH,

as Administrative Agent,


 


and


 


CREDIT SUISSE SECURITIES (USA) LLC,

as Joint Lead Arranger and Joint Bookrunner,


 


BARCLAYS CAPITAL,

as Joint Lead Arranger and Joint Bookrunner,


 


BANC OF AMERICA SECURITIES LLC,

as Joint Bookrunner and Co-Documentation Agent


 


and


 


DEUTSCHE BANK SECURITIES INC.,

as Joint Bookrunner and Co-Documentation Agent


 






 


$1,335,000,000 Senior Secured Credit Facilities


 






 

















 


TABLE OF
CONTENTS


 


	
   

  	
   

  	
   

  	
   

  	
  Page

  
	
   

  	
   

  	
   

  	
   

  	
   

  
	
  SECTION 1.

  	
   

  	
  DEFINITIONS AND INTERPRETATION

  	
   

  	
  2

  
	
  1.1

  	
   

  	
  Definitions

  	
   

  	
  2

  
	
  1.2

  	
   

  	
  Accounting Terms

  	
   

  	
  34

  
	
  1.3

  	
   

  	
  Interpretation, Etc.

  	
   

  	
  34

  
	
  1.4

  	
   

  	
  Relationship with Fifth Restated Credit
  Agreement

  	
   

  	
  34

  
	
  1.5

  	
   

  	
  Confirmation, Ratification and Continuation of
  Term Loans

  	
   

  	
  35

  
	
  1.6

  	
   

  	
  Confirmation, Ratification and Conversion of
  Revolving Loans and Letters of Credit

  	
   

  	
  35

  
	
   

  	
   

  	
   

  	
   

  	
   

  
	
  SECTION 2.

  	
   

  	
  LOANS AND LETTERS OF CREDIT

  	
   

  	
  36

  
	
  2.1

  	
   

  	
  Term Loans

  	
   

  	
  36

  
	
  2.2

  	
   

  	
  Revolving Loans

  	
   

  	
  38

  
	
  2.3

  	
   

  	
  Issuance of Letters of Credit and Purchase of
  Participations Therein

  	
   

  	
  39

  
	
  2.4

  	
   

  	
  Pro Rata Shares; Availability of Funds

  	
   

  	
  43

  
	
  2.5

  	
   

  	
  Use of Proceeds

  	
   

  	
  44

  
	
  2.6

  	
   

  	
  Evidence of Debt; Register; Lenders’ Books and
  Records; Notes

  	
   

  	
  44

  
	
  2.7

  	
   

  	
  Interest on Loans

  	
   

  	
  45

  
	
  2.8

  	
   

  	
  Conversion/Continuation

  	
   

  	
  47

  
	
  2.9

  	
   

  	
  Default Interest

  	
   

  	
  47

  
	
  2.10

  	
   

  	
  Fees

  	
   

  	
  48

  
	
  2.11

  	
   

  	
  Scheduled Payments

  	
   

  	
  49

  
	
  2.12

  	
   

  	
  Voluntary Prepayments/Commitment Reductions

  	
   

  	
  50

  
	
  2.13

  	
   

  	
  Mandatory Prepayments

  	
   

  	
  51

  
	
  2.14

  	
   

  	
  Application of Prepayments/Reductions

  	
   

  	
  52

  
	
  2.15

  	
   

  	
  General Provisions Regarding Payments

  	
   

  	
  53

  
	
  2.16

  	
   

  	
  Ratable Sharing

  	
   

  	
  54

  
	
  2.17

  	
   

  	
  Making or Maintaining Eurodollar Rate Loans

  	
   

  	
  55

  
	
  2.18

  	
   

  	
  Increased Costs; Capital Adequacy

  	
   

  	
  56

  
	
  2.19

  	
   

  	
  Taxes; Withholding, Etc.

  	
   

  	
  57

  
	
  2.20

  	
   

  	
  Removal or Replacement of a Lender

  	
   

  	
  61

  
	
   

  	
   

  	
   

  	
   

  	
   

  
	
  SECTION 3.

  	
   

  	
  CONDITIONS PRECEDENT

  	
   

  	
  62

  
	
  3.1

  	
   

  	
  Closing Date

  	
   

  	
  62

  
	
  3.2

  	
   

  	
  Conditions to Each Credit Extension

  	
   

  	
  66

  
	
   

  	
   

  	
   

  	
   

  	
   

  
	
  SECTION 4.

  	
   

  	
  REPRESENTATIONS AND WARRANTIES

  	
   

  	
  67

  
	
  4.1

  	
   

  	
  Financial Condition

  	
   

  	
  67

  
	
  4.2

  	
   

  	
  No Change

  	
   

  	
  67

  
	
  4.3

  	
   

  	
  Corporate Existence and Compliance with Laws

  	
   

  	
  68

  
	
  4.4

  	
   

  	
  Corporate Power; Authorization; Enforceable
  Obligations

  	
   

  	
  68

  
	
  4.5

  	
   

  	
  No Legal Bar

  	
   

  	
  68

  
	
  4.6

  	
   

  	
  No Material Litigation

  	
   

  	
  68

  
	
  4.7

  	
   

  	
  No Default

  	
   

  	
  69

  
	
  4.8

  	
   

  	
  Ownership of Property; Liens

  	
   

  	
  69

  
	
  4.9

  	
   

  	
  Intellectual Property

  	
   

  	
  69

  
	
  4.10

  	
   

  	
  Taxes

  	
   

  	
  70

  



 


i

















 


	
  4.11

  	
   

  	
  Federal Regulations

  	
   

  	
  70

  
	
  4.12

  	
   

  	
  Labor Matters

  	
   

  	
  70

  
	
  4.13

  	
   

  	
  ERISA

  	
   

  	
  71

  
	
  4.14

  	
   

  	
  Investment Company Act; Other Regulations

  	
   

  	
  71

  
	
  4.15

  	
   

  	
  Subsidiaries

  	
   

  	
  71

  
	
  4.16

  	
   

  	
  Use of Proceeds

  	
   

  	
  71

  
	
  4.17

  	
   

  	
  Environmental Matters

  	
   

  	
  71

  
	
  4.18

  	
   

  	
  Accuracy of Information, Etc.

  	
   

  	
  72

  
	
  4.19

  	
   

  	
  Security Documents

  	
   

  	
  73

  
	
  4.20

  	
   

  	
  Solvency

  	
   

  	
  74

  
	
  4.21

  	
   

  	
  Senior Indebtedness

  	
   

  	
  74

  
	
  4.22

  	
   

  	
  Regulation H

  	
   

  	
  74

  
	
  4.23

  	
   

  	
  Insurance

  	
   

  	
  74

  
	
  4.24

  	
   

  	
  Real Estate

  	
   

  	
  74

  
	
  4.25

  	
   

  	
  Permits

  	
   

  	
  76

  
	
  4.26

  	
   

  	
  Leases

  	
   

  	
  77

  
	
   

  	
   

  	
   

  	
   

  	
   

  
	
  SECTION 5.

  	
   

  	
  AFFIRMATIVE COVENANTS

  	
   

  	
  77

  
	
  5.1

  	
   

  	
  Financial Statements and Other Reports

  	
   

  	
  77

  
	
  5.2

  	
   

  	
  Certificates and Other Information

  	
   

  	
  78

  
	
  5.3

  	
   

  	
  Payment of Obligations

  	
   

  	
  79

  
	
  5.4

  	
   

  	
  Conduct of Business and Maintenance of
  Existence, Etc.

  	
   

  	
  79

  
	
  5.5

  	
   

  	
  Maintenance of Properties; Leases; Insurance

  	
   

  	
  80

  
	
  5.6

  	
   

  	
  Inspection of Property; Books and Records;
  Discussions

  	
   

  	
  81

  
	
  5.7

  	
   

  	
  Notices

  	
   

  	
  81

  
	
  5.8

  	
   

  	
  Environmental Laws

  	
   

  	
  83

  
	
  5.9

  	
   

  	
  Additional Collateral, Etc.

  	
   

  	
  83

  
	
  5.10

  	
   

  	
  Use of Proceeds

  	
   

  	
  85

  
	
  5.11

  	
   

  	
  ERISA Documents

  	
   

  	
  85

  
	
  5.12

  	
   

  	
  Unrestricted Subsidiaries

  	
   

  	
  86

  
	
  5.13

  	
   

  	
  Interest Rate Protection

  	
   

  	
  86

  
	
  5.14

  	
   

  	
  Maintenance of Rating

  	
   

  	
  86

  
	
  5.15

  	
   

  	
  Further Assurances

  	
   

  	
  86

  
	
  5.16

  	
   

  	
  Post Closing Matters

  	
   

  	
  86

  
	
   

  	
   

  	
   

  	
   

  	
   

  
	
  SECTION 6.

  	
   

  	
  NEGATIVE COVENANTS

  	
   

  	
  86

  
	
  6.1

  	
   

  	
  Financial Covenants

  	
   

  	
  86

  
	
  6.2

  	
   

  	
  Indebtedness

  	
   

  	
  87

  
	
  6.3

  	
   

  	
  Liens

  	
   

  	
  91

  
	
  6.4

  	
   

  	
  Limitation on Fundamental Changes

  	
   

  	
  93

  
	
  6.5

  	
   

  	
  Limitation on Disposition of Property

  	
   

  	
  93

  
	
  6.6

  	
   

  	
  Limitation on Restricted Payments

  	
   

  	
  95

  
	
  6.7

  	
   

  	
  Limitation on Capital Expenditures

  	
   

  	
  97

  
	
  6.8

  	
   

  	
  Limitation on Investments

  	
   

  	
  98

  
	
  6.9

  	
   

  	
  Limitation on Optional Payments and
  Modifications of Indebtedness and Organizational Documents

  	
   

  	
  100

  
	
  6.10

  	
   

  	
  Limitations on Transactions with Affiliates

  	
   

  	
  101

  
	
  6.11

  	
   

  	
  Limitation on Sales and Leasebacks

  	
   

  	
  101

  
	
  6.12

  	
   

  	
  Limitation on Changes in Fiscal Periods

  	
   

  	
  101

  
	
  6.13

  	
   

  	
  Limitation on Negative Pledge Clauses

  	
   

  	
  101

  
	
  6.14

  	
   

  	
  Limitation
  on Restrictions on Subsidiary Distributions, Etc.

  	
   

  	
  102

  



 


ii

















 


	
  6.15

  	
   

  	
  Limitation on Lines of Business

  	
   

  	
  102

  
	
  6.16

  	
   

  	
  Limitation on Hedge Agreements

  	
   

  	
  102

  
	
  6.17

  	
   

  	
  [Omitted]

  	
   

  	
  102

  
	
  6.18

  	
   

  	
  Limitation on Issuance of Preferred Stock

  	
   

  	
  102

  
	
  6.19

  	
   

  	
  Maintenance of Restricted Payments Basket for
  NCM Liabilities

  	
   

  	
  102

  
	
   

  	
   

  	
   

  	
   

  	
   

  
	
  SECTION 7.

  	
   

  	
  EVENTS OF DEFAULT

  	
   

  	
  103

  
	
  7.1

  	
   

  	
  Events of Default

  	
   

  	
  103

  
	
   

  	
   

  	
   

  	
   

  	
   

  
	
  SECTION 8.

  	
   

  	
  AGENTS

  	
   

  	
  106

  
	
  8.1

  	
   

  	
  Appointment of Agents

  	
   

  	
  106

  
	
  8.2

  	
   

  	
  Powers and Duties

  	
   

  	
  107

  
	
  8.3

  	
   

  	
  General Immunity

  	
   

  	
  107

  
	
  8.4

  	
   

  	
  Agents Entitled to Act as Lender

  	
   

  	
  108

  
	
  8.5

  	
   

  	
  Lenders’ Representations, Warranties and
  Acknowledgment

  	
   

  	
  108

  
	
  8.6

  	
   

  	
  Right to Indemnity

  	
   

  	
  108

  
	
  8.7

  	
   

  	
  Successor Administrative Agent

  	
   

  	
  109

  
	
  8.8

  	
   

  	
  Security Documents and Guaranty

  	
   

  	
  110

  
	
   

  	
   

  	
   

  	
   

  	
   

  
	
  SECTION 9.

  	
   

  	
  MISCELLANEOUS

  	
   

  	
  110

  
	
  9.1

  	
   

  	
  Notices

  	
   

  	
  110

  
	
  9.2

  	
   

  	
  Expenses

  	
   

  	
  112

  
	
  9.3

  	
   

  	
  Indemnity

  	
   

  	
  113

  
	
  9.4

  	
   

  	
  Set-Off

  	
   

  	
  114

  
	
  9.5

  	
   

  	
  Amendments and Waivers

  	
   

  	
  115

  
	
  9.6

  	
   

  	
  Successors and Assigns; Participations

  	
   

  	
  117

  
	
  9.7

  	
   

  	
  Independence of Covenants

  	
   

  	
  121

  
	
  9.8

  	
   

  	
  Survival of Representations, Warranties and
  Agreements

  	
   

  	
  121

  
	
  9.9

  	
   

  	
  No Waiver; Remedies Cumulative

  	
   

  	
  122

  
	
  9.10

  	
   

  	
  Marshalling; Payments Set Aside

  	
   

  	
  122

  
	
  9.11

  	
   

  	
  Severability

  	
   

  	
  122

  
	
  9.12

  	
   

  	
  Obligations Several; Independent Nature of
  Lenders’ Rights

  	
   

  	
  122

  
	
  9.13

  	
   

  	
  Headings

  	
   

  	
  122

  
	
  9.14

  	
   

  	
  APPLICABLE LAW

  	
   

  	
  122

  
	
  9.15

  	
   

  	
  CONSENT TO JURISDICTION

  	
   

  	
  122

  
	
  9.16

  	
   

  	
  WAIVER OF JURY TRIAL

  	
   

  	
  123

  
	
  9.17

  	
   

  	
  Confidentiality

  	
   

  	
  123

  
	
  9.18

  	
   

  	
  Usury Savings Clause

  	
   

  	
  124

  
	
  9.19

  	
   

  	
  Counterparts

  	
   

  	
  124

  
	
  9.20

  	
   

  	
  Patriot Act

  	
   

  	
  125

  
	
  9.21

  	
   

  	
  Integration

  	
   

  	
  125

  
	
  9.22

  	
   

  	
  Release of Collateral and Guaranty Obligations

  	
   

  	
  125

  
	
  9.23

  	
   

  	
  Effectiveness

  	
   

  	
  126

  
	
  9.24

  	
   

  	
  Existing
  Agreements Superseded

  	
   

  	
  126

  



 


iii

















 


	
  APPENDICES:

  	
   

  	
  A-1

  	
   

  	
  Existing Term Loans and Existing Revolving Loans

  
	
   

  	
   

  	
  A-2

  	
   

  	
  Revolving Commitments

  
	
   

  	
   

  	
  B

  	
   

  	
  Notice Addresses

  
	
   

  	
   

  	
   

  	
   

  	
   

  
	
  SCHEDULES:

  	
   

  	
  1.1

  	
   

  	
  Existing Letters of Credit

  
	
   

  	
   

  	
  1.1A

  	
   

  	
  Unrestricted Subsidiaries as of the Closing Date

  
	
   

  	
   

  	
  4.3

  	
   

  	
  Corporate Existence and Good Standing

  
	
   

  	
   

  	
  4.4

  	
   

  	
  Consents, Authorizations, Filings and Notices

  
	
   

  	
   

  	
  4.6

  	
   

  	
  Litigation

  
	
   

  	
   

  	
  4.9(b)

  	
   

  	
  Trademarks, Service Marks and Trade Names

  
	
   

  	
   

  	
  4.9(c)

  	
   

  	
  Patents

  
	
   

  	
   

  	
  4.9(d)

  	
   

  	
  Copyrights

  
	
   

  	
   

  	
  4.9(e)

  	
   

  	
  Intellectual Property Licenses

  
	
   

  	
   

  	
  4.15

  	
   

  	
  Subsidiaries

  
	
   

  	
   

  	
  4.17

  	
   

  	
  Environmental Matters

  
	
   

  	
   

  	
  4.19(a)

  	
   

  	
  UCC Filing Jurisdictions — Collateral

  
	
   

  	
   

  	
  4.19(b)

  	
   

  	
  Existing Mortgages

  
	
   

  	
   

  	
  4.24(a)

  	
   

  	
  Real Estate Assets

  
	
   

  	
   

  	
  4.24(g)

  	
   

  	
  Structural Defects

  
	
   

  	
   

  	
  4.24(h)

  	
   

  	
  Real Estate Transfer Rights

  
	
   

  	
   

  	
  4.26(b)

  	
   

  	
  Lease Defaults

  
	
   

  	
   

  	
  5.9(b)

  	
   

  	
  Title Insurance Requirements

  
	
   

  	
   

  	
  5.16

  	
   

  	
  Post Closing Matters

  
	
   

  	
   

  	
  6.2(d)

  	
   

  	
  Existing Indebtedness

  
	
   

  	
   

  	
  6.3(f)

  	
   

  	
  Existing Liens

  
	
   

  	
   

  	
   

  	
   

  	
   

  
	
  EXHIBITS:

  	
   

  	
  A-1

  	
   

  	
  Funding Notice

  
	
   

  	
   

  	
  A-2

  	
   

  	
  Conversion/Continuation Notice

  
	
   

  	
   

  	
  A-3

  	
   

  	
  Issuance Notice

  
	
   

  	
   

  	
  B-1

  	
   

  	
  Term Loan Note

  
	
   

  	
   

  	
  B-2

  	
   

  	
  Revolving Loan Note

  
	
   

  	
   

  	
  C

  	
   

  	
  Compliance Certificate

  
	
   

  	
   

  	
  D

  	
   

  	
  Assignment Agreement

  
	
   

  	
   

  	
  E

  	
   

  	
  Certificate Re Non Bank Status

  
	
   

  	
   

  	
  F-1

  	
   

  	
  Closing Date Certificate

  
	
   

  	
   

  	
  F-2

  	
   

  	
  Solvency Certificate

  
	
   

  	
   

  	
  G-1

  	
   

  	
  Guaranty and Collateral Agreement

  
	
   

  	
   

  	
  G-2

  	
   

  	
  Guaranty and Pledge Agreement

  
	
   

  	
   

  	
  G-3

  	
   

  	
  Parent Guaranty

  
	
   

  	
   

  	
  H

  	
   

  	
  New Mortgage

  
	
   

  	
   

  	
  I

  	
   

  	
  Intercompany Note

  



 


iv

















 


SIXTH
AMENDED AND RESTATED CREDIT AGREEMENT


 


This SIXTH AMENDED AND
RESTATED CREDIT AGREEMENT, dated as of May 19, 2010 (as amended, restated,
supplemented or otherwise modified from time to time, this “Agreement”), by and among REGAL CINEMAS
CORPORATION, a Delaware corporation (“Borrower”),
the Lenders party hereto from time to time, CREDIT SUISSE AG, CAYMAN ISLANDS
BRANCH, as administrative agent (together with its permitted successors in such
capacity, the “Administrative Agent”)
and as Issuing Bank, and CREDIT SUISSE SECURITIES (USA) LLC (“CS Securities”), as joint lead arranger and joint  bookrunner, BARCLAYS CAPITAL, the investment
banking division of Barclays Bank PLC (“Barclays Capital”),
as joint lead arranger and joint bookrunner, BANC OF AMERICA SECURITIES LLC (“BOAS”), as joint bookrunner and co-documentation agent and
DEUTSCHE BANK SECURITIES INC. (“DBS”), as joint
bookrunner and co-documentation agent (CS Securities, Barclays Capital, BOAS
and DBS, in such capacities, the “Arrangers”),
amends and restates in full the Fifth Amended and Restated Credit Agreement,
dated as of October 27, 2006 (as amended by the First Amendment, dated as
of January 20, 2009 and as otherwise amended, restated, supplemented or
otherwise modified from time to time to the date hereof, the “Fifth Restated Credit Agreement”), which
Fifth Restated Credit Agreement amended and restated in full the Fourth Amended
and Restated Credit Agreement, dated as of May 10, 2004 (as amended,
restated, supplemented or otherwise modified from time to time to the date of
the Fifth Restated Credit Agreement, the “Fourth
Restated Credit Agreement”), which Fourth Restated Credit Agreement
amended and restated in full the Third Amended and Restated Credit Agreement,
dated as of August 27, 2003 (as amended, restated, supplemented or
otherwise modified from time to time to the date of the Fourth Restated Credit
Agreement, the “Third Restated Credit Agreement”),
which Third Restated Credit Agreement amended and restated in full the Second
Amended and Restated Credit Agreement, dated as of June 6, 2003 (as
amended, restated, supplemented or otherwise modified from time to time to the
date of the Third Restated Credit Agreement, the “Second Restated Credit Agreement”), which Second Restated
Credit Agreement amended and restated in full the Amended and Restated Credit
Agreement, dated as of August 12, 2002 (as amended, restated, supplemented
or otherwise modified from time to time to the date of the Second Restated
Credit Agreement, the “Restated Credit
Agreement”), which Restated Credit Agreement amended and restated in
full the Credit Agreement, dated as of January 29, 2002 (as amended,
restated, supplemented or otherwise modified from time to time to the date of
the Restated Credit Agreement, the “Original
Credit Agreement” and, together with the Fifth Restated Credit
Agreement, the Fourth Restated Credit Agreement, the Third Restated Credit Agreement,
the Second Restated Credit Agreement and the Restated Credit Agreement, the “Prior Credit Agreements”,).


 


RECITALS


 


WHEREAS, undefined
capitalized terms used in these recitals shall have the respective meanings set
forth for such terms in Section 1.1 hereof;


 


WHEREAS, the parties hereto
have agreed to amend and restate the Fifth Restated Credit Agreement on the
terms set forth herein;


 


WHEREAS, Borrower has agreed
to secure all of its Obligations by granting to Administrative Agent, for the
benefit of Secured Parties, a First Priority Lien on certain of its real
property assets and substantially all of its personal property assets,
including a pledge of all of the Capital Stock of each of its Domestic
Subsidiaries and Foreign Subsidiaries (other than Excluded Foreign
Subsidiaries) and 65% of all the Capital Stock of each of its Excluded Foreign
Subsidiaries;


 


1

















 


WHEREAS, Guarantors have
agreed to guarantee the obligations of Borrower hereunder and to secure their
respective Obligations by granting to Administrative Agent, for the benefit of
Secured Parties, a First Priority Lien on certain real property assets and
substantially all of their respective personal property assets, including a
pledge of all of the Capital Stock of each of their respective Domestic
Subsidiaries and Foreign Subsidiaries (other than Excluded Foreign Subsidiaries)
and 65% of all the Capital Stock of each of their respective Excluded Foreign
Subsidiaries;


 


WHEREAS, Holdings has agreed
to guarantee the obligations of Borrower hereunder, on a limited-recourse
basis, and to secure its obligations by granting to Administrative Agent, for
the benefit of the Secured Parties, a First Priority Lien on all of the Capital
Stock of Borrower;


 


WHEREAS, Parent has agreed
to guarantee the obligations of Borrower hereunder;


 


WHEREAS, the Fifth Restated
Credit Agreement is being amended and restated on and subject to the terms and
conditions set forth herein, and this Agreement is made in renewal, amendment,
restatement and modification of, but not in extinguishment or novation of, the
obligations under the Fifth Restated Credit Agreement.


 


NOW, THEREFORE, in
consideration of the premises and the agreements, provisions and covenants
herein contained, the parties hereto agree as follows:


 


SECTION 1.        DEFINITIONS AND INTERPRETATION


 


1.1          Definitions.  The following terms used
herein, including in the preamble, recitals, exhibits and schedules hereto,
shall have the following meanings:


 


“Acquired Indebtedness” means Indebtedness (i) assumed by
Borrower or any of its Restricted Subsidiaries in connection with a Permitted
Acquisition that does not result in the creation of a new Restricted
Subsidiary, (ii) of a Person that becomes a Restricted Subsidiary in connection
with a Permitted Acquisition or in connection with a contribution of a Person
as a capital contribution to Borrower or any Restricted Subsidiary, or (iii) of
an Unrestricted Subsidiary at the time it becomes a Restricted Subsidiary.


 


“Adjusted Eurodollar Rate” means, for any
Interest Rate Determination Date with respect to an Interest Period, the rate
per annum obtained by dividing (i) (a) the rate per annum determined
by the Administrative Agent at approximately 11:00 a.m. (London time) on
such Interest Rate Determination Date by reference to the British Bankers’ Association
Interest Settlement Rates for deposits in Dollars (as set forth by any service
selected by the Administrative Agent that has been nominated by the British
Bankers’ Association as an authorized information vendor for the purpose of
displaying such rates) for a period equal to such Interest Period or (b) in
the event the rate referenced in the preceding clause (a) is not ascertainable
pursuant to the provisions of the foregoing clause (a), the rate per annum
determined by the Administrative Agent to be the average of the rates per annum
at which deposits in Dollars are offered for such relevant Interest Period to
major banks in the London interbank market in London, England by the
Administrative Agent at approximately 11:00 a.m. (London time) on such
Interest Rate Determination Date , by (ii) an amount equal to (a) one
minus (b) the Applicable
Reserve Requirement.


 


“Administrative Agent” as defined in the preamble hereto.


 


“Affected Lender” as defined in Section 2.17(b).


 


2
















 


“Affected Loans” as defined in Section 2.17(b).


 


“Affiliate” means, as applied to any Person, any other Person
directly or indirectly controlling, controlled by, or under common control
with, that Person.  For the purposes of
this definition, “control” (including, with correlative meanings, the terms “controlling,”
“controlled by” and “under common control with”), as applied to any Person,
means the possession, directly or indirectly, of the power (i) to vote 10%
or more of the Securities having ordinary voting power for the election of
directors of such Person, or (ii) to direct or cause the direction of the
management and policies of that Person, whether through the ownership of voting
securities or by contract or otherwise.


 


“Agent” means each of the Arrangers and Administrative Agent.


 


“Aggregate Amounts Due” as defined in Section 2.16.


 


“Agreement” as defined in the preamble hereto.


 


“Applicable Margin” means (i) with respect to Term Loans (other than New
Term Loans) a percentage, per annum, determined by reference to the Consolidated
Leverage Ratio (calculated on a pro forma basis to give effect to all New Term
Loans drawn since the most recent calculation of the Consolidated Leverage
Ratio, any repayments of Indebtedness made with such New Term Loans and any use
of the proceeds of such New Term Loans for Permitted Acquisitions) in effect
from time to time as set forth below, (ii) with
respect to Revolving Loans, a percentage, per annum, determined by reference to
the Consolidated Leverage Ratio (calculated on a pro forma basis to give effect
to all New Term Loans drawn since the most recent calculation of the
Consolidated Leverage Ratio, any repayments of Indebtedness made with such New
Term Loans and any use of the proceeds of such New Term Loans for Permitted
Acquisitions) in effect from time to time as set forth below and (iii) with
respect to Loans that are New Term Loans, the Applicable Margin shall be as
provided for in the Joinder Agreement relating to the New Term Loan Commitment
in respect of such New Term Loan.


 


	
  Consolidated

  Leverage 

  Ratio

  	
   

  	
  Applicable 

  Margin for 

  Eurodollar

  Rate

  Revolving

  Loans

  	
   

  	
  Applicable 

  Margin for 

  ABR Rate

  Revolving

  Loans

  	
   

  	
  Applicable 

  Margin for 

  Eurodollar

  Rate

  Term Loans

  	
   

  	
  Applicable 

  Margin for 

  ABR Rate

  Term Loans

  
	
  > 3.00:1.00

  	
   

  	
  3.75%

  	
   

  	
  2.75

  	
   

  	
  3.75%

  	
   

  	
  2.75

  
	
  < 3.00:1.00

  	
   

  	
  3.50%

  	
   

  	
  2.50

  	
   

  	
  3.50%

  	
   

  	
  2.50

  



 


No change in the Applicable
Margin shall be effective until three Business Days after the date on which
Administrative Agent shall have received the applicable financial statements and
a Compliance Certificate calculating the Consolidated Leverage Ratio; provided that notwithstanding the foregoing, a change in the
Applicable Margin as a result of a change to the Consolidated Leverage Ratio
resulting from the pro forma effect of a drawing of New Term Loans as provided
above shall be given effect one Business Day following any such drawing of New
Term Loans.  At any time Borrower has not
submitted to Administrative Agent the applicable information as and when required,
the Applicable Margin shall be determined as if the Consolidated Leverage Ratio
were in excess of 3.00:1.00.  Promptly
after receipt of the applicable information under 


 


3

















 


Section 5.2(b),
Administrative Agent shall give each Lender notice of the Applicable Margin in
effect from such date.  As of the Closing
Date, the Applicable Margin shall be determined according to the Consolidated
Leverage Ratio as of the last day of the 1st Fiscal
Quarter of 2010.


 


“Applicable Reserve Requirement” means, at any time, for any
Eurodollar Rate Loan, the maximum rate, expressed as a decimal, at which
reserves (including any basic marginal, special, supplemental, emergency or
other reserves) are required to be maintained with respect thereto against “Eurocurrency
liabilities” (as such term is defined in Regulation D) under regulations issued
from time to time by the Board of Governors of the Federal Reserve System or
other applicable banking regulator. 
Without limiting the effect of the foregoing, the Applicable Reserve
Requirement shall reflect any other reserves required to be maintained by such
member banks with respect to (i) any category of liabilities that includes
deposits by reference to which the applicable Adjusted Eurodollar Rate or any
other interest rate of a Loan is to be determined, or (ii) any category of
extensions of credit or other assets that include Eurodollar Rate Loans.  A Eurodollar Rate Loan shall be deemed to
constitute Eurocurrency liabilities and as such shall be deemed subject to
reserve requirements without benefits of credit for proration, exceptions or offsets
that may be available from time to time to the applicable Lender.  The rate of interest on Eurodollar Rate Loans
shall be adjusted automatically on and as of the effective date of any change
in the Applicable Reserve Requirement.


 


“Arrangers” as defined in the preamble hereto.


 


“Asset Sale” means any Disposition of Property or series of
related Dispositions of Property (excluding any such Disposition permitted by
clause (a), (b), (c) or (d) or (i) of Section 6.5)
that yields gross proceeds to Borrower or any of its Restricted Subsidiaries
(in the case of noncash proceeds consisting of notes or other debt securities,
valued at the initial principal amount thereof, and in the case of other
noncash proceeds, valued at fair market value as reasonably determined by
Borrower, or, if requested by Administrative Agent, determined by a reputable,
independent third party reasonably satisfactory to Administrative Agent and
paid for by Borrower) in excess of $5,000,000.


 


“Assignment Agreement” means an Assignment and Assumption
Agreement substantially in the form of Exhibit D, with such
amendments or modifications as may be approved by Administrative Agent.


 


“Authorized Officer” means, as applied to any Person, any
individual holding the position of chairman of the board (if also an officer),
chief executive officer, president or one of its vice presidents (or the
equivalent thereof), chief financial officer or treasurer.


 


“Bankruptcy Code” means Title 11 of the United States Code
entitled “Bankruptcy,” as now and hereafter in effect, or any successor
statute.


 


“Base Rate” means, for any day, a rate per annum equal to the
greatest of (i) the Prime Rate in effect on such day, (ii) the
Federal Funds Effective Rate in effect on such day plus 1⁄2 of 1% and (iii) the Adjusted Eurodollar Rate
then in effect for Eurodollar Rate Loans with an Interest Period of one month
plus 1%; provided that, for the avoidance of doubt, the Adjusted Eurodollar
Rate for any day shall be based on the rate determined on such day at
approximately 11 a.m. (London time) by reference to the British Bankers’
Association Interest Settlement Rates for deposits in dollars (as set forth by
any service selected by the Administrative Agent that has been nominated by the
British Bankers’ Association as an authorized vendor for the purpose of displaying
such rates).  Any change in the Base Rate
due to a change in the Prime Rate or the Federal


 


4

















 


Funds
Effective Rate or the Adjusted Eurodollar Rate shall be effective on the
effective day of such change in the Prime Rate or the Federal Funds Effective
Rate or the Adjusted Eurodollar Rate, respectively.


 


“Base Rate Loan” means a Loan bearing interest at a rate
determined by reference to the Base Rate.


 


“Beneficiary” means each Agent, Issuing Bank, Lender and Lender
Counterparty.


 


“Borrower” as defined in the preamble hereto.


 


“Borrower Affiliated Group” as defined in Section 6.6(f).


 


“Business Day” means (i) any day excluding Saturday,
Sunday and any day that is a legal holiday under the laws of the State of New
York or is a day on which banking institutions located in such state are
authorized or required by law or other governmental action to close, and (ii) with
respect to all notices, determinations, fundings and payments in connection
with the Adjusted Eurodollar Rate or any Eurodollar Rate Loans, the term “Business Day” shall mean any day that is a
Business Day described in clause (i) and that is also a day for trading by
and between banks in Dollar deposits in the London interbank market.


 


“Capital Expenditures” means, for any period, with respect to
any Person, the aggregate of all expenditures made by such Person and its
Subsidiaries, on a consolidated basis, for the acquisition or leasing (pursuant
to a capital lease) of fixed or capital assets or additions to equipment
(including replacements, capitalized repairs and improvements during such
period) that should be capitalized under GAAP on a consolidated balance sheet
of such Person and its Subsidiaries; provided that expenditures for the
acquisition of Digital Cinema Equipment that is intended in good faith and
reasonably expected to be sold or contributed to a DCIP Entity under a DCIP
Investment Transaction shall not constitute Capital Expenditures except to the
extent any such Digital Cinema Equipment that has not been so sold or
contributed, shall at any time cease to be intended in good faith or reasonably
expected to be so sold or contributed (in which case, such expenditures (to the
extent constituting Capital Expenditures without giving effect to this proviso)
shall at such time be deemed to be Capital Expenditures made as at such time).


 


“Capital Lease Obligations” means, as to any Person, the
obligations of such Person to pay rent or other amounts under any (i) lease
of (or other arrangement conveying the right to use) real or personal property,
or a combination thereof, which obligations are required to be classified and
accounted for as capital leases on a balance sheet of such Person under GAAP,
and, for the purposes of this Agreement, the amount of such obligations at any
time shall be the capitalized amount thereof at such time determined in
accordance with GAAP and (ii) any lease financing arrangements set forth
on the balance sheet of such Person other than EITF 97-10 Capital Lease
Obligations.


 


“Capital Stock” means any and all shares, interests,
participations or other equivalents (however designated) of capital stock of a
corporation, any and all equivalent ownership interests in a Person (other than
a corporation), including partnership interests and membership interests, and
any and all warrants, rights or options to purchase (other than convertible or
exchangeable Indebtedness that is not otherwise capital stock) or other
arrangements or rights to acquire any of the foregoing.


 


“Cash” means money, currency or a credit balance in any Deposit
Account.


 


5

















 


“Cash Equivalents” means, as at any date of determination, (a) marketable
direct obligations issued by, or unconditionally guaranteed by, the United
States government or any agency thereof and backed by the full faith and credit
of the United States, in each case maturing within one year from the date of
acquisition; (b) certificates of deposit, time deposits, eurodollar time
deposits or overnight bank deposits having maturities of six months or less
from the date of acquisition issued by any Lender (other than a Lender that,
at the time of such acquisition, was a Defaulting Lender) or by any
commercial bank organized under the laws of the United States of America or any
state thereof having combined capital and surplus of not less than
$500,000,000; (c) commercial paper of an issuer rated at least “A-1” by
S&P or “P-1” by Moody’s, or carrying an equivalent rating by a nationally
recognized rating agency if both of the two named rating agencies cease
publishing ratings of commercial paper issuers generally, and maturing within
six months from the date of acquisition; (d) repurchase obligations of any
Lender (other than a Lender that, at the time of such acquisition, was a Defaulting
Lender) or of any commercial bank satisfying the requirements of clause (b) of
this definition, having a term of not more than 30 days with respect to
securities issued or fully guaranteed or insured by the United States
government; (e) securities with maturities of one year or less from the
date of acquisition issued or fully guaranteed by any state, commonwealth or
territory of the United States, by any political subdivision or taxing
authority of any such state, commonwealth or territory or by any foreign
government, the securities of which state, commonwealth, territory, political
subdivision, taxing authority or foreign government (as the case may be) are
rated at least “A” by S&P or “A” by Moody’s; (f) securities with
maturities of six months or less from the date of acquisition backed by standby
letters of credit issued by any Lender (other than a Lender that,
at the time of such acquisition, was a Defaulting Lender) or any
commercial bank satisfying the requirements of clause (b) of this
definition; or (g) shares of money market mutual or similar funds that
invest at least 95% of their assets in securities satisfying the requirements
of clauses (a) through (f) of this definition.


 


“CERCLA” means the Comprehensive Environmental Response,
Compensation, and Liability Act of 1980, as amended.


 


“Certificate Re Non-Bank Status” means a certificate
substantially in the form of Exhibit E.


 


“Class” means (i) with respect to Lenders, each of the
following classes of Lenders:  (a) Lenders
having Term Loan Exposure and (b) Lenders having Revolving Loan Exposure,
and (ii) with respect to Loans, each of the following classes of
Loans:  (a) Term Loans and (b) Revolving
Loans.


 


“Closing Date” means the date on which this Agreement becomes
effective.


 


“Closing Date Certificate” means a certificate substantially in
the form of Exhibit F-1.


 


“Closing Date Projections” as defined in Section 4.1(b).


 


“Closing Date Transactions” means (i) the execution,
delivery and performance on the Closing Date by the Loan Parties of the Loan
Documents to which they are party, (ii) the payment of related fees and
expenses, (iii) the continuation of Existing Term Loans as Term Loans hereunder
pursuant to Section 1.5, (iv) the termination of the Existing
Revolving Commitments and replacement of any Existing Revolving Loans, (v) the
effectiveness of the Revolving Commitments hereunder and (vi) the deemed
issuance of Existing Letters of Credit as Letters of Credit issued hereunder
pursuant to Sections 1.6 and 2.3(h).


 


6

















 


“Code” means the Internal Revenue Code of 1986, as amended.


 


“Collateral” means, collectively, all of the real, personal and
mixed property (including Capital Stock) in which Liens are purported to be
granted pursuant to the Security Documents as security for the Obligations.


 


“Commitment” means any Revolving Commitment or Term Loan
Commitment.


 


“Commonly-Controlled Entity” means an entity, whether or not
incorporated, that is under common control with Borrower within the meaning of Section 4001
of ERISA, or is part of a group that includes Borrower and that is treated as a
single employer under Section 414 of the Code or of which Borrower is a
general partner.


 


“Compliance Certificate” means a certificate substantially in
the form of Exhibit C.


 


“Confidential Information Memorandum” means the Confidential
Information Memorandum dated May, 2010 and furnished to Lenders.


 


“Consolidated Adjusted Debt” means, as of the last day of any
period, the sum of (a) Funded Debt of Borrower and its Restricted
Subsidiaries as of such date, determined according to the face or principal
amount thereof, based on the amount owing under the applicable Contractual
Obligation (without regard to any election by the Borrower, Parent, Holdings or
any other Person to measure an item of Indebtedness using fair value or any
other discount to par that may be applicable under GAAP) on a consolidated
basis with respect to the Borrower and its Subsidiaries, in accordance with
consolidation principles utilized in GAAP, less the amount
of unrestricted and unencumbered Cash and Cash Equivalents of Borrower and its
Restricted Subsidiaries as of such date (provided that,
Cash and Cash Equivalents subject to Liens granted under the Security Documents
shall not be deemed to be restricted or encumbered as a result thereof) and (b) the
product of 8 times Consolidated Lease Expense for such period.


 


“Consolidated Adjusted Interest Coverage Ratio” means, for any
period, the ratio of (a) Consolidated EBITDAR of Borrower and its
Restricted Subsidiaries for such period, to (b) the sum of (i) Consolidated
Interest Expense of Borrower and its Restricted Subsidiaries for such period (provided that, Consolidated Interest
Expense shall be calculated on a pro forma basis
to give effect to Indebtedness incurred during such period to finance Permitted
Acquisitions or other acquisitions as if such Indebtedness had been incurred on
the first day of such period), and (ii) Consolidated Lease Expense of
Borrower and its Restricted Subsidiaries for such period.


 


“Consolidated Adjusted Leverage Ratio” means, for any period,
the ratio of (a) Consolidated Adjusted Debt as of the last day of such
period to, (b) Consolidated EBITDAR of Borrower and its Restricted
Subsidiaries for such period.


 


“Consolidated Current Assets” means, as at any date of
determination, the total assets of Borrower and its Restricted Subsidiaries on
a consolidated basis that may properly be classified as current assets in
conformity with GAAP, excluding Cash and Cash Equivalents.


 


“Consolidated Current Liabilities” means, as at any date of
determination, the total liabilities of Borrower and its Restricted
Subsidiaries on a consolidated basis that may properly be classified as current
liabilities in conformity with GAAP, excluding (i) the current portion of
long term debt and (ii) the current portion of any balance sheet
liabilities attributable to NCM Extraordinary Payments.


 


7

















 


“Consolidated EBITDA” means, as to Borrower and its Restricted
Subsidiaries, for any applicable period, the difference of (a) the sum (without
duplication) of (i) Consolidated Net Income of Borrower and its Restricted
Subsidiaries for such period, plus (ii) the
amounts deducted by Borrower and its Restricted Subsidiaries in determining
such Consolidated Net Income for such period representing (s) noncash
noncontrolling minority interest expense, (t) noncash charges (including
noncash Consolidated Lease  Expense and
noncash theatre closing costs), amortization (including amortization of
deferred financing fees), depreciation, noncash restructuring charges or
reserves, and other noncash reserves and nonrecurring charges, (u) all federal,
state and local taxes (whether paid in cash or deferred) computed on the basis
of income, (v) Consolidated Interest Expense and noncash interest expense,
(w) expenses or charges incurred in connection with the issuance of debt
or equity securities, and up-front fees paid with respect to credit facilities
provided by banks and other financial institutions, (x) Transaction Costs
and other one-time fees, costs and expenses (including legal fees and costs) in
connection with the Closing Date Transactions and actions related thereto
(including obtaining title insurance, making filings and recordings of mortgages,
deeds of trust, financing statements and other actions contemplated by the Loan
Documents), (y) expenses or charges incurred in connection with real
estate financings consummated during such period, and (z) fees and
expenses paid in connection with Permitted Acquisitions consummated and
Investments made during such period, minus (b) the
amounts included by Borrower and its Restricted Subsidiaries in determining
such Consolidated Net Income for such period representing (x) noncash
gains (including any gains or income associated with cancellation of
indebtedness), (y) nonrecurring gains, and (z) cash payments made
during such period with respect to noncash charges or reserves included in (a)(ii) above
for a prior period; provided that
(without duplication), “Consolidated EBITDA” for any applicable period shall be
(A) determined on the basis that any Permitted Acquisitions, or other
acquisitions or dispositions of revenue producing assets that were consummated
during such period, were consummated on the first day of such period, (B) determined
on the basis that any designation of a Subsidiary as an Unrestricted Subsidiary
or a Restricted Subsidiary, as the case may be, that occurred during such period
occurred on the first day of such period, and (C) increased or decreased,
as the case may be, to reflect the projected good faith identifiable and
supportable net cost saving or additional net costs, as the case may be,
resulting from any Permitted Acquisition consummated during such period by combining
the operations of such acquisition with the operations of Borrower and its
Restricted Subsidiaries (as determined by Borrower based on reasonable
assumptions and computations set forth in sufficient detail and that are
reasonably acceptable, in substance, to Administrative Agent, which
determination shall be made on each date on which a Compliance Certificate for
such applicable period is delivered, all in compliance with the requirements of
Regulation S-X for a Form S-1 registration statement under the Securities
Act); provided further that, so long as such
net savings or additional net costs will be realizable at any time during such
period, it may be assumed, for the purpose of this clause, that such net cost
savings or additional net costs will be realizable during the entire period.


 


“Consolidated EBITDAR” means, as to Borrower and its Restricted
Subsidiaries for any period, Consolidated EBITDA for such period plus, without duplication, the sum of all
rent expense (calculated by giving effect to the adjustments to the asset base
described in the definition of “Consolidated EBITDA” herein) of Borrower and
its Restricted Subsidiaries for such period.


 


“Consolidated Excess Cash Flow” means, as to Borrower and its
Restricted Subsidiaries for the period commencing on May 1, 2004 and
ending on July 1, 2004 or December 30, 2004, as applicable, and for
each Fiscal Quarter and Fiscal Year thereafter, an amount equal to:  (i) the sum, without duplication, of the
amounts for such period of (a) Consolidated Net Income, (b) Consolidated
Working Capital Adjustment, (c) to the extent deducted in calculating
Consolidated Net Income, expenses, premiums or charges incurred in connection
with the issuance of debt or 


 


8

















 


equity
securities, fees paid in respect of credit facilities provided by banks and
other financial institutions, and one-time fees, costs and expenses (including
legal fees and costs) in connection with the Closing Date Transactions and
actions related thereto (including obtaining title insurance, making filings
and recordings of mortgages, deeds of trust, financing statements, and other actions
contemplated by the Loan Documents), (d) depreciation and amortization
deducted in determining such Consolidated Net Income, and (e) other
noncash charges or losses deducted in determining such Consolidated Net Income,
minus (ii) the sum, without
duplication, of the amounts for such period of (a) voluntary and scheduled
repayments of Consolidated Total Debt (excluding (1) voluntary repayments
of the Loans, and (2) repayments financed with Indebtedness), (b) Capital
Expenditures made with internally-generated cash (net of any proceeds of (x) any
related financings with respect to such expenditures, and (y) any Asset
Sales used to finance such expenditures), and (c) noncash gains included
in determining such Consolidated Net Income.


 


“Consolidated Interest Expense” means, as to Borrower and its
Restricted Subsidiaries for any period, total cash interest expense (including
that attributable to Capital Lease Obligations) of Borrower and its Restricted
Subsidiaries for such period with respect to all outstanding Indebtedness of
Borrower and its Restricted Subsidiaries (including all commissions, discounts
and other fees and charges owed with respect to letters of credit and bankers’
acceptance financing and net costs under (and net payments received under)
Hedge Agreements in respect of interest rates to the extent such net costs (or
net payments) are allocable to such period in accordance with GAAP).


 


“Consolidated Lease Expense” means, for any period, the
aggregate amount of fixed and contingent cash rentals payable by Borrower and
its Restricted Subsidiaries (determined on a consolidated basis in accordance
with GAAP), for such period with respect to leases of real and personal
property; provided that, (i) payments
in respect of Capital Lease Obligations or EITF 97-10 Capital Lease Obligations
or lease obligations in respect of Digital Cinema Equipment owing to any DCIP
Entity shall not constitute Consolidated Lease Expense, (ii) Consolidated
Lease Expense shall be calculated by giving effect to the adjustments to the asset
base described in the definition of “Consolidated EBITDA” herein, and (iii) payments
in respect of Synthetic Lease Obligations shall not constitute Consolidated
Lease Expense.


 


“Consolidated Leverage Ratio” means, as at the last day of any
period of four consecutive Fiscal Quarters, the ratio of (a) Consolidated
Total Debt on such day, to (b) Consolidated EBITDA for such period.


 


“Consolidated Net Income” means, as to Borrower and its
Restricted Subsidiaries for any period, the consolidated net income (or loss)
of Borrower and its Restricted Subsidiaries for such period, determined on a
consolidated basis in accordance with GAAP; provided
that, in calculating such Consolidated Net Income for any period, there shall
be excluded (a) the income (or deficit) of any Restricted Subsidiary
accrued prior to the date it becomes a Restricted Subsidiary or is merged into
or consolidated with Borrower or any of its Restricted Subsidiaries, except as
set forth in clause (A) of the first proviso of the definition of
Consolidated EBITDA, (b) the income (or deficit) of any Person (other than
a Restricted Subsidiary) in which Borrower or any of its Restricted
Subsidiaries has an ownership interest, except to the extent that any such
income is actually received by Borrower or such Restricted Subsidiary in the
form of dividends or similar distributions; notwithstanding the foregoing, all
dividends or similar distributions actually received by Borrower or such
Restricted Subsidiary from NCM shall be included in Consolidated Net Income to
the extent not excluded pursuant to clause (e) below, (c) the
undistributed earnings of any Restricted Subsidiary to the extent that the
declaration or payment of dividends or similar 


 


9

















 


distributions
by such Restricted Subsidiary is not at the time permitted by the terms of any
Contractual Obligation (other than under any Loan Document) or Requirement of
Law applicable to such Restricted Subsidiary, (d) all gains (but not
losses) that 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 and from any cancellation of indebtedness
gains or income) and (e) NCM Extraordinary Payments and taxes relating to
such NCM Extraordinary Payments.


 


“Consolidated Total Debt” means, at any date of determination,
the aggregate principal amount of all Funded Debt of Borrower and its
Restricted Subsidiaries at such date, determined according to the face or
principal amount thereof, based on the amount owing under the applicable
Contractual Obligation (without regard to any election by the Borrower, Parent,
Holdings or any other Person to measure an item of Indebtedness using fair
value or any other discount to par that may be applicable under GAAP) on a
consolidated basis with respect to the Borrower and its Subsidiaries, in
accordance with consolidation principles utilized in GAAP, less the amount of
unrestricted and unencumbered Cash and Cash Equivalents of Borrower and its
Restricted Subsidiaries as of such date (provided that,
Cash and Cash Equivalents subject to Liens granted under the Security Documents
shall not be deemed to be restricted or unencumbered as a result thereof).


 


“Consolidated Working Capital” means, as at any date of
determination, the excess of Consolidated Current Assets over Consolidated
Current Liabilities as at such date.


 


“Consolidated Working Capital Adjustment” means, for any period
on a consolidated basis, the amount (which may be a negative number) by which
Consolidated Working Capital as at the beginning of such period exceeds (or is
less than) Consolidated Working Capital as at the end of such period.


 


“Contingent Obligation” means, as to any Person (the “guaranteeing person”), any obligation of (a) the
guaranteeing person or (b) another Person (including any bank under any
letter of credit) to induce the creation of which the guaranteeing person has
issued a reimbursement, counterindemnity or similar obligation guaranteeing or
in effect guaranteeing any Indebtedness, leases, dividends or other obligations
(the “primary obligations”) of any
other Person (the “primary obligor”)
in any manner, whether directly or indirectly, including any obligation of the
guaranteeing person, whether or not contingent, (i) to purchase any such
primary obligation or any Property constituting direct or indirect security
therefor, (ii) to advance or supply funds (1) for the purchase or
payment of any such primary obligation, or (2) to maintain working capital
or equity capital of the primary obligor or otherwise to maintain the net worth
or solvency of the primary obligor, (iii) to purchase Property, securities
or services primarily for the purpose of assuring the owner of any such primary
obligation of the ability of the primary obligor to make payment of such
primary obligation, or (iv) otherwise to assure or hold harmless the owner
of any such primary obligation against loss in respect thereof; provided that, the term Contingent Obligation
shall not include endorsements of instruments for deposit or collection in the
ordinary course of business.  The amount
of any Contingent Obligation of any guaranteeing person shall be deemed to be
the lower of (a) an amount equal to the stated or determinable amount of
the primary obligation in respect of which such Contingent Obligation is made,
and (b) the maximum amount for which such guaranteeing person may be
liable pursuant to the terms of the instrument embodying such Contingent
Obligation, unless such primary obligation and the maximum amount for which
such guaranteeing person may be liable are not stated or determinable, in which
case the amount of such Contingent Obligation shall be such guaranteeing person’s
maximum reasonably anticipated liability in respect thereof as determined by
Borrower in good faith.


 


10

















 


“Continuing Director” means, as of any date of determination,
any member of the board of directors of Parent who: (1) was a member of
Parent’s board of directors on the Closing Date; (2) was nominated for
election or elected to such board of directors with the approval of a majority
of the Continuing Directors who were members of such board at the time of such
nomination or election; or (3) was nominated for election pursuant to the
provisions of the Amended and Restated Stockholders Agreement, dated May 14,
2002 between Parent and Sponsor as in effect on the Closing Date.


 


“Contractual Obligation” means, as to any Person, any provision
of any security issued by that Person or of any indenture, mortgage, deed of
trust, contract, undertaking, agreement or other instrument to which that
Person is a party or by which it or any of its properties is bound or to which
it or any of its properties is subject.


 


“Control Agreement” as defined in the Guaranty and Collateral
Agreement.


 


“Conversion/Continuation Date” means the effective date of a
continuation or conversion, as the case may be, as set forth in the applicable
Conversion/Continuation Notice.


 


“Conversion/Continuation Notice” means a notice substantially
in the form of Exhibit A-2.


 


“Credit Date” means the date of a Credit Extension.


 


“Credit Extension” means the making of a Loan or the issuing of
a Letter of Credit.


 


“CS” means Credit Suisse AG, Cayman Islands Branch.


 


“CS
Securities” means Credit Suisse Securities (USA) LLC.


 


“DCIP”
means Digital Cinema Implementation Partners, LLC, a Delaware limited liability
company.


 


“DCIP Entity”
means DCIP and its direct and indirect subsidiaries.


 


“DCIP
Investment Transaction” means (x) a capital contribution by the
Borrower or any Restricted Subsidiary (of cash or of Digital Cinema Equipment),
whether directly or indirectly (including, without limitation, through an
Unrestricted Subsidiary), to any DCIP Entity or (y) the sale of Digital
Cinema Equipment of the Borrower or any Restricted Subsidiary to any DCIP
Entity as part of a sale and leaseback transaction with any DCIP Entity for
such equipment in which the Borrower or a Restricted Subsidiary is the lessee,
in each case, in connection with the implementation, maintenance and support of
digital cinema in theaters of the Borrower and its Restricted Subsidiaries; provided that the Borrower is the beneficial owner of no
less than 5% of the ordinary Capital Stock of DCIP at the time of such
contribution or sale.


 


“DCIP Sale
and Leaseback Transaction” as defined in Section 6.11.


 


“Default” means a condition or event that, after notice or
lapse of time or both, would constitute an Event of Default.


 


“Default Excess” means, with respect to any Defaulting Lender
that caused a Funding Default, the excess, if any, of such Defaulting Lender’s
Pro Rata Share of the aggregate 


 


11

















 


outstanding
principal amount of the Loans of all Lenders (calculated as if all Defaulting
Lenders (including such Defaulting Lender) had funded all of their respective
Defaulted Loans) over the aggregate outstanding principal amount of all Loans
of such Defaulting Lender.


 


“Default Period” means, with respect to any Defaulting Lender, (A) the
period commencing on the date of the applicable Funding Default and ending on
the earliest of:  (i) the date on
which all Commitments are cancelled or terminated or the Obligations are
declared or become immediately due and payable, (ii) the date on which (a) the
Default Excess with respect to such Defaulting Lender shall have been reduced
to zero (whether by the funding by such Defaulting Lender of any of its
Defaulted Loans or by the non pro rata
application of any voluntary or mandatory prepayments of the Loans in
accordance with the terms of Section 2.12 or 2.13 or by a
combination thereof), and (b) such Defaulting Lender shall have delivered
to Borrower and Administrative Agent a written reaffirmation of its intention
to honor its obligations hereunder with respect to its Commitments, and (iii) the
date on which Borrower, Administrative Agent and Requisite Lenders waive all
Funding Defaults of such Defaulting Lender in writing and (B) in the case
of any Defaulting Lender that is a Revolving Lender, the period commencing on
the date such Defaulting Lender, or any Person that directly or indirectly
controls such Defaulting Lender, becomes the subject of a proceeding under the
Bankruptcy Code, or any Federal, state or foreign bankruptcy, insolvency,
receivership or similar law or management of which have been taken over by any
Governmental Authority and ending on the date such Defaulting Lender or such Person
is no longer the subject of such proceeding (if any) and such Defaulting Lender
shall have delivered to Borrower and Administrative Agent a written reaffirmation
of its intention to honor its obligations hereunder with respect to its
Commitments.


 


“Defaulted Loan” as defined in the definition of “Defaulting
Lender”.


 


“Defaulting Lender” means (1) any Lender that (x) defaults
in its obligation to fund within three Business Days of the date required to be
funded by it hereunder, unless such obligation is the subject of a bona fide
good faith dispute or (y) notifies the Administrative Agent or a Loan
Party that it does not intend to satisfy any such obligation to fund, any
Revolving Loan or to fund its participation under Section 2.3(e) (in
each case, a “Defaulted Loan” and any such default
or notification, a “Funding Default”);
(2) any Revolving Lender that becomes insolvent or is the subject of a
proceeding under the Bankruptcy Code, or any Federal, state or foreign bankruptcy,
insolvency, receivership or similar law or the assets or management of which
have been taken over by any Governmental Authority or (3) any Revolving
Lender that is controlled (directly or indirectly) by or is a Subsidiary of a
Person that has become insolvent or is the subject of a proceeding under the
Bankruptcy Code, or any Federal, state or foreign bankruptcy, insolvency,
receivership or similar law or the assets or management of which has been taken
over by any Governmental Authority.


 


“Deposit Account” as defined in the UCC.


 


“Derivatives Counterparty” as defined in Section 6.6.


 


“Digital
Cinema Equipment” means digital projectors and related equipment and
software used primarily for digital cinema exhibition.


 


“Discharge of
the Obligations” occurs when (i) the Commitments have
terminated or expired, no Letter of Credit is outstanding (other than Letters
of Credit that have been fully cash collatereralized or supported in full by
another letter of credit, in either case, in a manner satisfactory to the
Issuing Bank) and all Obligations of all Loan Parties (other than obligations
in respect 


 


12

















 


of
Hedge Agreements and indemnification obligations that are then inchoate) have
been paid in full, and (ii) to the extent obligations in respect of Hedge
Agreements are then outstanding, unless otherwise agreed in writing by the
applicable counterparties, no event of default or termination event shall have
occurred and be continuing under any such Hedge Agreements, and no event
described in Section 7.1(f) or 7.1(g) (in respect of Borrower
only) shall have occurred and be continuing.


 


“Disposition” means with respect to any Property, any sale,
lease, sale and leaseback, assignment, conveyance, transfer or other
disposition thereof (including any sale, assignment, conveyance, transfer,
disposition or issuance of Capital Stock of any Restricted Subsidiary or any
sale, assignment, conveyance, transfer or disposition of Capital Stock held by
Borrower or any Restricted Subsidiary); and the terms “Dispose” and “Disposed of” shall have correlative meanings.


 


“Disqualified Stock” means any Capital Stock or other ownership
or profit interest of any of Borrower or its Subsidiaries that any such Person
is or, upon the passage of time or the occurrence of any event may become,
obligated to redeem, purchase, retire, defease or otherwise make any payment in
respect of such Capital Stock in consideration other than additional Capital
Stock (other than Disqualified Stock), if such obligation matures or has the
potential to mature sooner than one year after the repayment in full of all
Obligations hereunder.


 


“Dollars” and the sign “$”
mean the lawful money of the United States of America.


 


“Domestic Subsidiary” means any Restricted Subsidiary organized
under the laws of the United States of America, any state thereof or the
District of Columbia.


 


“EITF 97-10 Capital Lease Obligations” means obligations that
are classified as “Capital Lease Obligations” under generally accepted
accounting principles in the United States of America due to the application of
Emerging Issues Task Force Regulation 97-10, and that, but for such regulation,
would not constitute Capital Lease Obligations.


 


“Eligible Assignee” means (i) any Lender, any Affiliate of
any Lender and any Related Fund (any two or more Related Funds being treated as
a single Eligible Assignee for all purposes hereof), and (ii) any
commercial bank, insurance company, investment or mutual fund or other entity
that is an “accredited investor” (as defined in Regulation D under the
Securities Act) and that extends credit or buys loans as one of its primary
businesses; provided that, no
Affiliate or competitor of Borrower, or Terminated Lender shall be an Eligible
Assignee.  For purposes of this
definition, “competitor” means (x) a Person primarily engaged in the same
Line of Business as Borrower, (y) a Person directly or indirectly
controlled by or under common control with any Person identified in the
preceding clause (x), and (z) a Subsidiary of any Person identified in the
preceding clause (x).


 


“Environmental Claim” means any investigation, notice, notice
of violation, claim, action, suit, proceeding, demand (conditional or otherwise),
by any Governmental Authority or any other Person or any order or directive by
any Governmental Authority, arising (i) pursuant to or in connection with
any actual or alleged violation of any Environmental Law, (ii) in
connection with any Hazardous Material or any actual or alleged Hazardous
Materials Activity, or (iii) in connection with any actual or alleged
damage, injury, threat or harm to health, safety, natural resources or the environment.


 


13
















 


“Environmental Laws” means any and all applicable laws, rules,
orders, regulations, statutes, ordinances, codes, decrees, or other legally
enforceable requirements (including common law) of any international authority,
foreign government, the United States, or any state, local, municipal or other
Governmental Authority, regulating, relating to or imposing liability or standards
of conduct concerning Hazardous Materials Activity, protection of the
environment, human health, or the generation, use, storage, transportation or
disposal of Hazardous Materials, as has been, is now, or may at any time
hereafter be, in effect.


 


“Environmental Permits” means any and all permits, licenses,
approvals, registrations, notifications, exemptions and any other authorization
required under any Environmental Law.


 


“ERISA” means the Employee Retirement Income Security Act of
1974, as amended.


 


“ERISA Affiliate” means, as applied to any Person, (i) any
corporation that is a member of a controlled group of corporations within the
meaning of Section 414(b) of the Code of which that Person is a
member, (ii) any trade or business (whether or not incorporated) that is a
member of a group of trades or businesses under common control within the
meaning of Section 414(c) of the Code of which that Person is a
member, and (iii) any member of an affiliated service group within the
meaning of Section 414(m) or (o) of the Code of which that
Person, any corporation described in clause (i) above or any trade or
business described in clause (ii) above is a member.  Any former ERISA Affiliate of Borrower or any
of its Subsidiaries shall continue to be considered an ERISA Affiliate of
Borrower or any such Subsidiary within the meaning of this definition with
respect to the period such entity was an ERISA Affiliate of Borrower or such Subsidiary
and with respect to liabilities arising after such period for which Borrower or
such Subsidiary could be liable under the Code or ERISA.


 


“ERISA Event” means (i) a “reportable event” within the
meaning of Section 4043(c) of ERISA and the regulations issued
thereunder with respect to any Pension Plan (excluding those for which the
provision for 30 day notice to the PBGC has been waived by regulation), (ii) the
failure to meet the minimum funding standard of Section 412 of the Code
with respect to any Pension Plan (whether or not waived in accordance with Section 412(d) of
the Code) or the failure to make by its due date a required installment under Section 412(m) of
the Code with respect to any Pension Plan or the failure to make any required
contribution to a Multiemployer Plan, (iii) the provision by the
administrator of any Pension Plan pursuant to Section 4041(a)(2) of
ERISA of a notice of intent to terminate such plan in a distress termination described
in Section 4041(c) of ERISA, (iv) the withdrawal by Borrower,
any of its Subsidiaries or any of their respective ERISA Affiliates from any
Pension Plan with two or more contributing sponsors or the termination of any
such Pension Plan resulting in liability to Borrower, any of its Subsidiaries
or any of their respective Affiliates pursuant to Section 4063 or 4064 of
ERISA, (v) the institution by the PBGC of proceedings to terminate any
Pension Plan, or the occurrence of any event or condition which might constitute
grounds under ERISA for the termination of, or the appointment of a trustee to
administer, any Pension Plan, (vi) the imposition of liability on Borrower,
any of its Subsidiaries or any of their respective ERISA Affiliates pursuant to
Section 4062(e) or 4069 of ERISA or by reason of the application of Section 4212(c) of
ERISA, (vii) the withdrawal of Borrower, any of its Subsidiaries or any of
their respective ERISA Affiliates in a complete or partial withdrawal (within
the meaning of Sections 4203 and 4205 of ERISA) from any Multiemployer Plan if
there is any potential liability therefor, or the receipt by Borrower, any of
its Subsidiaries or any of their respective ERISA Affiliates of notice from any
Multiemployer Plan that it is in reorganization or insolvency pursuant to Section 4241
or 4245 of ERISA, or that it intends to terminate or has terminated under Section 4041A
or 4042 of ERISA, (viii) the occurrence of an act or omission which could
give rise to the imposition on Borrower, any of its Subsidiaries or any of
their 


 


14

















 


respective
ERISA Affiliates of fines, penalties, taxes or related charges under Chapter 43
of the Code or under Section 409, Section 502(c), (i) or (l), or
Section 4071 of ERISA in respect of any Employee Benefit Plan, (ix) the
assertion of a material claim (other than routine claims for benefits) against
any Employee Benefit Plan other than a Multiemployer Plan or the assets
thereof, or against Borrower, any of its Subsidiaries or any of their
respective ERISA Affiliates in connection with any Employee Benefit Plan, (x) receipt
from the Internal Revenue Service of notice of the failure of any Pension Plan
(or any other Employee Benefit Plan intended to be qualified under Section 401(a) of
the Code) to qualify under Section 401(a) of the Code, or the failure
of any trust forming part of any Pension Plan to qualify for exemption from
taxation under Section 501(a) of the Code, or (xi) the imposition of
a Lien pursuant to Section 401(a)(29) or 412(n) of the Code or
pursuant to ERISA with respect to any Pension Plan.


 


“Eurodollar Rate Loan” means a Loan bearing interest at a rate
determined by reference to the Adjusted Eurodollar Rate.


 


“Event of Default” means any of the conditions or events set
forth in Section 7.1.


 


“Exchange Act” means the Securities Exchange Act of 1934, as
amended.


 


“Excluded
FATCA Tax” means any tax, assessment or other governmental charge
that would not have been imposed but for a failure by a Lender (or any financial
institution through which any payment is made to such Lender) to comply with
the requirements of FATCA.


 


“Excluded Foreign Subsidiary” means a Foreign Subsidiary in
respect of which either (i) the pledge of all of the Capital Stock of such
Subsidiary as Collateral, or (ii) the guaranteeing by such Subsidiary of
the Obligations, would, in the good faith judgment of Borrower, result in material
adverse tax consequences to Borrower and its Restricted Subsidiaries, taken as
a whole; provided that, a Foreign
Subsidiary that is treated as a pass-through entity for United States federal
income tax purposes shall not be an Excluded Foreign Subsidiary while so
treated.


 


“Excluded NCM
Equity Interests” means Capital Stock of NCM and NCM, Inc., in
each case, owned by the Borrower and its Subsidiaries (i) prior to the
Closing Date or (ii) acquired on or after the Closing Date in a
transaction that does not constitute an Investment (or constitutes an
Investment for no or nominal consideration), including, for the avoidance of
doubt, Capital Stock of NCM and NCM, Inc. acquired or otherwise obtained
under the NCM Unit Adjustment Agreement substantially in the form in effect as
of the date hereof or that constitutes (or is funded pursuant to) an Investment
under Section 6.8(j).


 


“Existing Letters of Credit” means all letters of credit
outstanding under the Fifth Restated Credit Agreement immediately prior to giving
effect to this Agreement, including those described on Schedule 1.1
hereto.


 


“Existing Mortgage” means any mortgage, deed of trust or deed
to secure debt, as applicable, granted as security for all or any of the
obligations under any of the Original Credit Agreement, Restated Credit
Agreement, Second Restated Credit Agreement, Third Restated Credit Agreement,
Fourth Restated Credit Agreement or Fifth Restated Credit Agreement and that is
still in effect on the Closing Date, as the same has been or may be amended,
supplemented or otherwise modified from time to time; provided, however,
that except for purposes of Section 9.22(c), no mortgage, deed of
trust or deed to secure debt that covers any leasehold, but not fee, interest
in any Real Estate Asset shall constitute an Existing Mortgage.


 


15

















 


“Existing
Notes” means (i) the 6.25% convertible senior notes due 2011
issued by Parent and (ii) the 9.375% senior subordinated notes due 2012
issued by the Borrower.


 


“Existing
Revolving Commitments” means the revolving commitments outstanding under
the Fifth Restated Credit Agreement immediately prior to the effectiveness of
this Agreement.


 


“Existing
Revolving Loans” means the revolving loans outstanding under the
Fifth Restated Credit Agreement immediately prior to the effectiveness of this
Agreement, as more particularly described on Appendix A-1.


 


“Existing Term Loans” means the term loans
outstanding under the Fifth Restated Credit Agreement immediately prior to the
effectiveness of this Agreement, as more particularly described on Appendix
A-1.


 


“Existing Title Policy” means each of the mortgagee’s title
insurance policies that were issued pursuant to the terms of the Original
Credit Agreement, the Restated Credit Agreement, the Second Restated Credit
Agreement, the Third Restated Credit Agreement, the Fourth Restated Credit Agreement
or the Fifth Restated Credit Agreement.


 


“Facility” means any real property (including all buildings,
fixtures or other improvements located thereon) now, hereafter or heretofore
owned, leased, operated or used by Borrower or any of its Subsidiaries or any
of their respective predecessors or Affiliates.


 


“FATCA”
means Sections 1471 through 1474 of the Code as of the date hereof and any
Treasury Regulations promulgated thereunder or other official interpretations
thereof.


 


“Federal Funds Effective Rate” means for any day, the rate per
annum equal to the weighted average of the rates on overnight federal funds
transactions with members of the Federal Reserve System arranged by federal
funds brokers on such day, as published by the Federal Reserve Bank of New York
on the Business Day next succeeding such day; provided
that, (i) if such day is not a Business Day, the Federal Funds Rate for
such day shall be such rate on such transactions on the next preceding Business
Day as so published on the next succeeding Business Day, and (ii) if no
such rate is so published on such next succeeding Business Day, the Federal
Funds Rate for such day shall be the average rate charged to Administrative
Agent, in its capacity as a Lender, on such day on such transactions as
determined by Administrative Agent.


 


“Fifth
Restated Credit Agreement” as defined in the preamble hereto.


 


“Final Maturity Date” means the latest to occur of the Term
Loan Maturity Date and the maturity date of each Series or other tranche
of term loans hereunder, if any.


 


“First Priority” means, with respect to any Lien purported to
be created in any Collateral pursuant to any Security Document, that such Lien
is the only Lien to which such Collateral is subject, other than any Permitted
Lien.


 


“Fiscal Quarter” means each fiscal quarter of Borrower.  References herein to a particular Fiscal
Quarter (e.g., “2nd Fiscal
Quarter of 2010” refers to the number of Fiscal Quarters elapsed in a
particular Fiscal Year (including such Fiscal Quarter)).


 


“Fiscal Year” means a fiscal year of Borrower, each of which
shall, subject to any change in accordance with Section 6.12,
commence on the first Friday after December 25, and 


 


16

















 


end
on the first Thursday after the ensuing December 25.  References herein to a particular Fiscal Year
(e.g., “Fiscal Year 2010”), shall
mean the Fiscal Year for which the majority of such period of time occurs
during the identified calendar year.


 


“Flood Hazard Property” means any Real Estate Asset subject to
a Mortgage in favor of Administrative Agent, for the benefit of the Secured
Parties, and located in an area designated by the Federal Emergency Management
Agency as having special flood or mud slide hazards.


 


“Foreign Assets” means assets (other than Persons constituting
Foreign Subsidiaries) acquired by a Foreign Subsidiary in a Permitted
Acquisition or pursuant to Section 6.8(m).


 


“Foreign Subsidiary” means any Subsidiary that is not a
Domestic Subsidiary.


 


“Foreign Subsidiary Investment Basket” means an amount (not
less than zero) equal to $150,000,000, minus
(a) the fair market value (determined at the time of acquisition) of
Foreign Subsidiaries or Foreign Assets acquired pursuant to Section 6.8(f) and
applied to reduce the Foreign Subsidiary Investment Basket as set forth
therein, minus (b) the
aggregate amount of Investments made by Borrower and its Domestic Subsidiaries
in Foreign Subsidiaries or Foreign Assets since the Closing Date (other than
those referred to in clause (a) and those received as a capital
contribution), plus (c) the
aggregate amount of Net Cash Proceeds received by Borrower and its Domestic
Subsidiaries from Dispositions of Foreign Subsidiaries or Foreign Assets since
the Closing Date.


 


“Fourth
Restated Credit Agreement” as defined in the preamble hereto.


 


“Fourth
Restated Credit Agreement Closing Date” means May 10, 2004.


 


“Fund” means any Person (other than a natural person) that is
or will be engaged in making, purchasing, holding or otherwise investing in
commercial loans and similar extensions of credit in the ordinary course.


 


“Funded Debt” means, as to any Person, all Indebtedness of such
Person of the types described in clauses (a) through (e) of the
definition of “Indebtedness” herein.


 


“Funding Default” as defined in the definition of “Defaulting
Lender”.


 


“Funding Notice” means a notice substantially in the form of Exhibit A-1.


 


“GAAP” means, subject to the limitations on the application
thereof set forth in Section 1.2, United States generally accepted
accounting principles in effect as of the date of determination thereof.


 


“Governmental Acts” means any act or omission, whether rightful
or wrongful, of any present or future de jure or de facto government or
Governmental Authority.


 


“Governmental Authority” means any federal, state, municipal,
national or other government, governmental department, commission, board,
bureau, court, agency or instrumentality or political subdivision thereof or
any entity or officer exercising executive, legislative, judicial, regulatory
or administrative functions of or pertaining to any government or any court, in
each case whether associated with a state of the United States, the United
States, or a foreign entity or government.


 


17

















 


“Governmental Authorization” means any permit, license,
authorization, plan, directive, consent order or consent decree of or from any
Governmental Authority.


 


“Guarantied Obligations” as defined in the Guaranty and
Collateral Agreement.


 


“Guarantor” means each Restricted Subsidiary, other than (i) any
Excluded Foreign Subsidiary, (ii) Green Hills Commons, LLC and (iii) the
UA Subsidiaries (solely when the UA Pass-Through Certificates Restriction is in
effect).


 


“Guaranty” means the guaranty of each Guarantor set forth in
the Guaranty and Collateral Agreement.


 


“Guaranty and Collateral Agreement” means the Second Amended
and Restated Guaranty and Collateral Agreement, dated as of the Closing Date
and executed by Borrower and each Guarantor, substantially in the form of Exhibit G-1,
as it may be amended, restated, supplemented or otherwise modified from time to
time.


 


“Guaranty and Pledge Agreement” means the Amended and Restated
Limited Guaranty and Pledge Agreement, dated as of the Closing Date and
executed by Holdings, substantially in the form of Exhibit G-2, as
it may be amended, restated, supplemented or otherwise modified from time to
time.


 


“Hazardous Materials” means any chemical, material, substance or waste,
exposure to which is prohibited, limited or regulated by any Governmental
Authority, or that is defined or included as “hazardous” or “toxic,” or as a “pollutant”
or “contaminant,” in or under any Environmental Law (including any “hazardous
substance,” as defined in CERCLA, and any “hazardous waste,” as defined in the
Resource Conservation and Recovery Act of 1976, as amended), or that poses or
could pose a hazard to the health and safety of the owners, occupants or any
Persons in the vicinity of any Facility or to the indoor or outdoor
environment, and in any event including any petroleum or petroleum product,
asbestos or asbestos-containing material, polychlorinated biphenyls, fungus or
mold.


 


“Hazardous Materials Activity” means any past, current, proposed or threatened activity,
event or occurrence involving any Hazardous Materials, including the use,
manufacture, possession, storage, holding, presence, existence, location,
Release, threatened Release, discharge, placement, generation, transportation,
processing, construction, treatment, abatement, removal, remediation, disposal,
disposition or handling of any Hazardous Materials, and any corrective action
or response action required under an Environmental Law with respect to any of
the foregoing.


 


“Hedge Agreement” an Interest Rate Agreement entered into
between Borrower and any Lender Counterparty that has been designated as a
Hedge Agreement by such Lender Counterparty and Borrower, by notice to
Administrative Agent not later than 90 days after the execution and delivery
thereof by Borrower (including, without limitation, any such agreement that was
so designated prior to the Closing Date, including under a Prior Credit
Agreement); provided that, the
designation of any Interest Rate Agreement as a Hedge Agreement shall not
create in favor of any Lender Counterparty any rights in connection with the
management or release of any Collateral or of the management or release of
obligations of any Guarantor under the Guarantee and Collateral Agreement.


 


18

















 


“Highest Lawful Rate” means the maximum lawful interest rate,
if any, that at any time or from time to time may be contracted for, charged,
or received under the laws applicable to any Lender that are presently in
effect or, to the extent allowed by law, under such applicable laws that may
hereafter be in effect and that allow a higher maximum nonusurious interest
rate than applicable laws now allow.


 


“Historical Financial Statements” as defined in Section 4.1(a).


 


“Holdings” means Regal Entertainment Holdings, Inc., a
Delaware corporation.


 


“Increased
Amount Date” as defined in Section 2.1(c)(i).


 


“Increased-Cost Lender” as defined in Section 2.20.


 


“Indebtedness” means, with respect to any Person, without
duplication, (a) all indebtedness of such Person for borrowed money, (b) all
obligations of such Person for the deferred purchase price of Property or
services (other than trade payables incurred in the ordinary course of such
Person’s business), (c) all obligations of such Person evidenced by notes,
bonds, debentures or other similar instruments, (d) all indebtedness
created or arising under any conditional sale or other title retention
agreement with respect to Property acquired by such Person (even though the
rights and remedies of the seller or lender under such agreement in the event
of default are limited to repossession or sale of such Property), (e) all
Capital Lease Obligations or Synthetic Lease Obligations of such Person, (f) all
obligations of such Person, contingent or otherwise, as an account party under
bankers’ acceptance, letter of credit or similar facilities, (g) all
obligations of such Person, contingent or otherwise, to purchase, redeem,
retire or otherwise acquire for value any Capital Stock of such Person, (h) all
Contingent Obligations of such Person in respect of obligations of the kind
referred to in clauses (a) through (g) above, (i) all
obligations of the kind referred to in clauses (a) through (h) above
secured by (or for which the holder of such obligation has an existing right,
contingent or otherwise, to be secured by) any Lien on Property (including
accounts and contract rights) owned by such Person, whether or not such Person
has assumed or become liable for the payment of such obligation, (j) for
the purposes of Section 7.1(b) only, all obligations of such
Person in respect of Hedge Agreements, and (k) the liquidation value of
any Preferred Stock of such Person or its Subsidiaries held by any Person other
than such Person and its Wholly-Owned Subsidiaries; provided that, obligations incurred under the UA
Pass-Through Trust Documents shall not constitute Indebtedness for any purposes
hereunder.


 


“Indemnified Liabilities” means, collectively, any and all
liabilities, obligations, losses, damages (including natural resource damages),
penalties, claims (including Environmental Claims), costs (including the costs
of any investigation, study, sampling, testing, abatement, cleanup, removal,
remediation or other response action necessary to remove, remediate, clean up
or abate any Hazardous Materials Activity), expenses and disbursements of any
kind or nature whatsoever (including the reasonable fees and disbursements of
counsel for Indemnitees in connection with any investigative, administrative or
judicial proceeding commenced or threatened by any Person, whether or not any
such Indemnitee shall be designated as a party or a potential party thereto
(whether such matter is initiated by a third party, the Borrower, Holdings,
Parent or any other Loan Party or any Affiliate thereof), and any fees or
expenses incurred by Indemnitees in enforcing its indemnity), whether direct,
indirect or consequential and whether based on any federal, state or foreign
laws, statutes, rules or regulations (including securities and commercial
laws, statutes, rules or regulations and Environmental Laws), on common
law or equitable cause or on contract or otherwise, that may be imposed on,
incurred by, or asserted against any such Indemnitee, in any manner relating to
or arising out of (i) this Agreement or the other Loan Documents 


 


19

















 


or
the transactions contemplated hereby or thereby (including the Lenders’
agreement to make Credit Extensions or the use or intended use of the proceeds
thereof, or any enforcement of any of the Loan Documents (including any sale
of, collection from, or other realization on any of the Collateral or the
enforcement of the Guaranty)), or (ii) any Environmental Claim or any
Hazardous Materials Activity relating to or arising from, directly or
indirectly, any past or present activity, operation, land ownership, or
practice of Borrower or any of its Subsidiaries.


 


“Indemnitee” as defined in Section 9.3.


 


“Insolvency” means, with respect to any Multiemployer Plan, the
condition that such Plan is insolvent within the meaning of Section 4245
of ERISA.


 


“Installment” as defined in Section 2.11  or, with
respect to any Series of New Term Loans, as defined in the applicable
Joinder Agreement.


 


“Installment Date” as defined in Section 2.11  or, with
respect to any Series of New Term Loans, as defined in the applicable
Joinder Agreement.


 


“Insurance Requirements” all material terms of any insurance
policy required pursuant to this Agreement or any Security Document and all
material regulations and then current standards applicable to or affecting any
Mortgaged Property or any part thereof or any use or condition thereof that
may, at any time, be recommended by the Board of Fire Underwriters, if any,
having jurisdiction over any Mortgaged Property, or any other body exercising
similar functions.


 


“Intellectual Property” means the collective reference to all
rights, priorities and privileges relating to intellectual property, whether
arising under United States, state, multinational or foreign laws or otherwise,
including copyrights, patents, trademarks, service-marks, technology, know-how
and processes, recipes, formulas, trade secrets, or licenses (under which the
applicable Person is licensor or has assignable rights as a licensee) relating
to any of the foregoing and all rights to sue at law or in equity for any
infringement or other impairment thereof, including the right to receive all
proceeds and damages therefrom.


 


“Intellectual Property Security Agreement” as defined in the
Guaranty and Collateral Agreement.


 


“Intercompany Note” means a promissory note evidencing
Indebtedness payable by Borrower or any Loan Party (in each case, as payor) to
any other Loan Party (as payee), substantially in the form of Exhibit I,
or otherwise in form and substance satisfactory to Administrative Agent.


 


“Interest Payment Date” means (i) with respect to any Base
Rate Loan, the last Business Day of each March, June, September and December of
each year, commencing on the first such date to occur after the Closing Date,
and the final maturity date of such Loan, and (ii) with respect to any
Eurodollar Rate Loan, the last day of each Interest Period applicable to such
Loan, provided that, in the case
of each Interest Period of longer than three months, “Interest Payment Date”
shall also include each date that is three months, or an integral multiple
thereof, after the commencement of such Interest Period.


 


“Interest Period” means, in connection with a Eurodollar Rate
Loan, an interest period of one, two, three, six or (if available to all
Lenders with Loans affected thereby) twelve months, as selected by Borrower in
the applicable Funding Notice or Conversion/Continuation Notice, 


 


20

















 


(i) initially,
commencing on the Credit Date or Conversion/Continuation Date thereof, as the
case may be, and (ii) thereafter, commencing on the day on which the
immediately preceding Interest Period expires; provided
that, (a) if an Interest Period would otherwise expire on a day that is
not a Business Day, such Interest Period shall expire on the next succeeding
Business Day unless no further Business Day occurs in such month, in which case
such Interest Period shall expire on the immediately preceding Business Day, (b) any
Interest Period that begins on the last Business Day of a calendar month (or on
a day for which there is no numerically corresponding day in the calendar month
at the end of such Interest Period) shall, subject to clauses (c) and (d),
of this definition, end on the last Business Day of a calendar month, (c) no
Interest Period with respect to any Term Loan shall extend beyond the Term Loan
Maturity Date, and (d) no Interest Period with respect to any Revolving
Loan shall extend beyond the Revolving Commitment Termination Date.


 


“Interest Rate Agreement” means any interest rate swap
agreement, interest rate cap agreement, interest rate collar agreement,
interest rate hedging agreement or other similar agreement or arrangement, each
of which is for the purpose of hedging the interest rate exposure associated
with the operations of Borrower and its Subsidiaries and not for speculative
purposes.


 


“Interest Rate Determination Date” means, with respect to any
Interest Period, the date that is two Business Days prior to the first day of
such Interest Period.


 


“Investment” as defined in Section 6.8.


 


“Issuance Notice” means a notice substantially in the form of Exhibit A-3.


 


“Issuing Bank” means CS, as Issuing Bank hereunder, together
with its permitted successors and assigns in such capacity.


 


“Joinder
Agreement” as defined in Section 2.1(c)(i).


 


“Joint Venture” means a joint venture, partnership or other
similar arrangement, whether in corporate, partnership or other legal form; provided that,  in no event shall any corporate Subsidiary of any Person be
considered to be a Joint Venture to which such Person is a party.


 


“Lender” means each financial institution listed on the
signature pages hereto as a Lender and any other Person that becomes a
Lender hereto pursuant to an Assignment Agreement or a Joinder Agreement.


 


“Lender Counterparty” means a Lender (or an Affiliate thereof)
or Agent (or an Affiliate thereof) that is a counterparty to a Hedge Agreement
(including any Person who was a Lender (or an Affiliate of a Lender) or Agent
(or an Affiliate thereof) as of the date such Person entered into a Hedge
Agreement but subsequently ceased to be a Lender or Agent), including each such
Affiliate that enters into a joinder agreement with Administrative Agent.


 


“Letter of Credit” means a standby letter of credit issued or
to be issued by Issuing Bank pursuant to this Agreement.


 


“Letter-of-Credit Sublimit” means, as at any date of
determination, the lesser of (i) $30,000,000, and (ii) the aggregate
unused amount of the Revolving Commitments then in effect.


 


“Letter-of-Credit Usage” means, as at any date of
determination, the sum of (i) the maximum aggregate amount that is, or at
any time thereafter may become, available for drawing 


 


21

















 


under
all Letters of Credit then outstanding, and (ii) the aggregate amount of
all drawings under Letters of Credit honored by Issuing Bank and not
theretofore reimbursed by or on behalf of Borrower.


 


“Lien” means (i) any lien, mortgage, pledge, assignment, hypothecation,
claim, restriction, security interest, fixed or floating charge, or encumbrance
of any kind (including any agreement to give any of the foregoing, any
conditional sale or other title retention agreement, and any lease in the nature
thereof) and any option, trust or other preferential arrangement having the
practical effect of any of the foregoing, and (ii) in the case of
Securities, any purchase option, call or similar right of a third party with
respect to such Securities.


 


“Line of Business” as defined in Section 6.15.


 


“Loan” means a Term Loan or a Revolving Loan.


 


“Loan Document” means any of this Agreement, the Parent
Guaranty, the Notes, if any, the Security Documents, any documents or
certificates executed by Borrower in favor of Issuing Bank relating to Letters
of Credit, and all other documents, instruments or agreements executed and
delivered by a Loan Party or by Holdings for the benefit of any Agent, Issuing
Bank or any Lender in connection herewith.


 


“Loan Party” means Borrower, each Guarantor and each other
Subsidiary of Borrower that is a party to a Loan Document.


 


“Margin Stock” as defined in Regulation U of the Board of
Governors of the Federal Reserve System as in effect from time to time.


 


“Material Adverse Effect” means a material adverse change in or
affecting (a) the condition (financial or otherwise), results of
operation, assets, liabilities or management of the Loan Parties, taken as a
whole, (b) the validity or enforceability of this Agreement or any of the
other Loan Documents, (c) the validity, enforceability or priority of the
Liens purported to be created by the Security Documents, or (d)  the
rights or remedies of Administrative Agent and the Lenders hereunder or under
any of the other Loan Documents; provided that,
in no event shall an event that results in a material adverse change that is
limited to an individual Mortgage constitute a Material Adverse Effect for
purposes of clauses (b), (c) or (d) of this definition.


 


“Moody’s” means Moody’s Investor Services, Inc.


 


“Mortgage” means an Existing Mortgage or a New Mortgage.


 


“Mortgaged Property” means any Real Estate Asset that is
subject to a Mortgage.


 


“Multiemployer Plan” means any Plan that is a multiemployer
plan as defined in Section 3(37) or 4001(a)(3) of ERISA.


 


“NCM”
means National CineMedia, LLC.


 


“NCM
Extraordinary Payments” means Cash payments (or Cash Equivalents) received
by Borrower or any of its Restricted Subsidiaries as distributions, dividends
or payments (directly or indirectly) on account of equity interests in NCM or
NCM, Inc. (including through an Unrestricted Subsidiary that directly or
indirectly owns an interest in NCM or NCM, Inc.), or redemptions


 


22

















 


or
repurchases of equity interests of NCM or NCM, Inc. or such Unrestricted
Subsidiary, which distributions, dividends, redemptions, repurchases or
payments constitute a portion of the net proceeds of (i) an NCM Financing
Transaction by NCM or NCM, Inc. or any of its Subsidiaries, (ii) a
sale or disposition of assets by NCM or NCM, Inc. or any of its
Subsidiaries, (iii) a sale or disposition of Excluded NCM Equity
Interests, or (iv) payments under contracts between NCM, Inc., NCM or
any of its Subsidiaries, on the one hand, and Borrower or any of its Restricted
Subsidiaries, on the other, representing up front payments, down payments or
other payments or prepayments outside the ordinary course of business and
constituting compensation to Borrower and its Restricted Subsidiaries for
services to be performed or access to be provided to facilities operated by
Borrower and its Restricted Subsidiaries.


 


“NCM
Financing Transaction” means (i) any capital market
transaction, including, without limitation, any offering, issuance or sale of
debt or equity Securities pursuant to a public offering or pursuant to a
private placement with the intention to sell or distribute such Securities to “Qualified
Institutional Buyers” as defined in Rule 144A adopted under the Securities
Act, and (ii) any other debt financing transaction, including a bank or
syndicated loan transaction or mezzanine or bridge facility (secured or
unsecured), in each case relating to NCM, NCM, Inc., their respective
subsidiaries, or parent entities of NCM or NCM, Inc. that are not
Restricted Subsidiaries or Loan Parties.


 


“Unit
Adjustment Agreement” means the Common Unit Adjustment Agreement,
dated as of February 13, 2007 among NCM, Inc., NCM, Regal CineMedia
Holdings, LLC, American Multi-Cinema, Inc., Cinemark Media, Inc.,
Regal Cinemas, Inc. and Cinemark USA, Inc.


 


“NCM, Inc.”
means National CineMedia, Inc.


 


“Net Cash Proceeds” means (a) in connection with any Asset
Sale or any Recovery Event, the proceeds thereof in the form of Cash and cash
equivalents (including any such proceeds received by way of deferred payment of
principal pursuant to a note or installment receivable or purchase price
adjustment receivable or otherwise, but only as and when the benefit is
received) of such Asset Sale or Recovery Event, net of reasonable and customary
attorneys’ fees, accountants’ fees, and investment banking fees, amounts
required to be applied (and that are so applied) to the repayment of
Indebtedness secured by a Lien permitted hereunder on any asset that is the
subject of such Asset Sale or Recovery Event (other than any Lien pursuant to a
Security Document), amounts arising from the sale of UA Subsidiaries (other
than Capital Stock of a UA First-Tier Subsidiary) or assets of UA Subsidiaries
required or permitted to be applied (and that are so applied) to the repayment
of obligations under the UA Pass-Through Trust Documents,  and
other reasonable and customary fees and expenses, in each case, to the extent
actually incurred in connection therewith and net of taxes paid or reasonably
estimated to be payable as a result thereof (after taking into account any
available tax credits or deductions and any tax sharing arrangements); and (b) in
connection with any capital contribution or any issuance or sale of Capital
Stock or debt securities or instruments or the incurrence of loans, the cash
proceeds received from such capital contribution, issuance or incurrence, net
of reasonable and customary attorneys’ fees, investment banking fees,
accountants’ fees, underwriting discounts and commissions and other reasonable
and customary fees and expenses, in each case, to the extent actually incurred
in connection therewith (it being understood that cash and cash equivalents of
operating companies whose Capital Stock is contributed to Borrower as an equity
contribution will not constitute Net Cash Proceeds).


 


“New Mortgage” means a mortgage, deed of trust or deed to
secure debt, as applicable, substantially in the form of Exhibit H
or otherwise in form and substance reasonably acceptable 


 


23

















 


to
Administrative Agent, granted on or after the Closing Date in favor of
Administrative Agent as security for the Obligations, as it may be amended,
supplemented or otherwise modified from time to time.


 


“New Term
Loan” means a loan made by a Lender to Borrower pursuant to Section 2.1(c).


 


“New Term
Loan Commitments” as defined in Section 2.1(c)(i).


 


“New Term
Loan Lender” as defined in Section 2.1(c)(i).


 


“Nonconsenting Lender” as defined in Section 2.20.


 


“Non-Recourse Debt” means Indebtedness (i) as to which
neither Borrower nor any of its Restricted Subsidiaries (a) provides
credit support of any kind (including any undertaking, agreement or instrument
that would constitute Indebtedness), (b) is directly or indirectly liable
(as a guarantor or otherwise), or (c) constitutes the lender and (ii) as
to which the lenders thereunder will not have any recourse to the Capital Stock
or assets of Borrower or any of its Restricted Subsidiaries.


 


“Non-US Lender” as defined in Section 2.19(e).


 


“Note” means a Term Loan Note or a Revolving Loan Note.


 


“Notice” means a Funding Notice, an Issuance Notice, or a
Conversion/Continuation Notice.


 


“Obligations” means all obligations of every nature of each
Loan Party and of Holdings and Parent, including the Guarantied Obligations,
from time to time owed to each Agent (including any former Agent), Lender,
Lender Counterparty, or any of them, under any Loan Document or Hedge Agreement
(including with respect to a Hedge Agreement, obligations owed thereunder to
any person who was a Lender or Agent or an Affiliate of a Lender or Agent at
the time such Hedge Agreement was entered into), whether for principal,
interest (including interest that, but for the filing of a petition in
bankruptcy with respect to such Loan Party or Holdings or Parent, would have accrued
on any Obligation, whether or not a claim is allowed against such Loan Party or
Holdings or Parent for such interest in the related bankruptcy proceeding),
Reimbursement Obligations, payments for early termination of Hedge Agreements,
fees, expenses, indemnifications or otherwise.


 


“Organizational Documents” means (i) with respect to any
corporation, its certificate or articles of incorporation or organization, as
amended, and its bylaws, as amended, (ii) with respect to any limited
partnership, its certificate or articles of limited partnership, as amended,
and its partnership agreement, as amended, (iii) with respect to any
general partnership, its partnership agreement, as amended, and (iv) with
respect to any limited liability company, its certificate or articles of organization,
as amended, and its operating agreement, as amended.  In the event any term or condition of this
Agreement or any other Loan Document requires any Organizational Document to be
certified by a secretary of state or similar governmental official, the
reference to any such “Organizational Document” shall only be to a document of
a type customarily certified by such governmental official.


 


“Original Credit Agreement” as defined in the preamble hereto.


 


24
















 


“Other Taxes” means any and all present or future stamp or
documentary taxes or any other excise or property  taxes, charges or similar levies arising from
any payment made hereunder or from the execution, delivery or enforcement of,
or otherwise with respect to, the Loan Documents.


 


“Parent” means Regal Entertainment Group, a Delaware
corporation.


 


“Parent Entity” means a Person that, directly or indirectly,
holds 80% or more of Borrower’s Capital Stock (excluding any debt security that
is convertible into or exchangeable for Capital Stock) that at the time is
entitled to vote in the election of, as applicable, directors, members or
partners generally.


 


“Parent
Guaranty” means the Parent Guaranty, dated as of the date hereof and
executed by Parent, substantially in the form of Exhibit G-3, as it may be
amended, restated, supplemented or otherwise modified from time to time.


 


“Patriot Act” means the Uniting and Strengthening America by
Providing Appropriate Tools Required to Intercept and Obstruct Terrorism (USA
PATRIOT ACT) Act of 2001, Title III of Pub. L. 107-56, signed into law October 26,
2001.


 


“PBGC” means the Pension Benefit Guaranty Corporation or any
successor thereto.


 


“Pension Plan” means any Employee Benefit Plan, other than a
Multiemployer Plan, which is subject to Section 412 of the Code or Section 302
of ERISA.


 


“Permits” means the collective reference to (i) Environmental
Permits, and (ii) any and all other franchises, licenses, leases, permits,
approvals, notifications, certifications, registrations, authorizations,
exemptions, qualifications, easements, rights of way, Liens and other rights,
privileges and approvals required under any Requirement of Law.


 


“Permitted Acquisition” as defined in Section 6.8(f).


 


“Permitted Investors” means (x) the Sponsor and any of its
Affiliates and  (b) Parent and
wholly-owned Subsidiaries thereof.


 


“Permitted Liens” means each of the Liens permitted pursuant to
Section 6.3.


 


“Permitted Secured Indebtedness” as defined in Section 6.2(f).


 


“Permitted Secured Refinancing” as defined in Section 6.2(j).


 


“Permitted Senior Refinancing” as defined in Section 6.2(l).


 


“Permitted Subordinated Indebtedness” as defined in Section 6.2(i).


 


“Permitted Subordinated Refinancing” as defined in Section 6.2(k).


 


“Person” means and includes natural persons, corporations,
limited partnerships, general partnerships, limited liability companies,
limited liability partnerships, joint stock companies, Joint Ventures,
associations, companies, trusts, banks, trust companies, land trusts, business
trusts or other organizations, whether or not legal entities, and Governmental
Authorities.


 


25

















 


“Plan” means, at a particular time, any employee benefit plan
that is covered by ERISA and that Borrower or any Commonly-Controlled Entity
maintains, administers, contributes to or is required to contribute to or under
which Borrower or any Commonly-Controlled Entity could incur any liability.


 


“Pledged Equity Interests”  as
defined in the Guaranty and Collateral Agreement.


 


“Preferred Stock” means any Capital Stock of any class or
classes of a Person which is preferred as to payments of dividends, or as to
distributions upon any liquidation or dissolution, over Capital Stock of any
other class of such Person.


 


“Prime Rate” means the rate of interest per annum announced
from time to time by CS as its prime commercial lending rate in effect at its
principal office in New York City.  The
Prime Rate is a reference rate and does not necessarily represent the lowest or
best rate actually charged to any customer. 
CS or any other Lender may make commercial loans or other loans at rates
of interest at, above or below the Prime Rate.


 


“Principal Office” means, for each of Administrative Agent and
Issuing Bank, such Person’s “Principal Office” as set forth on Appendix B,
or such other office as such Person may from time to time designate in writing
to Borrower, Administrative Agent and each Lender.


 


“Projections” as defined in Section 5.2(c).


 


“Property” means any right or interest in or to property of any
kind whatsoever, whether real, personal or mixed and whether tangible or
intangible, including Capital Stock.


 


“Prospective
Defaulting Lender” as defined in Section 9.6(k).


 


“Pro Rata Share” means (i) with respect to all payments,
computations and other matters relating to the Term Loan of any Lender, the
percentage obtained by dividing (a) the Term Loan Exposure of that Lender,
by (b) the aggregate Term Loan Exposure of all Lenders; (ii) with
respect to all payments, computations and other matters relating to the
Revolving Commitment or Revolving Loans of any Lender or any Letters of Credit
issued or participations purchased therein by any Lender, the percentage
obtained by dividing (a) the Revolving Loan Exposure of that Lender, by (b) the
aggregate Revolving Loan Exposure of all Lenders; and (iii) for all other
purposes with respect to each Lender, the percentage obtained by dividing (a) an
amount equal to the sum of the Term Loan Exposure and the Revolving Loan Exposure
of that Lender, by (b) an amount equal to the sum of the aggregate Term
Loan Exposure and the aggregate Revolving Loan Exposure of all Lenders.


 


“Purchase Money Indebtedness” means, with respect to any
Person, any Indebtedness of such Person to any seller or other Person incurred
to finance the acquisition, construction, installation or improvement of any
real or personal tangible property that is incurred concurrently with or within
120 days following such acquisition, construction, installation or improvement.


 


“Real Estate Asset” means, at any time of determination, any
interest (fee, leasehold or otherwise) then owned by any of Borrower or its
Restricted Subsidiaries in any real property.


 


“Recovery Event” means any cash settlement of or payment in
excess of $5,000,000 in respect of any property or casualty insurance or any
condemnation proceeding relating to any asset of any of Borrower or its
Restricted Subsidiaries.


 


26

















 


“Register” as defined in Section 2.6(b).


 


“Regulation D” means Regulation D of the Board of Governors of
the Federal Reserve System, as in effect from time to time.


 


“Regulation T” means Regulation T of the Board of Governors of
the Federal Reserve System, as in effect from time to time.


 


“Regulation U” means Regulation U of the Board of Governors of
the Federal Reserve System, as in effect from time to time.


 


“Regulation X” means Regulation X of the Board of Governors of
the Federal Reserve System, as in effect from time to time.


 


“Reimbursement Date” as defined in Section 2.3(d).


 


“Reimbursement Obligation” means the Obligation of Borrower to
reimburse the Issuing Bank pursuant to Section 2.3(d) for
amounts drawn under Letters of Credit.


 


“Reinvestment Deferred Amount” means, with respect to any
Reinvestment Event, the aggregate Net Cash Proceeds that (i) are received
by Borrower or any of its Restricted Subsidiaries in connection therewith, and (ii) are
not applied to prepay the Term Loans pursuant to Section 2.13(a) as
a result of the delivery of a Reinvestment Notice.


 


“Reinvestment Event” means any Asset Sale or Recovery Event in
respect of which Borrower has delivered a Reinvestment Notice.


 


“Reinvestment Notice” means a written notice executed by an
Authorized Officer of Borrower stating that no Default or Event of Default has
occurred and is continuing and that Borrower (directly or indirectly through a
Wholly-Owned Subsidiary that is a Restricted Subsidiary to the extent otherwise
permitted hereunder) intends and expects to use all or a specified portion of
the Net Cash Proceeds of an Asset Sale or Recovery Event to acquire long-term
productive assets of the general type used in the business of Borrower and its
Restricted Subsidiaries.


 


“Reinvestment Prepayment Amount” means, with respect to any
Reinvestment Event, the Reinvestment Deferred Amount relating thereto less any amount expended prior to the relevant
Reinvestment Prepayment Date to acquire long-term productive assets of the
general type used in the business of Borrower and its Restricted Subsidiaries.


 


“Reinvestment Prepayment Date” means, with respect to any
Reinvestment Event, the earlier of (a) the date occurring 364 days after
such Reinvestment Event, and (b) the date on which Borrower shall have
determined not to, or shall have otherwise ceased to, acquire long-term
productive assets of the general type used in the business of Borrower and its
Restricted Subsidiaries with all or any portion of the relevant Reinvestment
Deferred Amount.


 


“Related Fund” means, with respect to any Lender that is a fund
engaged in making, purchasing, holding or otherwise investing in commercial
loans and similar extensions of credit in the ordinary course, any other fund
so engaged that is managed or advised by the same investment advisor as such
Lender or by an Affiliate of such investment advisor.


 


“Related Lender Assignment” has the meaning assigned to that
term in Section 9.6(c).


 


27

















 


“Release” means any release, spill,
emission, leaking, pumping, pouring, injection, escaping, deposit, disposal,
discharge, dispersal, dumping, leaching or migration of any Hazardous Material
into the indoor or outdoor environment (including the abandonment or disposal
of any barrels, containers or other closed receptacles containing any Hazardous
Material), including the movement of any Hazardous Material through the air,
soil, surface water or groundwater.


 


“Reorganization” means, with respect to any Multiemployer Plan,
the condition that such plan is in reorganization within the meaning of Section 4241
of ERISA.


 


“Replacement Lender” as defined in Section 2.20.


 


“Reportable Event” means any of the events set forth in Section 4043(c) of
ERISA, other than those events as to which the thirty day notice period is
waived under subsection .27, .28, .29, .30, .31, .32, .34 or .35 of PBGC Reg. Section 4043.


 


“Requirement of Law” means, as to any Person, such Person’s
obligations in respect of its Organizational Documents, the common law, or any
law, treaty, rule or regulation, judgment, decree or determination of an
arbitrator or a court or other Governmental Authority, in each case applicable
to or binding on such Person or any of its Property or to which such Person or
any of its Property is subject.


 


“Requisite Class Lenders” means, at any time of
determination, (i) for the Class of Lenders having Term Loan
Exposure, Lenders holding more than 50% of the aggregate Term Loan Exposure of
all Lenders, and (ii) for the Class of Lenders having Revolving Loan
Exposure, Lenders holding more than 50% of the aggregate Revolving Loan
Exposure of all Lenders.


 


“Requisite Lenders” means one or more Lenders having or holding
Term Loan Exposure or Revolving Loan Exposure and representing more than 50% of
the sum of the aggregate Term Loan Exposure and the aggregate Revolving Loan
Exposure of all Lenders.


 


“Restated Credit Agreement” as defined in the preamble hereto.


 


“Restricted Payment” as defined in Section 6.6.


 


“Restricted Subsidiary” of a Person means any Subsidiary of
such Person that is not an Unrestricted Subsidiary.  Unless otherwise indicated, references herein
to a Restricted Subsidiary shall mean a Restricted Subsidiary of Borrower.


 


“Revolving Commitment” means the commitment of a Lender to make
or otherwise fund any Revolving Loan and to acquire participations in Letters
of Credit hereunder.  The amount of each
Lender’s Revolving Commitment, if any, is set forth on Appendix A-2 or
in the applicable Assignment Agreement, subject to any adjustment or reduction
pursuant to the terms and conditions hereof. 
The aggregate amount of all the Revolving Commitments as of the Closing
Date is $85,000,000.


 


“Revolving Commitment Period” means the period from the Closing
Date, to but excluding the Revolving Commitment Termination Date.


 


“Revolving Commitment Termination Date” means the earliest to
occur of (i) May 19, 2015, (ii) the date the Revolving
Commitments are permanently reduced to zero pursuant to Section 2.12(b),


 


28

















 


and
(iii) the date of the termination of the Revolving Commitments pursuant to
Section 7.1.


 


“Revolving Lender” means a Lender that has a Revolving
Commitment.


 


“Revolving Loan Exposure” means, with respect to any Lender as
of any date of determination, (i) prior to the
termination of Revolving Commitments, that Lender’s Revolving Commitment; and (ii) after
the termination of the Revolving Commitments, without duplication, the sum of (a) the
aggregate outstanding principal amount of Revolving Loans of such Lender, (b) in
the case of Issuing Bank, the aggregate Letter-of-Credit Usage (net of any
participations therein by the other Lenders), and (c) the aggregate amount
of all participations by such Lender in any outstanding Letters of Credit or
any unreimbursed drawing under any Letter of Credit.


 


“Revolving Loan” means a loan made by a Lender to Borrower
pursuant to Section 2.2.


 


“Revolving Loan Note” means a promissory note in the form of Exhibit B-2,
as it may be amended, supplemented or otherwise modified from time to time.


 


“S&P” means Standard & Poor’s Ratings Group, a
division of The McGraw Hill Corporation.


 


“SEC” means the Securities and Exchange Commission.


 


“Second Restated Credit Agreement” as defined in the preamble
hereto.


 


“Secured Parties” as defined in the Guaranty and Collateral
Agreement.


 


“Securities” means any stock, shares, partnership interests,
voting trust certificates, certificates of interest or participation in any
profit sharing agreement or arrangement, options, warrants, bonds, debentures,
notes, or other evidences of indebtedness, secured or unsecured, convertible,
subordinated or otherwise, or in general any instruments commonly known as “securities”
or any certificates of interest, shares or participations in temporary or
interim certificates for the purchase or acquisition of, or any right to
subscribe to, purchase or acquire, any of the foregoing.


 


“Securities Act” means the Securities Act of 1933, as amended.


 


“Security Documents” means the Guaranty and Collateral
Agreement, the Guaranty and Pledge Agreement, the Intellectual Property
Security Agreement, the Control Agreements (if any), the Mortgages and all
other instruments, documents and agreements delivered by any Loan Party or
Holdings pursuant to this Agreement or any of the other Loan Documents in order
to grant to Administrative Agent, for the benefit of Secured Parties, a Lien on
any Real Estate Asset or any other Property of such Loan Party or Holdings as
security for the Obligations.


 


“Senior Notes”
means the unsecured Senior Notes issued pursuant to the Senior Notes Indenture
prior to the Closing Date in an aggregate principal amount of $400,000,000.


 


“Senior Notes
Indenture” means the Indenture, dated as of July 15, 2009, by
and among the Borrower and U.S. Bank National Association, as Indenture
Trustee, governing the Borrower’s 8 5/8% Senior Notes due July 15, 2019.


 


29

















 


“Series”
as defined in Section 2.1(c)(i).


 


“Single-Employer Plan” means any Plan that is covered by Title
IV of ERISA, but that is not a Multiemployer Plan.


 


“Solvency Certificate” means a certificate of the chief
financial officer of Borrower substantially in the form of Exhibit F-2.


 


“Solvent” means, with respect to any Person, that as of the
date of determination, both (i) (a) the sum of such Person’s
liabilities (including contingent liabilities) does not exceed the present fair
saleable value of such Person’s present assets; (b) such Person’s capital
is not unreasonably small in relation to its business or with respect to any
contemplated or undertaken transaction; and (c) such Person has not
incurred and does not intend to incur, or believe (nor should it reasonably
believe) that it will incur, debts beyond its ability to pay such debts as they
become due (whether at maturity or otherwise); and (ii) such Person is “solvent”
within the meaning given that term and similar terms under applicable laws
relating to fraudulent transfers and conveyances.  For purposes of this definition, the amount
of any contingent liability at any time shall be computed as the amount that,
in light of all of the facts and circumstances existing at such time,
represents the amount that can reasonably be expected to become an actual or
matured liability (irrespective of whether such contingent liabilities meet the
criteria for accrual under Statement of Financial Accounting Standard No. 5).


 


“Specified Change of Control” means a “Change of Control” as
defined in, or any similar term in, any other document relating to Indebtedness
in an aggregate outstanding principal amount in excess of $25,000,000 permitted
under Section 6.2(i), 6.2(k), 6.2(l) or 6.2(n).


 


“Sponsor” means Anschutz Company.


 


“Subordinated Debt” means, at any date, the aggregate principal
amount of all Funded Debt of Borrower and its Restricted Subsidiaries at such
date that is incurred, assumed or permitted to exist pursuant to Section 6.2(i) or
6.2(k), determined on a consolidated basis in accordance with GAAP
(without regard to any election by the Borrower, Parent, Holdings or any other
Person to measure an item of Indebtedness using fair value or any other
discount to par that may be applicable under GAAP).


 


“Subsidiary” means, with respect to any Person, any
corporation, partnership, limited liability company, association, joint venture
or other business entity (i) of which more than 50% of the total voting
power of shares of stock or other ownership interests entitled (without regard
to the occurrence of any contingency) to vote in the election of the Person or
Persons (whether directors, managers, trustees or other Persons performing
similar functions) having the power to direct or cause the direction of the
management and policies thereof is at the time owned or controlled, directly or
indirectly, by that Person or one or more of the other Subsidiaries of that Person
or a combination thereof or (ii) in which such Person directly or
indirectly (through such Person or one or more Subsidiaries of that Person or a
combination thereof) has more than a 50% equity interest and the power
(directly or indirectly) to direct or cause the direction of the management and
policies of such entity; provided that,  in determining the percentage of
ownership interests of any Person controlled by another Person, no ownership
interest in the nature of a “qualifying share” of the former Person shall be
deemed to be outstanding.  Unless
otherwise indicated, references to a Subsidiary shall mean a Subsidiary of Borrower
provided, further, that in no event shall an association or similar entity that
(x) is formed by the owners of parcels within multi-parcel retail or mixed
use centers for the purpose of operating, maintaining and repairing 


 


30

















 


common
areas within such centers, (y) conducts no business other than the
business described in the foregoing clause (x) and matters reasonably
incidental thereto and (z) generates net income of less than $100,000 per
Fiscal Year, constitute a Subsidiary.


 


“Subsidiary Guarantor” means any Guarantor that is a Subsidiary
of Borrower.


 


“Synthetic Lease Obligations” means all monetary obligations of
a Person under (a) a so-called synthetic, off-balance-sheet or
tax-retention lease, or (b) an agreement for the use or possession of
property creating obligations that do not appear on the balance sheet of such
Person but that, upon the insolvency or bankruptcy of such Person, would be
characterized as indebtedness of such Person (without regard to accounting
treatment).


 


“Tax” means any present or future tax, levy, impost, duty,
assessment, charge, fee, deduction or withholding of any nature and whatever
called, by whomsoever, on whomsoever and wherever imposed, levied, collected,
withheld or assessed; provided
that, “Tax on the overall net income” of a Person shall be construed as a
reference to a tax imposed by the jurisdiction in which that Person is
organized or in which that Person’s applicable principal office (or, in the
case of a Lender, its lending office) is located or in which that Person (or,
in the case of a Lender, its lending office) is deemed to be doing business on
all or part of the net income, profits or gains (whether worldwide, or only
insofar as such income, profits or gains are considered to arise in or to
relate to a particular jurisdiction, or otherwise) of that Person (or, in the
case of a Lender, its applicable lending office).


 


“Tax Payment” as defined in Section 6.6(f).


 


“Term Loan” means a loan made by a Lender to Borrower pursuant
to Section 2.1 and the Existing Term Loans.  The aggregate outstanding principal amount of
the Term Loans on the Closing Date is $1,250,000,000.


 


“Term Loan Commitment” means the commitment of a Lender to make
or otherwise fund a Term Loan.


 


“Term Loan Exposure” means, with respect to any Lender, as of
any date of determination, the outstanding principal amount of the Term Loans
of such Lender, plus, to the
extent any New Term Loan Lender has outstanding Term Loan Commitments prior to
funding such New Term Loan Lender’s New Term Loans, for purposes of calculating
Requisite Lenders and Requisite Class Lenders, such outstanding New Term
Loan Commitments of such Lender.


 


“Term Loan Maturity Date” means the earlier of (i) November 19,
2016, and (ii) the date on which all Term Loans shall become due and
payable in full hereunder, whether by acceleration or otherwise.


 


“Term Loan Note” means a promissory note in the form of Exhibit B-1,
as it may be amended, supplemented or otherwise modified from time to time.


 


“Terminated Lender” as defined in Section 2.20.


 


“Third Restated Credit Agreement” as defined in the preamble
hereto.


 


“Total Utilization of Revolving Commitments” means, as at any
date of determination, the sum of (i) the aggregate principal amount of
all outstanding Revolving Loans (other than Revolving


 


31

















 


Loans
made for the purpose of reimbursing Issuing Bank for any amount drawn under any
Letter of Credit, but not yet so applied), and (ii) the Letter-of-Credit Usage.


 


“Transaction Costs” means the fees, costs and expenses payable
by Borrower or any of its Subsidiaries in connection with the Closing Date
Transactions.


 


“Type” means, in reference to Loans, whether such Loan is a
Base Rate Loan or a Eurodollar Rate Loan.


 


“UA First-Tier Subsidiary” means, as of any date of
determination, a UA Subsidiary in which Borrower or any Guarantor (or any
combination thereof) directly owns more than 50% of the Capital Stock of such
UA Subsidiary.


 


“UA Subsidiaries” means United Artists Theatre Circuit, Inc.,
a Maryland corporation, and its Subsidiaries.


 


“UA Pass-Through Certificates” means the Pass Through
Certificates issued pursuant to the UA Pass-Through Trust Agreement, dated as
of December 13, 1995, between United Artists Theatre Circuit, Inc.,
as Tenant, and Fleet National Bank of Connecticut, as Pass-Through Trustee.


 


“UA Pass-Through Certificates Restriction” means restrictions
under the UA Pass-Through Trust Documents that prohibit the UA Subsidiaries
from entering into the Guaranty and Collateral Agreement.


 


“UA Pass-Through Participation Agreement” means the
Participation Agreement, dated as of December 13, 1995, between United
Artists Theatre Circuit, Inc., as Tenant, Wilmington Trust Company, as the
Corporate Owner Trustee and the Corporate Remainderman Trustee, William J.
Wade, as the Individual Owner Trustee and the Individual Remainderman Trustee,
Theatre Investors, Inc., as the Owner Participant, Northway Mall
Associates LLC, as the Remainderman Participant, Alan B. Coffey as the
Individual Indenture Trustee and Fleet National Bank of Connecticut, as the
Corporate Indenture Trustee and the Pass Through Trustee.


 


“UA Pass-Through Trust Agreement” means the Pass Through Trust
Agreement, dated as of December 13, 1995, between United Artists Theatre
Circuit, Inc., as Tenant, and Fleet National Bank of Connecticut, as Pass
Through Trustee.


 


“UA Pass-Through Trust Documents” means the UA Pass-Through
Certificate, the UA Pass-Through Participation Agreement, the UA Pass-Through
Trust Agreement, and related agreements and documents entered into in
connection with the UA Pass-Through Trust Certificates.


 


“UCC” means the Uniform Commercial Code (or any similar or
equivalent legislation) as in effect from time to time in any applicable
jurisdiction.


 


“Unadjusted Eurodollar Rate Component” means that component of
the interest costs to Borrower in respect of a Eurodollar Rate Loan that is
based on the rate obtained pursuant to clause (i) of the definition of
Adjusted Eurodollar Rate.


 


“Unrestricted Subsidiary” means any Subsidiary that (i) does
not directly, indirectly, or beneficially own, hold or lease any Capital Stock
of, Subordinated Debt of, or own, or hold any 


 


32

















 


Lien
on, any Property of, Borrower or any of its Restricted Subsidiaries (or any direct
holding company parent of Borrower), (ii) at the time of
its formation or acquisition or at the time such Person becomes a Subsidiary,
is designated by the board of directors of Borrower to be an Unrestricted
Subsidiary (provided that any Person satisfying clause (i) above at the
time it becomes a Subsidiary of an Unrestricted Subsidiary shall be deemed
designated an Unrestricted Subsidiary at such time without any action by the
board of directors of Borrower) and (iii) of which Administrative Agent is
notified pursuant to Section 5.2(b)(ii); provided that, such Subsidiary at the time of such
designation (a) has no Indebtedness other than Non-Recourse Debt permitted
hereunder; (b) is not a party to any agreement, contract, arrangement or
understanding with Borrower or any of its Subsidiaries unless the terms of any
such agreement, contract, arrangement or understanding (i) are no less
favorable to Borrower or such Subsidiary, as the case may be, than those that
might be obtained at the time from Persons who are not Affiliates of Borrower
or (ii) comprise an Investment permitted pursuant to Section 6.8(j);
(c) is a Person as to which none of Borrower or any of its Restricted
Subsidiaries has any direct or indirect obligation (x) to subscribe for
additional Capital Stock (excluding Investments permitted under Sections 6.8(j) and
6.8(q)) or (y) to maintain or preserve such Person’s financial condition
or to cause such Person to achieve any specified level of operating results;
and (d) has not guaranteed or otherwise directly or indirectly provided
credit support for any Indebtedness of Borrower or any of its Restricted
Subsidiaries.  The board of directors of
Borrower may designate any Unrestricted Subsidiary (including any affiliate
that becomes an Unrestricted Subsidiary after the Closing Date) to be a
Restricted Subsidiary; provided
that, no Default or Event of Default is existing or will occur as a consequence
thereof.  If at any time any
Unrestricted Subsidiary would fail to meet the foregoing requirements as an
Unrestricted Subsidiary (or is redesignated by the board of directors of
Borrower as a Restricted Subsidiary), it shall thereafter cease to be an
Unrestricted Subsidiary for purposes of this Agreement (and shall be a
Restricted Subsidiary), any Indebtedness of such Subsidiary shall be deemed to
be incurred by a Restricted Subsidiary as of such date and any Investments in
such Subsidiary shall be deemed to be Investments in a Restricted Subsidiary as
of such date (and, if such Indebtedness or Investments are not permitted to be
incurred hereunder Borrower shall be in default under this Agreement).  Restricted Subsidiaries of Borrower may not
thereafter be designated as Unrestricted Subsidiaries.  Unrestricted Subsidiaries as of the Closing
Date are listed on Schedule 1.1A.


 


“Voting Stock”
of a Person means all classes of Capital Stock or other interests (including
partnership interests) of such Person then outstanding and normally entitled
(without regard to the occurrence of any contingency) to vote in the election
of directors, managers or trustees thereof.


 


“Weighted-Average Life to Maturity” means, as of the date of
determination, with respect to any Indebtedness, the quotient obtained by
dividing (i) the sum of the products of the number of years from the date
of determination to the dates of each successive scheduled principal payment of
such Indebtedness multiplied by the amount of such payment, by (ii) the
sum of all such payments.


 


“Wholly-Owned Subsidiary” means, as to any Person, all of the
Capital Stock of which (other than directors’ qualifying shares required by
law) is owned by another Person directly and/or through other Wholly-Owned
Subsidiaries of such other Person.


 


“Wholly-Owned Subsidiary Guarantor” means any Guarantor that is
a Wholly-Owned Subsidiary of Borrower.


 


33

















 


1.2          Accounting Terms.  Except as otherwise expressly
provided herein, all accounting terms not otherwise defined herein shall have
the meanings assigned to them in conformity with GAAP.  Financial statements and other information
required to be delivered by Borrower to Lenders pursuant to Sections 5.1(a),
5.1(b) and 5.1(c) shall be prepared in accordance with
GAAP as in effect at the time of such preparation.  Notwithstanding the foregoing, calculations
in connection with the definitions, covenants and other provisions hereof shall
utilize accounting principles and policies in conformity with those used to
prepare the Historical Financial Statements.


 


1.3          Interpretation, Etc.  Any of the terms defined herein may, unless
the context otherwise requires, be used in the singular or the plural,
depending on the reference.  The words “hereof,”
“herein,” “hereto” and “hereunder” and words of similar import shall refer to
this Agreement as a whole and not to any particular provision of this
Agreement.  References herein to any
Section, Appendix, Schedule or Exhibit shall be to a Section, an Appendix,
a Schedule or an Exhibit, as the case may be, hereof unless otherwise
specifically provided.  The use herein of
the word “include” or “including,” when following any general statement, term
or matter, shall not be construed to limit such statement, term or matter to
the specific items or matters set forth immediately following such word or to
similar items or matters, whether or not no limiting language (such as “without
limitation” or “but not limited to” or words of similar import) is used with reference
thereto, but rather shall be deemed to refer to all other items or matters that
fall within the broadest possible scope of such general statement, term or
matter.  Unless otherwise indicated,
references to contracts or agreements shall mean such contracts or agreements
as amended, restated, supplemented or otherwise modified from time to
time.  For purposes of determining
whether any Investment by Borrower or any of its Restricted Subsidiaries in any
Unrestricted Subsidiary is on fair and reasonable terms no less favorable to
the Borrower or such Restricted Subsidiary that it would obtain in an
arms-length transaction with a Person that is not an Affiliate, such determination
shall take into account the value derived by the Borrower or such Restricted
Subsidiary from the increase in the value of the equity interests the Borrower
or such Restricted Subsidiary holds in such Unrestricted Subsidiary as a result
of such Investment.


 


1.4          Relationship with Fifth Restated Credit
Agreement.


 


As stated in the preamble hereof, this Agreement is intended
to amend and restate the provisions of the Fifth Restated Credit Agreement, and
except as expressly modified herein, the outstanding obligations under the
Fifth Restated Credit Agreement shall from and after the Closing Date continue
to be owing and be subject to the terms of this Agreement.  Upon the Closing Date, all references in the
Notes and the other Loan Documents (including all Exhibits thereto) that are
not being amended and restated concurrently herewith to (i) the “Credit
Agreement” shall be deemed to include references to this Agreement, (ii) the
“Lenders” or a “Lender” or “Administrative Agent” shall mean such terms as
defined in this Agreement (and each such Lender shall be subject to and shall
benefit from all of the provisions of this Agreement and the other Loan Documents
as a Lender hereunder and thereunder) and (iii) (x) “Credit Suisse,
Cayman Islands Branch” or “Credit Suisse First Boston”, in its capacity as
Administrative Agent, shall mean “Credit Suisse AG, Cayman Islands Branch”, in
its capacity as Administrative Agent, and (y) “Credit Suisse, Cayman
Islands Branch” or “Credit Suisse First Boston” in its capacity as sole lead
arranger and sole book runner shall mean “Credit Suisse Securities (USA) LLC”,
in its capacity as joint lead arranger and joint bookrunner.  As to all periods occurring on or after the
Closing Date, all of the covenants set forth in the Fifth Restated Credit
Agreement shall be of no further force or effect (with respect to such
periods), it being understood that all obligations of Borrower under the Fifth
Restated Credit Agreement shall be governed by this Agreement from and after
the Closing Date.


 


34
















 


(a)           Notwithstanding
anything to the contrary in Section 1.4(a), Borrower, Agents and
the Lenders acknowledge and agree that all principal, interest, fees, costs,
reimbursable expenses and indemnification obligations accruing or arising under
or in connection with the Fifth Restated Credit Agreement, or under any other
Prior Credit Agreement through the Fifth Restated Credit Agreement, that remain
unpaid and outstanding immediately prior to the effectiveness of this Agreement
shall be and remain outstanding and payable as an Obligation under this
Agreement and the other Loan Documents upon and after the effectiveness of this
Agreement.


 


(b)           All
calculations of Consolidated Excess Cash Flow for periods ended on or prior to
the end of the First Fiscal Quarter of 2010, shall be calculated based on the
definitions set forth in the Fifth Restated Credit Agreement; provided
that, notwithstanding the foregoing, for purposes of Section 2.13,
Consolidated Excess Cash Flow shall be based on the definitions set forth in
this Agreement after giving effect to the Closing Date Transactions.


 


(c)           Each
Appendix, Exhibit and Schedule hereto shall amend and restate each such
Appendix, Exhibit and Schedule attached to the Fifth Restated Credit Agreement
in their entirety.


 


1.5          Confirmation, Ratification and Continuation
of Term Loans.  Borrower
hereby agrees that, as of the Closing Date (both before and after giving effect
to this Agreement), it is fully and truly indebted to the Lenders for the full
amount of the Term Loans stated herein. 
Furthermore, without limiting any of the other provisions of this
Agreement, upon the effectiveness of this Agreement (i) the Existing Term
Loans shall constitute Term Loans hereunder and shall be subject to and shall
benefit from all of the provisions of this Agreement and the other Loan
Documents applicable to the Term Loans and (ii) the unpaid principal of
and interest on the Existing Term Loans outstanding immediately prior to the
effectiveness hereof shall constitute “Obligations” hereunder and under the
other Loan Documents.


 


1.6          Confirmation, Ratification and
Conversion of Revolving Loans and Letters of Credit.  Borrower hereby agrees that, as of the
Closing Date (both before and after giving effect to this Agreement), it is
fully and truly indebted to the Lenders for the full amount of the Revolving
Loans stated herein.  Furthermore,
without limiting any of the other provisions of this Agreement, (i) immediately
upon the effectiveness of this Agreement, the Existing Letters of Credit shall
be deemed to have been issued hereunder and deemed to be Letters of Credit for
all purposes hereunder and all participations in letters of credit issued under
the Fifth Restated Credit Agreement shall be deemed to be terminated, (ii) concurrently
with the effectiveness of this Agreement, the “Revolving Commitments” under
(and as defined in) the Fifth Restated Credit Agreement shall be deemed
terminated and the Revolving Commitments hereunder shall be the “Revolving Commitments”
under (and as defined in) this Agreement and the Revolving Lenders shall be
deemed to be those Lenders that hold a Revolving Commitment hereunder, (iii) immediately
upon the effectiveness this Agreement, each Revolving Lender hereunder shall be
deemed to have purchased a participation in the Letters of Credit deemed issued
hereunder pursuant to the foregoing clause (i) in accordance with the
provisions of Section 2.3(e) as if such Letters of Credit had
initially been issued hereunder.


 


35

















 


SECTION 2.         LOANS
AND LETTERS OF CREDIT


 


2.1          Term Loans.


 


(a)           Continuation
of Existing Term Loans.  Subject to the terms and conditions hereof,
each Lender severally agrees to continue such Lender’s Existing Term Loans, as
Term Loans on the Closing Date to Borrower in an amount equal to such Lender’s
Existing Term Loans.  Any amount of a
Term Loan subsequently repaid or prepaid may not be reborrowed.  Subject to Sections 2.12(a) and 2.13,
all amounts owed hereunder with respect to the Term Loans shall be paid in full
no later than the Term Loan Maturity Date, respectively.


 


(b)           Interest
Period for Existing Term Loans; Borrowing Mechanics for Term Loans.


 


(i)    The
Interest Period on each Existing Term Loan that is a Eurodollar Rate Loan (an “Existing Eurodollar Rate Loan”) shall continue from the
commencement date of the Interest Period applicable thereto under the Fifth
Restated Credit Agreement immediately prior to the effectiveness of this
Agreement to the day such Interest Period was scheduled to expire immediately
prior to giving effect to this Agreement. 
Interest payable pursuant to Section 2.7(a) on Existing
Eurodollar Rate Loans that are continued as Eurodollar Rate Loans shall, solely
until the expiration of the Interest Period applicable thereto which commenced
prior to the Closing Date, be computed with reference to the same Adjusted
Eurodollar Rate used to compute the interest payable on Existing Eurodollar
Rate Loans as in effect under the Fifth Restated Credit Agreement immediately
prior to the effectiveness of this Agreement.


 


(c)           New Term Loans.


 


(i)            Borrower may up to three  times following
the Closing Date, by written notice to Administrative Agent elect to request
the establishment of additional Term Loan Commitments (the “New Term Loan Commitments”), by an amount
not in excess of $200,000,000 in the aggregate, pursuant to this Section 2.1(c),
and not less than $25,000,000 individually. 
Each such notice shall specify (a) the date (each, an “Increased Amount Date”) on which Borrower
proposes that the New Term Loan Commitments shall be effective, which shall be
a date not less than one Business Day after the date on which such notice is
delivered to Administrative Agent and (b) the identity of each Lender or
other Person that is an Eligible Assignee (each, a “New Term Loan Lender”) to whom Borrower proposes any portion
of such New Term Loan Commitments be allocated and the amounts of such
allocations; provided that, any
Lender approached to provide all or a portion of the New Term Loan Commitments
may elect or decline, in its sole discretion, to provide a New Term Loan
Commitment.  Such New Term Loan
Commitments shall become effective as of such Increased Amount Date without
further written consent or authorization from Lenders or the Administrative
Agent; provided that, (a) no
Default or Event of Default shall exist on such Increased Amount Date before or
after giving effect to such New Term Loan Commitments; (b) both before and
after giving effect to the making of any Series of New Term Loans, each of
the conditions set forth in Section 3.2 shall be satisfied; (c) Borrower
and its Subsidiaries shall be in pro forma compliance with each of the
covenants set forth in Sections 5 and 6 after giving effect to
such New Term Loan Commitments and New Term Loans; (d) the New Term Loan
Commitments shall be effected pursuant to one or more Joinder Agreements (each,
a “Joinder Agreement”) (which
shall set forth, for such New Term


 


36

















 


Loan Commitments and the New
Term Loans made pursuant thereto, the Applicable Margin and scheduled
amortization thereof and the final maturity thereof) executed and delivered by
Borrower, Administrative Agent and each New Term Loan Lender; and (e) Borrower
shall deliver or cause to be delivered any legal opinions or other documents
reasonably requested by Administrative Agent in connection with any such
transaction.  Any New Term Loans funded
pursuant to any one Joinder Agreement shall be designated a separate series
(each a “Series”) of New Term Loans for all purposes
of this Agreement.  Upon and after the
effectiveness of New Term Loan Commitments, subject to the satisfaction of the
foregoing terms and conditions and other applicable terms and conditions in
this Agreement and the Joinder Agreement, (a) each New Term Loan Lender of
such Series shall make a New Term Loan to Borrower in an amount equal to
its pro rata portion of the New Term Loan
Commitment being funded, and (b) each New Term Loan Lender of any Series shall
become a Lender hereunder with respect to the New Term Loan Commitment of such Series and
the New Term Loans of such Series made pursuant thereto.  Administrative Agent shall notify Lenders
promptly upon receipt of Borrower’s notice of each Increased Amount Date and
the amount of New Term Loan Commitments of such Series.  Each New Term Loan Commitment with respect to
any Series shall terminate immediately and without further action upon
funding of such New Term Loan.  The terms
and provisions of the New Term Loans and New Term Loan Commitments of any Series shall
be, except as otherwise set forth herein or permitted under this Section 2.1(c)(i) and
set forth in the applicable Joinder Agreement, identical to Term Loans.  In any event (a) the applicable maturity
date of each Series of New Term Loans shall be no earlier than the Final
Maturity Date, (b) the Weighted-Average Life to Maturity of all New Term
Loans of any Series shall be no shorter than the Weighted-Average Life to
Maturity of the Terms Loans outstanding on the Closing Date under this
Agreement and (c) with respect to any New Term Loans created hereunder, if
the initial yield on such New Term Loans (as reasonably determined by the
Administrative Agent to be equal to the sum of (x) the margin applicable
to such New Term Loans above the Adjusted Eurodollar Rate and (y) if such
New Term Loans are initially made at a discount or the Lenders making the same
receive a fee directly or indirectly from or on behalf of the Borrower for
doing so (excluding customary arranger or commitment fees paid to the Arrangers
or their affiliates), and such discount and fees are in excess of 0.50% (the
amount of such discount or upfront fees, in excess of 0.50% expressed as a
percentage of such New Term Loans, being referred to herein as “Upfront Fees”), the amount of such Upfront Fees divided by
the lesser of (A) the average life to maturity of such New Term Loans and (B) four)
exceeds the Applicable Margin for any Term Loans that are Eurodollar Loans by
more than 50 basis points (the amount of such excess above 50 basis points
being referred to herein as the “Yield Differential”),
then the Applicable Margin (without respect to Eurodollar Rate Loans or Base
Rate Loans) then in effect for such Term Loans shall automatically be increased
by the Yield Differential, effective upon the making of the New Term Loans; provided
that, if the lowest permissible rate applicable to such New Term Loans is
higher than the lowest permissible rate applicable to other Term Loans (as a
result of a “floor” or similar feature), then the difference between such
lowest permissible rate and zero shall be used in calculating the Yield Differential
for purposes of this clause (c). 
Notwithstanding anything to the contrary contained herein, Borrower, Guarantors
and Administrative Agent may execute such amendments and/or amendments and
restatements to this Agreement and the other Loan Documents as may be necessary
or advisable to effectuate the provisions of this subsection 2.1(c)(i),
and each Joinder Agreement may, without the consent of any other Lenders,
effect any such amendments and/or amendments and restatements to this Agreement
and the other Loan Documents as may be necessary or advisable to effectuate the
provisions of this subsection 2.1(c)(i).


 


37

















 


(ii)           Borrower shall deliver to
Administrative Agent a fully executed Funding Notice no later than (x) for
New Term Loans that are Base Rate Loans, one Business Day prior to the
requested funding of a New Term Loan, and (y) for New Term Loans that are
Eurodollar Rate Loans, three Business Days prior to the requested funding of a
New Term Loan, it being understood that any such Funding Notice may be
delivered concurrently with notice by Borrower to Administrative Agent
requesting New Term Loan Commitments as provided for in subsection 2.1(c)(i).  Promptly upon receipt by Administrative Agent
of such Funding Notice, Administrative Agent shall notify each Lender with a
New Term Loan Commitment relating to the proposed borrowing.


 


(iii)          Each Lender with a New Term
Loan Commitment shall make its New Term Loan, as provided above, available to
Administrative Agent not later than 12:00 p.m. (New York City time) on the
date specified for such funding by Borrower on the applicable Funding Notice,
by wire transfer of same day funds in Dollars, at Administrative Agent’s
Principal Office.  Upon satisfaction or
waiver of the conditions precedent specified herein, Administrative Agent shall
make the proceeds of such New Term Loans available to Borrower on such date by
causing an amount of same day funds in Dollars equal to the proceeds of all
such New Term Loans received by Administrative Agent from Lenders to be
credited to the account of Borrower as designated in writing to Administrative
Agent by Borrower in the applicable Funding Notice.


 


2.2          Revolving Loans.


 


(a)           Replacement
of Existing Revolving Commitments.  The Existing Revolving Commitments are hereby
terminated and replaced with the Revolving Commitments, as more particularly described
on Appendix A-2.


 


(b)           Revolving
Commitments.  During the Revolving Commitment Period,
subject to the terms and conditions hereof, each Revolving Lender severally
agrees to make Revolving Loans to Borrower in an aggregate amount up to but not
exceeding such Lender’s Revolving Commitment; provided
that, after giving effect to the making of any Revolving Loans in no
event shall the Total Utilization of Revolving Commitments exceed the Revolving
Commitments then in effect.  Amounts
borrowed pursuant to this Section 2.2(b) may be repaid and
reborrowed during the Revolving Commitment Period.  Each Revolving Lender’s Revolving Commitment
shall expire on the Revolving Commitment Termination Date and all Revolving
Loans and all other amounts owed hereunder with respect to the Revolving Loans
and the Revolving Commitments shall be paid in full no later than such date.


 


(c)           Borrowing Mechanics for Revolving Loans.


 


(i)    Except
pursuant to Section 2.3(d), Revolving Loans that are Base Rate
Loans shall be made in an aggregate minimum amount of $1,000,000 and integral
multiples of $1,000,000 in excess of that amount, and Revolving Loans that are
Eurodollar Rate Loans shall be in an aggregate minimum amount of $3,000,000 and
integral multiples of $1,000,000 in excess of that amount.


 


(ii)   Whenever
Borrower desires that Lenders make Revolving Loans, Borrower shall deliver to
Administrative Agent a fully executed and delivered Funding Notice no later
than 10:00 a.m. (New York City time) at least three Business Days in advance
of the proposed Credit Date in the case of a Eurodollar Rate Loan, and, in the
case of a Revolving Loan that is a Base Rate Loan, a Funding Notice or
irrevocable telephonic 


 


38

















 


notice confirmed promptly in writing through a Funding Notice
(which Funding Notice or telephonic notice must be received by the
Administrative Agent not later than 11:00 a.m., New York City time, on the
proposed Credit Date).  Except as
otherwise provided herein, a Funding Notice for a Revolving Loan that is a
Eurodollar Rate Loan shall be irrevocable on and after the related Interest
Rate Determination Date, and Borrower shall be bound to make a borrowing in
accordance therewith.


 


(iii)  Notice of
receipt of each Funding Notice in respect of Revolving Loans, together with the
amount of each Revolving Lender’s Pro Rata Share thereof, if any, shall be
provided by Administrative Agent to each applicable Revolving Lender with
reasonable promptness on the same day as Administrative Agent’s receipt of such
Notice from Borrower.


 


(iv)  Each
Revolving Lender shall make the amount of its Revolving Loan available to
Administrative Agent not later than 12:00 p.m. (New York City time) on the
applicable Credit Date by wire transfer of same day funds in Dollars, at
Administrative Agent’s Principal Office. 
Except as provided herein, upon satisfaction or waiver of the conditions
precedent specified herein, Administrative Agent shall make the proceeds of
such Revolving Loans available to Borrower on the applicable Credit Date by
causing an amount of same day funds in Dollars equal to the proceeds of all
such Revolving Loans received by Administrative Agent from Lenders to be
credited to the account of Borrower as designated in writing to Administrative
Agent by Borrower in the applicable Funding Notice.


 


2.3          Issuance of Letters of Credit and Purchase
of Participations Therein.


 


(a)           Letters
of Credit.  During the Revolving Commitment Period,
subject to the terms and conditions hereof, Issuing Bank agrees to issue
Letters of Credit for the account of Borrower in the aggregate amount up to but
not exceeding the Letter-of-Credit Sublimit; provided
that,  (i) each Letter of
Credit shall be denominated in Dollars, (ii) the stated amount of each Letter
of Credit shall not be less than $500,000 or such lesser amount as is
acceptable to Issuing Bank, (iii) after giving effect to such issuance, in
no event shall the Total Utilization of Revolving Commitments exceed the
Revolving Commitments then in effect, (iv) after giving effect to such
issuance, in no event shall the Letter-of-Credit Usage exceed the
Letter-of-Credit Sublimit then in effect, and (v) in no event shall any
Letter of Credit have an expiration date later than the earlier of (1) five
Business Days prior to the Revolving Commitment Termination Date and (2) the
date that is one year from the date of issuance of such Letter of Credit.  Subject to the foregoing, Issuing Bank may
agree (such agreement not to be unreasonably withheld) that a Letter of Credit
will automatically be extended for one or more successive periods not to exceed
one year each, unless Issuing Bank reasonably elects not to extend for any such
additional period; provided that,  Issuing Bank shall not extend any such
Letter of Credit if it has received written notice that a Default or an Event
of Default has occurred and is continuing at the time Issuing Bank must elect
to allow such extension; provided further that, notwithstanding anything to the
contrary contained in this Section 2.3 or elsewhere in this Agreement, in
the event a Revolving Lender has become a Defaulting Lender or a Prospective
Defaulting Lender, Issuing Bank shall not be required to issue or extend
any Letter of Credit unless (i) Issuing Bank has entered into arrangements
satisfactory to it and Borrower to eliminate Issuing Bank’s risk with respect
to the participation in Letters of Credit by all such Defaulting Lenders and Prospective Defaulting Lenders,
including by cash collateralizing each such Defaulting Lender’s or Prospective Defaulting Lender’s
Pro Rata Share of the Letter-of-Credit Usage or (ii) a reallocation of
such Defaulting Lender’s or
Prospective Defaulting


 


39

















 


Lender’s Pro Rata Share of Letter-of-Credit Usage (after giving
effect to such Letter of Credit issuance) pursuant to Section 2.3(i) shall
have occurred.


 


(b)           Notice
of Issuance.  Whenever Borrower desires the issuance of a
Letter of Credit, it shall deliver to Administrative Agent an Issuance Notice no
later than 12:00 p.m. (New York City time) at least three Business Days,
or in each case such shorter period as may be agreed to by Issuing Bank in any
particular instance, in advance of the proposed date of issuance.  Upon satisfaction or waiver of the conditions
set forth in Section 3.2, Issuing Bank shall issue the requested
Letter of Credit only in accordance with Issuing Bank’s standard operating
procedures.  Upon the issuance of any
Letter of Credit or amendment or modification to a Letter of Credit, Issuing
Bank shall promptly notify each Revolving Lender of such issuance, amendment or
modification, which notice shall include the amount of such Lender’s respective
participation in such Letter of Credit pursuant to Section 2.3(e).


 


(c)           Responsibility
of Issuing Bank With Respect to Requests for Drawings and Payments.  In determining
whether to honor any drawing under any Letter of Credit by the beneficiary
thereof, Issuing Bank shall be responsible only to examine the documents
delivered under such Letter of Credit with reasonable care so as to ascertain
whether they appear on their face to be in accordance with the terms and
conditions of such Letter of Credit.  As
between Borrower and Issuing Bank, Borrower assumes all risks of the acts and
omissions of, or misuse of the Letters of Credit issued by Issuing Bank, by the
respective beneficiaries of such Letters of Credit.  In furtherance and not in limitation of the
foregoing, Issuing Bank shall not be responsible for:  (i) the form, validity, sufficiency,
accuracy, genuineness or legal effect of any document submitted by any party in
connection with the application for and issuance of any such Letter of Credit,
even if it should in fact prove to be in any or all respects invalid,
insufficient, inaccurate, fraudulent or forged; (ii) the validity or
sufficiency of any instrument transferring or assigning or purporting to
transfer or assign any such Letter of Credit or the rights or benefits
thereunder or proceeds thereof, in whole or in part, that may prove to be
invalid or ineffective for any reason; (iii) the failure of the
beneficiary of any such Letter of Credit to comply fully with any conditions required
in order to draw on such Letter of Credit; (iv) errors, omissions,
interruptions or delays in transmission or delivery of any messages, by mail,
electronic mail, cable, telegraph, telex or otherwise, whether or not they be
in cipher; (v) errors in interpretation of technical terms; (vi) any
loss or delay in the transmission or otherwise of any document required in
order to make a drawing under any such Letter of Credit or of the proceeds
thereof; (vii) the misapplication by the beneficiary of any such Letter of
Credit of the proceeds of any drawing under such Letter of Credit; or (viii) any
consequences arising from causes beyond the control of Issuing Bank, including
any Governmental Acts; none of the above shall affect or impair, or prevent the
vesting of, any of Issuing Bank’s rights or powers hereunder.  Without limiting the foregoing and in furtherance
thereof, any action taken or omitted by Issuing Bank under or in connection
with the Letters of Credit or any documents and certificates delivered
thereunder, if taken or omitted in good faith, shall not give rise to any
liability on the part of Issuing Bank to Borrower.  Notwithstanding anything to the contrary
contained in this Section 2.3(c), Borrower shall retain any and all
rights it may have against Issuing Bank for any liability arising solely out of
the gross negligence or willful misconduct of Issuing Bank, as finally
determined by a court of competent jurisdiction in a nonappealable decision.


 


(d)           Reimbursement
by Borrower of Amounts Drawn or Paid Under Letters of Credit.  In the event Issuing
Bank has determined to honor a drawing under a Letter of Credit, it shall
promptly notify Borrower and Administrative Agent, and Borrower shall reimburse
Issuing Bank on or before the Business Day immediately following the date on
which such drawing is honored (the “Reimbursement
Date”) in an amount in Dollars and in same day funds equal to 


 


40

















 


the amount of such honored drawing; provided that,  anything contained herein to the contrary notwithstanding, (i) unless
Borrower shall have notified Administrative Agent and Issuing Bank prior to
10:00 a.m. (New York City time) on the date such drawing is honored that
Borrower intends to reimburse Issuing Bank for the amount of such honored
drawing with funds other than the proceeds of Revolving Loans, Borrower shall
be deemed to have given a timely Funding Notice to Administrative Agent
requesting the Revolving Lenders to make Revolving Loans that are Base Rate
Loans on the Reimbursement Date in an amount in Dollars equal to the amount of
such honored drawing, and (ii) subject to satisfaction or waiver of the
conditions specified in Section 3.2, the Revolving Lenders shall,
on the Reimbursement Date, make Revolving Loans that are Base Rate Loans in the
amount of such honored drawing, the proceeds of which shall be applied directly
by Administrative Agent to reimburse Issuing Bank for the amount of such
honored drawing; and provided further that,
if for any reason proceeds of Revolving Loans are not received by Issuing Bank
on the Reimbursement Date in an amount equal to the amount of such honored
drawing, Borrower shall reimburse Issuing Bank, on demand, in an amount in same
day funds equal to the excess of the amount of such honored drawing over the
aggregate amount of such Revolving Loans, if any, that are so received.  Nothing in this Section 2.3(d) shall
be deemed to relieve any Revolving Lender from its obligation to make Revolving
Loans on the terms and conditions set forth herein, and Borrower shall retain
any and all rights it may have against any Lender resulting from the failure of
such Lender to make such Revolving Loans under this Section 2.3(d).


 


(e)           Revolving
Lenders’ Purchase of Participations in Letters of Credit.  Immediately upon the
issuance of each Letter of Credit, each Revolving Lender shall be deemed to
have purchased, and hereby agrees to irrevocably purchase, from Issuing Bank a
participation in such Letter of Credit and any drawings honored thereunder in
an amount equal to such Lender’s Pro Rata Share (with respect to the Revolving
Commitments) of the maximum amount that is or at any time may become available
to be drawn thereunder.  In the event
that Borrower shall fail for any reason to reimburse Issuing Bank as provided
in Section 2.3(d), Issuing Bank shall promptly notify each
Revolving Lender of the unreimbursed amount of such honored drawing and of such
Lender’s respective participation therein based on such Lender’s Pro Rata Share
of the Revolving Commitments.  Each
Revolving Lender shall make available to Issuing Bank an amount equal to its respective
participation, in Dollars and in same day funds, at the office of Issuing Bank
specified in such notice, not later than 12:00 p.m. (New York City time)
on the first business day (under the laws of the jurisdiction in which such
office of Issuing Bank is located) after the date notified by Issuing
Bank.  In the event that any Revolving
Lender fails to make available to Issuing Bank on such business day the amount
of such Lender’s participation in such Letter of Credit as provided in this Section 2.3(e),
Issuing Bank shall be entitled to recover such amount on demand from such
Lender together with interest thereon for three Business Days at the rate
customarily used by Issuing Bank for the correction of errors among banks, and
thereafter at the Base Rate.  Nothing in
this Section 2.3(e) shall be deemed to prejudice the right of
any Revolving Lender to recover from Issuing Bank any amounts made available by
such Lender to Issuing Bank pursuant to this Section 2.3(e) in
the event that it is determined that the payment with respect to a Letter of
Credit in respect of which payment was made by such Lender constituted gross
negligence or willful misconduct on the part of Issuing Bank, as finally
determined by a court of competent jurisdiction in a nonappealable
decision.  In the event Issuing Bank
shall have been reimbursed by other Revolving Lenders pursuant to this Section 2.3(e) for
all or any portion of any drawing honored by Issuing Bank under a Letter of
Credit, such Issuing Bank shall distribute to each Revolving Lender that has
paid all amounts payable by it under this Section 2.3(e) with
respect to such honored drawing such Lender’s Pro Rata Share of all payments
subsequently received by Issuing Bank from Borrower in reimbursement of such
honored drawing when such payments are received.  Any such distribution shall be made to a
Revolving Lender at its primary 


 


41

















 


address set forth below its name on Appendix B or at
such other address as such Lender may request.


 


(f)            Obligations
Absolute. 
The obligation of Borrower to reimburse Issuing Bank for drawings
honored under the Letters of Credit issued by it and to repay any Revolving
Loans made by Revolving Lenders pursuant to Section 2.3(d) and
the obligations of such Lenders under Section 2.3(e) shall be
unconditional and irrevocable and shall be paid strictly in accordance with the
terms hereof under all circumstances including any of the following
circumstances:  (i) any lack of
validity or enforceability of any Letter of Credit; (ii) the existence of
any claim, set-off, defense or other right that Borrower or any Revolving
Lender may have at any time against a beneficiary or any transferee of any
Letter of Credit (or any Persons for whom any such transferee may be acting),
Issuing Bank, any other Lender or any other Person or, in the case of a Lender,
against Borrower, whether in connection herewith, the transactions contemplated
herein or any unrelated transaction (including any underlying transaction between
Borrower or one of its Subsidiaries and the beneficiary for which any Letter of
Credit was procured); (iii) any draft or other document presented under
any Letter of Credit proving to be forged, fraudulent, invalid or insufficient
in any respect or any statement therein being untrue or inaccurate in any
respect; (iv) payment by Issuing Bank under any Letter of Credit against
presentation of a draft or other document that does not substantially comply
with the terms of such Letter of Credit; (v) any adverse change in the
business, operations, properties, assets, condition (financial or otherwise) or
prospects of Borrower or any of its Subsidiaries; (vi) any breach hereof
or any other Loan Document by any party thereto; (vii) any other circumstance
or happening whatsoever, whether or not similar to any of the foregoing; or (viii) the
fact that an Event of Default or a Default shall have occurred and be
continuing; provided that,  in each case, payment by Issuing Bank
under the applicable Letter of Credit shall not have constituted gross
negligence or willful misconduct of Issuing Bank under the circumstances in
question, as finally determined by a court of competent jurisdiction in a
nonappealable decision.


 


(g)           Indemnification.  Without duplication
of any obligation of Borrower under Section 9.2 or 9.3, in
addition to amounts payable as provided herein, Borrower hereby agrees to
protect, indemnify, pay and save harmless Issuing Bank from and against any and
all claims, demands, liabilities, damages, losses, costs, charges and expenses
(including reasonable fees, expenses and disbursements of counsel and allocated
costs of internal counsel) that Issuing Bank may incur or be subject to as a
consequence, direct or indirect, of (i) the issuance of any Letter of Credit
by Issuing Bank, other than as a result of (1) the gross negligence or
willful misconduct of Issuing Bank, as finally determined by a court of
competent jurisdiction in a nonappealable decision, or (2) the wrongful
dishonor by Issuing Bank of a proper demand for payment made under any Letter
of Credit issued by it, or (ii) the failure of Issuing Bank to honor a
drawing under any such Letter of Credit as a result of any Governmental Act.


 


(h)           Notwithstanding
anything to the contrary herein, the Existing Letters of Credit shall be deemed
to have been issued hereunder and deemed to be Letters of Credit for all
purposes hereunder.


 


(i)            Notwithstanding
anything to the contrary herein, if any Revolving Lender becomes a Defaulting
Lender or a Prospective Defaulting Lender 
and the Issuing Bank has declined to issue or extend a Letter of Credit
pursuant to the last proviso of Section 2.3(a) or the Issuing Bank
otherwise elects in relation to previously issued Letters of Credit, then:


 


(i)    at the
election of the Borrower or the Issuing Bank, such portion of such Defaulting
Lender’s Pro Rata Share of Letter-of-Credit Usage and participations in 


 


42

















 


Letters of Credit held by such Defaulting Lender or
Prospective Defaulting Lender shall be reallocated among all other Revolving
Lenders that are not Defaulting Lenders or Prospective Defaulting Lenders  (a “Non-Defaulting Lender”)
in proportion with their Pro Rata Share of Letter-of-Credit Usage, but only to
the extent the Total Utilization of Revolving Commitments does not exceed the
sum of all such Non-Defaulting Lenders’ Revolving Commitments;


 


(ii)   any letter
of credit fees payable to a Defaulting Lender or Prospective Defaulting Lender
with respect to any Letter-of-Credit Usage reallocated pursuant to clause (i) above
shall be payable instead to the Non-Defaulting Lenders in proportion to their
Pro Rata Share of such Letter-of-Credit Usage so allocated to them; and


 


(iii)  in the
event that a Defaulting Lender ceases to be a Defaulting Lender or Prospective
Defaulting Lender (as determined by both the Issuing Bank and the Borrower in
their sole discretion) then the portion of such Defaulting Lender’s Pro Rata
Share of Letter-of-Credit Usage and participations in Letters of Credit
reallocated to Non-Defaulting Lenders pursuant to clause (i) above shall
be reallocated to such previously Defaulting Lender or Prospective Defaulting
Lender and such previously Defaulting Lender or Prospective Defaulting Lender shall
be entitled to receive the letter of credit fees payable in respect of such
Letter-of-Credit Usage following the date of such reallocation.


 


It being understood and agreed that no reallocation of
Letter-of-Credit Usage or participations in Letters of Credit pursuant to this Section 2.3(i) shall
result in the Issuing Bank being required to issue or extend any Letter of
Credit unless the Issuing Bank is satisfied that such reallocation has
eliminated its risk with respect to the participation in Letters of Credit by
all Defaulting Lenders and or Prospective Defaulting Lenders.  The provisions of this Section 2.3(i) shall
not limit or reduce any liability of any Defaulting Lender or any or
Prospective Defaulting Lender for failure to perform its obligations under the
Loan Documents (and Revolving Lenders and Issuing Bank may look to recover any
amounts that would have been owing hereunder by any Defaulting Lender had such
reallocation or other method of dealing with Defaulting Lenders not been implemented).


 


2.4          Pro Rata Shares; Availability of Funds.


 


(a)           Pro
Rata Shares.  All Loans shall be made, and all
participations purchased, by Lenders simultaneously and proportionately to
their respective Pro Rata Shares, it being understood that no Lender shall be
responsible for any default by any other Lender in such other Lender’s
obligation to make a Loan requested hereunder or purchase a participation required
hereby nor shall any Term Loan Commitment or any Revolving Commitment of any
Lender be increased or decreased as a result of a default by any other Lender
in such other Lender’s obligation to make a Loan requested hereunder or
purchase a participation required hereby.


 


(b)           Availability
of Funds. 
Unless Administrative Agent shall have been notified by any Lender prior
to the applicable Credit Date that such Lender does not intend to make
available to Administrative Agent the amount of such Lender’s Loan requested on
such Credit Date, Administrative Agent may assume that such Lender has made
such amount available to Administrative Agent on such Credit Date and
Administrative Agent may, in its sole discretion, but shall not be obligated
to, make available to Borrower a corresponding amount on such Credit Date.  If such Lender’s Loan amount is not in fact
made available to Administrative Agent by 


 


43

















 


such Lender, Administrative Agent shall be entitled to
recover such corresponding amount on demand from such Lender together with
interest thereon, for each day from such Credit Date until the date such amount
is paid to Administrative Agent, at the customary rate set by Administrative
Agent for the correction of errors among banks for three Business Days and
thereafter at the Base Rate.  If such
Lender does not pay such corresponding amount forthwith upon Administrative
Agent’s demand therefor, Administrative Agent shall promptly notify Borrower
and Borrower shall immediately pay such corresponding amount to Administrative
Agent together with interest thereon, for each day from such Credit Date until
the date such amount is paid to Administrative Agent, at the rate payable
hereunder for Base Rate Loans for such Class of Loans.  Nothing in this Section 2.4(b) shall
be deemed to relieve any Lender from its obligation to fulfill its Term Loan
Commitments and Revolving Commitments hereunder or to prejudice any rights that
Borrower may have against any Lender as a result of any default by such Lender
hereunder.


 


2.5          Use of Proceeds.  The proceeds of any New Term Loans shall be
applied by Borrower for working capital and general corporate purposes,
including Permitted Acquisitions and the payment of dividends to the Parent
pursuant to Section 6.6(c) for the purpose of redeeming,
repurchasing or otherwise acquiring all or a portion of the Parent’s 6 1⁄4%
Convertible Senior Notes Due March 15, 2011.  The proceeds of the Revolving Loans and
Letters of Credit made after the Closing Date shall be applied by Borrower for
working capital and general corporate purposes of Borrower and its
Subsidiaries; provided that,
Revolving Loans may not be used to finance Permitted Acquisitions unless, at
the time thereof, the aggregate unused amount of Revolving Commitments then in
effect plus unrestricted and
unencumbered Cash and Cash Equivalents (it being understood that, Cash and Cash
Equivalents subject to Liens granted under the Security Documents shall not be
deemed to be restricted or encumbered as a result thereof) held by Borrower and
its Restricted Subsidiaries in excess of $30,000,000 is not less than $50,000,000.  Letters of Credit shall be used solely to
support payment obligations incurred in the ordinary course of business by
Borrower and its Restricted Subsidiaries. 
No portion of the proceeds of any Credit Extension shall be used in any
manner that causes or might cause such Credit Extension or the application of
such proceeds to violate Regulation T, Regulation U or Regulation X of the
Board of Governors of the Federal Reserve System or any other regulation
thereof or to violate the Exchange Act. 
Specifically, no portion of the proceeds of any Credit Extension may be
used to purchase or carry margin stock or to extend credit to others for the
purpose of purchasing or carrying margin stock.


 


2.6          Evidence of Debt; Register; Lenders’ Books
and Records; Notes.


 


(a)           Lenders’
Evidence of Debt.  Each Lender shall maintain on its internal
records an account or accounts evidencing the Obligations of Borrower to such
Lender, including the amounts of the Loans made by it and each repayment and
prepayment in respect thereof.  Any such
recordation shall be conclusive and binding on Borrower, absent manifest error;
provided that, the failure to
make any such recordation, or any error in such recordation, shall not affect
any Lender’s Revolving Commitments or Borrower’s Obligations in respect of any
applicable Loans; and provided further
that, in the event of any inconsistency between the Register and any Lender’s
records, the recordations in the Register shall govern.


 


(b)           Register.  Administrative Agent
shall maintain at its Principal Office a register for the recordation of the
names and addresses of Lenders and the Revolving Commitments and Loans of each
Lender from time to time (the “Register”).  In the case of a Related Lender Assignment
described in Section 9.6(c) that is not reflected in the
Register, the assigning Lender shall maintain a comparable register, which
shall be made available for inspection by Administrative Agent at any
reasonable time and from time to time upon reasonable prior notice


 


44
















 


to such Lender.  The
Register shall be available for inspection by Borrower or any Lender at any
reasonable time and from time to time upon reasonable prior notice.  Administrative Agent shall record in the
Register the Revolving Commitments and the Loans, and each repayment or prepayment
in respect of the principal amount of the Loans, and any such recordation shall
be conclusive and binding on Borrower and each Lender, absent manifest error; provided that,  failure to make any such recordation, or any error in such
recordation, shall not affect any Lender’s Revolving Commitments or Borrower’s
Obligations in respect of any Loan. 
Borrower hereby designates Administrative Agent to serve as Borrower’s
agent solely for purposes of maintaining the Register as provided in this Section 2.6,
and Borrower hereby agrees that, to the extent Administrative Agent serves in
such capacity, Administrative Agent and its officers, directors, employees,
agents and affiliates shall constitute “Indemnitees.”


 


(c)           Notes.  If so requested by any Lender by written
notice to Borrower at least two Business Days prior to the Closing Date, or at
any time thereafter, Borrower shall execute and deliver to such Lender (and/or,
if applicable and if so specified in such notice, to any Person who is an
assignee of such Lender pursuant to Section 9.6) on the Closing
Date (or, if such notice is delivered after the Closing Date, promptly after
Borrower’s receipt of such notice) a Note or Notes to evidence such Lender’s
Term Loan or Revolving Loan, as the case may be.


 


2.7          Interest
on Loans.


 


(a)           Except
as otherwise set forth herein, each Class of Loans shall bear interest on
the unpaid principal amount thereof from the date made through repayment
(whether by acceleration or otherwise) thereof


 


(i)    in the
case of Revolving Loans, (A) if a Base Rate Loan, at the Base Rate plus the Applicable Margin, or (B) if
a Eurodollar Rate Loan, at the Adjusted Eurodollar Rate plus the Applicable Margin, and


 


(ii)   in the
case of Term Loans,


 


(1)           if a Base
Rate Loan, at the Base Rate plus
the Applicable Margin, or


 


(2)           if a
Eurodollar Rate Loan, at the Adjusted Eurodollar Rate plus the Applicable Margin.


 


(b)           The
basis for determining the rate of interest with respect to any Loan, and the
Interest Period with respect to any Eurodollar Rate Loan, shall be selected by
Borrower and notified to Administrative Agent (who shall promptly notify the
relevant Lenders) pursuant to the applicable Funding Notice or
Conversion/Continuation Notice, as the case may be.  If on any day a Loan is outstanding with
respect to which a Funding Notice or Conversion/Continuation Notice has not
been delivered to Administrative Agent in accordance with the terms hereof specifying
the applicable basis for determining the rate of interest, then for that day
such Loan shall be a Base Rate Loan.


 


(c)           In
connection with Eurodollar Rate Loans there shall be no more than 15 Interest
Periods outstanding at any time.  In the
event Borrower fails to specify between a Base Rate Loan or a Eurodollar Rate
Loan in the applicable Funding Notice or Conversion/Continuation Notice, such
Loan (if outstanding as a Eurodollar Rate Loan) will be automatically converted
into a Base Rate Loan on the last day of the then current Interest Period for
such 


 


45

















 


Loan (or if outstanding as a Base Rate Loan will remain as,
or (if not then outstanding) will be made as, a Base Rate Loan).  In the event Borrower fails to specify an
Interest Period for any Eurodollar Rate Loan in the applicable Funding Notice
or Conversion/Continuation Notice, Borrower shall be deemed to have selected an
Interest Period of three months.  As soon
as practicable on each Interest Rate Determination Date, Administrative Agent
shall determine (which determination shall, absent manifest error, be final,
conclusive and binding on all parties) the interest rate that shall apply to
the Eurodollar Rate Loans for which an interest rate is then being determined
for the applicable Interest Period and shall promptly give notice thereof (in
writing or by telephone confirmed in writing) to Borrower and each Lender.


 


(d)           Interest
payable pursuant to Section 2.7(a) shall be computed (i) in
the case of Base Rate Loans with reference to the Prime Rate, on the basis of a
365-day or 366-day year, as the case may be, and (ii) in the case of
Eurodollar Rate Loans or Base Rate Loans with reference to the Federal Funds
Effective Rate, on the basis of a 360-day year, in each case for the actual
number of days elapsed in the period during which it accrues.  In computing interest on any Loan, the date
of the making of such Loan or the first day of an Interest Period applicable to
such Loan or, with respect to a Base Rate Loan being converted from a
Eurodollar Rate Loan, the date of conversion of such Eurodollar Rate Loan to
such Base Rate Loan, as the case may be, shall be included, and the date of
payment of such Loan or the expiration date of an Interest Period applicable to
such Loan or, with respect to a Base Rate Loan being converted to a Eurodollar
Rate Loan, the date of conversion of such Base Rate Loan to such Eurodollar
Rate Loan, as the case may be, shall be excluded; provided that, if a Loan is repaid on the same day on which
it is made, one day’s interest shall be paid on that Loan.


 


(e)           Except
as otherwise set forth herein, interest on each Loan shall be payable in
arrears (i) on each Interest Payment Date applicable to that Loan; (ii) upon
any prepayment of that Loan, whether voluntary or mandatory, to the extent accrued
on the principal amount being prepaid; and (iii) at maturity, including
final maturity as the case may be; provided that,  with respect to any voluntary prepayment
of a Base Rate Loan (other than in connection with a voluntary prepayment of
all Loans), accrued interest shall instead be payable on the applicable
Interest Payment Date.


 


(f)            Borrower
agrees to pay to Issuing Bank, with respect to drawings honored under any Letter
of Credit, interest on the amount paid by Issuing Bank in respect of each such
honored drawing from the date such drawing is honored to but excluding the date
such amount is reimbursed by or on behalf of Borrower at a rate equal to (i) for
the period from the date such drawing is honored to but excluding the
applicable Reimbursement Date, the rate of interest otherwise payable hereunder
with respect to Revolving Loans that are Base Rate Loans, and (ii) thereafter,
a rate that is 2.00% per annum in excess of the rate of interest otherwise payable
hereunder with respect to Revolving Loans that are Base Rate Loans.


 


(g)           Interest
payable pursuant to Section 2.7(f) shall be computed on the basis
of a 360-day year for the actual number of days elapsed in the period during
which it accrues, and shall be payable on demand or, if no demand is made, on
the date on which the related drawing under a Letter of Credit is reimbursed in
full.  Promptly upon receipt by Issuing
Bank of any payment of interest pursuant to Section 2.7(f), Issuing
Bank shall distribute to each Lender (other than Defaulting Lenders), out of
the interest received by Issuing Bank in respect of the period from the date
such drawing is honored to but excluding the date on which Issuing Bank is reimbursed
for the amount of such drawing (including any such reimbursement out of the
proceeds of any Revolving Loans), the amount that such Lender would have been
entitled to receive in respect of the letter of credit fee that would have been
payable in respect of such Letter of Credit 


 


46

















 


for such period if no drawing had been honored under such
Letter of Credit.  In the event Issuing
Bank shall have been reimbursed by Lenders for all or any portion of such
honored drawing, Issuing Bank shall distribute to each Lender that has paid all
amounts payable by it under Section 2.3(e) with respect to
such honored drawing such Lender’s Pro Rata Share of any interest received by
Issuing Bank in respect of that portion of such honored drawing so reimbursed
by Lenders for the period from the date on which Issuing Bank was so reimbursed
by Lenders to but excluding the date on which such portion of such honored
drawing is reimbursed by Borrower.


 


2.8          Conversion/Continuation.


 


(a)           Subject
to Section 2.17 and so long as no Default or Event of Default shall
have occurred and then be continuing, Borrower shall have the option:


 


(i)    to convert
at any time all or any part of any Term Loan or Revolving Loan equal to
$3,000,000 and integral multiples of $1,000,000 in excess of that amount from
one Type of Loan to another Type of Loan; provided
that, a Eurodollar Rate Loan may only be converted on the expiration
of the Interest Period applicable to such Eurodollar Rate Loan unless Borrower
shall pay all amounts due under Section 2.17 in connection with any
such conversion; or


 


(ii)   upon the
expiration of any Interest Period applicable to any Eurodollar Rate Loan, to
continue all or any portion of such Loan equal to $3,000,000 and integral
multiples of $1,000,000 in excess of that amount as a Eurodollar Rate Loan.


 


(b)           Borrower
shall deliver a Conversion/Continuation Notice to Administrative Agent no later
than 10:00 a.m. (New York City time) at least one Business Day in advance
of the proposed conversion date (in the case of a conversion to a Base Rate
Loan) and at least three Business Days in advance of the proposed conversion or
continuation date (in the case of a conversion to, or a continuation of, a
Eurodollar Rate Loan).  Except as
otherwise provided herein, a Conversion/Continuation Notice for conversion to, or
continuation of, any Eurodollar Rate Loans (or telephonic notice in lieu
thereof) shall be irrevocable on and after the related Interest Rate Determination
Date, and Borrower shall be bound to effect a conversion or continuation in
accordance therewith.


 


2.9          Default
Interest.  If all or
any portion of the principal amount of any Loan or Reimbursement Obligation
shall not be paid when due (whether at the stated maturity, by acceleration or
otherwise), all outstanding Loans and Reimbursement Obligations (whether or not
overdue) shall bear interest, from the date of such nonpayment until such
amount is paid in full, at a rate per annum that is equal to (x) in the
case of the Loans, the rate that would otherwise be applicable thereto pursuant
to Section 2.7(a) plus 2.00%,
or (y) in the case of Reimbursement Obligations, the rate applicable to
Revolving Loans that are Base Rate Loans plus
2.00%.  If all or a portion of
any interest payable on any Loan or Reimbursement Obligation or any commitment
fee or other amount payable hereunder shall not be paid when due (whether at
the stated maturity, by acceleration or otherwise), such overdue amount shall
bear interest, from the date of such nonpayment until such amount is paid in
full, at a rate per annum equal to the rate then applicable to Base Rate Loans
under the relevant Class of Loans plus 2.00%
(or, in the case of any such other amounts that do not relate to a particular Class of
Loans, the rate then applicable to Revolving Loans that are Base Rate Loans plus 2.00%).


 


47

















 


2.10        Fees.


 


(a)           Borrower
agrees to pay to Lenders having Revolving Loan Exposure:


 


(i)    commitment
fees at the rate of 0.50% per annum on the average of the daily difference
between (a) the Revolving Commitments, and (b) the sum of (x) the
aggregate principal amount of outstanding Revolving Loans plus (y) the Letter-of-Credit Usage;
and


 


(ii)   letter of
credit fees (calculated on a per annum basis) equal to (1) the Applicable
Margin for Revolving Loans that are Eurodollar Rate Loans, times (2) the average
aggregate daily maximum amount available to be drawn under all such Letters of
Credit (regardless of whether any conditions for drawing could then be met and
determined as of the close of business on any date of determination).


 


All fees referred to in this
Section 2.10(a) shall be paid to Administrative Agent at its
Principal Office and upon receipt, Administrative Agent shall promptly
distribute to each Lender its Pro Rata Share thereof.


 


(b)           Borrower
agrees to pay directly to Issuing Bank, for its own account, the following
fees:


 


(i)    a fronting
fee equal to 0.25%, per annum, times the average aggregate daily maximum amount
available to be drawn under all Letters of Credit (determined as of the close
of business on any date of determination); and


 


(ii)   such
documentary and processing charges for any issuance, amendment, transfer or
payment of a Letter of Credit as are in accordance with Issuing Bank’s standard
schedule for such charges and as in effect at the time of such issuance, amendment,
transfer or payment, as the case may be.


 


(c)           All
fees referred to in Section 2.10(a) and 2.10(b)(i) shall
be calculated on the basis of a 360 day year and the actual number of days
elapsed and shall be payable quarterly in arrears on the last Business Day of
March, June, September and December of each year during the Revolving
Commitment Period, commencing on the first such date to occur after the Closing
Date (but calculated with respect to periods prior to the Closing Date based on
Existing Revolving Commitments, Existing Revolving Loans and Existing Letters
of Credit), and on the Revolving Commitment Termination Date.  The fees referred to in Section 2.10(b)(ii) shall
be payable promptly following demand therefor.


 


(d)           The
Borrower agrees to pay on the Closing Date (i) to each Lender party to
this Agreement holding Term Loans on the Closing Date (immediately after giving
effect to the Closing Date Transactions) that has consented to the amendments
effectuated pursuant to this Agreement as fee compensation, a fee (the “Term Loan Closing Date Fee”) in an amount equal to 1.00% of
the stated principal amount of such Lender’s Term Loans under this Agreement outstanding
on the Closing Date (giving effect to repayments under Section 3.1(e))
and (ii) to each Revolving Lender party to this Agreement on the Closing
Date that holds Revolving Commitments set forth on Schedule A-2 hereto,
as fee compensation, a fee (the “Revolving Closing Date Fee”
and, together with the Term Loan Closing Date Fee, the “Closing Date
Fees”) in an amount equal to 1.00% of the amount of such Lender’s
Revolving Commitments under this Agreement (immediately after giving effect to
the Closing Date Transactions).  The
Closing Date Fees will in 


 


48

















 


all respects be fully earned, due and payable on the Closing
Date and non-refundable and non-creditable thereafter.


 


(e)           In
addition to the foregoing fees, Borrower agrees to pay to Agents such other
fees in the amounts and at the times separately agreed on.


 


2.11        Scheduled
Payments.  The
principal amounts of the Term Loans of each Lender (other than New Term Loans,
for which scheduled payments shall be made as provided for in the Joinder
Agreement relating to such New Term Loan) shall be repaid in consecutive
quarterly installments (each, an “Installment”)
in an amount equal to such Lender’s Pro Rata Share (determined with respect to
Term Loans other than New Term Loans) of the aggregate amounts set forth below on
the last Business Day of each calendar quarter (each, an “Installment Date”), commencing June 30,
2010:


 


	
  Installment Date

  	
   

  	
  Installment

  	
   

  
	
  June 30, 2010

  	
   

  	
  $

  	
  3,125,000

  	
   

  
	
  September 30, 2010

  	
   

  	
  $

  	
  3,125,000

  	
   

  
	
  December 31, 2010

  	
   

  	
  $

  	
  3,125,000

  	
   

  
	
  March 31, 2011

  	
   

  	
  $

  	
  3,125,000

  	
   

  
	
  June 30, 2011

  	
   

  	
  $

  	
  3,125,000

  	
   

  
	
  September 30, 2011

  	
   

  	
  $

  	
  3,125,000

  	
   

  
	
  December 31, 2011

  	
   

  	
  $

  	
  3,125,000

  	
   

  
	
  March 31, 2012

  	
   

  	
  $

  	
  3,125,000

  	
   

  
	
  June 30, 2012

  	
   

  	
  $

  	
  3,125,000

  	
   

  
	
  September 30, 2012

  	
   

  	
  $

  	
  3,125,000

  	
   

  
	
  December 31, 2012

  	
   

  	
  $

  	
  3,125,000

  	
   

  
	
  March 31, 2013

  	
   

  	
  $

  	
  3,125,000

  	
   

  
	
  June 30, 2013

  	
   

  	
  $

  	
  3,125,000

  	
   

  
	
  September 30, 2013

  	
   

  	
  $

  	
  3,125,000

  	
   

  
	
  December 31, 2013

  	
   

  	
  $

  	
  3,125,000

  	
   

  
	
  March 31, 2014

  	
   

  	
  $

  	
  3,125,000

  	
   

  
	
  June 30, 2014

  	
   

  	
  $

  	
  3,125,000

  	
   

  
	
  September 30, 2014

  	
   

  	
  $

  	
  3,125,000

  	
   

  
	
  December 31, 2014

  	
   

  	
  $

  	
  3,125,000

  	
   

  
	
  March 31, 2015

  	
   

  	
  $

  	
  3,125,000

  	
   

  
	
  June 30, 2015

  	
   

  	
  $

  	
  3,125,000

  	
   

  
	
  September 30, 2015

  	
   

  	
  $

  	
  3,125,000

  	
   

  



 


49

















 


	
  Installment Date

  	
   

  	
  Installment

  	
   

  
	
  December 31, 2015

  	
   

  	
  $

  	
  3,125,000

  	
   

  
	
  March 31, 2016

  	
   

  	
  $

  	
  3,125,000

  	
   

  
	
  June 30, 2016

  	
   

  	
  $

  	
  3,125,000

  	
   

  
	
  September 30, 2016

  	
   

  	
  $

  	
  3,125,000

  	
   

  
	
  Term Loan Maturity Date

  	
   

  	
  $

  	
  1,168,750,000

  	
   

  



 


Notwithstanding the
foregoing, (x) such Installments shall be reduced in connection with any
voluntary or mandatory prepayments of the Term Loans, as the case may be, in
accordance with Sections 2.12, 2.13 and 2.14, as
applicable; and (y) the Term Loans, together with all other amounts owed
hereunder with respect thereto, shall, in any event, be paid in full no later
than the Term Loan Maturity Date.


 


2.12        Voluntary
Prepayments/Commitment Reductions.


 


(a)           Voluntary Prepayments.


 


(i)    Any time
and from time to time:


 


(1)           with
respect to Base Rate Loans, Borrower may prepay any such Loans on any Business
Day in whole or in part, in an aggregate minimum amount of $1,000,000 and
integral multiples of $1,000,000 in excess of that amount; and


 


(2)           with
respect to Eurodollar Rate Loans, Borrower may prepay any such Loans on any
Business Day in whole or in part in an aggregate minimum amount of $1,000,000
and integral multiples of $1,000,000 in excess of that amount;


 


(ii)   All such prepayments shall be made:


 


(1)           upon not
less than one Business Day’s prior written or telephonic notice in the case of
Base Rate Loans; and


 


(2)           upon not
less than three Business Days’ prior written or telephonic notice in the case
of Eurodollar Rate Loans;


 


in each case given to
Administrative Agent, by 12:00 p.m. (New York City time) on the date required
and, if given by telephone, promptly confirmed in writing to Administrative
Agent (and Administrative Agent will promptly transmit such telephonic or
original notice for Term Loans or Revolving Loans, as the case may be, by
telefacsimile to each Lender).  Upon the
giving of any such notice, the principal amount of the Loans specified in such
notice shall become due and payable on the prepayment date specified therein
(unless such notice is conditioned on a refinancing, including in connection
with an issuance of debt or equity securities, in which case such notice may be
revoked on or prior to such prepayment date subject to Section 2.17
hereof).  Any such voluntary prepayment
shall be applied as specified in Section 2.14(a).


 


50

















 


(b)           Voluntary Commitment Reductions.


 


(i)    Borrower
may, upon not less than three Business Days’ prior written or telephonic notice
confirmed in writing to Administrative Agent (which original written or
telephonic notice Administrative Agent will promptly transmit by telefacsimile
or telephone to each applicable Lender), at any time and from time to time terminate
in whole or permanently reduce in part, without premium or penalty, the
Revolving Commitments in an amount up to the amount by which the Revolving
Commitments exceed the Total Utilization of Revolving Commitments at the time
of such proposed termination or reduction; provided
that, any such partial reduction of the Revolving Commitments shall be in an
aggregate minimum amount of $1,000,000 and integral multiples of $1,000,000 in
excess of that amount.


 


(ii)   Borrower’s
notice to Administrative Agent shall designate the date (which shall be a
Business Day) of such termination or reduction and the amount of any partial
reduction, and such termination or reduction of the Revolving Commitments shall
be effective on the date specified in Borrower’s notice and shall reduce the
Revolving Commitment of each Lender proportionately to its Pro Rata Share
thereof (unless such notice is conditioned on a refinancing, including in
connection with an issuance of debt or equity securities, in which case such
notice may be revoked on or prior to such date and no such reduction shall
occur as a result thereof in the case of such a revocation).


 


2.13        Mandatory
Prepayments.


 


(a)           Asset
Sales and Recovery Events.  If on any
date Borrower or any of its Restricted Subsidiaries shall receive Net Cash
Proceeds from any Asset Sale or Recovery Event, then, unless a Reinvestment
Notice is permitted to be delivered in respect thereof and is so delivered
within 30 days from the date that such Net Cash Proceeds are received, such Net
Cash Proceeds shall be applied within 30 days from the date that such Net Cash
Proceeds are received toward the prepayment of the Term Loans as set forth in Section 2.14(b);
provided that, if a Default or
Event of Default has occurred and is continuing at the time such Net Cash
Proceeds are received by Borrower or any of its Restricted Subsidiaries, then
such Net Cash Proceeds shall be applied toward the prepayment of the Term Loans
and the reduction of the Revolving Commitments on the date so received; provided further that, notwithstanding the
foregoing, (i) the aggregate Net Cash Proceeds from Asset Sales and Recovery
Events that may be excluded from the foregoing prepayment requirement pursuant
to one or more Reinvestment Notices shall not exceed $100,000,000 in any Fiscal
Year, and (ii) on each Reinvestment Prepayment Date, an amount equal to
the Reinvestment Prepayment Amount with respect to the relevant Reinvestment
Event shall be applied toward the prepayment of the Term Loans as set forth in Section 2.14(b).


 


(b)           Issuance
of Equity Securities.  On the date of
receipt by Borrower of any Net Cash Proceeds from a capital contribution to, or
the issuance of any Capital Stock of, Borrower, Borrower shall prepay the Loans
as set forth in Section 2.14(b) in an aggregate amount equal
to 50% of such Net Cash Proceeds; provided
that, during any period in which the Consolidated Leverage Ratio (determined
for any such period by reference to the most recent Compliance Certificate
delivered pursuant to Section 5.2(b) calculating the
Consolidated Leverage Ratio) shall be 3.75:1.00 or less, Borrower shall not be
required to make the prepayments otherwise required by this Section 2.13(b).


 


(c)           Issuance
of Indebtedness.  On the date of
receipt by Borrower or any of its Subsidiaries of any Net Cash Proceeds from
the incurrence of any Indebtedness of Borrower 


 


51

















 


or any of its Subsidiaries (other than with respect to any
Indebtedness permitted to be incurred pursuant to Section 6.2,
except for Indebtedness incurred to refinance the Obligations permitted by Sections
6.2(j), 6.2(k)(i) and 6.2(l)(i)), Borrower shall prepay
the Loans as set forth in Section 2.14(b) in an aggregate
amount equal to 100% of such Net Cash Proceeds.


 


(d)           Consolidated
Excess Cash Flow.  In the event that
there shall be Consolidated Excess Cash Flow for Fiscal Year 2010, or for any
Fiscal Year of Borrower thereafter, Borrower shall, no later than 90 days after
the end of such Fiscal Year, prepay the Loans as set forth in Section 2.14(b) in
an aggregate amount equal to the difference between (i) 50% of such
Consolidated Excess Cash Flow and (ii) the sum of (A) voluntary
repayments of principal of the Loans during such Fiscal Year (excluding
repayments of Revolving Loans, except to the extent Commitments are permanently
reduced in connection with such repayments and repayments financed with
Indebtedness) and (B) an amount equal to the principal amount of Loans
repaid with Indebtedness incurred under Section 6.2(k) during
such Fiscal Year; provided that, if the Consolidated Leverage Ratio as
at the end of such Fiscal Year shall be 3.75:1.00 or less, Borrower shall not
be required to make the prepayments otherwise required hereby.


 


(e)           Revolving
Loans.  Borrower shall from time to
time prepay the Revolving Loans to the extent necessary so that the Total
Utilization of Revolving Commitments shall not at any time exceed the Revolving
Commitments then in effect.


 


(f)            Prepayment
Certificate.  Concurrently with any
prepayment of the Loans pursuant to Sections 2.13(a) through 2.13(d),
Borrower shall deliver to Administrative Agent a certificate of an Authorized
Officer demonstrating the calculation of the amount of the applicable Net Cash
Proceeds or Consolidated Excess Cash Flow, as the case may be.  In the event that Borrower shall subsequently
determine that the actual amount of Net Cash Proceeds or Consolidated Excess
Cash Flow exceeded the amount set forth in such certificate, Borrower shall
promptly make an additional prepayment of the Loans in an amount equal to such
excess, and Borrower shall concurrently therewith deliver to Administrative
Agent a certificate of an Authorized Officer demonstrating the derivation of
such excess.


 


2.14        Application
of Prepayments/Reductions.


 


(a)           Application
of Voluntary Prepayments by Type of Loans. 
Any prepayment of any Loan pursuant to Section 2.12(a) shall
be applied as specified by Borrower in the applicable notice of prepayment; provided that
all prepayments of Term Loans shall be on a pro rata basis
(in accordance with the respective outstanding principal amounts thereof); and  provided that,
in the event Borrower fails to specify the Loans to which any such prepayment
shall be applied, such prepayment shall be applied as follows:


 


(i)    first, to repay outstanding Revolving
Loans to the full extent thereof (without a corresponding reduction of the
Revolving Commitments); and


 


(ii)   second, to prepay the Term Loans, on a pro rata basis.  Any prepayment of any Term Loan pursuant to Section 2.12(a) shall
be further applied on a pro rata  basis to reduce the scheduled remaining
Installments of principal on such Term Loan.


 


(b)           Application
of Mandatory Prepayments by Type of Loans. 
Any amount required to be paid pursuant to Sections 2.13(a) through
2.13(d) shall be applied as follows:


 


52

















 


(i)    first, to prepay Term Loans on a pro rata basis (in accordance with the
respective outstanding principal amounts thereof) and shall be further applied
on a pro rata basis to the
remaining scheduled Installments of principal of the Term Loans; and


 


(ii)   second, to prepay the Revolving Loans to
the full extent thereof (without a corresponding reduction of the Revolving
Commitments, except for prepayments required pursuant to (A) Section 2.13(a),
if a Default or Event of Default has occurred and is continuing, and (B) Section 2.13(c)).


 


(c)           Application
of Prepayments of Loans to Base Rate Loans and Eurodollar Rate Loans.  With respect to each Class of Loans
being prepaid separately, any prepayment thereof shall be applied to Base Rate
Loans to the full extent thereof before application to Eurodollar Rate Loans,
in each case in a manner that minimizes the amount of any payments required to
be made by Borrower pursuant to Section 2.17(c).


 


2.15        General
Provisions Regarding Payments.


 


(a)           All
payments by Borrower of principal, interest, fees and other Obligations shall
be made in Dollars in same day funds, without defense, set-off or counterclaim,
free of any restriction or condition, and delivered to Administrative Agent not
later than 12:00 p.m. (New York City time) on the date due at
Administrative Agent’s Principal Office for the account of Lenders; funds received
by Administrative Agent after that time on such due date shall be deemed to
have been paid by Borrower on the next succeeding Business Day at the Administrative
Agent’s sole discretion.


 


(b)           All
payments in respect of the principal amount of any Loan (other than voluntary
prepayments of Base Rate Loans that are not made in connection with a repayment
of all Loans) shall be accompanied by payment of accrued interest on the principal
amount being repaid or prepaid.


 


(c)           Administrative
Agent shall promptly distribute to each Lender at such address as such Lender
shall indicate in writing, such Lender’s applicable Pro Rata Share of all
payments and prepayments of principal and interest due hereunder, together with
all other amounts due thereto, including all fees payable with respect thereto,
to the extent received by Administrative Agent.


 


(d)           Notwithstanding
the foregoing provisions hereof, if any Conversion/Continuation Notice is
withdrawn as to any Affected Lender or if any Affected Lender makes Base Rate
Loans in lieu of its Pro Rata Share of any Eurodollar Rate Loans, Administrative
Agent shall give effect thereto in apportioning payments received thereafter.


 


(e)           Subject
to the provisos set forth in the definition of “Interest Period,” whenever any
payment to be made hereunder shall be stated to be due on a day that is not a
Business Day, such payment shall be made on the next succeeding Business Day
and such extension of time shall be included in the computation of the payment
of interest hereunder or of the Revolving Commitment fees hereunder.


 


(f)            Borrower
hereby authorizes Administrative Agent (but Administrative Agent shall not be
obligated) to charge Borrower’s accounts with Administrative Agent (if any) in
order to cause timely payment to be made to Administrative Agent of all
principal, interest, 


 


53

















 


fees and expenses due hereunder (subject to sufficient funds
being available in its accounts for that purpose).


 


(g)           Administrative
Agent may, in its sole discretion, deem any payment by or on behalf of Borrower
hereunder that is not made in same day funds prior to 12:00 p.m. (New York
City time) to be a nonconforming payment. 
Any such payment shall not be deemed to have been received by Administrative
Agent until the later of (i) the time such funds become available funds,
and (ii) the applicable next Business Day. 
Administrative Agent shall give prompt notice to Borrower and each
applicable Lender in writing if any payment is nonconforming.  Any nonconforming payment may constitute or
become a Default or Event of Default in accordance with the terms of Section 7.1(a).  Interest shall continue to accrue on any
principal as to which a nonconforming payment is made until such funds become
available funds (but in no event less than the period from the date of such
payment to the next succeeding applicable Business Day) at the rate determined
pursuant to Section 2.9 from the date such amount was due and
payable until the date such amount is paid in full.


 


(h)           If
an Event of Default shall have occurred and not otherwise been waived, and the
maturity of the Obligations shall have been accelerated pursuant to Section 7.1,
all payments or proceeds received by the Administrative Agent hereunder in
respect of any of the Obligations shall be applied in accordance with the
application arrangements described in Section 6.4 of the Guaranty and
Collateral Agreement.


 


2.16        Ratable Sharing.  Lenders hereby agree among themselves that,
except as otherwise provided in the Security Documents with respect to amounts
realized from the exercise of rights with respect to Liens on the Collateral,
if any of them shall, whether by voluntary payment (other than a voluntary prepayment
of Loans made and applied in accordance with the terms hereof), through the
exercise of any right of set-off or banker’s lien, by counterclaim or cross action
or by the enforcement of any right under the Loan Documents or otherwise, or as
adequate protection of a deposit treated as cash collateral under the
Bankruptcy Code, receive payment or reduction of a proportion of the aggregate
amount of principal, interest, amounts payable in respect of Letters of Credit,
fees and other amounts then due and owing to such Lender hereunder or under the
other Loan Documents (collectively, the “Aggregate
Amounts Due” to such Lender) that is greater than the proportion
received by any other Lender in respect of the Aggregate Amounts Due to such
other Lender, then the Lender receiving such proportionately greater payment
shall (a) notify Administrative Agent and each other Lender of the receipt
of such payment, and (b) apply a portion of such payment to purchase
participations (which it shall be deemed to have purchased from each seller of
a participation simultaneously on the receipt by such seller of its portion of
such payment) in the Aggregate Amounts Due to the other Lenders so that all
such recoveries of Aggregate Amounts Due shall be shared by all Lenders in
proportion to the Aggregate Amounts Due to them; provided that, if all or part of such proportionately greater
payment received by such purchasing Lender is thereafter recovered from such
Lender upon the bankruptcy or reorganization of Borrower or otherwise, those
purchases shall be rescinded and the purchase prices paid for such
participations shall be returned to such purchasing Lender ratably to the
extent of such recovery, but without interest. 
Borrower expressly consents to the foregoing arrangement and agrees that
any holder of a participation so purchased may exercise any and all rights of
banker’s lien, set-off or counterclaim with respect to any and all monies owing
by Borrower to that holder with respect thereto as fully as if that holder were
owed the amount of the participation held by that holder.


 


54
















 


2.17        Making
or Maintaining Eurodollar Rate Loans.


 


(a)           Inability
to Determine Applicable Interest Rate. 
In the event that Administrative Agent shall have determined (which
determination shall be final and conclusive and binding on all parties hereto),
on any Interest Rate Determination Date with respect to any Eurodollar Rate
Loans, that by reason of circumstances affecting the London interbank market adequate
and fair means do not exist for ascertaining the interest rate applicable to
such Loans on the basis provided for in the definition of Adjusted Eurodollar
Rate, Administrative Agent shall on such date give notice (by telefacsimile,
electronically or by telephone confirmed in writing) to Borrower and each
Lender of such determination, whereupon (i) Loans requested to be made as,
or converted to, Eurodollar Rate Loans shall be made or continued as Base Rate
Loans until such time as Administrative Agent notifies Borrower and Lenders
that the circumstances giving rise to such notice no longer exist, and (ii) any
Funding Notice or Conversion/Continuation Notice given by Borrower with respect
to the Loans in respect of which such determination was made shall be deemed to
be a request for the making or continuing of Base Rate Loans.


 


(b)           Illegality
or Impracticability of Eurodollar Rate Loans.  In the event that on any date any Lender
shall have determined (which determination shall be final and conclusive and
binding on all parties hereto but shall be made only after consultation with
Borrower and Administrative Agent) that the making, maintaining or continuation
of its Eurodollar Rate Loans (i) has become unlawful as a result of
compliance by such Lender in good faith with any law, treaty, governmental
rule, regulation, guideline or order (or would conflict with any such treaty,
governmental rule, regulation, guideline or order not having the force of law
even though the failure to comply therewith would not be unlawful), or (ii) has
become impracticable, as a result of contingencies occurring after the date hereof
that materially and adversely affect the London interbank market or the
position of such Lender in that market, then, and in any such event, such
Lender shall be an “Affected Lender”
and it shall on that day give notice (by telefacsimile, electronically or by
telephone confirmed in writing) to Borrower and Administrative Agent of such determination
(which notice Administrative Agent shall promptly transmit to each other
Lender).  Thereafter (1) the
obligation of the Affected Lender to make Loans as, or to convert Loans to,
Eurodollar Rate Loans shall be suspended until such notice shall be withdrawn
by the Affected Lender, (2) to the extent such determination by the
Affected Lender relates to a Eurodollar Rate Loan then being requested by
Borrower pursuant to a Funding Notice or a Conversion/Continuation Notice, the
Affected Lender shall make such Loan as (or continue such Loan as or convert
such Loan to, as the case may be) a Base Rate Loan, (3) the Affected
Lender’s obligation to maintain its outstanding Eurodollar Rate Loans (the “Affected Loans”) shall be terminated at the
earlier to occur of the expiration of the Interest Period then in effect with
respect to the Affected Loans or when required by law, and (4) the
Affected Loans shall automatically convert into Base Rate Loans on the date of
such termination.  Notwithstanding the
foregoing, to the extent a determination by an Affected Lender as described
above relates to a Eurodollar Rate Loan then being requested by Borrower
pursuant to a Funding Notice or a Conversion/Continuation Notice, Borrower
shall have the option, subject to the provisions of Section 2.17(c),
to rescind such Funding Notice or Conversion/Continuation Notice as to all
Lenders by giving notice (by telefacsimile or by telephone confirmed in
writing) to Administrative Agent of such rescission on the date on which the
Affected Lender gives notice of its determination as described above (which
notice of rescission Administrative Agent shall promptly transmit to each other
Lender).  Except as provided in the
immediately preceding sentence, nothing in this Section 2.17(b) shall
affect the obligation of any Lender other than an Affected Lender to make or
maintain Loans as, or to convert Loans to, Eurodollar Rate Loans in accordance
with the terms hereof.


 


55

















 


(c)           Compensation
for Breakage or Non Commencement of Interest Periods.  Borrower shall compensate each Lender, upon
written request by such Lender (which request shall set forth the basis for
requesting such amounts), for all reasonable losses, expenses and liabilities
(including any interest paid by such Lender to Lenders of funds borrowed by it
to make or carry its Eurodollar Rate Loans and any loss, expense or liability
sustained by such Lender in connection with the liquidation or re-employment of
such funds but excluding loss of anticipated profits) that such Lender may
sustain:  (i) if for any reason
(other than a default by such Lender) a borrowing of any Eurodollar Rate Loan
does not occur on a date specified therefor in a Funding Notice or a telephonic
request for borrowing, or a conversion to or continuation of any Eurodollar
Rate Loan does not occur on a date specified therefor in a Conversion/Continuation
Notice or a telephonic request for conversion or continuation; (ii) if any
prepayment or other principal payment of, or any conversion of, any of its
Eurodollar Rate Loans occurs on a date prior to the last day of an Interest
Period applicable to that Loan; or (iii) if any prepayment of any of its
Eurodollar Rate Loans is not made on any date specified in a notice of
prepayment given by Borrower.


 


(d)           Booking
of Eurodollar Rate Loans.  Any Lender
may make, carry or transfer Eurodollar Rate Loans at, to, or for the account of
any of its branch offices or the office of an Affiliate of such Lender.


 


(e)           Assumptions
Concerning Funding of Eurodollar Rate Loans.  Calculation of all amounts payable to a
Lender under this Section 2.17 and under Section 2.18
shall be made as though such Lender had actually funded each of its relevant
Eurodollar Rate Loans through the purchase of a Eurodollar deposit bearing
interest at the rate obtained pursuant to clause (i) of the definition of
Adjusted Eurodollar Rate in an amount equal to the amount of such Eurodollar
Rate Loan and having a maturity comparable to the relevant Interest Period and
through the transfer of such Eurodollar deposit from an offshore office of such
Lender to a domestic office of such Lender in the United States of America; provided that,  each Lender may fund each of its Eurodollar Rate Loans in
any manner it sees fit and the foregoing assumptions shall be utilized only for
the purposes of calculating amounts payable under this Section 2.17
and under Section 2.18.


 


2.18        Increased
Costs; Capital Adequacy.


 


(a)           Compensation
For Increased Costs and Taxes. 
Subject to the provisions of Section 2.19 (which shall be
controlling with respect to the matters covered thereby), in the event that any
Lender (which term shall include Issuing Bank for purposes of this Section 2.18(a))
shall determine (which determination shall, absent manifest error, be final and
conclusive and binding on all parties hereto) that any law, treaty or
governmental rule, regulation or order, or any change therein or in the
interpretation, administration or application thereof (including the introduction
of any new law, treaty or governmental rule, regulation or order), or any
determination of a court or governmental authority, in each case that becomes
effective after the date hereof, or compliance by such Lender with any
guideline, request or directive issued or made after the date hereof by any
central bank or other governmental or quasi governmental authority (whether or
not having the force of law):  (i) subjects
such Lender (or its applicable lending office) to any additional Tax (other
than any Tax on the overall net income of such Lender) with respect to this
Agreement or any of the other Loan Documents or any of its obligations
hereunder or thereunder or any payments to such Lender (or its applicable
lending office) of principal, interest, fees or any other amount payable
hereunder; (ii) imposes, modifies or holds applicable any reserve
(including any marginal, emergency, supplemental, special or other reserve),
special deposit, compulsory loan, FDIC insurance or similar requirement against
assets held by, or deposits or other liabilities in or for the account of, or
advances or loans by, or other credit extended by, or any other 


 


56

















 


acquisition of funds by, any office of such Lender (other
than any such reserve or other requirements with respect to Eurodollar Rate
Loans that are reflected in the definition of Adjusted Eurodollar Rate); or (iii) imposes
any other condition (other than with respect to a Tax matter) on or affecting
such Lender (or its applicable lending office) or its obligations hereunder or
the London interbank market; and the result of any of the foregoing is to
increase the cost to such Lender of agreeing to make, making or maintaining
Loans hereunder or to reduce any amount received or receivable by such Lender
(or its applicable lending office) with respect thereto; then, in any such
case, Borrower shall promptly pay to such Lender, upon receipt of the statement
referred to in the next sentence, such additional amount or amounts (in the
form of an increased rate of, or a different method of calculating, interest or
otherwise as such Lender in its sole discretion shall determine) as may be
necessary to compensate such Lender for any such increased cost or reduction in
amounts received or receivable hereunder. 
Such Lender shall deliver to Borrower (with a copy to Administrative
Agent) a written statement, setting forth in reasonable detail the basis for
calculating the additional amounts owed to such Lender under this Section 2.18(a),
which statement shall be conclusive and binding on all parties hereto absent
manifest error.


 


(b)           Capital
Adequacy Adjustment.  In the event
that any Lender (which term shall include Issuing Bank for purposes of this Section 2.18(b))
shall have determined that the adoption, effectiveness, phase in or
applicability after the Closing Date of any law, rule or regulation (or
any provision thereof) regarding capital adequacy, or any change therein or in
the interpretation or administration thereof by any Governmental Authority,
central bank or comparable agency charged with the interpretation or
administration thereof, or compliance by any Lender (or its applicable lending office)
with any guideline, request or directive regarding capital adequacy (whether or
not having the force of law) of any such Governmental Authority, central bank
or comparable agency, has or would have the effect of reducing the rate of
return on the capital of such Lender or any corporation controlling such Lender
as a consequence of, or with reference to, such Lender’s Loans or Revolving
Commitments or Letters of Credit, or participations therein or other
obligations hereunder with respect to the Loans or the Letters of Credit to a
level below which such Lender or such controlling corporation could have
achieved but for such adoption, effectiveness, phase in, applicability, change
or compliance (taking into consideration the policies of such Lender or such
controlling corporation with regard to capital adequacy), then from time to
time, within five Business Days after receipt by Borrower from such Lender of
the statement referred to in the next sentence, Borrower shall pay to such
Lender such additional amount or amounts as will compensate such Lender or such
controlling corporation on an after tax basis for such reduction.  Such Lender shall deliver to Borrower (with a
copy to Administrative Agent) a written statement, setting forth in reasonable
detail the basis for calculating the additional amounts owed to Lender under
this Section 2.18(b), which statement shall be conclusive and
binding on all parties hereto absent manifest error.


 


2.19        Taxes;
Withholding, Etc.


 


(a)           Payments
to Be Free and Clear.  All sums
payable by any Loan Party hereunder and under the other Loan Documents shall
(except to the extent required by law) be paid free and clear of, and without
any deduction or withholding on account of, any Tax (other than a Tax on the
overall net income of any Lender or an Excluded FATCA Tax) imposed, levied,
collected, withheld or assessed by or within the United States of America or
any political subdivision in or of the United States of America or any other
jurisdiction from or to which a payment is made by or on behalf of any Loan
Party or by any federation or organization of which the United States of
America or any such jurisdiction is a member at the time of payment.


 


57

















 


(b)           Withholding
of Taxes.  If any Loan Party or any
other Person is required by law to make any deduction or withholding on account
of any such Tax from any sum paid or payable to Administrative Agent or any
Lender (which term shall include Issuing Bank for purposes of this Section 2.19(b))
under any of the Loan Documents:  (i) Borrower
shall notify Administrative Agent of any such requirement or any change in any
such requirement as soon as Borrower becomes aware of it; (ii) Borrower
shall pay any such Tax before the date on which penalties attach thereto, such
payment to be made (if the liability to pay is imposed on any Loan Party) for
its own account or (if that liability is imposed on Administrative Agent or
such Lender, as the case may be) on behalf of and in the name of Administrative
Agent or such Lender; (iii) the sum payable by such Loan Party in respect
of which the relevant deduction, withholding or payment is required shall be
increased to the extent necessary to ensure that, after the making of that
deduction (including deductions applicable to additional sums payable under
this Section), withholding or payment, Administrative Agent or such Lender, as
the case may be, receives on the due date a net sum equal to what it would have
received had no such deduction, withholding or payment been required or made;
and (iv) within 30 days after paying any sum from that it is required by
law to make any deduction or withholding, and within 30 days after the due date
of payment of any Tax which it is required by clause (ii) above to pay,
Borrower shall deliver to Administrative Agent evidence satisfactory to the
other affected parties of such deduction, withholding or payment and of the
remittance thereof to the relevant taxing or other authority; provided that, no such additional amount
shall be required to be paid to any Lender under clause (iii) above except
to the extent that any change (other than a change resulting in the imposition
of an Excluded FATCA Tax other than any such change resulting from a
legislative amendment to Sections 1471 through 1474 of the Code) after the date
hereof (in the case of each Lender party hereto on the Closing Date) or after
the effective date of the Assignment Agreement pursuant to which such Lender
became a Lender (in the case of each other Lender) in any such requirement for
a deduction, withholding or payment as is mentioned therein shall result in an
increase in the rate of such deduction, withholding or payment from that in
effect at the date hereof (in the case of each Lender party hereto on the Closing
Date) or at the date of such Assignment Agreement (in the case of each other
Lender), as the case may be, in respect of payments to such Lender provided,
further, that, notwithstanding the foregoing, in the case of any change in any
requirement for a deduction, withholding or payment as is mentioned in clause (iii) above
that resulted in an increase in the rate of such deduction, withholding or
payment applicable to Lenders holding in excess of 50% of the aggregate Term
Loan Exposure and  Revolving Loan
Exposure at such time, then to the extent any Person that was a Lender on the
effective date of an Assignment Agreement was entitled to receive increased
amounts from any Loan Party under clause (iii) above on the effective date
of such Assignment Agreement by such Person to any other Lender, such other
Lender shall be entitled to increased amounts under clause (iii) above.


 


(c)           Other
Taxes.  In addition, Borrower shall
pay any Other Taxes to the relevant Governmental Authority in accordance with
applicable law.


 


(d)           Indemnification.  The Loan Parties shall indemnify each Agent,
each Lender and Issuing Bank, within ten days after written demand therefor,
for the full amount of any Taxes or Other Taxes paid by such Agent, Lender or
Issuing Bank, as applicable, on or with respect to any payment by or on account
of any obligation of the Loan Parties hereunder (including Taxes or Other Taxes
imposed or asserted on or attributable to amounts payable under this Section)
and any penalties, interest and reasonable expenses arising therefrom or with
respect thereto, whether or not such Taxes or Other Taxes were correctly or
legally imposed or asserted by the relevant Governmental Authority.  A certificate as to the amount of such
payment or liability delivered to a Loan Party by a Lender or Issuing Bank, by
Administrative Agent on its own 


 


58

















 


behalf, or on behalf of a Lender or Issuing Bank or by any
other Agent, shall be conclusive absent manifest error.


 


(e)           Evidence
of Exemption From U.S. Withholding Tax. 
Each Lender that is not a United States Person (as such term is defined
in Section 7701(a)(30) of the Code) for U.S. federal income tax purposes
(a “Non-US Lender”) and that is
entitled to an exemption from or a reduction of withholding tax shall deliver
to Administrative Agent for transmission to Borrower, on or prior to the
Closing Date (in the case of each Lender party hereto on the Closing Date) or
on or prior to the date of the Assignment Agreement pursuant to which it
becomes a Lender (in the case of each other Lender), and at such other times as
may be necessary in the determination of Borrower or Administrative Agent (each
in the reasonable exercise of its discretion), (i) two original copies of
Internal Revenue Service Form W-8ECI or W-8BEN, as the case may be (or any
successor forms), properly completed and duly executed by such Lender, and such
other documentation required under the Code and reasonably requested by
Borrower to establish that such Lender is exempt from or subject to a reduced
rate of withholding of United States federal income tax with respect to any
payments to such Lender of principal, interest, fees or other amounts payable
under any of the Loan Documents, or (ii) if such Lender is not a “bank” or
other Person described in Section 881(c)(3) of the Code and is
claiming exemption from withholding of United States federal income tax under Section 871(h) or
881(c) of the Code, a Certificate Re Non-Bank Status together with two
original copies of Internal Revenue Service Form W-8BEN (or any successor
form), properly completed and duly executed by such Lender, and such other
documentation required under the Code and reasonably requested by Borrower to
establish that such Lender is not subject to deduction or withholding of United
States federal income tax with respect to any payments to such Lender of
interest payable under any of the Loan Documents.  Each Lender required to deliver any forms,
certificates or other evidence with respect to United States federal income tax
withholding matters pursuant to this Section 2.19(e) hereby
agrees, from time to time after the initial delivery by such Lender of such
forms, certificates or other evidence, whenever a lapse in time or change in
circumstances renders such forms, certificates or other evidence obsolete or
inaccurate in any material respect, that such Lender shall deliver to
Administrative Agent for transmission to Borrower two new original copies of
Internal Revenue Service Form W-8ECI or Form W-8BEN, or a Certificate
Re Non-Bank Status and two original copies of Internal Revenue Service Form W-8BEN,
as the case may be, properly completed and duly executed by such Lender, and
such other documentation required under the Code and reasonably requested by
Borrower to confirm or establish that such Lender is exempt from or subject to
a reduced rate of withholding of United States federal income tax with respect
to payments to such Lender under the Loan Documents, or notify Administrative
Agent and Borrower of its inability to deliver any such forms, certificates or
other evidence.  Borrower shall not be
required to pay any additional amount to any Non-US Lender under Section 2.19(b)(iii) if
such Lender shall have failed (1) to deliver the forms, certificates or
other evidence referred to in the second sentence of this Section 2.19(e),
or (2) to notify Administrative Agent and Borrower of its inability to
deliver any such forms, certificates or other evidence, as the case may be; provided that, if such Lender shall have
satisfied the requirements of the first sentence of this Section 2.19(e) on
or prior to the Closing Date (including under this Agreement prior to giving
effect to the amendment and restatement hereof),
on or prior to the date a New Term Loan is advanced by such Lender or on the date of the Assignment Agreement pursuant to which
it became a Lender (or if the Lender making such assignment had satisfied such
requirements prior to the date of such assignment), as applicable, nothing in
this last sentence of Section 2.19(e) shall relieve Borrower
of its obligation to pay any additional amounts pursuant this Section 2.19
in the event that, as a result of any change in any applicable law, treaty or
governmental rule, regulation or order, or any change in the interpretation,
administration or application thereof, such Lender is no longer properly
entitled 


 


59

















 


to deliver forms, certificates or other evidence at a
subsequent date establishing the fact that such Lender is not subject to withholding
as described herein.


 


(f)            Obligation
to Mitigate.  Each Lender (which term
shall include Issuing Bank for purposes of this Section 2.19)
agrees that, as promptly as practicable after the officer of such Lender responsible
for administering its Loans or Letters of Credit, as the case may be, becomes
aware of the occurrence of an event or the existence of a condition that would
cause such Lender to become an Affected Lender or that would entitle such
Lender to receive payments under Section 2.16, 2.17, or 2.18,
it will, to the extent not inconsistent with the internal policies of such
Lender and any applicable legal or regulatory restrictions, use reasonable
efforts to (a) make, issue, fund or maintain its Credit Extensions,
including any Affected Loans, through another office of such Lender, or (b) take
such other measures as such Lender may deem reasonable, if as a result thereof
the circumstances that would cause such Lender to be an Affected Lender would
cease to exist or the additional amounts that would otherwise be required to be
paid to such Lender pursuant to Section 2.16, 2.17, or 2.18
would be materially reduced and if, as determined by such Lender in its sole
discretion, the making, issuing, funding or maintaining of such Revolving
Commitments, Loans or Letters of Credit through such other office or in
accordance with such other measures, as the case may be, would not otherwise
adversely affect such Revolving Commitments, Loans or Letters of Credit or the
interests of such Lender; provided
that, such Lender will not be obligated to utilize such other office pursuant
to this Section 2.19 unless Borrower agrees to pay all incremental
expenses incurred by such Lender as a result of utilizing such other office as
described in clause (i) above.  A
certificate as to the amount of any such expenses payable by Borrower pursuant
to this Section 2.19 (setting forth in reasonable detail the basis
for requesting such amount) submitted by such Lender to Borrower (with a copy
to Administrative Agent) shall be conclusive absent manifest error.


 


(g)           Defaulting
Lenders.  Anything contained herein
to the contrary notwithstanding, in the event that (i) during any Default
Period with respect to any Lender that has become a Defaulting Lender as a
result of a Funding Default or (ii) for so long as any Lender is a
Defaulting Lender for any other reason, each such Defaulting Lender shall be
deemed not to be a “Lender” for purposes of voting on any matters (including
the granting of any consents or waivers) with respect to any of the Loan
Documents (and such Lender shall not be included for purposes of determining “Requisite
Lenders” or “Requisite Class Lenders”); (b) to the extent permitted
by applicable law (except as provided in the last sentence of this Section 2.19),
until such time as the Default Excess with respect to such Defaulting Lender
shall have been reduced to zero, (i) any voluntary prepayment of the
Revolving Loans shall, if Borrower so directs at the time of making such voluntary
prepayment, be applied to the Revolving Loans of other Lenders as if such Defaulting
Lender had no Revolving Loans outstanding and the Revolving Loan Exposure of
such Defaulting Lender were zero, and (ii) any mandatory prepayment of the
Revolving Loans shall, if Borrower so directs at the time of making such
mandatory prepayment, be applied to the Revolving Loans of other Lenders (but
not to the Revolving Loans of such Defaulting Lender) as if such Defaulting
Lender had funded all Defaulted Loans of such Defaulting Lender, it being
understood and agreed that Borrower shall be entitled to retain any portion of
any mandatory prepayment of the Revolving Loans that is not paid to such
Defaulting Lender solely as a result of the operation of the provisions of this
clause (b); (c) such Defaulting Lender’s Revolving Commitment and
outstanding Revolving Loans and (except as provided in Section 2.3(i) above)
such Defaulting Lender’s Pro Rata Share of the Letter-of-Credit Usage shall be
excluded for purposes of calculating the Revolving Commitment fee and letter of
credit fees payable to Lenders in respect of any day during any Default Period
with respect to such Defaulting Lender, and such 


 


60

















 


Defaulting Lender shall not be entitled to receive any
Revolving Commitment fee or letter of credit fee pursuant to Section 2.10
in respect of any Default Period with respect to such Defaulting Lender; and (d) the
Total Utilization of Revolving Commitments as at any date of determination
shall be calculated as if such Defaulting Lender had funded all Defaulted Loans
of such Defaulting Lender.  No Revolving
Commitment of any Lender shall be increased or otherwise affected, and, except
as otherwise expressly provided in this Section 2.19, performance
by Borrower of its obligations hereunder and the other Loan Documents shall not
be excused or otherwise modified as a result of any Funding Default or the
operation of this Section 2.19. 
The rights and remedies against a Defaulting Lender under this Section 2.19
are in addition to other rights and remedies that Borrower may have against
such Defaulting Lender with respect to any Funding Default and that
Administrative Agent, Issuing Bank or any other Lender may have against such Defaulting
Lender with respect to any Funding Default. 
Notwithstanding the foregoing, in the event of a failure of a Defaulting
Lender to make payments owed hereunder to Administrative Agent or the Issuing
Bank, Borrower shall be required to make all payments it would be required to
make hereunder if there was no Defaulting Lender, and Administrative Agent, may
apply all amounts that otherwise would have been payable to the Defaulting
Lender under the Loan Documents to Administrative Agent or Issuing Bank, as the
case may be, until the Default Excess with respect to such Defaulting Lender
shall have been reduced to zero.


 


2.20        Removal
or Replacement of a Lender.  Anything contained herein to the contrary
notwithstanding, in the event that:  (a) (i) any
Lender (an “Increased-Cost Lender”)
shall give notice to Borrower that such Lender is an Affected Lender or that
such Lender is entitled to receive payments under Section 2.17, 2.18
or 2.19, (ii) the circumstances that have caused such Lender to be
an Affected Lender or that entitle such Lender to receive such payments shall remain
in effect, and (iii) such Lender shall fail to withdraw such notice within
five Business Days after Borrower’s request for such withdrawal; (b) (i) any
Lender shall default in its obligation to fund any Revolving Loan or its
portion of any unreimbursed payment under Section 2.3(e), (ii) the
Default Period for such Defaulting Lender shall remain in effect, and (iii) such
Defaulting Lender shall fail to cure the default as a result of which it has
become a Defaulting Lender within five Business Days after Borrower’s request
that it cure such default; (c) any Lender shall otherwise become a
Defaulting Lender other than as a result of a Funding Default; or (d) in
connection with any proposed amendment, modification, termination, waiver or
consent with respect to any of the provisions hereof as contemplated by Section 9.5(b) or
9.5(c), the consent of Requisite Lenders shall have been obtained but
the consent of one or more of such other Lenders (each a “Nonconsenting Lender”) whose consent is
required shall not have been obtained; then, with respect to each such
Increased-Cost Lender, Defaulting Lender or Nonconsenting Lender (the “Terminated Lender”), Borrower may, by
giving written notice to Administrative Agent and any Terminated Lender of its
election to do so, elect to cause such Terminated Lender (and such Terminated
Lender hereby irrevocably agrees) to assign (i) in the case of an
Increased-Cost Lender, all of its outstanding Loans and its Revolving
Commitments, if any, in full, (ii) in the case of a Defaulting Lender,
either (x) all Revolving Loans and Revolving Commitments of such
Defaulting Lender or (y) all Loans and Revolving Commitments of such
Defaulting Lender and (iii) in the case of a Nonconsenting Lender where
the consent of (x) all Loans and Commitments is required, all of such
Nonconsenting Lender’s Loans and Commitments, in full or (y) all Loans and
Commitments (if any) of a particular Class is required, all of such
Nonconsenting Lender’s Loans and Commitments of the particular Class for
which consent is so required, in full, in each case, to one or more Eligible
Assignees (each a “Replacement Lender”)
reasonably acceptable to Administrative Agent in accordance with the provisions
of Section 9.6, and Terminated Lender shall pay any fees payable
thereunder in connection with such assignment; provided
that, (1) on the date of such assignment, the Replacement Lender shall pay
to Terminated Lender an amount equal to the sum of (A) an amount equal to
the principal of, and all accrued and unpaid interest on, 


 


61

















 


(x) in the case of an Increased-Cost Lender or Nonconsenting
Lender where the consent of all Loans and Commitments is required, all
outstanding Loans of the Terminated Lender, (y) in the case of a
Defaulting Lender, the Loans of such Defaulting Lender as elected by the
Borrower as provided above and (z) in the case of a Nonconsenting Lender
where the consent of all Loans and Commitments (if any) of a particular Class is
required, all outstanding Loans of the particular Class for which consent
is so required held by the Nonconsenting Lender, (B) (x) in the case
of a Defaulting Lender, Increased-Cost Lender or Nonconsenting Lender where the
consent of all Loans and Commitments is required, an amount equal to all unreimbursed
drawings under Letters of Credit that have been funded by such Terminated
Lender, together with all then accrued and unpaid interest with respect thereto
at such time, and (y) in the case of a Nonconsenting Lender where the
consent of Revolving Lenders is required, an amount equal to all unreimbursed
drawings under Letters of Credit that have been funded by such Terminated
Lender, together with all then unpaid interest with respect thereto at such
time and (C) (x) in the case of a Defaulting Lender, Increased-Cost
Lender or Nonconsenting Lender where the consent of all Loans and Commitments
is required, an amount equal to all accrued, but theretofore unpaid fees owing
to such Terminated Lender pursuant to Section 2.10 and (y) in
the case of a Nonconsenting Lender where the consent of all Loans and
Commitments (if any) of a particular Class is required, an amount equal to
all accrued, but theretofore unpaid fees with respect to the particular Class owing
to such Terminated Lender pursuant to Section 2.10; (2) on the
date of such assignment, Borrower shall pay any amounts payable to such
Terminated Lender pursuant to Section 2.17(c), 2.18 or 2.19,
or otherwise as if it were a prepayment; and (3) in the event such
Terminated Lender is a Nonconsenting Lender, each Replacement Lender shall
consent, at the time of such assignment, to each matter in respect of which
such Terminated Lender was a Nonconsenting Lender; provided further that, Borrower may not make such election
with respect to any Terminated Lender that is also an Issuing Bank unless,
prior to the effectiveness of such election, Borrower shall have caused each
outstanding Letter of Credit issued thereby to be cancelled.  Upon the payment of all amounts owing to any
Terminated Lender pursuant to the foregoing and the termination or assignment
of such Terminated Lender’s Revolving Commitments, if any, pursuant to the
foregoing such Terminated Lender shall no longer constitute a “Lender” for
purposes hereof; provided that,
any rights of such Terminated Lender to indemnification hereunder shall survive
as to such Terminated Lender.  Each
Lender hereby grants to the Administrative Agent and the Borrower an
irrevocable power of attorney (which power is coupled with an interest) to
execute and deliver, on behalf of such Lender, as assignor, any Assignment
Agreement or other agreement necessary to effectuate any assignment of such
Lender’s interests hereunder in the circumstances contemplated by this Section 2.20
in the event any such Lender that is a Terminated Lender fails to execute the
agreements required under Section 9.6 in connection with an
assignment pursuant to this Section 2.20, and any such agreements
so executed by the Replacement Lender and Administrative Agent or the Borrower
shall be effective for purposes of this Section 2.20 and for Section 9.6.


 


SECTION 3.       CONDITIONS
PRECEDENT


 


3.1          Closing
Date.  The obligation of any Lender
to make a Credit Extension on the Closing Date and the effectiveness of the
amendment and restatement provided for in this Agreement is subject to the
satisfaction, or waiver in accordance with Section 9.5, of the
following conditions on or before the Closing Date:


 


(a)           Loan
Documents.  Administrative Agent
shall have received (i) an executed copy of this Agreement executed by the
Borrower (and consented to by Holdings and each Guarantor), the Administrative
Agent, the Issuing Bank, each of the Lenders providing Revolving Commitments
and each of the Lenders holding Term Loans, (ii) an executed copy of the
Guaranty and Collateral Agreement executed by Borrower and each Guarantor under
the Guaranty and 


 


62

















 


Collateral Agreement, (iii) an executed copy of the
Guaranty and Pledge Agreement executed by Holdings and acknowledged by Borrower
and (iv) an executed copy of the Parent Guaranty executed by Parent and
acknowledged by Borrower.


 


(b)           Organizational
Documents; Incumbency. 
Administrative Agent shall have received (i) a copy of each
Organizational Document of Holdings, Parent and each Loan Party, and, to the
extent applicable, certified as of a recent date by the appropriate
governmental official, each dated the Closing Date or a recent date prior
thereto; (ii) signature and incumbency certificates of the officers of
such Person executing the Loan Documents to which it is a party; (iii) resolutions
of the board of directors or similar governing body of Holdings, Parent and
each Loan Party approving and authorizing the execution, delivery and performance
of this Agreement and the other Loan Documents to which it is a party or by
which it or its assets may be bound as of the Closing Date, certified as of the
Closing Date by its secretary or an assistant secretary as being in full force
and effect without modification or amendment; (iv) such good standing
certificates as Administrative Agent may request from the applicable
Governmental Authority of Holdings, Parent and each Loan Party’s jurisdiction
of incorporation, organization or formation and in each jurisdiction in which
it is qualified as a foreign corporation or other entity to do business, each
dated a recent date prior to the Closing Date; and (v) such other
documents as Administrative Agent may reasonably request.


 


(c)           Organizational
and Capital Structure.  The
organizational structure and capital structure of Borrower and its
Subsidiaries, both before and after giving effect to the transactions to occur
on the Closing Date, shall be as set forth on Schedule 4.15.


 


(d)           Existing
Indebtedness.  On the Closing Date,
Administrative Agent shall have received evidence satisfactory to it that,
after giving effect to the transactions contemplated by the Loan Documents,
Borrower and its Subsidiaries shall have no Indebtedness other than the
Indebtedness under the Loan Documents and otherwise as permitted under Section 6.2.


 


(e)           Existing
Loans.  Any Existing Revolving Loans
outstanding on the Closing Date shall be repaid concurrently with the effectiveness
of the amendment and restatement of this Agreement.  The Existing Term Loans shall have been
repaid in an amount necessary such that the principal amount of Existing Term
Loans outstanding immediately prior to, or concurrently with, the effectiveness
of this Agreement shall not exceed $1,250,000,000.


 


(f)            Transaction
Costs.  On or prior to the Closing
Date, Borrower shall have paid or made provision for the payment of the
Transaction Costs.


 


(g)           Governmental
Authorizations and Consents.  Each
Loan Party, Holdings and Parent shall have obtained all Governmental
Authorizations and all consents of other Persons, in each case that are
necessary or advisable in connection with the transactions contemplated by the
Loan Documents, and each of the foregoing shall be in full force and effect and
in form and substance reasonably satisfactory to Administrative Agent.  All applicable waiting periods shall have
expired without any action being taken or threatened by any competent authority
that would restrain, prevent or otherwise impose adverse conditions on the
transactions contemplated by the Loan Documents, the other Closing Date
Transactions or the financing thereof and no action, request for stay, petition
for review or rehearing, reconsideration, or appeal with respect to any of the
foregoing shall be pending, and the time for any applicable agency to take
action to set aside its consent on its own motion shall have expired.


 


63

















 


(h)           Real
Property Collateral.  On or prior to
the Closing Date (or by the applicable time specified in Schedule 5.16),
Administrative Agent shall have received (i) ALTA 11 mortgage modification
endorsements with respect to each owned Mortgaged Property in each jurisdiction
where such endorsement is commercially available or, to the extent not
commercially available, other title endorsements reasonably specified by
Administrative Agent for each such Mortgaged Property (to the extent
commercially available at a cost reasonably determined by the Administrative
Agent not to be in excess of the value of such endorsement) confirming that
Existing Title Policies covering such properties will not be impaired or
affected in any adverse respect by the transactions contemplated by this
Agreement and (ii) flood hazard certificates with respect to each owned
Mortgaged Property and, if such Mortgaged Property is a Flood Hazard Property
evidence of flood insurance with respect to each such Mortgaged Property that
is located in a community that participates in the National Flood Insurance
Program, in each case in compliance with any applicable regulations of the
Board of Governors of the Federal Reserve System, in form and substance
reasonably satisfactory to Administrative Agent.


 


(i)            Personal
Property Collateral.  To create in
favor of Administrative Agent, for the benefit of Secured Parties, a valid,
perfected First Priority security interest in the personal property Collateral,
Administrative Agent shall have received:


 


(i)    evidence
satisfactory to Administrative Agent of the compliance by each Loan Party and
Holdings with their obligations under the Guaranty and Collateral Agreement and
the other Security Documents (including their obligations to execute and
deliver UCC financing statements, originals of securities, instruments and
chattel paper and any agreements governing deposit or securities accounts, in
each case, to the extent required therein);


 


(ii)   (A) the
results of a recent search, by a Person satisfactory to Administrative Agent,
of all effective UCC financing statements (or equivalent filings) made with
respect to any personal or mixed property of Holdings and any Loan Party in the
jurisdictions applicable to Holdings and such Loan Party, together with copies
of all such filings disclosed by such search, and (B) UCC financing
statements (or similar documents) in the name of Holdings and each Loan Party,
as debtor, for filing in all applicable jurisdictions as may be necessary to
perfect the Lien granted to the Administrative Agent for the benefit of the
Secured Parties under the Guaranty and Collateral Agreement; and


 


(iii)  evidence
that each Loan Party and Holdings shall have taken or caused to be taken any
other action, executed and delivered or caused to be executed and delivered any
other agreement, document and instrument (including any Intercompany Notes
evidencing Indebtedness permitted to be incurred pursuant to Section 6.2(b))
and made or caused to be made any other filing and recording (other than as set
forth herein) reasonably required by Administrative Agent.


 


(j)            Evidence
of Insurance.  Administrative Agent
shall have received a certificate from Borrower’s insurance broker or other
evidence satisfactory to it that all insurance required to be maintained
pursuant to Section 5.5 is in full force and effect and that
Administrative Agent, for the benefit of Secured Parties, has been named as
additional insured or loss payee, as applicable, thereunder to the extent
required under Section 5.5.


 


64
















 


(k)                                  Opinions of Counsel to Loan Parties, Parent and Holdings.  Administrative Agent
and Lenders and their respective counsel shall have received originally
executed copies of the favorable written opinions of each of (i) Hogan
Lovells US LLP, counsel for the Loan Parties, Parent and Holdings, in form
satisfactory to Administrative Agent, and (ii) Bass, Berry &
Simms PLC as to such other matters as Administrative Agent may reasonably
request, dated as of the Closing Date and otherwise in form and substance reasonably
satisfactory to Administrative Agent (and each Loan Party, Parent and Holdings
hereby instructs such counsel to deliver such opinions to Agents and Lenders).


 


(l)                                     Fees.  Borrower shall have paid the fees payable on
the Closing Date referred to in Sections 2.10(b), (d) and (e).


 


(m)                               Solvency Certificate.  On the Closing Date, Administrative Agent
shall have received a Solvency Certificate from Borrower, dated the Closing
Date, and addressed to Administrative Agent and Lenders, in form, scope and substance
satisfactory to Administrative Agent, demonstrating that after giving effect to
the consummation of the transactions to occur on the Closing Date and after
giving effect to any applicable rights of contribution of such Person in
respect of Guarantied Obligations, Borrower and its Subsidiaries are and will
be Solvent.


 


(n)                                 Closing Date Certificate.  Borrower shall have delivered to Administrative
Agent an originally executed Closing Date Certificate, together with all
attachments thereto.


 


(o)                                 Credit Rating.  The credit facilities provided for under this
Agreement shall have been assigned a credit rating by S&P and Moody’s.


 


(p)                                 No Litigation.  There shall not exist any action, suit,
investigation, litigation or proceeding or other legal or regulatory
developments, pending or threatened in any court or before any arbitrator or
Governmental Authority that, in the opinion of Administrative Agent, singly or
in the aggregate, could reasonably be expected to restrain, prevent or impose
materially burdensome conditions on any of the Closing Date Transactions or any
of the other transactions contemplated by the Loan Documents or that could have
a Material Adverse Effect.


 


(q)                                 No Material Adverse Effect.  Since December 31, 2009, there shall not
have occurred a Material Adverse Effect and there shall have been no
development or event that could reasonably be expected to have a Material
Adverse Effect.


 


(r)                                 Information for Regulators.  Administrative Agent shall have received,
sufficiently in advance of the Closing Date, all documentation and other
information required by Governmental Authorities under applicable “know your
customer” and anti-money-laundering rules and regulations, including the
Patriot Act.


 


(s)                                  Completion of Proceedings.  All partnership, corporate and other proceedings
taken or to be taken in connection with the transactions contemplated hereby
and all documents incidental thereto shall be satisfactory in form and
substance to Administrative Agent and such counsel, and Administrative Agent
and such counsel shall have received all such counterpart originals or
certified copies of such documents as Administrative Agent may reasonably
request.


 


65

















 


(t)                                    Closing Date Representations and Warranties.


 


(i)             As
of the Closing Date, the representations and warranties contained herein and in
the other Loan Documents shall be true and correct in all material respects on
and as of the Closing Date, 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.


 


(ii)          As
of the Closing Date, no event shall have occurred and be continuing or would
result from the consummation of the transactions contemplated by this Agreement
on the Closing Date that would constitute an Event of Default or a Default.


 


Each Lender, by delivering
its signature page to this Agreement shall be deemed to have acknowledged
receipt of, and consented to and approved, each Loan Document and each other
document required to be approved by any Agent, Requisite Lenders or Lenders, as
applicable on the Closing Date.


 


3.2                               Conditions to Each Credit
Extension.


 


(a)                                  Conditions Precedent.  The obligation of each Lender to make any
Loan, or Issuing Bank to issue any Letter of Credit, on any Credit Date,
including the Closing Date, are subject to the satisfaction, or waiver in
accordance with Section 9.5, of the following conditions precedent:


 


(i)             Administrative
Agent shall have received a fully executed and delivered Funding Notice or
Issuance Notice, as the case may be;


 


(ii)          after
making the Credit Extensions requested on such Credit Date, the Total
Utilization of Revolving Commitments shall not exceed the Revolving Commitments
then in effect;


 


(iii)       as of such
Credit Date, the representations and warranties contained herein and in the
other Loan Documents shall be true and correct in all material respects on and
as of that Credit Date to the same extent as though made on and as of that
date, 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;


 


(iv)      as of such
Credit Date, no event shall have occurred and be continuing or would result
from the consummation of the applicable Credit Extension that would constitute
an Event of Default or a Default; and


 


(v)         on or
before the date of issuance of any Letter of Credit, Administrative Agent shall
have received all other information required by the applicable Issuance Notice,
and such other documents or information as Issuing Bank may reasonably require
in connection with the issuance of such Letter of Credit.


 


The Administrative Agent
shall be entitled, but not obligated to, request and receive, prior to the
making of any Credit Extension, additional information reasonably satisfactory
to it confirming the satisfaction of any of the foregoing if, in the good faith
judgment of the Administrative Agent such request is warranted under the
circumstances.


 


66

















 


(b)                                 Notices.  Any Notice shall be executed by an Authorized
Officer in a writing delivered to Administrative Agent.  In lieu of delivering a Notice, Borrower may
give Administrative Agent telephonic notice by the required time of any
proposed borrowing, conversion/continuation or issuance of a Letter of Credit,
as the case may be; provided
that, each such notice shall be promptly confirmed in writing by delivery of
the applicable Notice to Administrative Agent on or before the applicable date
of borrowing, continuation/conversion or issuance.  Neither Administrative Agent nor any Lender
shall incur any liability to Borrower in acting on any telephonic notice
referred to above that Administrative Agent believes in good faith to have been
given by an Authorized Officer or other person authorized on behalf of Borrower
or for otherwise acting in good faith.


 


SECTION 4.                         REPRESENTATIONS AND WARRANTIES


 


To induce the Agents,
Lenders and Issuing Bank to enter into this Agreement and to make each Credit
Extension hereunder, Borrower represents and warrants to each Agent, Lender and
Issuing Bank, on the Closing Date and on each Credit Date, that the following
statements are true and correct:


 


4.1                               Financial Condition.


 


(a)                               The audited consolidated balance sheets of Borrower and its
consolidated Subsidiaries as at Fiscal Year end 2009, 2008 and 2007, and the
related consolidated statements of income and of cash flows for such Fiscal
Years, reported on and accompanied by an unqualified report from KPMG LLP,
present fairly the consolidated financial condition of Borrower and its Subsidiaries
as at such dates, and the consolidated results of its operations and its
consolidated cash flows for the respective Fiscal Years then ended.  The unaudited consolidated balance sheet of
Borrower and its Subsidiaries as at March 31, 2010  and
the related unaudited consolidated statements of income and cash flows for the
period ended on such date, present fairly the consolidated financial condition
of Borrower and its Subsidiaries as at such date, and the consolidated results
of its operations and its consolidated cash flows for the period then ended
(subject to normal year-end audit adjustments). 
All such financial statements, including the related schedules and notes
thereto (collectively, the “Historical
Financial Statements”), have been prepared in accordance with GAAP
applied consistently throughout the periods involved.  As of the Closing Date, Borrower and its
Subsidiaries do not have any material Contingent Obligations, contingent
liabilities and liabilities for taxes, or any long-term leases or unusual
forward or long-term commitments, including any interest rate or foreign
currency swap or exchange transaction or other obligation in respect of
derivatives, that are not reflected in the most recent financial statements
referred to in this paragraph (other than the Obligations).


 


(b)                                 On and as of the Closing Date, the projections of Borrower
and its Subsidiaries for the period Fiscal Year 2010 through and including
Fiscal Year 2014 and for the quarters beginning with the first quarter of 2010
and through the fourth quarter of 2010 (the “Closing
Date Projections”) are based on good faith estimates and assumptions
made by the management of Borrower; provided
that, the Closing Date Projections are not to be viewed as facts and that
actual results during the period or periods covered by the Closing Date
Projections may differ from such Closing Date Projections and that the
differences may be material; provided
further that, as of the Closing Date, management of Borrower
believed that the Closing Date Projections were reasonable and attainable.


 


4.2                               No Change.  As of the Closing Date and since December 31,
2009, there has been no development or event that has had or could reasonably
be expected to have a Material 


 


67

















 


Adverse Effect.  Since the
Closing Date, there has been no development or event that has had or could
reasonably be expected to have a Material Adverse Effect.


 


4.3                               Corporate Existence and
Compliance with Laws.  Each of
Holdings, Parent, Borrower and its Subsidiaries:  (a) is, except as described on Schedule
4.3, duly organized, validly existing and in good standing under the laws
of the jurisdiction of its organization, (b) has the corporate or other
power and authority, and the legal right, to own and operate its Property, to
lease the Property it operates as lessee and to conduct the business in which
it is currently engaged, (c) is, except as described on Schedule 4.3,
duly qualified as a foreign corporation, partnership, or limited liability
company, as applicable, and in good standing under the laws of each
jurisdiction where its ownership, lease or operation of Property or the conduct
of its business requires such qualification and (d) is in compliance with
all Requirements of Law except to the extent that the failure to comply
therewith could not, in the aggregate, reasonably be expected to have a
Material Adverse Effect.


 


4.4                               Corporate
Power; Authorization; Enforceable Obligations.  Each Loan Party, Holdings and Parent has the
requisite power and authority, and the legal right, to make, deliver and
perform the Loan Documents to which it is a party and, in the case of Borrower,
to borrow hereunder.  Each Loan Party,
Holdings and Parent has taken all necessary corporate action to authorize the
execution, delivery and performance of the Loan Documents to which it is a
party and, in the case of Borrower, to authorize the borrowings on the terms
and conditions of this Agreement.  No consent
or authorization of, filing with, notice to or other act by or in respect of,
any Governmental Authority or any other Person is required in connection with
the borrowings hereunder or with the execution, delivery, performance, validity
or enforceability of this Agreement or any of the other Loan Documents or with
the consummation of the Closing Date Transactions, except (i) consents,
authorizations, filings and notices described in Schedule 4.4, which
consents, authorizations, filings and notices have been obtained or made and
are in full force and effect and (ii) the filings contemplated by Section 4.19.  Each Loan Document has been duly executed and
delivered on behalf of Holdings, Parent and each Loan Party signatory
thereto.  This Agreement constitutes, and
each other Loan Document upon execution will constitute, a legal, valid and
binding obligation of Holdings, Parent and each Loan Party signatory thereto,
enforceable against Holdings, Parent and each such Loan Party 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).


 


4.5                               No Legal Bar.  The execution, delivery and performance of
this Agreement, the other Loan Documents, the issuance of Letters of Credit,
the borrowings hereunder, the use of the proceeds thereof and the consummation
of the Closing Date Transactions will not violate any Requirement of Law or any
material Contractual Obligation of Parent, Holdings, Borrower or any of its
Subsidiaries 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).  No Requirement
of Law or Contractual Obligation applicable to Borrower or any of its
Subsidiaries could reasonably be expected to have a Material Adverse Effect.


 


4.6                               No Material Litigation.  Except as set forth on Schedule 4.6,
no litigation, investigation or proceeding of or before any arbitrator or
Governmental Authority is pending or, to Borrower’s knowledge, threatened by or
against Borrower or any of its Subsidiaries or against any of their respective
properties or revenues (i) with respect to any of the Loan Documents or 


 


68

















 


any of the transactions contemplated hereby or thereby or (ii) that
could reasonably be expected to have a Material Adverse Effect.


 


4.7                               No Default.  Neither Borrower nor any of its Subsidiaries
is in default under or with respect to any of its Contractual Obligations in
any respect that could reasonably be expected to have a Material Adverse Effect.  No Default or Event of Default has occurred
and is continuing.


 


4.8                               Ownership
of Property; Liens.  Each of
Borrower and its Restricted Subsidiaries is the sole owner of, legally and beneficially,
and has good, marketable and insurable title in fee simple to, or a valid
leasehold interest in, all its Real Estate Assets, and good title to, or a
valid leasehold interest in, all its other Property, and none of such Property
is subject to any Liens, claims, liabilities, obligations, charges or restrictions
of any kind, nature or description except for any Permitted Lien.  None of the Pledged Equity Interests is
subject to any Lien except for Permitted Liens.


 


4.9                               Intellectual Property.


 


(a)                                  Borrower and each of its Restricted Subsidiaries owns, or is
licensed to use, all material Intellectual Property necessary for the conduct
of its business as currently conducted. 
Except as described on Schedule 4.6, no material claim has been
asserted or is pending by any Person challenging or questioning the use of any
Intellectual Property or the validity or effectiveness of any Intellectual
Property, nor does Borrower know of any valid basis for any such claim, except
with respect to claims that could not reasonably be expected to have a Material
Adverse Effect.  To Borrower’s knowledge,
the use of Intellectual Property by Borrower and its Restricted Subsidiaries
does not infringe on the rights of any Person in any material respect, except
with respect to the matters described on Schedule 4.6, or with respect
to any matter that could not be reasonably expected to have a Material Adverse
Effect.


 


(b)                                 As of the Closing Date, Schedule 4.9(b) (i) identifies
each of the trademarks, service marks and trade name applications and
registrations registered by, made by or otherwise held, directly or indirectly,
by the Loan Parties and identifies which such Person registered, made or
otherwise holds such Intellectual Property, and (ii) specifies as to each,
the jurisdiction in which such Intellectual Property has been issued or registered
(or, if applicable, in which an application for such issuance or registration
has been filed), including the respective registration or application numbers
and applicable dates of registration or application and expiration.


 


(c)                                  As of the Closing Date, Schedule 4.9(c) (i) identifies
each of the patents and patent applications owned by, made by or otherwise
held, directly or indirectly, by the Loan Parties and identifies which such
Person owns, made or otherwise holds such Intellectual Property, and (ii) specifies
as to each, the jurisdiction in which such Intellectual Property has been
issued or registered (or, if applicable, in which an application for such
issuance or registration has been filed), including the respective patent or
application numbers and applicable dates of issuance or application and
expiration.


 


(d)                                 As of the Closing Date, Schedule 4.9(d) (i) identifies
each of the copyrights and copyright applications and registrations registered
by, made by or otherwise held, directly or indirectly, by the Loan Parties and
identifies which such Person registered, made or otherwise holds such
Intellectual Property, and (ii) specifies as to each, the jurisdiction in
which such Intellectual Property has been issued or registered (or, if
applicable, in which an application for 


 


69

















 


such issuance or registration has been filed), including the
respective registration or application numbers and applicable dates of
registration or application and expiration.


 


(e)                                  As of the Closing Date, Schedule 4.9(e) identifies
all material licenses, sublicenses and other agreements relating to
Intellectual Property (other than licenses or sublicenses of individual motion
pictures) to which any of the Loan Parties is a party and pursuant to which (i) any
of the Loan Parties is a licensor or sublicensor or the equivalent (except for
such agreements between Loan Parties) or (ii) any other Person (other than
a Loan Party) is authorized to use any Intellectual Property as a licensee,
sublicensee or the equivalent.


 


4.10                        Taxes.  Borrower and each of its Subsidiaries have
filed or caused to be filed all federal, and material state and other tax
returns that are required to be filed and has paid all taxes shown to be due
and payable on said returns or on any assessments made against it or any of its
Property and all other taxes, fees or other charges imposed on it or any of its
Property by any Governmental Authority, in each case prior to delinquency
(other than any taxes, the amount or validity of which are currently being
contested in good faith by appropriate proceedings and with respect to which
reserves in conformity with GAAP have been provided on the books of Borrower or
such Subsidiary, as the case may be); the contents of all such tax returns are
correct and complete in all material respects, no tax Lien has been filed
(other than with respect to real property taxes and assessments that are not
yet delinquent), and, to Borrower’s knowledge, no claim is being asserted, with
respect to any such tax, fee or other charge, other than with respect to taxes
that are not yet due and payable.


 


4.11                        Federal
Regulations.  No part of
the proceeds of the Loans or Letters of Credit will be used for purchasing or
carrying any “margin stock” (within the meaning of Regulation U) or to extend
credit to others for the purpose of purchasing or carrying margin stock or for
the purpose of purchasing, carrying or trading in any securities under such
circumstances as to involve Borrower in a violation of Regulation X or to
involve any broker or dealer in a violation of Regulation T.  No indebtedness being reduced or retired out
of the proceeds of the Loans or Letters of Credit was or will be incurred for
the purpose of purchasing or carrying any “margin stock” (within the meaning of
Regulation U).  Following application of
the proceeds of the Loans and Letters of Credit, “margin stock” (within the
meaning of Regulation U) does not constitute more than 25% of the value of the
assets of Borrower and its consolidated Subsidiaries.  None of the transactions contemplated by this
Agreement (including the direct and indirect use of proceeds of the Loans and
Letters of Credit) will violate or result in a violation of Regulation T,
Regulation U or Regulation X.  If
requested by any Lender or Administrative Agent, Borrower will furnish to
Administrative Agent and each Lender a statement to the foregoing effect in conformity
with the requirements of Regulation U.


 


4.12                        Labor Matters.  There are no strikes, stoppages, slowdowns or
other labor disputes against Borrower or any of its Subsidiaries pending or, to
Borrower’s knowledge, threatened that (individually or in the aggregate) could
reasonably be expected to have a Material Adverse Effect.  Hours worked by and payment made to employees
of Borrower and its Subsidiaries have not been in violation of the Fair Labor
Standards Act of 1938, as amended, or any other applicable Requirement of Law
dealing with such matters that (individually or in the aggregate) could reasonably
be expected to have a Material Adverse Effect. 
All payments due from Borrower or any of its Subsidiaries on account of
employee health and welfare insurance that (individually or in the aggregate)
could reasonably be expected to have a Material Adverse Effect if not paid have
been paid or accrued as a liability on the books of Borrower or the relevant Subsidiary.


 


70

















 


4.13                        ERISA.  Neither a Reportable Event nor an “accumulated
funding deficiency” (within the meaning of Section 412 of the Code or Section 302
of ERISA) has occurred during the five-year period prior to the date on which
this representation is made or deemed made with respect to any Plan, and each
Plan has complied in all material respects with all applicable provisions of
ERISA and the Code.  No termination of a
Single-Employer Plan has occurred, and no Lien in favor of the PBGC or a Plan
has arisen, during such five-year period. 
The present value of all accrued benefits under each Single-Employer
Plan (based on those assumptions used to fund such Plans) did not, as of the
last annual valuation date prior to the date on which this representation is
made or deemed made, exceed the value of the assets of such Plan allocable to
such accrued benefits by a material amount. 
Neither Borrower nor any Commonly-Controlled Entity has had a complete
or partial withdrawal from any Multiemployer Plan that has resulted or could
reasonably be expected to result in a material liability under ERISA, and neither
Borrower nor any Commonly-Controlled Entity would become subject to any
material liability under ERISA if Borrower or any such Commonly-Controlled
Entity were to withdraw completely from all Multiemployer Plans as of the
valuation date most closely preceding the date on which this representation is
made or deemed made.  No such
Multiemployer Plan is in Reorganization or Insolvent.


 


4.14                        Investment
Company Act; Other Regulations.  None of Holdings, Parent or any Loan Party is
an “investment company,” or a company “controlled” by an “investment company,”
within the meaning of the Investment Company Act of 1940, as amended.  None of Holdings, Parent or any Loan Party is
subject to regulation under any Requirement of Law (other than Regulation X)
that limits or conditions its ability to incur Indebtedness.


 


4.15                        Subsidiaries.


 


(a)                                  The Subsidiaries listed on Schedule 4.15 constitute
all the Subsidiaries of Borrower as of the Closing Date.  Schedule 4.15 sets forth, as of the
Closing Date, the name and jurisdiction of incorporation of each Subsidiary
and, as to each such Subsidiary, the percentage and number of each class of
Capital Stock owned by Borrower and its Subsidiaries.  As of the Closing Date, Borrower has no
direct subsidiaries other than Regal Cinemas, Inc., a Tennessee
corporation.


 


(b)                                 There are no outstanding subscriptions, options, warrants,
calls, rights or other agreements or commitments of any nature relating to any
Capital Stock of Borrower.  Except to the
extent not otherwise prohibited by the terms of this Agreement, there are no outstanding
subscriptions, options, warrants, calls, rights or other agreements of any
nature relating to any Capital Stock of any of the Subsidiaries, except as
disclosed on Schedule 4.15. 
Neither Borrower nor any of its Subsidiaries have issued, or authorized
the issuance of, any Disqualified Stock (except as expressly permitted under
this Agreement).


 


4.16                        Use of Proceeds.  The proceeds of the Term Loans, Revolving
Loans and the Letters of Credit made on or after the Closing Date shall be used
in accordance with Section 2.5.


 


4.17                        Environmental
Matters.  Other than as set forth on Schedule
4.17 and exceptions to any of the following that could not, individually or
in the aggregate, reasonably be expected to result in a Material Adverse
Effect:


 


(a)                                  Borrower and its Subsidiaries:  (i) are, and within the period of all
applicable statutes of limitation have been, in compliance with all applicable
Environmental Laws; and (ii) reasonably believe that compliance with all
applicable Environmental Laws that are or are 


 


71

















 


expected to become applicable to any of them will be timely
attained and maintained, without material expense.


 


(b)                                 Hazardous Materials are not present at, on, under, or in any
real property now or formerly owned, leased or operated by Borrower or any of
its Subsidiaries, or at any other location (including any location to which
Hazardous Materials have been sent for re-use or recycling or for treatment,
storage, or disposal) that could reasonably be expected to (i) give rise
to liability of Borrower or any of its Subsidiaries under any applicable
Environmental Law or otherwise result in material costs to Borrower or any of
its Subsidiaries, or (ii) interfere in any material respect with Borrower’s
or any of its Subsidiaries’ continued operations, or (iii) impair the fair
saleable value of any real property owned or leased by Borrower or any of its
Subsidiaries.


 


(c)                                  There is no judicial, administrative, or arbitral proceeding
(including any notice of violation or alleged violation) under or relating to
any Environmental Law to which Borrower or any of its Subsidiaries is, or to
Borrower’s knowledge could reasonably be expected to be, named as a party that
is pending or, to Borrower’s knowledge, threatened.


 


(d)                                 Neither Borrower nor any of its Subsidiaries have received
any written request for information, or been notified of any Environmental
Claim that it is a potentially responsible party under or relating to CERCLA,
or any similar Environmental Law, or with respect to any Hazardous Materials.


 


(e)                                  Neither Borrower nor any of its Subsidiaries have entered
into or agreed to any consent decree, order, or settlement or other agreement,
or is subject to any judgment, decree, or order or other agreement, in any
judicial, administrative, arbitral, or other forum for dispute resolution,
relating to compliance with or liability under any Environmental Law and which
is outstanding as of the Closing Date.


 


(f)                                    To Borrower’s knowledge, there are no past or present
actions, activities, circumstances, conditions, events or incidents, including
any Hazardous Materials Activity, that could reasonably be expected to form the
basis of any Environmental Claim against Borrower or any of its Subsidiaries,
or to Borrower’s knowledge, against any person or entity whose liability for
any Environmental Claim Borrower has retained or assumed either contractually
or by operation of law.


 


(g)                                 Borrower has provided to the Secured Parties all assessments,
reports, data, results of investigations or audits, and other information that
is in the possession of or reasonably available to Borrower or any of its
Subsidiaries regarding environmental matters pertaining to, or the
environmental condition of, the business of Borrower or any of its
Subsidiaries, or the compliance (or noncompliance) by Borrower and its
Subsidiaries with any Environmental Laws, except where any such information
does not disclose any condition that could reasonably be expected to have a
Material Adverse Effect.


 


4.18                        Accuracy
of Information, Etc.  No
statement or information contained in this Agreement, any other Loan Document,
the Confidential Information Memorandum or any other document, certificate or
statement furnished to any Agent or Lender, by or on behalf of Borrower or any
of its Subsidiaries for use in connection with the transactions contemplated by
this Agreement or the other Loan Documents, contained as of the date such
statement, information, document or certificate was so furnished, when taken
together with all other information so furnished, any untrue statement of a
material fact or omitted to state a material fact necessary in order to make
the statements contained herein or therein not misleading.  The projections and pro forma  


 


72

















 


financial information contained in the materials referenced above are
based on good faith estimates and assumptions believed by management of
Borrower to be reasonable at the time made, it being recognized by the Lenders
that such financial information as it relates to future events is not to be
viewed as fact and that actual results during the period or periods covered by
such financial information may differ materially from the projected results set
forth therein.  There is no fact known to
Borrower or any of its Subsidiaries that could reasonably be expected to have a
Material Adverse Effect that has not been expressly disclosed herein, in the
other Loan Documents, in the Confidential Information Memorandum or in any
other documents, certificates and written statements furnished to Agents and
Lenders for use in connection with the transactions contemplated hereby and by
the other Loan Documents.


 


4.19                        Security Documents.


 


(a)                                  The Guaranty and Collateral Agreement is effective to create,
in favor of Administrative Agent for the benefit of the Secured Parties, a
legal, valid, binding and enforceable security interest in the Collateral
described therein and proceeds and products thereof.  In the case of (i) the Pledged Equity
Interests represented by stock or other certificates, as of the date when such
stock or other certificates representing such Pledged Equity Interests were
delivered to Administrative Agent, and (ii) the other Collateral described
in the Guaranty and Collateral Agreement that is subject to perfection by the
filing of financing statements in the jurisdiction of organization of Borrower
and each Guarantor, as of the date when financing statements in appropriate
form were filed in the offices specified on Schedule 4.19(a), the Lien
and security interest granted pursuant to the Guaranty and Collateral Agreement
constituted, and such Lien and security interest continue to constitute, a
fully-perfected Lien on, and security interest in, all right, title and
interest of the Loan Parties in such Collateral and the proceeds and products
thereof, as security for the Obligations (as defined in the Guaranty and
Collateral Agreement), in each case prior and superior in right to any other
Lien (except Permitted Liens).


 


(b)                                 As of the Closing Date, Schedule 4.19(b) sets
forth a true, complete and correct list of all Real Estate Assets owned in fee
by Borrower or any Restricted Subsidiary that are encumbered by an Existing Mortgage.  Each of the Mortgages is effective to create
in favor of Administrative Agent, for the benefit of the Secured Parties, a
legal, valid, binding and enforceable Lien on, and security interest in, the
Mortgaged Properties described therein, (i) with respect to each Existing
Mortgage relating to Real Estate Assets owned in fee by Borrower or any Restricted
Subsidiary, as of the Closing Date, and (ii) with respect to any New
Mortgage entered into after the Closing Date, as of the date such Mortgage is
timely and properly filed in the appropriate offices in respect of such
Mortgages.  Each Mortgage shall constitute
a fully-perfected Lien on, and security interest in, the Mortgaged Property
described therein, as security for the Obligations, in each case prior and superior
in right to the Lien of any other Person, other than Permitted Liens.


 


(c)                                  The Guaranty and Collateral Agreement is effective to create,
in favor of Administrative Agent for the benefit of the Secured Parties, a
legal, valid, binding and enforceable security interest in the Collateral
consisting of Intellectual Property and proceeds and products thereof.  Upon the filing or recording of the Guaranty
and Collateral Agreement (or a memorandum thereof in form and substance
reasonably satisfactory to Administrative Agent) in the offices described in
the Guaranty and Collateral Agreement (or such memorandum thereof), the
Guaranty and Collateral Agreement (and each such memorandum thereof) will
constitute a fully-perfected Lien on, and security interest in, all right,
title and interest of Borrower and each Guarantor in the Intellectual Property
Collateral described therein and the proceeds and products 


 


73

















 


thereof, as security for the Obligations (as defined in the
Guaranty and Collateral Agreement), in each case prior and superior in right to
any other Person (except Permitted Liens).


 


(d)                                 The Guaranty and Pledge Agreement is effective to create, in
favor of Administrative Agent for the benefit of the Secured Parties, a legal,
valid, binding and enforceable Lien and security interest in all of the Capital
Stock of Borrower, and upon the delivery of the certificates representing such
Capital Stock to Administrative Agent, such Lien and security interest will constitute
a perfected Lien, superior in right to and free and clear of any other Lien.


 


4.20                        Solvency.  Each Loan Party, Holdings and Parent is, and
after giving effect to the incurrence of all Indebtedness and obligations being
incurred in connection with the Loan Documents through and including the
Closing Date and after giving effect to any applicable rights of contribution
of such Person in respect of Guarantied Obligations, will be and will continue
to be, Solvent.


 


4.21                        Senior Indebtedness.  The Obligations (including the Guarantied
Obligations) constitute “Senior Indebtedness” and “Permitted Indebtedness”
under and as defined in the documents relating to any Permitted Subordinated
Indebtedness and any Permitted Subordinated Refinancing.  The Liens of Administrative Agent for the
benefit of the Secured Parties on the Collateral are permitted under the terms
of the documents relating to any Permitted Subordinated Indebtedness, any
Permitted Subordinated Refinancing and any Permitted Senior Refinancing, and
the Senior Notes.


 


4.22                        Regulation
H.  Except for Real Estate Assets
in respect of which federal flood insurance coverage and additional flood
insurance coverage meeting the requirements of Section 5.5(d) hereof
is maintained by the Loan Parties, no Mortgage encumbers any improved Real Estate
Asset that is located in an area that has been identified by the Secretary of
Housing and Urban Development as an area having special flood hazards and in
which flood insurance has been made available under the National Flood Insurance
Act of 1968, as amended.


 


4.23                        Insurance.  The insurance policies currently maintained
by Borrower and its Restricted Subsidiaries are with insurers of recognized
financial responsibility and cover such losses and risks in such amounts as are
prudent and customary in the businesses in which they are engaged; and none of
Borrower or any of its Restricted Subsidiaries (i) has received notice
from any insurer or agent of such insurer that substantial capital improvements
or other material expenditures will have to be made in order to continue such
insurance at a cost, with respect to such improvements or expenditures, that
could reasonably be expected to have a Material Adverse Effect, or (ii) has
any reason to believe that it will not be able to renew its existing insurance
coverage as and when such coverage expires or to obtain similar coverage from
similar insurers at a cost that could not reasonably be expected to have a
Material Adverse Effect.


 


4.24                        Real Estate.


 


(a)                                  As of the Closing Date, Schedule 4.24(a) sets
forth a true, complete and correct list of all owned or leased Real Estate
Assets used or occupied by Borrower or any of its Subsidiaries.


 


(b)                                 The Real Estate Assets and the current use thereof comply
with (i) all applicable Requirements of Law (including building and zoning
ordinances and codes), and neither Borrower nor any of its Subsidiaries is a
nonconforming user of any Real Estate Asset, and


 


74
















 


(ii) all Insurance Requirements, in each case except
where noncompliance could not reasonably be expected to have a Material Adverse
Effect.


 


(c)                                  No taking, condemnation or other eminent domain proceeding by
any Governmental Authority has been commenced or, to the best of Borrower’s
knowledge, is contemplated with respect to all or any portion of any material
Real Estate Assets or for any materially adverse relocation of roadways
providing access to such Real Estate Asset, in each case except as could not reasonably
be expected to have a Material Adverse Effect.


 


(d)                                 There are no current, pending or, to Borrower’s best
knowledge, proposed special or other assessments for public improvements or
otherwise affecting any Mortgaged Property, nor are there any contemplated
improvements to such Mortgaged Property that may result in such special or
other assessments, in each case other than such assessments that will be paid
prior to delinquency or as could not reasonably be expected to have a Material
Adverse Effect.


 


(e)                                  Neither Borrower nor any of its Subsidiaries have suffered,
permitted or initiated the joint assessment of any fee-owned Mortgaged Property
with any other real property constituting a separate tax lot that would
interfere with the legal foreclosure of such Mortgaged Property independent of
any Real Estate Asset that is not a Mortgaged Property.


 


(f)                                    Each of Borrower and its Subsidiaries has obtained all
material permits (including assembly permits), licenses, variances and
certificates required by Requirements of Law to be obtained by such Person and
necessary to the use and operation of the Mortgaged Properties, in each case
except as could not reasonably be expected to have a Material Adverse
Effect.  Each of Borrower and its
Subsidiaries has obtained all permits (including assembly permits), licenses,
variances and certificates required by Requirements of Law to be obtained by
such Person and necessary to the use and operation of its Real Estate Assets
other than Mortgaged Properties except to the extent that the failure to obtain
such permits, licenses, variances and certificates could not, in the aggregate,
reasonably be expected to have a Material Adverse Effect.  The use being made of all Real Estate Assets
is in material conformity with the certificate of occupancy or such other
permits, licenses, variances and certificates for such Real Estate Assets and
any other reciprocal easement agreements, restrictions, covenants or conditions
affecting such Real Estate Assets, in each case except as could not reasonably
be expected to have a Material Adverse Effect.


 


(g)                                 Except for maintenance and repairs in the ordinary course of
business or as set forth on Schedule 4.24(g), to Borrower’s best
knowledge, as of the Closing Date, all Real Estate Assets being used for the
conduct of the business of any Loan Party are free from structural defects and
all building systems contained therein are in good working order and condition,
ordinary wear and tear excepted, suitable for the purposes for which they are
currently being used, except as could not reasonably be expected to have a
Material Adverse Effect.


 


(h)                                 As of the Closing Date, there are no outstanding options to
purchase or rights of first refusal or restrictions on transferability
affecting any owned Real Estate Assets except as set forth on Schedule
4.24(h).


 


(i)                                     Except as could not reasonably be expected to have a Material
Adverse Effect, (i) all Real Estate Assets have adequate rights of access
to public ways to permit the Real Estate Assets to be used for their intended
purpose and is served by operating and adequate water, electric, telephone,
sewer, sanitary sewer and storm drain facilities, (ii) all Real Estate
Assets 


 


75

















 


have the legal right to all public utilities necessary to the
continued use and enjoyment of such Real Estate Assets, (iii) all roads
necessary for the full utilization of the Real Estate Assets for their current
purpose have been completed and dedicated to public use and accepted by all Governmental
Authorities or are the subject of access easements for the benefit of such Real
Estate Assets, and (iv) all reciprocal easement agreements affecting any
Real Estate Asset are in full force and effect and Borrower is not aware of any
defaults thereunder.


 


(j)                                     No building or structure constituting a Real Estate Asset or
any appurtenance thereto or equipment thereon, or the use, operation or
maintenance thereof, violates any restrictive covenant or encroaches on any
easement or on any property owned by others, which violation or encroachment
materially interferes with the use or could reasonably be expected to
materially adversely affect the value of such building, structure or
appurtenance, in each case except as could not reasonably be expected to have a
Material Adverse Effect.  As of the Closing
Date, all buildings, structures, appurtenances and equipment necessary for the
use of each Mortgaged Property for the purpose for which it is currently being
used are located on such Mortgaged Property.


 


(k)                                  Each Real Estate Asset, including each lease, has adequate
available parking to meet legal and operating requirements (after taking into
account reciprocal easement agreements and other easements on adjoining or
nearby land), in each case except as could not reasonably be expected to have a
Material Adverse Effect.


 


(l)                                     As of the Closing Date, no portion of any Real Estate Asset
has suffered any material damage by fire or other material casualty loss that
has not heretofore been completely repaired and restored to its original
condition, in each case except as could not reasonably be expected to have a
Material Adverse Effect.


 


4.25                        Permits.


 


(a)                                  Other than exceptions to any of the following that could not,
individually or in the aggregate, reasonably be expected to have a Material
Adverse Effect:  (i) each of Borrower
and its Restricted Subsidiaries has obtained and holds all Permits required in
respect of its Real Estate Assets and for any other property otherwise operated
by or on behalf of, or for the benefit of, such Person and for the operation of
each of its businesses as presently conducted and as proposed to be conducted, (ii) all
such Permits are in full force and effect, and each of Borrower and its
Restricted Subsidiaries has performed and observed all requirements of such Permits,
(iii) no event has occurred that allows or results in, or after notice or
lapse of time would allow or result in, revocation or termination by the issuer
thereof or any other impairment of the rights of the holder of any such Permit,
(iv) no such Permits contain any restrictions, either individually or in
the aggregate, that are materially burdensome to any of Borrower and its
Restricted Subsidiaries, or to the operation of any of its businesses or any
property owned, leased or otherwise operated by such Person, (v) each of
Borrower and its Restricted Subsidiaries reasonably believes that each of its
Permits will be timely renewed and complied with, without material expense, and
that any additional Permits that may be required of such Person will be timely
obtained and complied with, without material expense, and (vi) Borrower
has no knowledge or reason to believe that any Governmental Authority is
considering limiting, suspending, revoking or renewing on materially burdensome
terms any such Permit.


 


(b)                                 Except as provided in Sections 4.4 and 4.19, no
consent or authorization of, filing with, Permit from, or other act by or in
respect of, any Governmental Authority is required in connection with the
execution, delivery, performance, validity or enforceability of, or 


 


76

















 


enforcement of remedies (including foreclosure on the
Collateral) pursuant to, this Agreement and the other Loan Documents.


 


4.26                        Leases.


 


(a)                                  Except as could not reasonably be expected to have a Material
Adverse Effect, each of Borrower and its Restricted Subsidiaries has paid all
such payments required to be made by it in respect of leasehold Real Estate
Assets, and no landlord Lien (other than as constituting a Permitted Lien) has
been filed, and to Borrower’s knowledge no claim is being asserted, with
respect to any such payments (in each case, other than any claim the amount or
validity of which are currently being contested in good faith by appropriate
proceedings and with respect to which reserves in conformity with GAAP have
been provided on Borrower’s books).


 


(b)                                 Except as could not reasonably be expected to have a Material
Adverse Effect, to Borrower’s best knowledge, each of the leases listed on Schedule
4.24(a) is in full force and effect and is legal, valid, binding and
enforceable in accordance with its terms as of the Closing Date.  As of the Closing Date, except as set forth
on Schedule 4.26(b), there is not under any such lease any existing
breach, default, event of default or event or condition that, with or without
notice or lapse of time or both, would constitute a breach, default or an event
of default by a Loan Party, or, to Borrower’s best knowledge, by any other
party to such lease that, in any such case, could reasonably be expected to
result in the commencement of proceedings or actions to terminate such lease
(other than any event or condition that is the subject of a good faith contest
by appropriate proceedings and with respect to which reserves in conformity
with GAAP have been provided on Borrower’s books or that would not result in a
Material Adverse Effect).


 


(c)                                  Except as could not reasonably be expected to have a Material
Adverse Effect, as of the Closing Date, other than notices given or claims made
in respect of the matters set forth on Schedule 4.26(b), no party to any
material lease has given any Loan Party notice of or made a material claim with
respect to any breach or default that has not now been cured (other than with
respect to any event or condition that is the subject of a good faith contest
by appropriate proceedings and with respect to which reserves in conformity
with GAAP have been provided on Borrower’s books).


 


(d)                                 Except as could not reasonably be expected to have a Material
Adverse Effect, with respect to those leases that, as of the Closing Date, were
assigned or subleased to a Loan Party by a third party, all consents to such
assignments or sublease have been obtained.


 


(e)                                  Except as could not reasonably be expected to have a Material
Adverse Effect, except as described in Section 4.24(h), as of the
Closing Date, no Real Estate Asset is subject to any lease, sublease, license
or other agreement granting to any Person other than Borrower or its Subsidiaries
any right to the use, occupancy or enjoyment of such Real Estate Asset or any
portion thereof.


 


SECTION 5.                         AFFIRMATIVE COVENANTS


 


Borrower hereby agrees that,
so long as the Commitments remain in effect, any Letter of Credit remains
outstanding or any Loan or other amount is owing to any Lender or any Agent
hereunder, Borrower shall, and shall cause its Restricted Subsidiaries to:


 


5.1                               Financial Statements and Other
Reports.  Deliver to Administrative
Agent and Lenders:


 


77

















 


(a)                                  as soon as available, but in any event within 90 days after
the end of each Fiscal Year, a copy of the audited consolidated balance sheet
of Borrower and its consolidated Subsidiaries as at the end of such Fiscal Year
and the related audited consolidated statements of income and of cash flows for
such Fiscal Year, setting forth in each case in comparative form the figures
for the previous Fiscal Year, reported on without a “going concern” or like
qualification or exception, or qualification arising out of the scope of the
audit, by independent certified public accountants of nationally recognized
standing;


 


(b)                                 as soon as available, but in any event within 90 days after
the end of each Fiscal Year, a copy of the unaudited consolidated balance sheet
of Borrower and its consolidated Restricted Subsidiaries as at the end of such
Fiscal Year and the related unaudited consolidated statements of income and of
cash flows for such Fiscal Year, setting forth in each case in comparative form
the figures for the previous Fiscal Year; and


 


(c)                                  as soon as available, but in any event not later than 45 days
after the end of each of the first three Fiscal Quarters of each Fiscal Year,
the (i) unaudited consolidated balance sheet of Borrower and its consolidated
Subsidiaries and (ii) unaudited consolidated balance sheet of Borrower and
its consolidated Restricted Subsidiaries, each as at the end of such Fiscal
Quarter and the related unaudited consolidated statements of income and of cash
flows for such Fiscal Quarter and the portion of the Fiscal Year through the
end of such Fiscal Quarter, setting forth in each case in comparative form the
figures for the previous Fiscal Year, certified by an Authorized Officer as
being fairly stated in all material respects (subject to normal year-end audit
adjustments).


 


All such financial statements shall be complete and
correct in all material respects when delivered and shall be prepared in
reasonable detail and in accordance with GAAP applied consistently throughout
the periods reflected therein and with prior periods (except for any such
application which is not consistent, as approved by such accountants or
officer, as the case may be, and disclosed therein and except to the extent
financial statements referred to in clause (b) or (c)(ii) which
exclude Unrestricted Subsidiaries are not in accordance with GAAP solely as a
result of such exclusion).


 


5.2                               Certificates and Other
Information.  Deliver to
Administrative Agent and Lenders, or, in the case of clause (g) below, to
the relevant Lender:


 


(a)                                  concurrently with the delivery of the financial statements
referred to in Section 5.1(a), a certificate of the independent
certified public accountants reporting on such financial statements stating
that in making the examination necessary therefor no knowledge was obtained of
any Default or Event of Default, except as specified in such certificate;


 


(b)                                 concurrently with the delivery of any financial statements
pursuant to Section 5.1, (i) a certificate of an Authorized Officer
stating that, to the best of each such Authorized Officer’s knowledge, each
Loan Party during such period has observed or performed all of its covenants
and other agreements, and satisfied every condition, contained in this
Agreement and the other Loan Documents to which it is a party to be observed,
performed or satisfied by it, and that such Authorized Officer has obtained no
knowledge of any Default or Event of Default except as specified in such
certificate, (ii) a certificate of an Authorized Officer listing (x) each
Subsidiary (including any Subsidiary of an Unrestricted Subsidiary) that has
been designated by the board of directors of the Borrower as an Unrestricted
Subsidiary, or has otherwise become an Unrestricted Subsidiary, during the period
prior to delivery of such certificate and subsequent to the delivery of any
such earlier certificate and (y) each Unrestricted Subsidiary that has
ceased to 


 


78

















 


be an Unrestricted Subsidiary during such period and listing
the amount of all Indebtedness of, and all Investments in, such Subsidiary as
at the date such Subsidiary ceased to be an Unrestricted Subsidiary and (iii) a
duly executed and completed Compliance Certificate;


 


(c)                                  as soon as available, and in any event no later than 45 days
after the end of each Fiscal Year, a detailed consolidated budget for the
following Fiscal Year (including a projected consolidated balance sheet of
Borrower and its Restricted Subsidiaries as of the end of the following Fiscal
Year, and the related consolidated statements of projected cash flow, projected
changes in financial position and projected income), and, as soon as available,
significant revisions, if any, of such budget and projections with respect to
such Fiscal Year (collectively, the “Projections”),
which Projections shall in each case be accompanied by a certificate of an Authorized
Officer stating that such Projections are based on reasonable estimates, information
and assumptions and that such Authorized Officer has no reason to believe that
such Projections are incorrect or misleading in any material respect;


 


(d)                                 within 45 days after the end of each of the first three
Fiscal Quarters, and within 90 days after the end of each Fiscal Year, a
narrative discussion and analysis of the financial condition and results of
operations of Borrower and its Restricted Subsidiaries for such Fiscal Quarter
and for the period from the beginning of the then current Fiscal Year to the
end of such Fiscal Quarter, or for such Fiscal Year, as applicable, as compared
to the portion of the Projections covering such periods and to the comparable
periods of the previous Fiscal Year;


 


(e)                                  no later than two Business Days (or such shorter period as
reasonably agreed to by Administrative Agent) prior to the effectiveness
thereof, copies of substantially final drafts of any proposed agreement,
amendment, supplement, waiver or other modification, as applicable, with
respect to documents relating to any Permitted Subordinated Indebtedness, any
Permitted Subordinated Refinancing or any Permitted Senior Refinancing or the
Senior Notes;


 


(f)                                    within five days after the same are sent, copies of all
financial statements and reports that Borrower sends to the holders of any
class of its debt securities or public equity securities and, and within five
days after the same are filed, copies of all financial statements and reports
that Borrower may make to, or file with, the SEC; and


 


(g)                                 promptly, such additional financial or other information as
any Lender may from time to time reasonably request from Borrower or any of its
Restricted Subsidiaries.


 


5.3                               Payment of Obligations.  Borrower will, and will cause each of its
Subsidiaries to, to the extent not otherwise prohibited hereunder or prohibited
by the subordination or intercreditor provisions thereof, pay, discharge or
otherwise satisfy at or before maturity or before they become delinquent, as
the case may be, all its material obligations of whatever nature, except where
the amount or validity thereof is currently being contested in good faith by
appropriate proceedings and reserves in conformity with GAAP with respect
thereto have been provided on the books of Borrower and its Restricted
Subsidiaries, as the case may be, to the extent that the failure to pay,
discharge or otherwise satisfy such obligations could not reasonably be
expected to have a Material Adverse Effect.


 


5.4                               Conduct
of Business and Maintenance of Existence, Etc.  (a) (i) Preserve, renew and keep in
full force and effect its corporate existence, and (ii) take all reasonable
action to maintain all rights, privileges, franchises, Permits and licenses
necessary or desirable in the normal conduct of its business, except, in each
case, as otherwise permitted by Section 6.4, and except, in the
case of the foregoing clause (ii), to the extent that failure to do so could
not reasonably 


 


79

















 


be expected to have a Material Adverse Effect; and (b) comply with
all Contractual Obligations (not incurred in violation hereof) and Requirements
of Law (including reporting requirements in respect of the Patriot Act), except
to the extent that failure to comply therewith could not, in the aggregate,
reasonably be expected to have a Material Adverse Effect.


 


5.5                               Maintenance of Properties;
Leases; Insurance.


 


(a)                                  Except as could not reasonably be expected to have a Material
Adverse Effect, keep all Property and systems useful and necessary in the
business of Borrower and its Restricted Subsidiaries in good working order and
condition, ordinary wear and tear excepted;


 


(b)                                 Except as could not reasonably be expected to have a Material
Adverse Effect,  maintain, or obtain
contractual commitments from relevant landlords to maintain, all rights of way,
easements, grants, privileges, licenses, certificates, and permits necessary
for the use of any Real Estate Asset (as used in the business of Borrower and
its Restricted Subsidiaries);


 


(c)                                  except as could not reasonably be expected to have a Material
Adverse Effect, comply with the terms of each leasehold Real Estate Asset so as
not to permit any material uncured tenant default to exist thereunder (other
than any matters being contested in good faith by appropriate proceedings);


 


(d)                                 maintain with financially sound and reputable insurance
companies insurance on all its Property (including all inventory, equipment and
vehicles) in at least such amounts and against at least such risks as are
usually insured against in the same general area by companies engaged in the same
or a similar business; and furnish to Administrative Agent with copies for each
Secured Party, upon written request, full information as to the insurance
carried; provided that, each of
Borrower and its Restricted Subsidiaries will maintain, to the extent obtainable
on commercially reasonable terms, (i) property and casualty insurance on
all Property on an all-risks basis (including the perils of flood and quake,
loss by fire, explosion and theft and such other risks and hazards as are
covered by a standard extended coverage insurance policy), covering the repair
or replacement cost of all such Property and consequential loss coverage for
business interruption and extra expense (which shall include construction
expenses and such other business interruption expenses as are otherwise
generally available to similar businesses), (ii) public liability
insurance, and (iii) building law and ordinance coverage in such amount as
to address to the satisfaction of Administrative Agent any increased cost of
construction, debris removal and/or demolition expenses incurred as a result of
the application of any building law and/or ordinance.  All such insurance with respect to Borrower
and its Restricted Subsidiaries shall be provided by insurers or reinsurers
that (x) in the case of United States insurers and reinsurers, have an A.M.
Best policyholders rating of not less than A- with respect to primary insurance
and B+ with respect to excess insurance, and (y) in the case of non-United
States insurers or reinsurers, the providers of at least 80% of such insurance
have either an ISI policyholders rating of not less than A, an A.M. Best
policyholders rating of not less than A- or a surplus of not less than
$500,000,000 with respect to primary insurance, and an ISI policyholders rating
of not less than BBB with respect to excess insurance, or, if the relevant insurance
is not available from such insurers, such other insurers as Administrative
Agent may approve in writing.  All
insurance with respect to Borrower and its Restricted Subsidiaries shall (i) provide
that no cancellation, material reduction in amount or material change in
coverage thereof shall be effective until at least 30 days after receipt by
Administrative Agent of written notice thereof, (ii) if reasonably requested
by Administrative Agent, include a breach of warranty clause, (iii) contain
a “Replacement Cost Endorsement” with a waiver of depreciation and a waiver of
subrogation against any Secured Party, (iv) contain a standard
noncontributory mortgagee clause naming Administrative Agent (and/or 


 


80

















 


such other party as may be designated by Administrative
Agent) as the party to which all payments made by such insurance company shall
be paid, (v) if requested by Administrative Agent, contain endorsements
providing that neither Borrower nor any of its Subsidiaries, any Secured Party
or any other Person shall be a co-insurer under such insurance policies, and (vi) be
reasonably satisfactory in all other respects to Administrative Agent.  Each Secured Party shall be an additional
insured on all liability insurance policies of each of the Loan Parties and
Administrative Agent shall be named as loss payee on all property and casualty
insurance policies of each such Person;


 


(e)                                  deliver to Administrative Agent on behalf of the Secured
Parties, (i) on the Closing Date, a certificate dated such date showing
the amount and types of insurance coverage as of such date, (ii) upon
request of Administrative Agent from time to time, full information as to the
insurance carried by any of the Loan Parties, (iii) promptly following
receipt of notice from any insurer, a copy of any notice of cancellation or
material and adverse change in coverage of any of the Loan Parties from that existing
on the Closing Date, (iv) forthwith, notice of any cancellation or
nonrenewal of coverage of any of the Loan Parties that results in any Loan
Party failing to comply with the requirements of Section 5.5(d),
and (v) promptly after such information is available to any of Borrower or
any of its Subsidiaries, full information as to any claim for an amount in
excess of $5,000,000 with respect to any property and casualty insurance policy
maintained by Borrower or any of its Subsidiaries; and


 


(f)                                    preserve and protect the Lien status of each respective
Mortgage and, if any Lien (other than (i) unrecorded Liens permitted under
Section 6.3 that arise by operation of law, (ii) other Liens
permitted under Sections 6.3(e) and 6.3(i) and (iii) other
Liens which are currently being contested in good faith by appropriate
proceedings and where reserves in conformity with GAAP with respect thereto
have been provided on the books of the relevant Loan Party, so long as no
foreclosure, sale or similar enforcement proceeding has been commenced in
respect thereof) is asserted against a Mortgaged Property, promptly and at its
expense, give Administrative Agent a detailed written notice of such Lien and,
to the extent not constituting a Permitted Lien, pay the underlying claim in
full or take such other action so as to cause it to be released or bonded over
in a manner satisfactory to Administrative Agent.


 


5.6                               Inspection
of Property; Books and Records; Discussions.  (a) Keep proper books of records and
account in which full, true and correct entries in conformity with GAAP (or, in
the case of any Foreign Subsidiary, generally accepted accounting principles in
such Foreign Subsidiary’s jurisdiction of organization) and all Requirements of
Law shall be made of all dealings and transactions in relation to its business
and activities, and (b) permit any representatives designated by
Administrative Agent or any Lender to visit and inspect the financial records
and the property of such Loan Party at reasonable times during normal business
hours and upon reasonable advance notice (no more frequently than twice during
any Fiscal Year and at the sole cost and expense of the Lenders, unless a
Default or Event of Default shall have occurred and be continuing) and to make
extracts from and copies of such financial records, and permit any representatives
designated by Administrative Agent or any Lender to discuss the affairs,
finances and condition of any Loan Party with and be advised as to the same by
the officers thereof and the independent accountants therefor.


 


5.7                               Notices.  Promptly (or sooner, if so indicated) after
an Authorized Officer obtains knowledge thereof, give notice to Administrative
Agent (who shall transmit such information to the Lenders), of:


 


(a)                                  the occurrence of any Default or Event of Default;


 


81

















 


(b)                                 any (i) default, or event of default or alleged default
under any Contractual Obligation of any Loan Party, or (ii) litigation,
investigation or proceeding that may exist at any time between Borrower or any
of its Subsidiaries and any Governmental Authority, that in either case, if not
cured or if adversely determined, as the case may be, could reasonably be expected
to have a Material Adverse Effect;


 


(c)                                  any litigation or proceeding affecting or relating to
Borrower or any of its Restricted Subsidiaries in which the stated amount of
damages claimed has been specified in writing and the portion of such stated
amount that is not expected to be covered by insurance exceeds $10,000,000;


 


(d)                                 the following events, as soon as possible and in any event
within 30 days after any Loan Party knows or has reason to know thereof:  (i) the occurrence of any Reportable
Event with respect to any Plan, a failure to make any required contribution to
a Plan, the creation of any Lien in favor of the PBGC or a Plan or any
withdrawal from, or the termination, Reorganization or Insolvency of, any
Multiemployer Plan, or (ii) the institution of proceedings or the taking
of any other action by the PBGC or Borrower or any Commonly-Controlled Entity
or any Multiemployer Plan with respect to the withdrawal from, or the
termination, Reorganization or Insolvency of, any Plan;


 


(e)                                  any development or event that has had or could reasonably be
expected to have, individually or in the aggregate, a Material Adverse Effect;


 


(f)                                    notices of default in respect of the payment of base rent
given to any Loan Party from landlords in connection with any leased
properties, to the extent that, as of any date, the number of leases subject to
such notices and pursuant to which the grace period, if any, for such payment
default shall have lapsed with such default remaining uncured exceeds 5% of the
total number of leased theaters occupied by Loan Parties;


 


(g)                                 any notice that any Governmental Authority may condition
approval of, or any application for, an Environmental Permit or any other
material Permit held by Borrower or any of its Restricted Subsidiaries on terms
and conditions that are materially burdensome to Borrower or any of its
Restricted Subsidiaries, or to the operation of any of its businesses or any
property owned, leased or otherwise operated by such Person;


 


(h)                                 on the date of the occurrence thereof, notice that (i) any
or all of the obligations under any Permitted Subordinated Indebtedness, any
Permitted Subordinated Refinancing or any Permitted Senior Refinancing or the
Senior Notes have been accelerated, or (ii) the trustee or the required
holders of Permitted Subordinated Indebtedness, Permitted Subordinated Refinancing
or any Permitted Senior Refinancing or the Senior Notes have given notice that
any or all such obligations are to be accelerated; and


 


(i)                                     the determination by the Borrower or any Restricted
Subsidiary that any Digital Cinema Equipment (excluding any leasehold
interests) is no longer intended in good faith to be, or reasonably expected to
be, sold or contributed to a DCIP Entity under a DCIP Investment Transaction,
together with a schedule listing all such equipment in reasonable detail, including,
to the extent available, all serial numbers thereto and the amount, if any, of
all expenditures for the acquisition of such Digital Cinema Equipment.


 


82

















 


Each
notice pursuant to this Section shall be accompanied by a statement of an
Authorized Officer setting forth details of the occurrence referred to therein
and stating what action Borrower or the relevant Subsidiary proposes to take
with respect thereto.


 


5.8                               Environmental Laws.


 


(a)                                  Comply in all material respects with, and use commercially
reasonable efforts to ensure compliance in all material respects by all tenants
and subtenants, if any, with, all applicable Environmental Laws and
Environmental Permits, and obtain, maintain and comply in all material respects
with and maintain, and use commercially reasonable efforts to ensure that all
tenants and subtenants, if any, obtain, maintain and comply in all material
respects with and maintain, any and all Environmental Permits.


 


(b)                                 Conduct and complete all investigations, studies, sampling
and testing, and all remedial, removal and other actions required under
Environmental Laws and promptly comply in all material respects with all lawful
orders and directives of all Governmental Authorities regarding Environmental
Laws.


 


5.9                               Additional Collateral, Etc.


 


(a)                                  With respect to any personal Property acquired after the
Closing Date by Borrower or any of its Restricted Subsidiaries constituting
possessory collateral required to be delivered to Administrative Agent pursuant
to any other provision hereof or any other Loan Document, and any collateral
accounts required to be created under this Agreement or any other Loan Document
(but specifically excluding (x) any Collateral described in clauses (b), (c) or
(d) of this Section 5.9, (y) any Collateral subject to a
Lien expressly permitted by Sections 6.3(f) and 6.3(g) (but
only for so long as so subject), and (z) Collateral acquired by an
Excluded Foreign Subsidiary), as to which Administrative Agent, for the benefit
of the Secured Parties, does not have a perfected security interest, promptly
(and, in any event, within 30 days following the date of such acquisition):  (i) execute and deliver to
Administrative Agent such amendments to the Guaranty and Collateral Agreement
or such other documents as Administrative Agent deems necessary or advisable to
grant to Administrative Agent, for the benefit of the Secured Parties, a security
interest in such Collateral, and (ii) take all actions necessary or
advisable to grant to Administrative Agent, for the benefit of the Secured
Parties, a perfected First Priority security interest in such Collateral,
including the filing of UCC financing statements in such jurisdictions as may
be required by the Guaranty and Collateral Agreement or as may be requested by
Administrative Agent.


 


(b)                                 With respect to any fee Real Estate Asset acquired by
Borrower or any of its Restricted Subsidiaries after the Closing Date having a
value (together with improvements thereof) of at least $2,500,000 (other than
with respect to any such Real Estate Asset, (w) owned by an Excluded
Foreign Subsidiary, or owned by a new Subsidiary subject to the requirements of
Section 5.9(c), (x) subject to a Lien expressly permitted by Sections
6.3(f) or 6.3(g) (but only for so long as so subject), (y) owned
by any UA Subsidiary solely during the period that the UA Pass-Through
Certificates Restriction is in effect, or (z) subject to a contract for
sale within 45 days after acquisition; provided that,
if such sale is not ultimately consummated within a reasonable period thereafter,
the provisions of this Section 5.9(b) shall become applicable),
promptly (and, in any event, within 45 days following the date of such
acquisition or such later date permitted by Administrative Agent):  (i) execute and deliver a First Priority
Mortgage (subject only to Permitted Liens) in favor of Administrative Agent,
for the benefit of the Secured Parties, covering such Real Estate Asset, (ii) if
requested by Administrative Agent, provide the Secured Parties 


 


83

















 


with (x) title insurance covering such real property
complying with the provisions of Schedule 5.9(b), in an amount at least
equal to the purchase price of such real property (or such other amount as
shall be reasonably specified by Administrative Agent) and (y) if
requested by Administrative Agent, Phase I environmental reports (and where
appropriate based on the results of such Phase I environmental reports and at
the reasonable request of Administrative Agent, Phase II environmental reports)
with respect to such Real Estate Asset, all in form and substance reasonably
satisfactory to Administrative Agent; (iii) if requested by Administrative
Agent, deliver to Administrative Agent legal opinions relating to the matters
described above, which opinions shall be in form and substance, and from
counsel, reasonably satisfactory to Administrative Agent and (iv) a flood
hazard certificate with respect to such Real Estate Assets and if such Real Estate
Asset is a Flood Hazard Property, evidence of flood insurance with respect to
each Flood Hazard Property that is located in a community that participates in
the National Flood Insurance Program, in each case in compliance with any
applicable regulations of the Board of Governors of the Federal Reserve System,
in form and substance reasonably satisfactory to Administrative Agent.  In addition to the foregoing, Borrower shall,
at the request of Requisite Lenders, from time to time deliver to Administrative
Agent such appraisals of Mortgaged Property as are required by Requirements of
Law with respect to which Administrative Agent has been granted a Lien.


 


(c)                                  With respect to any new Subsidiary (other than (w) an
Excluded Foreign Subsidiary, (x) any Unrestricted Subsidiary created or
acquired pursuant to an Investment made in accordance with Section 6.8(j),
6.8(k) or 6.8(q) (y) any UA Subsidiary solely
during the period that the UA Pass-Through Certificates Restriction is in
effect, or (z) any Restricted Subsidiary with total assets having a fair
market value of less than $5,000 (but only until such time as such Restricted
Subsidiary has or acquires assets with a fair market value of $5,000 or more,
or becomes an obligor with respect to any other Indebtedness)) created or
acquired after the Closing Date (which, for the purposes of this Section 5.9(c),
shall include (i) any existing Subsidiary that ceases to be an Excluded
Foreign Subsidiary, or ceases to be an Unrestricted Subsidiary and becomes a
Restricted Subsidiary, (ii) each UA Subsidiary as soon as the UA
Pass-Through Certificates Restriction is not in effect, or (iii) any
Restricted Subsidiary that ceases to meet the requirements of clause (z) above)
by Borrower or any of its Restricted Subsidiaries:  (A) promptly (and, in any event, within
30 days following such creation, acquisition or other event described above) (i) execute
and deliver to Administrative Agent such amendments to the Guaranty and
Collateral Agreement, if any, as Administrative Agent deems necessary or advisable
to grant to Administrative Agent, for the benefit of the Secured Parties, a
perfected First Priority security interest in the Capital Stock of such new
Subsidiary that is owned by Borrower or any of its Restricted Subsidiaries, (ii) deliver
to Administrative Agent the certificates (if any) representing such Capital
Stock, together with undated stock powers, indorsed in blank and delivered by
an Authorized Officer of Borrower or such Restricted Subsidiary, as the case
may be, and (iii) cause such new Subsidiary to become party to the
Guaranty and Collateral Agreement as a Guarantor thereunder, (B) promptly
(and, in any event, within 45 days following the date of such acquisition or
such later date as permitted by Administrative Agent)  (I) execute
and deliver a First Priority Mortgage (subject to Permitted Liens) in favor of
Administrative Agent, for the benefit of the Secured Parties, covering any
fee-owned Real Estate Asset of such Subsidiary having a fair market value
(together with improvements thereof) of at least $2,500,000 (other than Real
Estate Assets subject to a Lien expressly permitted by Sections 6.3(f) or
6.3(g) (but only for so long as so subject)) that is not subject to
a contract for sale within 45 days following the date of acquisition, provided that, if such sale is not ultimately consummated
within a reasonable period thereafter, delivery of such First Priority Mortgage
shall thereafter be required in accordance with the provisions of this Section 5.9(c),
and (II) if requested by Administrative Agent, provide the Secured Parties
with (x) title insurance covering such Real Estate Asset in an amount at
least equal to the purchase price of such real property (or such other amount
as shall be reasonably specified by


 


84
















 


Administrative Agent) complying with the provisions of Schedule
5.9(b) together with any consents or estoppels deemed necessary or
advisable by Administrative Agent in connection with such Mortgage, each of the
foregoing in form and substance reasonably satisfactory to Administrative Agent
and (y) Phase I environmental reports (and where appropriate based upon
such Phase I environmental reports and at the reasonable request of
Administrative Agent, Phase II environmental reports) with respect to such real
property, all in form and substance reasonably satisfactory to Administrative
Agent; and (C) if requested by Administrative Agent, deliver to
Administrative Agent legal opinions relating to the matters described, which
opinions shall be in form and substance, and from counsel, reasonably
satisfactory to Administrative Agent.


 


(d)                                 With respect to any new Excluded Foreign Subsidiary created
or acquired after the Closing Date by Borrower or any of its Restricted Subsidiaries,
promptly (and, in any event, within 30 days following such creation or the date
of such acquisition):  (i) execute
and deliver to Administrative Agent such amendments to the Guaranty and
Collateral Agreement as Administrative Agent deems necessary or advisable in
order to grant to Administrative Agent, for the benefit of the Secured Parties,
a perfected First Priority security interest in the Capital Stock of such new
Subsidiary that is owned by Borrower or any Guarantor (provided that, in no event shall more than
65% of the total outstanding Capital Stock of any such Subsidiary be required
to be so pledged, (ii) deliver to Administrative Agent the certificates representing
such Capital Stock, together with undated stock powers, indorsed in blank and
delivered by an Authorized Officer of Borrower or such Domestic Subsidiary, as
the case may be, and take such other action as may be necessary or, in the
opinion of Administrative Agent, desirable to perfect the security interest of
Administrative Agent thereon, and (iii) if requested by Administrative
Agent, deliver to Administrative Agent legal opinions relating to the matters
described above, which opinions shall be in form and substance, and from
counsel, reasonably satisfactory to Administrative Agent.


 


(e)                                  Notwithstanding anything to the contrary in this Section 5.9,
clauses (a), (b), (c) and (d) of this Section 5.9 shall
not apply to any Property, new Subsidiary or new Excluded Foreign Subsidiary
created or acquired after the Closing Date, as applicable, as to which
Administrative Agent has determined in its sole discretion that the collateral
value thereof is insufficient to justify the difficulty, time and/or expense of
obtaining a perfected security interest therein.


 


5.10                        Use of Proceeds.  Use the proceeds of the Loans only for the
purposes specified in Section 2.5.


 


5.11                        ERISA Documents.  Deliver to Administrative Agent, promptly
upon Administrative Agent’s request, any or all of the following:  (i) a copy of each Plan (or, where any
such Plan is not in writing, a complete description thereof) and, if
applicable, related trust agreements or other funding instruments and all
amendments thereto, and all written interpretations thereof and written
descriptions thereof that have been distributed to employees or former
employees of Borrower or any of its Subsidiaries; (ii) the most recent
determination letter issued by the Internal Revenue Service with respect to
each Plan; (iii) for the three most recent plan years preceding
Administrative Agent’s request, Annual Reports on Form 5500 Series required
to be filed with any governmental agency for each Plan; (iv) a listing of
all Multiemployer Plans, with the aggregate amount of the most recent annual
contributions required to be made by Borrower or any Commonly-Controlled Entity
to each such Plan and copies of the collective bargaining agreements requiring
such contributions; (v) any information that has been provided to Borrower
or any Commonly-Controlled Entity regarding withdrawal liability under any
Multiemployer Plan; (vi) the aggregate amount of payments made under any
employee welfare benefit plan (as defined in Section 3(1) of ERISA)
to any retired employees of Borrower or any of its Subsidiaries (or any 


 


85

















 


dependents thereof) during the most recently completed Fiscal Year; and
(vii) documents reflecting any agreements between the PBGC and Borrower or
any Commonly-Controlled Entity with respect to any Plan.


 


5.12                        Unrestricted
Subsidiaries.  Ensure that
no Restricted Subsidiary is owned in whole or in part by an Unrestricted
Subsidiary.


 


5.13                        Interest
Rate Protection.  Not later
than 60 days after the Closing Date, Borrower shall enter into one or more
Hedge Agreements in form and substance reasonably satisfactory to
Administrative Agent,  to the extent
necessary to cause at least 40% of the aggregate principal amount of Borrower’s
long-term Funded Debt as of such date to be subject to either a fixed interest
rate or protection against fluctuations in interest rates for at least the
period through the third anniversary of the Closing Date.


 


5.14                        Maintenance of Rating.  Maintain a rating in respect of each of (i) the
credit facilities provided hereby and (ii) Borrower by S&P and by
Moody’s.


 


5.15                        Further Assurances.


 


From time to time execute and deliver, or cause to be
executed and delivered, such additional instruments, certificates or documents,
and take all such actions, as Administrative Agent may reasonably request, for
the purposes of implementing or effectuating the provisions of this Agreement
and the other Loan Documents, or of more fully perfecting or renewing the
rights of Administrative Agent and the Lenders with respect to the Collateral
(or with respect to any additions thereto or replacements or proceeds or
products thereof or with respect to any other property or assets hereafter
acquired by Borrower or any of its Restricted Subsidiaries that may be deemed
to be part of the Collateral), in each case, to the extent required pursuant to
Section 5.9 or the Security Documents.  Upon the exercise by any Agent or any Lender
of any power, right, privilege or remedy pursuant to this Agreement or the
other Loan Documents that requires any consent, approval, recording,
qualification or authorization of any Governmental Authority, Borrower will
execute and deliver, or will cause the execution and delivery of, all applications,
certifications, instruments and other documents and papers that such Agent or
Lender may be required to obtain from Borrower or any of its Subsidiaries for
such governmental consent, approval, recording, qualification or authorization.


 


5.16                        Post
Closing Matters.  Cause to be
delivered or performed the documents and other agreements set forth on Schedule
5.16 within the time frames specified therein.


 


SECTION 6.                        NEGATIVE COVENANTS


 


Borrower covenants and agrees that, so long as the Commitments remain
in effect, any Letter of Credit remains outstanding or any Loan or other amount
is owing to any Lender or any Agent hereunder, Borrower shall not, nor shall it
permit any of its Restricted Subsidiaries (and, with respect to Section 6.2,
Unrestricted Subsidiaries) to, directly or indirectly:


 


6.1                               Financial Covenants.


 


(a)                                  Maximum Consolidated Adjusted Leverage Ratio.  Permit the Consolidated
Adjusted Leverage Ratio as at the last day of any period of four consecutive
Fiscal Quarters to exceed a ratio of 6.00:1.00.


 


86

















 


(b)                                 Maximum Consolidated Leverage Ratio.  Permit the
Consolidated Leverage Ratio as at the last day of any period of four
consecutive Fiscal Quarters to exceed a ratio of 4.00:1.00.


 


(c)                                  Minimum Consolidated Adjusted Interest Coverage Ratio.  Permit the
Consolidated Adjusted Interest Coverage Ratio as at the last day of any period
of four consecutive Fiscal Quarters to be less than 1.50:1.00.


 


6.2                               Indebtedness.  Directly or indirectly create, incur, assume,
guarantee, or suffer to exist any Indebtedness, except:


 


(a)                                  the Obligations;


 


(b)                                 unsecured Indebtedness of any Subsidiary Guarantor to
Borrower or to any other Subsidiary Guarantor; provided
that, (i) all such Indebtedness shall be evidenced by one or more
Intercompany Notes, each of which shall be subject to a First Priority Lien in
favor of and pledged to Administrative Agent, as Collateral for the Obligations
pursuant to the Guaranty and Collateral Agreement, (ii) all such
Indebtedness shall be unsecured and subordinated in right of payment to the
payment in full of the Obligations pursuant to the terms of the applicable Intercompany
Note, and (iii) any payment by any such Guarantor under any guaranty of
the Obligations shall result in a pro tanto reduction
of the amount of any Indebtedness owed by such Subsidiary to Borrower or to any
of its Subsidiaries for whose benefit such payment is made;


 


(c)                                  Indebtedness of Borrower and its Restricted Subsidiaries
constituting Purchase Money Indebtedness, Capital Lease Obligations or EITF
97-10 Capital Lease Obligations in an aggregate principal amount at any time
outstanding not to exceed $100,000,000, including any refinancing of such
Purchase Money Indebtedness, Capital Lease Obligations or EITF 97-10 Capital
Lease Obligations, provided that,
in connection with such refinancing, the principal amount thereof shall not
exceed the principal amount of the Indebtedness so refinanced, plus accrued and unpaid interest thereon
and fees owing thereon, plus fees
and expenses relating to such refinancing, and the refinancing Indebtedness
shall have a later maturity date and a longer Weighted-Average Life to Maturity
than the Indebtedness so refinanced;


 


(d)                                 Indebtedness of Borrower or any of its Restricted
Subsidiaries (i) listed on Schedule 6.2(d) on the Closing
Date, (ii) constituting secured or unsecured Acquired Indebtedness, so
long as (w) except as permitted under Section 6.2(e), no
Persons (other than Persons acquired by Borrower or its Restricted Subsidiaries
or contributed to Borrower or its Restricted Subsidiaries in connection with a
Permitted Acquisition, or newly formed Persons by Borrower or any Guarantor for
the purpose of consummating a Permitted Acquisition (and which newly formed
Persons have no other assets other than those acquired in connection with such
Permitted Acquisition)) shall be obligated to or liable for such Acquired
Indebtedness, and no Liens shall secure such Acquired Indebtedness except for
Liens created prior to such Permitted Acquisition or capital contribution and
not in contemplation thereof, on assets of the Persons so acquired or
contributed, (x) such Acquired Indebtedness was not created in connection
with or in contemplation of the relevant Permitted Acquisition or capital
contribution (except to the extent such Acquired Indebtedness refinanced other
Indebtedness to facilitate the acquired entity becoming a Restricted Subsidiary
as required under Section 5.9), (y) the terms of such Acquired
Indebtedness do not conflict with the terms of, or cause a Default under, this
Agreement or any of the other Loan Documents, and (z) after giving effect
to the incurrence of such Acquired Indebtedness and the consummation of the
associated Permitted Acquisition, Borrower and its Subsidiaries shall be in pro forma compliance with the provisions
of Sections 5 and 6 and (iii) constituting refinancings 


 


87

















 


of Indebtedness permitted pursuant to this Section 6.2(d) (provided that, (w) refinancing Indebtedness
under this Section 6.2(d) shall not be secured by assets that
did not secure the Indebtedness so refinanced and shall not constitute
obligations of Persons other than the Persons obligated on the Indebtedness so
refinanced, (x) refinancing Indebtedness under this clause (d) shall
have a later maturity date and a longer Weighted-Average Life to Maturity than
the Indebtedness so refinanced, (y) the principal amount of such
refinancing Indebtedness shall not exceed the principal amount of the
Indebtedness so refinanced, plus
accrued and unpaid interest and fees owing thereon, plus fees and expenses relating to such refinancing
(including original issue discount and any tender fees or redemption premiums
required to be paid thereon), and (z) such refinancing Indebtedness shall
not cause any conflict with the terms of, or any Default under, this Agreement
or any of the other Loan Documents);


 


(e)                                  unsecured Contingent Obligations made in the ordinary course
of business by Borrower or any Guarantor of obligations of Borrower or any
Guarantor; provided that, in the
case of Contingent Obligations with respect to obligations referenced in Section 6.2(d),
such Contingent Obligations are limited to customary and usual exceptions to
non-recourse obligations in non-recourse financings, including liabilities for (x) fraud,
waste, material misrepresentation or willful misconduct, (y) indemnification
with respect to any Hazardous Materials Activity, or (z) other similar
matters relating to intentional misconduct or bad acts;


 


(f)                                    (i) secured Indebtedness of Borrower and its Restricted
Subsidiaries incurred (x) to make or finance Permitted Acquisitions and
Capital Expenditures with respect to the assets acquired in any such Permitted
Acquisition, to the extent that such Capital Expenditures are identified and
reasonably satisfactory to Administrative Agent at the time of the incurrence
of such Indebtedness, and are reasonably expected to be completed within 365
days following the consummation of such Permitted Acquisition, and (y) to
pay related fees and expenses (including original issue discount), and (ii) secured
Contingent Obligations of Borrower and any Guarantor in respect of such Indebtedness
(collectively, “Permitted Secured
Indebtedness”); provided
that, (A) such Indebtedness is created under this Agreement on terms to be
agreed on by Borrower, Administrative Agent and the lenders under such
Permitted Secured Indebtedness, and (B) immediately after giving effect to
the incurrence of such Indebtedness and the consummation of the associated
Permitted Acquisition, (I) Borrower and its Restricted Subsidiaries shall
be in pro forma compliance with
the provisions of Sections 5 and 6, (II) the aggregate
unused amount of Revolving Commitments then in effect plus unrestricted and unencumbered Cash
and Cash Equivalents (provided that,
Cash and Cash Equivalents subject to Liens granted under the Security Documents
shall not be deemed to be restricted or encumbered as a result thereof) held by
Borrower and its Restricted Subsidiaries in excess of $30,000,000 shall be not
less than $50,000,000, (III) any such Indebtedness constituting Term Loan
Exposure shall not have a scheduled final maturity prior to the Final Maturity
Date and shall have a Weighted-Average Life to Maturity equal to or longer than
each tranche of Term Loans then in effect, and (IV) any such Indebtedness
constituting Revolving Loan Exposure shall not amortize and shall have a scheduled
final maturity no earlier than the Revolving Commitment Termination Date.  Such Permitted Secured Indebtedness may
constitute additional Term Loan Exposure and/or Revolving Loan Exposure, and
may be implemented and conforming amendments made to this Agreement and other
Loan Documents to reflect its implementation and the terms thereof without the
consent of any Lender, as provided in Section 9.5(e); provided that, the aggregate amount of
Permitted Secured Indebtedness and Permitted Secured Refinancing that may be
outstanding as Revolving Loan Exposure shall not exceed $50,000,000;


 


(g)                                 Indebtedness of any Unrestricted Subsidiary consisting
entirely of Non-Recourse Debt of up to $500,000,000 in the aggregate for all
Unrestricted Subsidiaries (exclusive 


 


88

















 


of any such Indebtedness incurred pursuant to an NCM
Financing Transaction); provided
that, if any such Indebtedness ceases to be Non-Recourse Debt of such
Unrestricted Subsidiary, such event shall be deemed to constitute an incurrence
of Indebtedness by a Restricted Subsidiary that was not permitted by this Section 6.2(g);


 


(h)                                 Contingent Obligations of (x) Unrestricted Subsidiaries
in respect of the obligations of other Unrestricted Subsidiaries not otherwise
prohibited hereunder, and (y) Restricted Subsidiaries that are not
Guarantors in respect of the obligations of other Restricted Subsidiaries that
are not Guarantors;


 


(i)                                     (i) unsecured
Indebtedness of Borrower and its Restricted Subsidiaries incurred (x) to
make or finance Permitted Acquisitions, and Capital Expenditures with respect
to the assets acquired in such Permitted Acquisitions, to the extent that such
Capital Expenditures are identified and reasonably satisfactory to
Administrative Agent at the time of the incurrence of such Indebtedness, and
are reasonably expected to be completed within 365 days following the
consummation of such Permitted Acquisitions, and (y) to pay related fees
and expenses (including original issue discount), (ii) unsecured
Contingent Obligations of Borrower and any Guarantor in respect of such
Indebtedness  and (iii) any
refinancings of Indebtedness referred to in this Section 6.2(i) (collectively
(including such refinancings), “Permitted
Subordinated Indebtedness”); provided
that, (A) such Permitted Subordinated Indebtedness (1) is
subordinated to the Obligations pursuant to terms satisfactory to
Administrative Agent, and is otherwise on such terms that are reasonably
satisfactory to Administrative Agent, and (2) has a scheduled final maturity
at least six months after the Final Maturity Date in effect when such Permitted
Subordinated Indebtedness is incurred, and (B) after giving effect to the
incurrence of such Permitted Subordinated Indebtedness and the consummation of
any associated Permitted Acquisitions, Borrower and its Restricted Subsidiaries
shall be in pro forma compliance
with the provisions of Sections 5 and 6; provided further that, any refinancing
permitted by Section 6.2(i)(iii) shall be (x) for a
principal amount not to exceed the sum of (I) the principal amount of the
Indebtedness so refinanced (or if issued with the original-issue discount, the
accreted value thereof at the time of such refinancing), (II) accrued and
unpaid interest, fees and expenses owing with respect thereto, (III) tender
fees or redemption premiums required to be paid thereon, and (IV) fees and
expenses (including original issue discount) relating to such refinancing;


 


(j)                                     (i) secured Indebtedness of Borrower and its Restricted
Subsidiaries incurred to refinance the Obligations under the Loan Documents
(and pay related fees and expenses in connection with the refinancing, and
accrued and unpaid interest, fees and expenses on the Obligations) and (ii) secured
Contingent Obligations of Borrower and any Guarantor in respect of such Indebtedness
(collectively, “Permitted Secured Refinancing”);
provided that, (A) such
Permitted Secured Refinancing is created under this Agreement on terms to be
agreed on by Borrower, Administrative Agent and the lenders under such
Permitted Secured Refinancing, (B) after giving effect to such Permitted
Secured Refinancing and the application of the proceeds thereof, Borrower and
its Restricted Subsidiaries shall be in pro
forma compliance with the provisions of Sections 5 and 6,
(C) the principal amount thereof does not exceed the sum of the principal
amount of the Indebtedness being so refinanced, accrued and unpaid interest and
fees owing with respect thereto, and fees and expenses relating to such
Permitted Secured Refinancing (including original issue discount), (D) the
Net Cash Proceeds of such Permitted Secured Refinancing shall be applied to
prepay Loans and, if applicable, permanently reduce Commitments in accordance
with the requirements applicable thereto as set forth in Sections 2.13
and 2.14, (E) any such Permitted Secured Refinancing constituting
Term Loan Exposure does not have a scheduled final maturity prior to the Final
Maturity Date and shall have a Weighted-Average Life to Maturity equal to or longer
than each tranche of Term Loans then in effect and (F) any such Permitted
Secured 


 


89

















 


Refinancing constituting Revolving Loan Exposure shall not
amortize and shall have a scheduled final maturity no earlier than the
Revolving Commitment Termination Date. 
Such Permitted Secured Refinancing may constitute additional Term Loans
and/or Revolving Loan Exposure, and may be implemented and conforming
amendments made to this Agreement and other Loan Documents to reflect its
implementation and the terms thereof without the consent of any Lender as
provided in Section 9.5(e); provided
that, the aggregate amount of Permitted Secured Refinancing and Permitted
Secured Indebtedness that may be outstanding as Revolving Loan Exposure, shall
not exceed $50,000,000;


 


(k)                                  (i) subordinated Indebtedness of Borrower and its
Restricted Subsidiaries incurred to refinance the Obligations under the Loan
Documents, (ii) subordinated Contingent Obligations of Borrower and any
Guarantor in respect of such Indebtedness, and (iii) any refinancing of
such Indebtedness referred to in this Section 6.2(k) or Section 6.2(l) below
(collectively, “Permitted Subordinated
Refinancing”); provided
that, (A) such Permitted Subordinated Refinancing shall be subordinated to
the Obligations of Borrower and Guarantors pursuant to terms satisfactory to
Administrative Agent, and is otherwise on such terms that are reasonably
satisfactory to Administrative Agent, (B) such Permitted Subordinated
Refinancing has a scheduled final maturity at least six months after the Final
Maturity Date in effect when such Permitted Subordinated Refinancing is
incurred, (C) after giving effect to the incurrence of such Permitted
Subordinated Refinancing and the application thereof, Borrower and its
Restricted Subsidiaries shall be in pro
forma compliance with the provisions of Sections 5 and 6,
(D) the principal amount thereof does not exceed the sum of (1) the
principal amount of the Indebtedness being so refinanced (or if issued with
original issue discount, the accreted value thereof at the time of such
refinancing), (2) accrued and unpaid interest, fees and expenses owing
with respect thereto, (3) any tender fees or redemption premiums required
to be paid thereon, and (4) fees and expenses relating to such Permitted
Subordinated Refinancing (including original issue discount), and (E) the
Net Cash Proceeds of such Permitted Subordinated Refinancing shall be applied
to prepay Loans and, if applicable, permanently reduce Commitments in
accordance with the requirements applicable thereto as set forth in Sections
2.13 and 2.14 (except that with respect any refinancing pursuant to
clause (iii) of this Section 6.2(k), the proceeds thereof shall be
applied to repay or refinance Indebtedness incurred under this Section 6.2(k) or
Section 6.2(l));


 


(l)                                     (i) unsecured senior Indebtedness of Borrower and its
Restricted Subsidiaries incurred to refinance the Obligations under the Loan
Documents, (ii) unsecured senior Contingent Obligations of Borrower and
any Guarantor in respect of such Indebtedness and (iii) any unsecured
refinancing of such Indebtedness referred to in this Section 6.2(l) (collectively,
“Permitted Senior Refinancing”); provided that, (A) such Permitted
Senior Refinancing shall be on terms reasonably satisfactory to Administrative
Agent, (B) such Permitted Senior Refinancing has a scheduled final maturity
at least six months after the Final Maturity Date in effect when such Permitted
Senior Refinancing is incurred, (C) after giving effect to the incurrence
of such Permitted Senior Refinancing and the application thereof, Borrower and
its Restricted Subsidiaries shall be in pro
forma compliance with the provisions of Sections 5 and 6,
(D) the principal amount thereof does not exceed the sum of the principal
amount of the Indebtedness being so refinanced, accrued and unpaid interest and
fees owing with respect thereto, any tender fees or redemption premiums
required to be paid thereon, and fees and expenses relating to such Permitted
Senior Refinancing (including original issue discount), and (E) the Net
Cash Proceeds of such Permitted Senior Refinancing shall be applied to prepay
Loans, and, if applicable, permanently reduce Commitments in accordance with
the requirements applicable thereto as set forth in Sections 2.13 and 2.14
(except that with respect any refinancing pursuant to clause (iii) of this
Section 6.2(l), the proceeds thereof shall be applied to repay or
refinance Indebtedness referred to in this Section 6.2(l)) (for the
avoidance of doubt, it is understood and agreed that the Indebtedness 


 


90

















 


incurred under the Senior Notes prior to the Closing Date
constitutes Indebtedness incurred pursuant to this clause (l) and may be
refinanced in accordance with this clause (l));


 


(m)                               unsecured Indebtedness of a Foreign Subsidiary owed to
another Foreign Subsidiary;


 


(n)                                 (i) unsecured senior Indebtedness or subordinated
Indebtedness of Borrower and its Restricted Subsidiaries, in an aggregate
principal amount not to exceed $260,000,000 (and unsecured guarantees by Loan
Parties in respect thereof) and (ii) any unsecured refinancing of such
unsecured senior Indebtedness or subordinated Indebtedness (and such
guarantees); provided that, (A) any such Indebtedness and any such
refinancing shall be on the terms applicable under the Senior Notes Indenture
(other than pricing terms) or otherwise on terms reasonably satisfactory to
Administrative Agent, (B) any such Indebtedness and any such refinancing
has a scheduled final maturity at least six months after the Final Maturity
Date in effect when such Indebtedness is incurred and, in the case of a
refinancing, no earlier than the maturity date of the Indebtedness so
refinanced (and no such Indebtedness has amortization or mandatory redemption
or prepayment provisions which are applicable prior to the date which is six
months after the Final Maturity Date, other than as provided in the Senior
Notes Indenture or other customary asset sale and change of control
provisions), (C) after giving effect to the incurrence of any such
Indebtedness and the application thereof, Borrower and its Restricted Subsidiaries
shall be in pro forma compliance with the provisions of Sections 5 and 6,
(D) in the case of a refinancing pursuant to clause (ii) of this Section 6.2(n),
the principal amount of the Indebtedness incurred in connection with any such
refinancing does not exceed the sum of the principal amount of the Indebtedness
being so refinanced, accrued and unpaid interest and fees owing with respect
thereto, any tender fees or redemption premiums required to be paid thereon,
and fees and expenses relating to such refinancing (including original issue
discount) and (E) no Subsidiary of the Borrower shall be an obligor with
respect to such Indebtedness unless such Subsidiary is also a Loan Party; and


 


(o)                                 additional Indebtedness of Borrower and its Subsidiaries in
an aggregate principal amount (for Indebtedness of Borrower and all
Subsidiaries) not to exceed $10,000,000 at any time outstanding.


 


6.3                               Liens.  Create, incur, assume or permit to exist any
Lien on any of its Property, whether now owned or hereafter acquired, or any
income or profits therefrom, except for:


 


(a)                                  Liens for taxes not yet due (or, in the case of real property
taxes and assessments, not yet delinquent) or that are being contested in good
faith by appropriate proceedings; provided
that, adequate reserves with respect thereto are maintained on the books of the
applicable Loan Party, as the case may be, in conformity with GAAP;


 


(b)                                 carriers’, warehousemen’s, mechanics’, materialmen’s,
repairmen’s or other like Liens arising in the ordinary course of business that
are not overdue for a period of more than 30 days or that are being contested
in good faith by appropriate proceedings; provided
that, adequate reserves with respect thereto are maintained on the books of the
applicable Loan Party, as the case may be, in conformity with GAAP;


 


(c)                                  pledges or deposits in connection with workers’ compensation,
unemployment insurance and other social security legislation;


 


91

















 


(d)                                 deposits by or on behalf of any Restricted Subsidiary to
secure the performance of bids, trade contracts (other than for 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, restrictions and other similar
encumbrances incurred in the ordinary course of business that, in the
aggregate, are not substantial in amount and that do not in any case materially
interfere with the ordinary conduct of the business of Borrower or any of its
Restricted Subsidiaries;


 


(f)                                    Liens listed on Schedule 6.3(f) in existence on
the Closing Date and securing Indebtedness permitted by Section 6.2(d) or
securing any Acquired Indebtedness (or refinancing thereof) permitted under Section 6.2(d)(ii) or
6.2(d)(iv); provided that,
no such Lien is expanded (x) after the  Closing Date
(with respect to Liens listed on Schedule 6.3(f)), or (y) after the
date of assumption of such Indebtedness (with respect to Liens securing
Acquired Indebtedness or refinancing thereof) to cover any additional Property
not covered immediately prior to such date (or the date of such assumption) and
that the amount of Indebtedness secured thereby is not increased, except as
permitted in Section 6.2(d)(iii);


 


(g)                                 Liens securing Indebtedness of Borrower or any Restricted
Subsidiary incurred pursuant to Section 6.2(c); provided that, (i) such Liens shall
be created substantially concurrently with the incurrence of such Indebtedness,
(ii) such Liens do not at any time encumber any Property other than the
Property financed by such Indebtedness (or the Indebtedness being refinanced
pursuant to Section 6.2(c)), and (iii) the amount of
Indebtedness secured thereby (in the case of a refinancing) is not increased, except
as permitted in Section 6.2(c);


 


(h)                                 Liens created pursuant to the Loan Documents securing the
Obligations;


 


(i)                                     any (x) interest or title of a lessor under any lease of
real property entered into by Borrower or any of its Restricted Subsidiaries in
the ordinary course of its business and covering only the assets so leased or
Liens (not material in the aggregate) in favor of a lessor created by statute
or by the terms of a lease limited to furniture, fixtures and equipment located
at the leased property, and (y) interests or rights of a creditor of a
landlord pursuant to a subordination or other similar agreement entered into in
the ordinary course of business covering only the property subject to the terms
of such lease;


 


(j)                                     any Liens in the nature of rights of first refusal, purchase
options, call rights, redemption rights, and other restrictions on transfer (x) relating
to equity interests in any Person not constituting a Restricted Subsidiary or (y) that,
if exercised by the holder thereof would constitute a Disposition permitted
under the Loan Documents;


 


(k)                                  Liens with respect to transactions permitted under Section 6.11
on the property so leased;


 


(l)                                     to the extent constituting Liens, obligations under Capital
Lease Obligations and EITF 97-10 Capital Lease Obligations incurred pursuant to
Section 6.2(c) and obligations under the UA Pass-Through Trust
Documents; provided that, such
Liens do not at any time encumber any Property other than the Property financed
by such Indebtedness or obligations;


 


(m)                               the title exceptions disclosed in the title policies insuring
the Mortgages (or, in the context of a New Mortgage to be granted, the title
exceptions disclosed in a commitment 


 


92

















 


to issue a title policy insuring such New Mortgage that are
approved by Administrative Agent);


 


(n)                                 purported Liens evidenced by the filing of UCC financing
statements relating solely to (x) operating leases of personal property
entered into in the ordinary course of business or (y) other agreements
relating to video game machines and other personal property that is not owned
by the Borrower or any Restricted Subsidiary that are located on the premises
of the Borrower or of any Restricted Subsidiary;


 


(o)                                 Liens on cash or cash equivalents of the Loan Parties
securing obligations with respect to or in connection with any Defaulting
Lender’s Pro Rata Share of Letter-of-Credit Usage; and


 


(p)                                 Liens not otherwise permitted pursuant to this Section 6.3
securing obligations of Borrower or any Restricted Subsidiary in an aggregate
principal amount not to exceed $1,000,000 at any time outstanding.


 


6.4                               Limitation
on Fundamental Changes. 
Enter into any merger, consolidation or amalgamation, or liquidate, wind
up or dissolve itself (or suffer any liquidation or dissolution), or Dispose of
all or substantially all of its Property or business, except that:


 


(a)                                  any Restricted Subsidiary may be (i) merged or
consolidated with or into Borrower (provided
that, Borrower shall be the continuing or surviving corporation) or with or
into any Subsidiary Guarantor (provided
that, such Subsidiary Guarantor shall be the continuing or surviving
corporation), in each case so long as Borrower or such Wholly-Owned Subsidiary
Guarantor would be deemed Solvent as a result of such merger or consolidation
or (ii) dissolved (provided that,
such Restricted Subsidiary owns substantially no assets and conducts
substantially no business activities at such time;


 


(b)                                 any Restricted Subsidiary may Dispose of any or all of its
assets (upon voluntary liquidation or otherwise) (i) to Borrower or any
Subsidiary Guarantor or (ii) to any other Person pursuant to a transaction
permitted by Section 6.5;


 


(c)                                  Borrower may Dispose of assets (but not all or substantially
all of its assets) to any Subsidiary Guarantor;


 


(d)                                 any Foreign Subsidiary may liquidate, wind up or dissolve
itself (or suffer any liquidation or dissolution) or may be merged or
consolidated with or into, or may dispose of all or substantially all of its
assets to, any other Foreign Subsidiary;


 


(e)                                  any Restricted Subsidiary may merge or consolidate with
Persons acquired pursuant to a Permitted Acquisition; and


 


(f)                                    during the period that the UA Pass-Through Certificates
Restriction is in effect, any UA Subsidiary may be merged or consolidated with
or into, and may dispose of all or substantially all of its assets to,
Wholly-Owned Subsidiaries that are UA Subsidiaries.


 


6.5                               Limitation
on Disposition of Property.  Dispose of any Property (other than Cash or
Cash Equivalents) of Borrower or any of its Restricted Subsidiaries (including
receivables and leasehold interests), whether now owned or hereafter acquired,
including, in the case of 


 


93

















 


any Restricted Subsidiary, issuing or selling any shares of such
Restricted Subsidiary’s Capital Stock to any Person, except for, subject to
compliance with the requirements of Section 2.13(a):


 


(a)                                  the Disposition of obsolete or worn out property in the
ordinary course of business;


 


(b)                                 (i) leases, subleases and concessions of interests in
real and personal property, (ii) the sale of inventory and (iii) licenses
of intellectual property, in each case in the ordinary course of business;


 


(c)                                  Dispositions permitted by Section 6.4 (other than
Section 6.4(b)(ii));


 


(d)                                 the sale or issuance of (i) any Subsidiary’s Capital
Stock to Borrower or any Subsidiary Guarantor, (ii) any Foreign Subsidiary’s
Capital Stock to another Foreign Subsidiary, and (iii) during the period
that the UA Pass-Through Certificates Restriction is in effect, any UA
Subsidiary’s (other than a UA First-Tier Subsidiary) Capital Stock to another
UA Subsidiary;


 


(e)                                  Dispositions by Borrower or any of its Restricted
Subsidiaries of other assets having a fair market value not to exceed
$100,000,000 in the aggregate for any Fiscal Year (commencing on the Closing
Date, with respect to 2010 Fiscal Year);


 


(f)                                    any Recovery Event;


 


(g)                                 an exchange or “swap” of fixed, tangible assets of any
Restricted Subsidiary for the assets of a Person other than Borrower or its Restricted
Subsidiaries; provided that, (i) the
assets received by Borrower or such Restricted Subsidiary will be used or
useful in its respective Line of Business, and (ii) Borrower or such
Restricted Subsidiary receives reasonable equivalent value for such assets,
such equivalent value to be demonstrated to the reasonable satisfaction of
Administrative Agent (or, in the case of an exchange or “swap” with a
non-Affiliate of any Loan Party, as determined by the board of directors of the
applicable Restricted Subsidiary); provided
further that, the fair market value of all such assets exchanged or “swapped”
in any Fiscal Year (commencing on the Closing Date, with respect to the 2010
Fiscal Year) does not exceed $100,000,000 in any such period;


 


(h)                                 Dispositions permitted under Section 6.8(j), (m),
(q) or 6.11 with consideration payable in other than Cash or
Cash Equivalents being determined according to the fair market value
thereof.  For purposes of this Section 6.5(h) the
fair market value of any disposed assets other than Cash or Cash Equivalents (i) shall,
if such fair market value is less than $25,000,000, be as determined by the
board of directors of Borrower, and (ii) shall, if such fair market value
is $25,000,000 or more, be determined according to an opinion or valuation with
respect to the fair market value of such assets from an independent investment
banking firm, appraisal or valuation firm, in each case of national reputation
in the United States, which opinion shall have been obtained and delivered to
Administrative Agent not later than 30 days after the consummation of such
disposition; provided, however, that
in the case of any (A) assets disposed of within 30 days following the
acquisition of such assets by Borrower or its Restricted Subsidiaries from a
third party that is not an Affiliate in an arm’s-length transaction or (B) securities
disposed that, at the time of disposition, are quoted on a national securities
exchange, the requirements of the immediately preceding clauses (i) and (ii) shall
not apply and the fair market value of the disposed assets shall be deemed, in
the case of clause (A), to be the amount paid for such assets by Borrower or
its Restricted Subsidiaries and in the case of clause (B), to be the amount


 


94
















 


determined according to the closing price of such securities
on the applicable exchange as of the date of disposition; and


 


(i)            Dispositions
of Excluded NCM Equity Interests.


 


6.6          Limitation on Restricted Payments.  Declare or pay any dividend (other than
dividends payable solely in Capital Stock that is not Disqualified Stock of the
Person making such dividend) on, or make any payment on account of, or set
apart assets for a sinking or other analogous fund for, the purchase,
redemption, defeasance, retirement or other acquisition of, any Capital Stock
of Borrower or any of its Restricted Subsidiaries, whether now or hereafter outstanding,
or make any other distribution in respect thereof, either directly or
indirectly, whether in cash or property or in obligations of Borrower or any of
its Restricted Subsidiaries, or enter into any derivatives or other transaction
with any financial institution, commodities or stock exchange or clearinghouse
(a “Derivatives Counterparty”)
obligating Borrower or any of its Restricted Subsidiaries to make payments to
such Derivatives Counterparty as a result of any change in market value of any
such Capital Stock (collectively, “Restricted
Payments”), except that the following Restricted Payments may be
made:


 


(a)           any
Restricted Payment, to the extent that such Restricted Payment would constitute
any dividend, distribution or other payment on or with respect to equity
interests of an issuer to the extent payable solely in shares of Capital Stock
of such issuer, other than Disqualified Stock;


 


(b)           the
purchase or acquisition of Capital Stock of a Guarantor;


 


(c)           Restricted
Payments, the proceeds of which Restricted Payments are used by the Parent
within 10 Business Days following the making thereof, for the redemption,
repurchase or acquisition or repayment of all or a portion of the Parent’s 6 1⁄4%
Convertible Senior Notes Due March 15, 2011;


 


(d)           any
Restricted Payment, to the extent that such Restricted Payment would constitute
any dividend, distribution or other payment to Borrower or to any of the Guarantors,
by Borrower or any of its Subsidiaries (and, in the case of any Restricted
Subsidiary that is not a Wholly-Owned Subsidiary, payments to any other equity
owner thereof made on or after the Closing Date in an aggregate amount not to
exceed $10,000,000 so long as the Borrower or the Restricted Subsidiary which
owns the equity interest in the Subsidiary making such Restricted Payment
receives at least its proportionate share thereof);


 


(e)           any
Restricted Payment if


 


(A)          the
value of such Restricted Payment, together with the aggregate value of all
other Restricted Payments made on or after the Fourth Restated Credit Agreement
Closing Date pursuant to this Section 6.6(e) (or Section 6.6(e) in
the Fourth Restated Credit Agreement and the Fifth Restated Credit Agreement),
does not exceed (I) the sum of (v) $100,000,000, (w) for the
period commencing on May 1, 2004, and ending on July 1, 2004, and for
each Fiscal Quarter of Borrower thereafter, the sum of 50% of the Consolidated
Excess Cash Flow of Borrower for each such period, in each case for which
financial statements have been delivered pursuant to Section 5.1(a) or
5.1(c) (of this Agreement or any Prior Credit Agreement) at the
time of such Restricted Payment, (x) 100% of the aggregate Net Cash
Proceeds received by Borrower as a capital contribution


 


95

















 


or from the
issuance or sale to Holdings of Capital Stock of Borrower (other than
Disqualified Stock), in each case, after the Fourth Restated Credit Agreement
Closing Date and on or prior to the time of such Restricted Payment (but only
to the extent such proceeds are not otherwise required to be applied to repay
Loans pursuant to Sections 2.13(b) and 2.14) (of this
Agreement or any Prior Credit Agreement), (y) the amount of NCM
Extraordinary Payments, and (z) the fair market value of assets (excluding
Foreign Subsidiaries, Unrestricted Subsidiaries and Foreign Assets) contributed
as a capital contribution to Borrower (provided
that, such assets are pledged as Collateral to Administrative Agent,
and in the case of any Subsidiary so contributed, such Subsidiary becomes a
Guarantor, in each case, to the extent required under Section 5.9
or under the Security Documents, within the applicable time periods set forth
therein), less (II) the sum
of (w) all taxes attributable to NCM Extraordinary Payments that have been
paid or are due and payable, (x) Investments made by Borrower or any of
its Subsidiaries pursuant to Section 6.8(j) (including direct
or indirect Investments in Foreign Subsidiaries or Foreign Assets pursuant to Section 6.8(f) to
the extent such Investments in Foreign Subsidiaries or Foreign Assets (measured
at the fair market value thereof at the time of such Investment) exceed the
then applicable Foreign Subsidiary Investment Basket), (y) prepayments,
repurchases, redemptions or defeasances of Indebtedness made pursuant to Section 6.9(a)(ii),
and (z) Capital Expenditures made pursuant to Section 6.7(b);
and


 


(B)           (x) at
the time of such Restricted Payment, no Default or Event of Default shall have
occurred and be continuing, and after giving effect to such Restricted Payment,
Borrower and its Restricted Subsidiaries shall be in pro forma compliance with the financial covenants in Section 6.1(a) and
(b) (provided that, for
purposes of determining compliance with this clause (B), each such financial
covenant shall be deemed to be 25 basis points more restrictive to Borrower and
its Restricted Subsidiaries), and (y) such Restricted Payment is made in
cash or Cash Equivalents.  For purposes
of this Section 6.6, the fair market value of any assets other than
cash contributed as a capital contribution to Borrower (i) shall, if such
fair market value is less than $25,000,000, be as determined by the board of
directors of Borrower, and (ii) shall, if such fair market value is
$25,000,000 or more, be determined according to an opinion or valuation with
respect to the fair market value of such assets from an independent investment
banking firm, appraisal or valuation firm, in each case of national reputation
in the United States, which opinion shall have been obtained and delivered to
Administrative Agent not later than 30 days after the consummation of such capital
contribution; provided, however, that
in the case of any (A) assets contributed within 30 days following the
acquisition of such assets by an Affiliate of Borrower from a third party that
is not an Affiliate in an arm’s-length transaction or (B) securities
contributed that, at the time of contribution, are quoted on a national
securities exchange, the requirements of the immediately preceding clauses (i) and
(ii) shall not apply and the fair market value of the contributed assets
shall be deemed, in the case of clause (A), to be the amount paid for such assets
by such Affiliate and in the case of clause (B), to be the amount determined
according to the closing price of such securities on the applicable exchange as
of the date of contribution;


 


(f)            any
payments to a Parent Entity, (1) to enable the Parent Entity to pay
federal, state, local or foreign tax liabilities relating to Borrower’s
operations, assets, or capital or 


 


96

















 


those of Borrower’s Domestic Subsidiaries (a “Tax Payment”), in an amount equal to the
lesser of (i) the amount of any tax liabilities that would otherwise be
payable by Borrower and Borrower’s Domestic Subsidiaries to the appropriate
taxing authorities to the extent that the Parent Entity has an obligation to pay
such tax liabilities relating to Borrower’s operations, assets, or capital or
those of Borrower’s Domestic Subsidiaries, and (ii) the amount determined
by assuming that Borrower is the parent company of an affiliated group or
similar foreign or state and local group, as the case may be (the “Borrower Affiliated Group”), filing a
consolidated federal income tax return or similar foreign or state and local
tax return, as the case may be, and that the Parent Entity and each such Domestic
Subsidiary is a member of the Borrower Affiliated Group, provided that, 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 Borrower; and (2) in
an aggregate amount not to exceed $1,000,000 per year 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; and


 


(g)           any
Restricted Payment, to the extent that such Restricted Payment would constitute
any dividend, distribution or other payment by (i) a Foreign Subsidiary to
another Foreign Subsidiary, or (ii) a UA Subsidiary to another UA
Subsidiary during the period that the UA Pass-Through Certificates Restriction
is in effect.


 


6.7          Limitation
on Capital Expenditures.  Make
or commit to make any Capital Expenditure in any Fiscal Year, except:  (a) Capital Expenditures of Borrower or
Restricted Subsidiaries of Borrower in the ordinary course of business not
exceeding an amount equal to Consolidated EBITDA of Borrower and its Restricted
Subsidiaries for the prior Fiscal Year multiplied by 0.35; provided that, (w) such amount shall
be increased with respect to any Restricted Subsidiary acquired, or any assets
acquired in a Permitted Acquisition, in each case in the then current Fiscal
Year, by an amount equal to (i) Consolidated EBITDA of such acquired
Restricted Subsidiary (calculated by reference to such acquired Restricted
Subsidiary and its Restricted Subsidiaries only) during the last fiscal year of
such Restricted Subsidiary for which audited financial statements are
available, or (ii) the Consolidated EBITDA that would have been
attributable to such acquired assets during the prior fiscal year (as
reasonably determined by Borrower and approved by Administrative Agent), in
each case, multiplied by 0.35, multiplied by a fraction, the numerator of which
is 365 minus the number of days
that elapsed in the then current Fiscal Year of Borrower prior to such
acquisition, and the denominator of which is 365, (x) the amount available
for Capital Expenditures in any Fiscal Year pursuant to this clause (a) and
unused in such Fiscal Year may be carried forward to the immediately following
Fiscal Year and may be used in such following Fiscal Year only (it being
understood that unused amounts under the Fifth Restated Credit Agreement with
respect to Fiscal Year 2009 may be carried forward to Fiscal Year 2010), (y) such
carried forward amount will be used first in such following Fiscal Year, prior
to using the amount otherwise available in such Fiscal Year pursuant to this
clause (a), and (z) the maximum amount available of Capital Expenditures
in any Fiscal Year that may be carried forward to the immediately following
Fiscal Year shall not exceed the amount available for Capital Expenditures in
such first Fiscal Year (without taking into account any amount carried over
from the previous Fiscal Year); and (b) Capital Expenditures
of Borrower and its Restricted Subsidiaries to the extent of any
Net Cash Proceeds received by Borrower as a capital contribution or from
issuances or sales to Holdings of Capital Stock of Borrower, in each case after
the Fourth Restated Credit Agreement Closing Date, to the extent that (x) such
Net Cash Proceeds are not required to be applied to repay Loans pursuant to Sections
2.13(b) and 2.14  (of this Agreement or any
Prior Credit Agreement), and (y) Borrower could make a Restricted
Payment of the same amount pursuant to Section 6.6(e) (it
being understood that any such Capital Expenditures shall, without duplication,
reduce dollar-for-dollar the amount available for Restricted Payments under 


 


97

















 


Section 6.6(e)).  Permitted Acquisitions made in accordance
with Section 6.8(f) shall not be deemed to be Capital
Expenditures for the purposes of this Section 6.7.


 


6.8          Limitation on Investments.  Make any advance, loan, extension of credit
(by way of guaranty or otherwise) or capital contribution to, or purchase or
otherwise acquire for value any Capital Stock, bonds, notes, debentures or
other debt securities of, or any assets constituting an ongoing business from,
or make any other investment in, any other Person (all of the foregoing, “Investments”), except:


 


(a)           extensions
of trade credit by Borrower or any of its Restricted Subsidiaries in the ordinary
course of business;


 


(b)           Investments
by Borrower or any of its Restricted Subsidiaries in Cash Equivalents;


 


(c)           Investments
arising in connection with the incurrence of Indebtedness permitted by Section 6.2(b);


 


(d)           loans
and advances to employees of Borrower or any of its Restricted Subsidiaries in
the ordinary course of business (including for travel, entertainment and
relocation expenses) in an aggregate amount not to exceed $2,000,000 at any one
time outstanding;


 


(e)           Investments
constituting Contingent Obligations permitted under Section 6.2;


 


(f)            acquisitions
by Borrower or any of its Restricted Subsidiaries of Persons or ongoing businesses
(including an operating theatre), whether pursuant to a capital contribution or
purchase (each a “Permitted Acquisition”);
provided that, (A) each such
Permitted Acquisition is of a Person or ongoing business in a Line of Business
in which the acquiror is permitted to engage pursuant to Section 6.15;
(B) (i) any Person so acquired becomes a Restricted Subsidiary and a
Guarantor under the Guaranty and Collateral Agreement and the other
requirements of Section 5.9 and the Security Documents are
satisfied within the applicable time periods set forth therein (other than
Foreign Subsidiaries to the extent that (x) the fair market value of all
such Foreign Subsidiaries acquired pursuant to a Permitted Acquisition
(determined at the time of acquisition) is less than the Foreign Subsidiary
Investment Basket, plus the
amount available for Investments under Section 6.8(j), or (y) such
Foreign Subsidiaries are acquired pursuant to a capital contribution for no
consideration), and (ii) any assets so acquired are pledged under the Guaranty
and Collateral Agreement and the other Security Documents, within the time
periods set forth in, and to the extent required under, the Loan Documents (provided that, any Foreign Assets shall
only be permitted to be acquired pursuant to this Section 6.8(f) to
the extent that (x) the fair market value of such assets (determined at
the time of acquisition) is less than the Foreign Subsidiary Investment Basket plus the amount available for Investments
under Section 6.8(j), or (y) such Foreign Assets are acquired
pursuant to a capital contribution for no consideration); and (C) after
giving effect to each such Permitted Acquisition, Borrower and its Restricted
Subsidiaries shall be in pro forma
compliance with the covenants and agreements set forth in this Agreement.  Foreign Subsidiaries or Foreign Assets,
directly or indirectly acquired in connection with a Permitted Acquisition
(except pursuant to a capital contribution), will first, reduce the Foreign Subsidiary Investment Basket and second, to the extent that the Foreign
Subsidiary Investment Basket is reduced to zero, reduce the amount available
for Investments under Section 6.8(j) and the amount available
for Restricted Payments under Section 6.6(e) (in each case, according
to the fair market value of such Foreign Subsidiaries or Foreign Assets at the
time of such Permitted Acquisition).


 


98

















 


The fair market value of any Foreign Subsidiaries or Foreign
Assets acquired in a Permitted Acquisition shall (i) if such fair market
value is less than $25,000,000, be as determined by the board of directors of
Borrower, and (ii) if such fair market value is $25,000,000 or more, be
determined according to an opinion or valuation with respect to the fair market
value of such Foreign Subsidiaries from an independent investment banking,
appraisal or valuation firm, in each case of national reputation in the United
States, which opinion shall have been obtained and delivered to Administrative
Agent within 30 days of the consummation of such Permitted Acquisition.  In connection with any Permitted Acquisition,
Borrower may, with the prior written consent of Administrative Agent (such
consent not to be unreasonably withheld) and, without the consent of any other
Lender, (i) supplement the Schedules to this Agreement and the Guaranty
and Collateral Agreement to reflect the assets and liabilities acquired
pursuant to such Permitted Acquisition, and (ii) specify additional
qualifications to the representations and warranties contained in this
Agreement and the Guaranty and Collateral Agreement that cannot be implemented
through such update of schedules; it being understood that such supplement and
additional qualifications shall apply each time that the representations and
warranties in this Agreement or the other Loan Documents are made or deemed
made by a Loan Party on or after the date of the Permitted Acquisition;


 


(g)           Investments
(other than those relating to the incurrence of Indebtedness permitted by Section 6.8(c))
by Borrower or its respective Restricted Subsidiaries in any Person that, prior
to such Investment, is a Guarantor and Investments by any Restricted Subsidiary
in Borrower;


 


(h)           Investments
(other than with respect to Foreign Subsidiaries or Foreign Assets) held by
Persons acquired pursuant to a Permitted Acquisition, to the extent that the
fair market value thereof (if such fair market value exceeds $25,000,000, then
such fair market value to be determined as provided with respect to Foreign Subsidiaries
in Section 6.8(f)) at the time of such Permitted Acquisition is
less than 5% of the consideration paid (including assumed liabilities) by
Borrower and its Restricted Subsidiaries in connection with such Permitted
Acquisition;


 


(i)            Investments
by Borrower or any of its Restricted Subsidiaries in an amount not to exceed an
amount necessary to (i) purchase all outstanding UA Pass-Through Certificates
or repay the full outstanding principal amount, accrued interest and any
penalty or premium on the UA Pass-Through Certificates, and (ii) purchase
the equity interest in the trust that is the issuer of such UA Pass-Through
Certificates; provided that, (A) each
UA Subsidiary simultaneously becomes (x) a Restricted Subsidiary of
Borrower or of any of its Restricted Subsidiaries, and (y) a Guarantor and
(B) the other applicable requirements of Section 5.9 are
satisfied within the applicable time periods set forth therein;


 


(j)            Investments
by Borrower or any of its Restricted Subsidiaries, in each case, to the extent
that Borrower could make a Restricted Payment of the same amount pursuant to Section 6.6(e) (it
being understood that any such Investment shall, without duplication, reduce
dollar-for-dollar the amount available for Restricted Payments under Section 6.6(e));


 


(k)           the
creation of new Subsidiaries with nominal capitalization, subject to all of the
other provisions of this Agreement;


 


(l)            Investments
made as a result of the receipt of non-Cash consideration from any Disposition
made in accordance with Section 6.5; provided that, in no event shall such non-Cash consideration
constitute more than 25% of the total consideration received in connection with
such Disposition;


 


99

















 


(m)          Investments
by Borrower or its Restricted Subsidiaries in Foreign Subsidiaries in an
aggregate amount outstanding (measured at the time each such Investment is made
based on the amount of each such Investment and without giving effect to
changes in the value thereof) not to exceed the Foreign Subsidiary Investment
Basket then in effect;


 


(n)           Investments
by a Foreign Subsidiary in another Foreign Subsidiary;


 


(o)           Investments
during the period that the UA Pass-Through Certificates Restriction is in
effect by a UA Subsidiary in another UA Subsidiary;


 


(p)           Investments
as a result of the receipt of non-cash consideration in the settlement of any
litigation or claims; and


 


(q)           Investments
in (i) any Joint Ventures (or any subsidiary of a Joint Venture) (x) in
which the business of such Joint Venture (or such subsidiary) is a business
which would be a Line of Business permitted for the Borrower under Section 6.15
and (y) which is a corporation, limited partnership, limited liability
company or other similar limited liability entity and (ii) Subsidiaries
that are not Guarantors; provided that the aggregate amount of
Investments made under this Section 6.8(q) shall not
exceed  $100,000,000 at any time outstanding
(with any non-cash Investments being valued at the fair market value thereof at
the time of such investment), net of cash returns on any such Investments to
the Borrower and its Restricted Subsidiaries constituting a repayment of such
Investment or a return of capital on such Investment.


 


6.9          Limitation on Optional Payments and
Modifications of Indebtedness and Organizational Documents.  (a) Make or offer to make any optional
or voluntary payment, prepayment, repurchase or redemption of, or otherwise
voluntarily or optionally defease, any Indebtedness, or segregate funds for any
such payment, prepayment, repurchase, redemption or defeasance, or enter into
any derivative or other transaction with any Derivatives Counterparty obligating
Borrower or any of its Subsidiaries to make payments to such Derivatives
Counterparty as a result of any change in market value of such Indebtedness
(which shall not include Hedge Agreements for purposes of this Section 6.9),
other than (i) the prepayment, repurchase, redemption or defeasance of
Indebtedness (including any offer related thereto) incurred hereunder or under Section 6.2(b),
6.2(c), 6.2(d), 6.2(m) and 6.2(o), (ii) the
prepayment, repurchase, redemption or defeasance (including any offer related
thereto) of Indebtedness to the extent Borrower could make a Restricted Payment
of the same amount pursuant to Section 6.6(e) (it being
understood that any such payment shall, without duplication, reduce dollar-for-dollar
the amount available for Restricted Payments under Section 6.6(e)),
(iii) offers to make any voluntary payment, prepayment, repurchase, redemption
or defeasance that are conditioned upon approval of the Requisite Lenders or
the Discharge of the Obligations, and (iv) refinancings (including
pursuant to prepayment, repurchase, redemption or defeasance) of Indebtedness
permitted pursuant to Sections 6.2(i), 6.2(k),  6.2(l) and
6.2(n); (b) without the prior consent of the Administrative Agent,
amend, modify or otherwise change, or consent or agree to any amendment,
modification, waiver or other change to, any of the terms (including the
subordination terms) of any Indebtedness incurred under Sections 6.2(i),
6.2(k),  6.2(l) and 6.2(n) (other than any such
amendment, modification, waiver or other change that (i) is no less
favorable to Borrower, its Restricted Subsidiaries and the Secured Parties than
the provision so amended, modified or waived in any material respect, or (ii) (x) would
extend the maturity or reduce the amount of any payment of principal thereof,
reduce the rate or extend the date for payment of interest thereon or provide
for the addition of guarantors as permitted under this Agreement and (y) does
not involve the payment of a consent fee); (c) take any action to
designate any Indebtedness (other than the Obligations, the Senior Notes and
Indebtedness permitted under Sections 6.2(1) and, to the extent
constituting Senior Indebtedness 


 


100

















 


which is not subordinated, 6.2(n)) as “Designated Senior
Indebtedness” (or any similar term referring to specifically enumerated Indebtedness
entitled to block payments in respect of Permitted Subordinated Indebtedness or
Permitted Subordinated Refinancing) for the purposes of any documents relating
to Permitted Subordinated Indebtedness or Permitted Subordinated Refinancing;
or (d) without the consent of Administrative Agent (not to be unreasonably
withheld or delayed), amend or permit the amendment of its Organizational Documents
in any manner that could reasonably be expected to be adverse to the Lenders in
any material respect; provided
that, this clause (d) shall not prohibit the consummation of any
transaction permitted by Section 6.4.


 


6.10        Limitations
on Transactions with Affiliates.  Enter into any transaction, including any
purchase, sale, lease or exchange of Property, the rendering of any service or
the payment of any management, advisory or similar fees, with any Affiliate
(other than Borrower or any Guarantor) unless such transaction is (a) otherwise
permitted under this Agreement, (b) in the ordinary course of business of
Borrower or such Restricted Subsidiary, as the case may be (it being understood
that Permitted Acquisitions shall be deemed to be in the ordinary course of business),
and (c) on fair and reasonable terms no less favorable to Borrower or such
Restricted Subsidiary, as the case may be, than it would obtain in a comparable
arm’s length transaction with a Person that is not an Affiliate.  Notwithstanding the foregoing, this Section 6.10
shall not prevent (x) Borrower or its Restricted Subsidiaries from (i) making
Restricted Payments permitted under Section 6.6, or (ii) making
Investments permitted by Sections 6.8(g), 6.8(i), 6.8(j) (with
respect to Foreign Subsidiaries or Subsidiaries that are not Guarantors), 6.8(m),
or 6.8(o), or (y) the issuance of Capital Stock by Borrower to Holdings.


 


6.11        Limitation
on Sales and Leasebacks. 
Enter into any arrangement with any Person pursuant to which (i) any
of Borrower or its Restricted Subsidiaries sells or transfers Property, and (ii) any
of Borrower or its Restricted Subsidiaries leases such sold or transferred Property
from the Person to whom such Property was sold or transferred or from any other
Person that has advanced funds on the security of such Property or rental
obligations of such Loan Party, except for (x) the first $100,000,000 (in
sale price) of such transactions consummated during the term of this Agreement
and (y) the sale or transfer of Digital Cinema Equipment of the Borrower
or any Restricted Subsidiary to any DCIP Entity as part of a sale and leaseback
transaction with the DCIP Entities for such equipment, in which the Borrower or
a Restricted Subsidiary is the lessee, in connection with the implementation,
maintenance and support of digital cinema in theaters of the Borrower and its
Restricted Subsidiaries (each such transaction described in the foregoing
clause (y), a “DCIP Sale and Leaseback
Transaction”).


 


6.12        Limitation
on Changes in Fiscal Periods.  Change the Fiscal Year or method of determining
Fiscal Quarters, in each case, without the prior written consent of Administrative
Agent, except that Borrower may change its Fiscal Year to a Fiscal Year that
commences on each January 1 and ends on each December 31.


 


6.13        Limitation
on Negative Pledge Clauses.  Enter into or suffer to exist or become effective
any agreement that prohibits or limits the ability of Borrower or any of its
Restricted Subsidiaries to create, incur, assume or suffer to exist any Lien on
any of its Property or revenues, whether now owned or hereafter acquired, to
secure the Obligations or, in the case of any Guarantor, its obligations under
the Guaranty and Collateral Agreement, other than (a) this Agreement and
the other Loan Documents, (b) any agreements governing any purchase money
Liens, Capital Lease Obligations, EITF 97-10 Capital Lease Obligations, DCIP
Sale and Leaseback Transactions or other secured indebtedness otherwise
permitted hereby (in which case, any prohibition or limitation shall only be
effective against the assets financed thereby), (c) any agreements
relating to Acquired Indebtedness permitted pursuant to Section 6.2(d)(ii) or
refinancings thereof pursuant 


 


101

















 


to Section 6.2(d)(iii) (so long as such restrictions
are no more burdensome or restrictive than those contained in the Acquired
Indebtedness so refinanced) (in each case, to the extent such agreements do not
conflict with the provisions of Section 5.9), (d) customary nonassignment provisions or other restrictions on
Liens arising under leases, subleases, licenses, joint venture agreements and
other contracts entered into in the ordinary course of business, (e) exceptions
set forth in the “Pledged Stock” definition contained in the Guaranty and
Collateral Agreement and exceptions relating to the Capital Stock of Persons
that are not Restricted Subsidiaries, and (f) during the period that the
UA Pass-Through Certificates Restriction is in effect, restrictions with
respect to the UA Subsidiaries contained in the UA Pass-Through Trust
Documents.


 


6.14        Limitation on Restrictions on Subsidiary
Distributions, Etc.  Enter into or suffer to exist or become
effective any consensual encumbrance or restriction on the ability of Borrower
or any of its Restricted Subsidiaries (or, in the case of clause (a) only,
any Restricted Subsidiary) to (a) make Restricted Payments in respect of
any Capital Stock of such Subsidiary held by, or pay or subordinate any
Indebtedness owed to, Borrower or any other Restricted Subsidiary, (b) make
Investments in Borrower or any Restricted Subsidiary or (c) transfer any
of its assets to Borrower or any Restricted Subsidiary, in each case, except
for such encumbrances or restrictions existing under or by reason of (A) any
restrictions existing under the Loan Documents, (B) any restrictions under
Indebtedness permitted under Sections 6.2(i), 6.2(k), 6.2(l) and
6.2(n) (C) any restrictions under Acquired Indebtedness
permitted under Section 6.2(d)(ii) or refinancings thereof
pursuant to Section 6.2(d)(iii) (so long as such restrictions
are no more burdensome or restrictive than those contained in the Acquired
Indebtedness so refinanced), (D) any restrictions with respect to a
Restricted Subsidiary imposed pursuant to an agreement that has been entered
into in connection with the Disposition of all or substantially all of the
Capital Stock or assets of such Restricted Subsidiary, (E) customary non-assignment provisions or other restrictions on
Liens arising under leases, subleases, licenses, joint venture agreements and
other contracts entered into in the ordinary course of business (including,
without limitation, those described on Schedule 4.24(h) in respect of
Digital Cinema Equipment), (F) any agreements governing any
purchase money Liens, Capital Lease Obligations, EITF 97-10 Capital Lease Obligations
or other secured indebtedness otherwise permitted hereby (in which case, any
prohibition or limitation shall only be effective against the assets financed
thereby), (G) exceptions set forth in
the “Pledged Stock” definition contained in the Guaranty and Collateral Agreement
and exceptions relating to the Capital Stock of Persons that are not Restricted
Subsidiaries, and (H) during the period that the UA Pass-Through
Certificates Restriction is in effect, restrictions with respect to the UA
Subsidiaries contained in the UA Pass-Through Trust Documents.


 


6.15        Limitation
on Lines of Business.  Enter into
any business, either directly or through any Subsidiary, except for those
businesses in which Borrower and its Subsidiaries are engaged on the Closing
Date or that are reasonably related thereto (each, a “Line of Business”).


 


6.16        Limitation
on Hedge Agreements.  Enter into
any Hedge Agreements other than Hedge Agreements entered into for
non-speculative purposes.


 


6.17        [Omitted]..


 


6.18        Limitation on Issuance of Preferred Stock.  Issue any Preferred Stock (including Disqualified
Stock).


 


6.19        Maintenance of Restricted Payments Basket for
NCM Liabilities.  On any date
that there is a deduction made under Section 6.6(e)(A)(II)(w),
permit the amount of Restricted


 


102

















 


Payments that would be permitted under Section 6.6(e) as
of such date to be less than zero.


 


SECTION 7.       EVENTS
OF DEFAULT


 


7.1          Events of Default.  If any one or more of the following
conditions or events shall occur:


 


(a)           Failure
to Make Payments When Due.  Borrower shall fail to pay any principal of
any Loan or Reimbursement Obligation when due in accordance with the terms
hereof; or Borrower shall fail to pay any interest on any Loan or Reimbursement
Obligation, or any Loan Party shall fail to pay any other amount payable
hereunder or under any other Loan Document, within five days after any such
interest or other amount becomes due in accordance with the terms hereof;


 


(b)           Default
in Other Agreements.  (I) Borrower or any of its Restricted Subsidiaries
shall (i) default in making any payment of any principal of any
Indebtedness (including any Contingent Obligation, but excluding the Loans) on
the scheduled or original due date with respect thereto, or (ii) default
in making any payment of any interest on any such Indebtedness beyond the
period of grace, if any, provided in the instrument or agreement under which
such Indebtedness was created, or (iii) default in the observance or
performance of any other agreement or condition relating to any such
Indebtedness or contained in any instrument or agreement evidencing, securing
or relating thereto, or any other event shall occur or condition exist, the effect
of which default or other event or condition is to cause, or to permit the
holder or beneficiary of such Indebtedness (or a trustee or agent on behalf of
such holder or beneficiary) to cause, with the giving of notice if required,
such Indebtedness to become due prior to its stated maturity or (in the case of
any such Indebtedness constituting a Contingent Obligation) to become payable,
or (II) Holdings shall (i) default in making any payment of any
principal of any Indebtedness (including Contingent Obligations) on the
scheduled or original due date with respect thereto, or (ii) default in
the observance or performance of any agreement or condition relating to any
Indebtedness or contained in any instrument or agreement evidencing, securing
or relating thereto, or any other event shall occur or condition exist, the
effect of which default or other event or condition is to cause such
Indebtedness to become due prior to its stated maturity (or in the case of any
such Indebtedness constituting a Contingent Obligation) to become payable; provided that, a default, event or condition
described in clause (I) or (II) of this paragraph (b) shall not
at any time constitute an Event of Default unless, at such time, one or more
defaults, events or conditions of the type described in clauses (I) and (II) of
this paragraph (b) shall have occurred and be continuing with respect to
Indebtedness the outstanding principal amount of which exceeds in the aggregate
$25,000,000;


 


(c)           Breach
of Certain Covenants.  Any Loan Party shall default in the observance
or performance of any agreement contained in Section 2.5, 5.4(a) (with
respect to Borrower only), 5.7(a), or 6, or Section 5.8(a) of
the Guaranty and Collateral Agreement;


 


(d)           Breach
of Representations, Etc.  Any representation or warranty made or deemed
made by any Loan Party herein or in any other Loan Document or that is
contained in any certificate, document or financial or other statement
furnished by it at any time under or in connection with this Agreement or any
such other Loan Document shall prove to have been inaccurate in any material
respect on or as of the date made or deemed made;


 


103

















 


(e)           Other
Defaults Under Loan Documents.  Parent, Holdings or any Loan Party shall
default in the performance of or compliance with any term contained herein or
any of the other Loan Documents, other than any such term referred to in any
other provision of this Section 7.1, and such default shall not
have been remedied or waived within 30 days after the earlier of (i) an
officer of Parent, Holdings or such Loan Party becoming aware of such default,
or (ii) receipt by Borrower of notice from Administrative Agent or any
Lender of such default;


 


(f)            Involuntary
Bankruptcy; Appointment of Receiver, Etc.  (i) Parent, Holdings, Borrower or any of
its Restricted Subsidiaries shall commence any case, proceeding or other action
(A) under any existing or future law of any jurisdiction, domestic or
foreign, relating to bankruptcy, insolvency, reorganization or relief of
debtors, seeking to have an order for relief entered with respect to it, or
seeking to adjudicate it a bankrupt or insolvent, or seeking reorganization,
arrangement, adjustment, winding-up, liquidation, dissolution, composition or
other relief with respect to it or its debts, or (B) seeking appointment
of a receiver, trustee, custodian, conservator or other similar official for it
or for all or any substantial part of its assets, or Parent, Holdings, Borrower
or any of its Restricted Subsidiaries shall make a general assignment for the
benefit of its creditors; (ii) there shall be commenced against Parent,
Holdings, Borrower or any of its Restricted Subsidiaries any case, proceeding
or other action of a nature referred to in clause (i) above that (A) results
in the entry of an order for relief or any such adjudication or appointment or (B) remains
undismissed, undischarged or unbonded for a period of 60 days; (iii) there
shall be commenced against Parent, Holdings, Borrower or any of its Restricted
Subsidiaries any case, proceeding or other action seeking issuance of a warrant
of attachment, execution, distraint or similar process against all or any
substantial part of its assets that results in the entry of an order for any
such relief that shall not have been vacated, discharged, or stayed or bonded
pending appeal within 60 days from the entry thereof; (iv) Parent,
Holdings, Borrower or any of its Restricted Subsidiaries shall take any action
in furtherance of, or indicating its consent to, approval of, or acquiescence
in, any of the acts set forth in clause (i), (ii), or (iii) above; or (v) Parent,
Holdings, Borrower or any of its Restricted Subsidiaries shall generally not,
or shall be unable to, or shall admit in writing its inability to, pay its
debts as they become due; or


 


(g)           Voluntary
Bankruptcy; Appointment of Receiver, Etc.  (i) Parent, Holdings, Borrower or any of
its Restricted Subsidiaries shall have an order for relief entered with respect
to it or shall commence a voluntary case under the Bankruptcy Code or under any
other applicable bankruptcy, insolvency or similar law now or hereafter in
effect, or shall consent to the entry of an order for relief in an involuntary
case, or to the conversion of an involuntary case to a voluntary case, under
any such law, or shall consent to the appointment of or taking possession by a
receiver, trustee or other custodian for all or a substantial part of its
property; or Parent, Holdings, Borrower or any of its Restricted Subsidiaries
shall make any assignment for the benefit of creditors; (ii) Parent, Holdings,
Borrower or any of its Restricted Subsidiaries shall be unable, or shall fail
generally, or shall admit in writing its inability, to pay its debts as such
debts become due; or (iii) the board of directors (or similar governing
body) of Parent, Holdings, Borrower or any of its Restricted Subsidiaries (or
any committee thereof) shall adopt any resolution or otherwise authorize any action
to approve any of the actions referred to herein or in Section 7.1(f);


 


(h)           Judgments
and Attachments.  One or more judgments or decrees shall be
entered against Holdings, Borrower or any of its Restricted Subsidiaries
involving for Holdings, Borrower and its Restricted Subsidiaries, taken as a
whole, a liability (not paid or fully covered by insurance as to which the
relevant insurance company has not disputed coverage) of $25,000,000 or more,
and all such judgments or decrees shall not have been vacated, discharged,
stayed or bonded pending appeal within 30 days from the entry thereof;


 


104
















 


(i)            Dissolution.  Except in connection
with a transaction permitted pursuant to Section 6.4(a)(ii), any order,
judgment or decree shall be entered against any Loan Party decreeing the
dissolution or split up of such Loan Party and such order shall remain undischarged
or unstayed for a period in excess of 30 days;


 


(j)            Employee
Benefit Plans. (i)  Any Person shall
engage in any “prohibited transaction” (as defined in Section 406 of ERISA
or Section 4975 of the Code) involving any Plan, (ii) any “accumulated
funding deficiency” (as defined in Section 302 of ERISA), whether or not
waived, shall exist with respect to any Plan or any Lien in favor of the PBGC
or a Plan shall arise on the assets of Borrower or any Commonly-Controlled
Entity, (iii) a Reportable Event shall occur with respect to, or
proceedings shall commence to have a trustee appointed, or a trustee shall be
appointed, to administer or to terminate, any Single-Employer Plan, which
Reportable Event or commencement of proceedings or appointment of a trustee is
likely to, result in the termination of such Plan for purposes of Title IV of
ERISA, (iv) any Single-Employer Plan shall terminate for purposes of Title
IV of ERISA, (v) Borrower or any Commonly-Controlled Entity shall, or is
likely to, incur any liability in connection with a withdrawal from, or the
Insolvency or Reorganization of, a Multiemployer Plan, (vi) there exists
any fact or circumstance that reasonably could be expected to result in the
imposition of a Lien under Section 412(n) of the Code or under ERISA,
or (vii) any other similar  event or
condition shall occur or exist with respect to a Plan; and in each case in
clauses (i) through (vii) above, such event or condition, together
with all other such events or conditions, if any, could, in the sole judgment
of the Required Lenders, reasonably be expected to have a Material Adverse
Effect;


 


(k)           Change
of Control.  (i) any “person” or “group” (as such
terms are used in Sections 13(d) and 14(d) of the Exchange Act),
other than one or more Permitted Investors, is or becomes the “beneficial owner”
(as defined in Rules 13d-3 and 13d-5 under the Exchange Act, except that
such person or group shall be deemed to have ‘‘beneficial ownership’’ of all
shares that any such person or group has the right to acquire, whether such
right is exercisable immediately or only after the passage of time), directly
or indirectly, by way of merger, consolidation or other business combination or
purchase, of 50% or more of the total voting power of the Voting Stock of the
Borrower, (ii) the adoption of a plan relating to the liquidation or
dissolution of the Borrower; (iii) the sale, lease, transfer or other
conveyance, in one or a series of related transactions, of all or substantially
all of the assets of the Borrower and its Restricted Subsidiaries, taken as a
whole, to any Person other than one or more Permitted Investors; (iv) the
first day on which a majority of the members of the Parent’s board of directors
are not Continuing Directors;(v) a change of control under any of the
indentures relating to the Existing Notes (for so long as any such Existing
Notes are outstanding), (vi) Holdings shall cease to directly own and
control, of record and beneficially, 100% of each class of outstanding Capital
Stock of Borrower free and clear of all Liens (except Liens created by the
Security Documents), (vii) Parent shall cease to be the beneficial owner
of 100% of each class of outstanding Capital Stock of Borrower, or (viii) a
Specified Change of Control shall occur; or


 


(l)            Guaranties,
Security Documents and other Loan Documents.  At any time after the execution and delivery
thereof, (i) the Guaranty and Collateral Agreement shall, for any reason
other than the satisfaction in full of all Obligations, cease to be in full
force and effect (other than in accordance with its terms) or shall be declared
to be null and void or any Guarantor shall repudiate its obligations
thereunder, (ii) any of the other Security Documents shall, for any reason
(other than pursuant to the terms thereof), cease to be in full force and
effect, or any Loan Party or any Affiliate of any Loan Party shall so assert,
or any Lien created by any of the Security Documents shall cease to be
enforceable and of the same effect and priority purported to be created
thereby; or this Agreement or any Security Document ceases to be in full force
and effect 


 


105

















 


(other than by reason of a release of Collateral in
accordance with the terms hereof or thereof or the satisfaction in full of the
Obligations in accordance with the terms hereof) or shall be declared null and
void, or Administrative Agent shall not have or shall cease to have a valid
and, to the extent required under the Loan Documents, perfected Lien in any
Collateral purported to be covered by the Security Documents with the priority
required by the relevant Security Document, in each case for any reason other
than the failure of Administrative Agent or any Secured Party to take any
action within its control, or (iii) any Loan Party shall contest the
validity or enforceability of any Loan Document in writing or deny in writing
that it has any further liability, including with respect to future advances by
Lenders, under any Loan Document to which it is a party;


 


THEN, (1) upon the
occurrence of any Event of Default described in Section 7.1(f) or
7.1(g), automatically, and (2) upon the occurrence of any other
Event of Default, at the request of (or with the consent of) Requisite Lenders,
upon notice to Borrower by Administrative Agent, (A) the Revolving
Commitments, if any, of each Lender having such Revolving Commitments and the
obligation of Issuing Bank to issue any Letter of Credit shall immediately
terminate; (B) each of the following shall immediately become due and
payable, in each case without presentment, demand, protest or other
requirements of any kind, all of which are hereby expressly waived by each Loan
Party:  (I) the unpaid principal
amount of and accrued interest on the Loans, (II) an amount equal to the
maximum amount that may at any time be drawn under all Letters of Credit then
outstanding (regardless of whether any beneficiary under any such Letter of
Credit shall have presented, or shall be entitled at such time to present, the
drafts or other documents or certificates required to draw under such Letters
of Credit), and (III) all other Obligations; provided that, the foregoing shall not affect in any way the
obligations of Lenders under Section 2.3(e); (C) Administrative
Agent may enforce any and all Liens and security interests created pursuant to
Security Documents; and (D) Administrative Agent shall direct Borrower to
pay (and Borrower hereby agrees upon receipt of such notice, or upon the
occurrence of any Event of Default specified in Section 7.1(f) and
7.1(g) to pay) to Administrative Agent such additional amounts of
cash, to be held as security for Borrower’s reimbursement Obligations in respect
of Letters of Credit then outstanding, equal to the Letter-of-Credit Usage at
such time.


 


SECTION 8.       AGENTS


 


8.1          Appointment of Agents.  CS is hereby appointed the Administrative
Agent hereunder and under the other Loan Documents and CS Securities, Barclays
Capital, BOAS and DBS are hereby appointed the Arrangers hereunder and under
the other Loan Documents, and each Lender hereby authorizes CS, CS Securities,
Barclays Capital, BOAS and DBS to act in such capacities as its agents in accordance
with the terms hereof and thereof.  Each
Agent hereby agrees to act on the express conditions contained herein and the
other Loan Documents, as applicable.  The
provisions of this Section 8 are solely for the benefit of Agents
and Lenders and no Loan Party shall have any rights as a third-party
beneficiary of any of the provisions thereof. 
In performing its functions and duties hereunder, each Agent shall act
solely as an agent of Lenders and does not assume and shall not be deemed to
have assumed any obligation towards or relationship of agency or trust with or
for Borrower or any of its Subsidiaries. 
Each of Arrangers and Administrative Agent, without consent of or notice
to any party hereto, may assign any and all of its rights or obligations
hereunder to any of its Affiliates.  No
Arranger shall have any obligations under or related to the Loan Documents but
shall be entitled to the benefits of this Section 8.  Notwithstanding any other provision of this
Agreement or any provision of any other Loan Document, the Arrangers are named
as such for recognition purposes only, and in their respective capacities as
such shall have no duties, responsibilities or liabilities with respect to this
Agreement or any other Loan Document; it being understood and agreed that each
Arranger shall be entitled to all indemnification and reimbursement rights and
exculpations in favor of the Agents 


 


106

















 


provided herein and in the other Loan Documents.  Without limitation of the foregoing, no Arranger
in its respective capacity as such shall, by reason of this Agreement or any
other Loan Document, have any fiduciary relationship in respect of any Lender,
Loan Party or any other Person.


 


8.2          Powers and Duties.  Each Lender irrevocably authorizes each Agent
to take such action on such Lender’s behalf and to exercise such powers, rights
and remedies hereunder and under the other Loan Documents as are specifically
delegated or granted to such Agent by the terms hereof and thereof, together
with such powers, rights and remedies as are reasonably incidental
thereto.  Each Agent shall have only
those duties and responsibilities that are expressly specified herein and the
other Loan Documents.  Each Agent may
exercise such powers, rights and remedies and perform such duties by or through
its agents, sub-agents or employees. 
Each Agent and any sub-agent may assign and delegate such powers,
rights, remedies and duties to, and exercise such powers, rights and remedies
and perform such duties through, its Affiliates.  No Agent shall have, by reason hereof or any
of the other Loan Documents, a fiduciary relationship in respect of any Lender
or any Loan Party or any other Person; and nothing herein or in any of the
other Loan Documents, expressed or implied, is intended to or shall be so
construed as to impose on any Agent any obligations in respect hereof or any of
the other Loan Documents except as expressly set forth herein or therein.


 


8.3          General Immunity.


 


(a)           No
Responsibility for Certain Matters.  No Agent shall be responsible to any Lender
for the execution, effectiveness, genuineness, validity, enforceability,
collectability or sufficiency hereof or any other Loan Document or for any
representations, warranties, recitals or statements made herein or therein or
made in any written or oral statements or in any financial or other statements,
instruments, reports or certificates or any other documents furnished or made
by any Agent to Lenders or by or on behalf of any Loan Party to any Agent or
any Lender in connection with the Loan Documents and the transactions
contemplated thereby or for the financial condition or business affairs of any
Loan Party or any other Person liable for the payment of any Obligations, nor
shall any Agent be required to ascertain or inquire as to the performance or
observance of any of the terms, conditions, provisions, covenants or agreements
contained in any of the Loan Documents or as to the use of the proceeds of the
Loans or as to the existence or possible existence of any Event of Default or
Default or to make any disclosures with respect to the foregoing.  Anything contained herein to the contrary
notwithstanding, Administrative Agent shall not have any liability arising from
confirmations of the amount of outstanding Loans or the Letter-of-Credit Usage
or the component amounts thereof.


 


(b)           Exculpatory
Provisions.  No Agent nor any of its Affiliates nor any
officers, partners, directors, employees or agents of any Agent or Affiliates
of any Agent shall be liable to Lenders for any action taken or omitted by any
Agent under or in connection with any of the Loan Documents except to the
extent caused by such Agent’s gross negligence or willful misconduct as
determined by a final, nonappealable judgment of a court of competent
jurisdiction.  Each Agent shall be
entitled to refrain from any act or the taking of any action (including the failure
to take an action) in connection herewith or any of the other Loan Documents or
from the exercise of any power, discretion or authority vested in it hereunder
or thereunder unless and until such Agent shall have received instructions in
respect thereof from Requisite Lenders (or such other Lenders as may be
required to give such instructions under Section 9.5) and, upon
receipt of such instructions from Requisite Lenders (or such other Lenders, as
the case may be), such Agent shall be entitled to act or (where so instructed)
refrain from acting, or to exercise such power, discretion or authority, in
accordance with such instructions. 
Without prejudice to the generality of 


 


107

















 


the foregoing, (i) each Agent shall be entitled to rely,
and shall be fully protected in relying, on any communication, instrument or
document believed by it to be genuine and correct and to have been signed or
sent by the proper Person or Persons, and shall be entitled to rely and shall
be protected in relying on opinions and judgments of attorneys (who may be
attorneys for Borrower and its Subsidiaries), accountants, experts and other
professional advisors selected by it, and (ii) no Lender shall have any
right of action whatsoever against any Agent as a result of such Agent acting
or (where so instructed) refraining from acting hereunder or any of the other
Loan Documents in accordance with the instructions of Requisite Lenders (or
such other Lenders as may be required to give such instructions under Section 9.5).


 


8.4          Agents
Entitled to Act as Lender.  The
agency hereby created shall in no way impair or affect any of the rights and
powers of, or impose any duties or obligations on, any Agent in its individual
capacity as a Lender hereunder.  With
respect to its participation in the Loans and the Letters of Credit, each Agent
shall have the same rights and powers hereunder as any other Lender and may
exercise the same as if it were not performing the duties and functions
delegated to it hereunder, and the term “Lender” shall, unless the context
clearly otherwise indicates, include each Agent in its individual
capacity.  Any Agent and its Affiliates
may accept deposits from, lend money to, own securities of, and generally
engage in any kind of banking, trust, financial advisory or other business with
Borrower or any of its Affiliates as if it were not performing the duties
specified herein, and may accept fees and other consideration from Borrower for
services in connection herewith and otherwise without having to account for the
same to Lenders.


 


8.5          Lenders’ Representations, Warranties and
Acknowledgment.


 


(a)           Each
Lender represents and warrants that it has made its own independent
investigation of the financial condition and affairs of Borrower and its
Subsidiaries in connection with Credit Extensions hereunder and that it has
made and shall continue to make its own appraisal of the creditworthiness of
Borrower and its Subsidiaries.  No Agent
shall have any duty or responsibility, either initially or on a continuing
basis, to make any such investigation or any such appraisal on behalf of
Lenders or to provide any Lender with any credit or other information with
respect thereto, whether coming into its possession before the making of the
Loans or at any time or times thereafter, and no Agent shall have any
responsibility with respect to the accuracy of or the completeness of any
information provided to Lenders.


 


(b)           Each
Lender, by delivering its signature page to this Agreement, or consenting
to the amendment and restatement of the Fifth Restated Credit Agreement or
becoming a party hereto on or after the Closing Date shall be deemed to have
acknowledged receipt of, and consented to and approved, each Loan Document and
each other document required to be approved by any Agent, Requisite Lenders or
Lenders, as applicable on the Closing Date.


 


8.6          Right to Indemnity.  Each Lender, in proportion to its Pro Rata
Share, severally agrees to indemnify each Agent, to the extent that such Agent
shall not have been reimbursed by any Loan Party, for and against any and all
liabilities, obligations, losses, damages, penalties, actions, judgments,
suits, costs, expenses (including reasonable counsel fees and disbursements) or
disbursements of any kind or nature whatsoever that may be imposed on, incurred
by or asserted against such Agent in exercising its powers, rights and remedies
or performing its duties hereunder or under the other Loan Documents or
otherwise in its capacity as such Agent in any way relating to or arising out
of this Agreement or the other Loan Documents; provided
that, no Lender shall be liable for any portion of such liabilities,
obligations, losses, damages, penalties, actions, judgments, suits, costs,
expenses or disbursements to the extent they are found in a final, 


 


108

















 


nonappealable judgment of a court of competent jurisdiction to have
resulted primarily from such Agent’s gross negligence or willful misconduct.  If any indemnity furnished to any Agent for
any purpose shall, in the opinion of such Agent, be insufficient or become
impaired, such Agent may call for additional indemnity and cease, or not
commence, to do the acts indemnified against until such additional indemnity is
furnished; provided that, in no
event shall this sentence require any Lender to indemnify any Agent against any
liability, obligation, loss, damage, penalty, action, judgment, suit, cost,
expense or disbursement in excess of such Lender’s Pro Rata Share thereof; and provided further that, this sentence shall
not be deemed to require any Lender to indemnify any Agent against any
liability, obligation, loss, damage, penalty, action, judgment, suit, cost,
expense or disbursement described in the proviso in the immediately preceding
sentence.


 


8.7          Successor Administrative Agent.  Administrative Agent may resign at any time
by giving 30 days’ prior written notice thereof to Lenders and Borrower.  Upon any such notice of resignation,
Requisite Lenders shall have the right, upon five Business Days’ notice to Borrower,
to appoint a successor Administrative Agent, which successor Administrative
Agent shall (unless a Default or Event of Default shall have occurred and be
continuing) be subject to Borrower’s approval, which approval shall not be
unreasonably withheld or delayed.  Upon
the acceptance of any appointment as Administrative Agent hereunder by a
successor Administrative Agent, that successor Administrative Agent shall
thereupon succeed to and become vested with all the rights, powers, privileges
and duties of the retiring Administrative Agent and the retiring Administrative
Agent shall promptly (i) transfer to such successor Administrative Agent
all sums, Securities and other items of Collateral held under the Security
Documents, together with all records and other documents necessary or
appropriate in connection with the performance of the duties of the successor
Administrative Agent under the Loan Documents, and (ii) execute and
deliver to such successor Administrative Agent such amendments to financing
statements, and take such other actions, as may be necessary or appropriate in
connection with the assignment to such successor Administrative Agent of the
security interests created under the Security Documents, whereupon such
retiring Administrative Agent shall be discharged from its duties and obligations
hereunder and under the other Loan Documents. 
After any retiring Administrative Agent’s resignation or removal
hereunder as Administrative Agent, the provisions of this Section 8
shall inure to its benefit as to any actions taken or omitted to be taken by it
while it was Administrative Agent hereunder. 
Any resignation or removal of Administrative Agent pursuant to this Section shall
also constitute the resignation or removal of CS or its successor as Issuing
Bank, and any successor Administrative Agent appointed pursuant to this Section 8.7
shall, upon its acceptance of such appointment, become the successor Issuing
Bank for all purposes hereunder.  Notwithstanding
the foregoing, if after 30 days from the date the Administrative Agent provides
notice of its resignation as provided above (i) Borrower withholds its
consent to the appointment of any successor Administrative Agent or (ii) the
Administrative Agent or the Requisite Lenders shall notify the Borrower and the
Lenders that no such successor has been located that is willing to accept such
appointment, then such resignation shall nonetheless become effective in accordance
with such notice and (1) the retiring Administrative Agent shall be
discharged from its duties and obligations hereunder and under the other Loan
Documents (except that in the case of any Collateral held by the Administrative
Agent on behalf of the Secured Parties under any of the Loan Documents, the
retiring Administrative Agent may, in its sole discretion, elect to continue to
hold such Collateral until such time as a successor Administrative Agent is
appointed and such Collateral is assigned to such successor Administrative
Agent or until further notice by the retiring Administrative Agent), (2) all
payments, communications and determinations provided to be made by, to or
through the Administrative Agent shall instead be made by or to each Lender directly,
until such time as the Requisite Lenders appoint a successor Administrative
Agent as provided for above (provided that, notwithstanding the foregoing, the
retiring Administrative Agent may, in its sole discretion, elect to receive and
distribute payments as paying agent for the Lenders,


 


109

















 


distribute communications and/or make determinations (in such capacity,
the “Paying Agent”) until such
time as a successor Administrative Agent is so appointed or until further notice
by the retiring Administrative Agent) and (3) after the retiring
Administrative Agent’s resignation hereunder and under the other Loan
Documents, the provisions of this Section 8 and Section 9.2
shall continue in effect for the benefit of such retiring Administrative Agent,
its sub agents and their respective Affiliates in respect of any actions taken
or omitted to be taken by any of them while the retiring Administrative Agent
was acting in such capacity (including, for the avoidance of doubt, after the resignation
of such retiring Administrative Agent as provided in this Section 8.7)
or as Paying Agent.


 


8.8          Security Documents and Guaranty.


 


(a)           Agents
under Security Documents and Guaranty.  Each Lender hereby further authorizes
Administrative Agent, on behalf of and for the benefit of Lenders, to be the
agent for and representative of Lenders with respect to the Guaranty, the
Collateral and the Security Documents. 
Subject to Section 9.5, without further written consent or
authorization from Lenders, Administrative Agent may execute any documents or
instruments necessary to (i) release any Lien encumbering any item of
Collateral that is the subject of a sale or other disposition of assets
permitted hereby (including, without limitation, any assets held by a Guarantor
that is released pursuant to the following clause (ii)) or to which Requisite
Lenders (or such other Lenders as may be required to give such consent under Section 9.5)
have otherwise consented, (ii) release any Guarantor from its Guaranty and
the Security Documents it is party to if all of the Capital Stock of such
Guarantor is sold or Disposed of in a transaction permitted hereby, or with respect
to which Requisite Lenders (or such other Lenders as may be required to give
such consent under Section 9.5) have otherwise consented or (iii) release
all of the Liens encumbering any Collateral upon a Discharge of the
Obligations.


 


(b)           Right
to Realize on Collateral and Enforce Guaranty.  Anything contained in any of the Loan
Documents to the contrary notwithstanding, Borrower, Administrative Agent and
each Lender hereby agree that (i) no Lender shall have any right
individually to realize on any of the Collateral or to enforce the Guaranty, it
being understood and agreed that all powers, rights and remedies hereunder may
be exercised solely by Administrative Agent, on behalf of Lenders in accordance
with the terms hereof and all powers, rights and remedies under the Security
Documents may be exercised solely by Administrative Agent, and (ii) in the
event of a foreclosure by Administrative Agent on any of the Collateral
pursuant to a public or private sale, any Lender may be the purchaser of any or
all of such Collateral at any such sale and Administrative Agent, as agent for
and representative of Secured Parties (but not any Lender or Lenders in its or
their respective individual capacities unless Requisite Lenders shall otherwise
agree in writing) shall be entitled, for the purpose of bidding and making
settlement or payment of the purchase price for all or any portion of the
Collateral sold at any such public sale, to use and apply any of the
Obligations as a credit on account of the purchase price for any collateral
payable by Administrative Agent at such sale.


 


SECTION 9.       MISCELLANEOUS


 


9.1          Notices.


 


(a)           Unless
otherwise specifically provided herein, any notice or other communication
herein required or permitted to be given to a Loan Party, or any Agent, Lender
or Issuing Bank, shall be sent to such Person’s address as set forth on Appendix
B or in the other relevant Loan Document, and in the case of any Lender,
the address as indicated on Appendix B or 


 


110

















 


otherwise indicated to Administrative Agent in writing.  Each notice hereunder shall be in writing and
may be personally served, or sent by telefacsimile or United States mail or courier
service and shall be deemed to have been given when delivered in person or by
courier service and signed for against receipt thereof, upon receipt of
telefacsimile, or three Business Days after depositing it in the United States
mail with postage prepaid and properly addressed; provided that, no notice to any Agent shall be effective
until received by such Agent.  Notices
and other communications to the Lenders hereunder may be delivered or furnished
by electronic communications pursuant to procedures approved by Administrative
Agent; provided that, the
foregoing shall not apply to notices pursuant to Section 2 unless
otherwise agreed by Administrative Agent and the applicable Lender.  Administrative Agent or Borrower may, in its
discretion, agree to accept notices and other communications to it hereunder by
electronic communications pursuant to procedures approved by it; provided that, approval of such procedures
may be limited to particular notices or communications.


 


(b)           The
Borrower hereby agrees, unless directed otherwise by the Administrative Agent
or unless the electronic mail address referred to in Appendix B below
has not been provided by the Administrative Agent to the Borrower, that it
will, or will cause its Subsidiaries to, provide to the Administrative Agent
all information, documents and other materials that it is obligated to furnish
to the Administrative Agent pursuant to the Loan Documents or to the Lenders
under Section 5, including all notices, requests, financial statements,
financial and other reports, certificates and other information materials, but
excluding any such communication that (i) is or relates to a Funding
Notice, an Issuance Notice or a Conversion/Continuation Notice, (ii) relates
to the payment of any principal or other amount due under this Agreement prior
to the scheduled date therefor, (iii) provides notice of any Default or
Event of Default under this Agreement or any other Loan Document or (iv) is
required to be delivered to satisfy any condition precedent to the
effectiveness of this Agreement and/or any borrowing or other extension of
credit hereunder (all such non-excluded communications being referred to herein
collectively as “Communications”), by transmitting
the Communications in an electronic/soft medium that is properly identified in
a format acceptable to the Administrative Agent to an electronic mail address
as directed by the Administrative Agent. 
In addition, the Borrower agrees, and agrees to cause its Subsidiaries,
to continue to provide the Communications to the Administrative Agent or the
Lenders, as the case may be, in the manner specified in the Loan Documents but
only to the extent requested by the Administrative Agent.


 


(c)           The
Borrower hereby acknowledges that (i) the Administrative Agent will make
available to the Lenders and the Issuing Bank materials and/or information provided
by or on behalf of the Borrower hereunder (collectively, the “Borrower Materials”) by posting the Borrower Materials on
Intralinks or another similar electronic system (the “Platform”)
and (ii) certain of the Lenders may be “public-side” Lenders (i.e.,
Lenders that do not wish to receive material non-public information with
respect to the Borrower, the Parent or the securities of the Borrower or the
Parent) (each, a “Public Lender”).  The Borrower hereby agrees that (w) all
Borrower Materials that are to be made available to Public Lenders shall be
clearly and conspicuously marked “PUBLIC” which, at a minimum, shall mean that
the word “PUBLIC” shall appear prominently on the first page thereof; (x) by
marking Borrower Materials “PUBLIC,” the Borrower shall be deemed to have
authorized the Administrative Agent and the Lenders to treat such Borrower
Materials as not containing any material non-public information with respect to
the Borrower or Parent or the securities of the Borrower or Parent for purposes
of United States federal and state securities laws; (y) all Borrower
Materials marked “PUBLIC” are permitted to be made available through a portion
of the Platform designated as “Public Investor;” and (z) the
Administrative Agent shall be entitled to treat any Borrower Materials that are
not marked “PUBLIC” as being suitable only for posting on a portion of the Platform
not marked as “Public 


 


111

















 


Investor.” 
Notwithstanding the foregoing, the Loan Documents and notifications of
changes in the terms of the Credit Agreement and the other Loan Documents shall
be marked “PUBLIC” unless the Borrower notifies the Administrative Agent
promptly that any such document contains material non-public information.


 


(d)           THE
PLATFORM IS PROVIDED “AS IS” AND “AS AVAILABLE”.  NEITHER THE ADMINISTRATIVE AGENT NOR ANY OF
ITS AFFILIATES, OR ANY DIRECTORS, PARTNERS, TRUSTEES, OFFICERS, EMPLOYEES,
AGENTS AND ADVISORS OF THE ADMINISTRATIVE AGENT OR ITS AFFILIATES, WARRANTS THE
ACCURACY OR COMPLETENESS OF THE COMMUNICATIONS OR THE ADEQUACY OF THE PLATFORM AND
EACH EXPRESSLY DISCLAIMS LIABILITY FOR ERRORS OR OMISSIONS IN THE
COMMUNICATIONS.  NO WARRANTY OF ANY KIND,
EXPRESS, IMPLIED OR STATUTORY, INCLUDING ANY WARRANTY OF MERCHANTABILITY,
FITNESS FOR A PARTICULAR PURPOSE, NON-INFRINGEMENT OF THIRD PARTY RIGHTS OR
FREEDOM FROM VIRUSES OR OTHER CODE DEFECTS IS MADE BY THE ADMINISTRATIVE AGENT
OR ANY OF ITS AFFILIATES, OR ANY DIRECTORS, PARTNERS, TRUSTEES, OFFICERS, EMPLOYEES,
AGENTS AND ADVISORS OF THE ADMINISTRATIVE AGENT OR ITS AFFILIATES IN CONNECTION
WITH THE COMMUNICATIONS OR THE PLATFORM. 
IN NO EVENT SHALL THE ADMINISTRATIVE AGENT OR ANY OF ITS AFFILIATES, OR
ANY DIRECTORS, PARTNERS, TRUSTEES, OFFICERS, EMPLOYEES, AGENTS AND ADVISORS OF
THE ADMINISTRATIVE AGENT OR ITS AFFILIATES HAVE ANY LIABILITY TO ANY LOAN
PARTY, ANY LENDER OR ANY OTHER PERSON FOR DAMAGES OF ANY KIND, WHETHER OR NOT
BASED ON STRICT LIABILITY AND INCLUDING DIRECT OR INDIRECT, SPECIAL, INCIDENTAL
OR CONSEQUENTIAL DAMAGES, LOSSES OR EXPENSES (WHETHER IN TORT, CONTRACT OR
OTHERWISE) ARISING OUT OF ANY LOAN PARTY’S OR THE ADMINISTRATIVE AGENT’S
TRANSMISSION OF COMMUNICATIONS THROUGH THE INTERNET.


 


(e)           The
Administrative Agent agrees that the receipt of the Communications by the
Administrative Agent at its e-mail address set forth in Appendix B (or
as otherwise specified by the Administrative Agent in writing to the Borrower
from time to time pursuant to Section 9.1(a)) shall constitute
effective delivery of the Communications to the Administrative Agent for purposes
of the Loan Documents.  Each Lender
agrees that receipt of notice to it (as provided in the next sentence)
specifying that the Communications have been posted to the Platform shall
constitute effective delivery of the Communications to such Lender for purposes
of the Loan Documents.  Each Lender agrees
to notify the Administrative Agent in writing (including by electronic communication)
from time to time of such Lender’s e-mail address to which the foregoing notice
may be sent by electronic transmission and that the foregoing notice may be
sent to such e-mail address.


 


9.2          Expenses.  Whether or not the transactions contemplated
hereby shall be consummated, Borrower agrees to pay promptly (a) all the
actual and reasonable costs and expenses incurred by Administrative Agent of
preparation of the Loan Documents and any consents, amendments, waivers or
other modifications thereto; (b) all the costs of furnishing all opinions
by counsel for Borrower and the other Loan Parties; (c) the reasonable
fees, expenses and disbursements of counsel to Administrative Agent in
connection with the negotiation, preparation, execution and administration of
the Loan Documents and any consents, amendments, waivers or other modifications
thereto and any other documents or matters requested by Borrower; (d) all
the actual costs and reasonable expenses of creating and perfecting Liens in
favor of Administrative Agent, for the benefit of Lenders pursuant hereto,
including filing and recording fees, expenses 


 


112

















 


and taxes, stamp or documentary taxes, search fees, title insurance
premiums and reasonable fees, expenses and disbursements of counsel to
Administrative Agent and of counsel providing any opinions that Administrative
Agent or Requisite Lenders may request in respect of the Collateral or the
Liens created pursuant to the Security Documents; (e) all the actual costs
and reasonable fees, expenses and disbursements of any auditors, accountants,
consultants or appraisers retained by, or with the consent of, the
Administrative Agent, after the occurrence and during the continuance of any
Default; (f) all the actual costs and reasonable expenses (including the
reasonable fees, expenses and disbursements of any appraisers, consultants,
advisors and agents employed or retained by Administrative Agent and its
counsel) in connection with the custody or preservation of any of the
Collateral; (g) all other actual and reasonable costs and expenses
incurred by Administrative Agent in connection with the syndication of the
Loans and Commitments and the negotiation, preparation and execution of the
Loan Documents and any consents, amendments, waivers or other modifications
thereto and the transactions contemplated thereby; and (h) after the occurrence
of a Default or an Event of Default, all costs and expenses, including
reasonable attorneys’ fees (including allocated costs of internal counsel) and
costs of settlement, incurred by Administrative Agent and Lenders in enforcing
any Obligations of or in collecting any payments due from any Loan Party
hereunder or under the other Loan Documents by reason of such Default or Event
of Default (including in connection with the sale of, collection from, or other
realization on any of the Collateral or the enforcement of the Guaranty) or in
connection with any refinancing or restructuring of the credit arrangements
provided hereunder in the nature of a “work out” or pursuant to any insolvency
or bankruptcy cases or proceedings.


 


9.3          Indemnity.


 


(a)           In
addition to the payment of expenses pursuant to Section 9.2,
whether or not the transactions contemplated hereby shall be consummated, each
Loan Party agrees to defend (subject to Indemnitees’ selection of counsel),
indemnify, pay and hold harmless, each Agent and Lender and the officers,
partners, directors, trustees, employees, agents, advisors and Affiliates of
each Agent and each Lender (each, an “Indemnitee”),
from and against any and all Indemnified Liabilities; provided that, no Loan Party shall have
any obligation to any Indemnitee hereunder with respect to any Indemnified
Liabilities to the extent such Indemnified Liabilities are found in a final,
nonappealable judgment of a court of competent jurisdiction to have resulted
primarily from the gross negligence or willful misconduct of that
Indemnitee.  To the extent that the
undertakings to defend, indemnify, pay and hold harmless set forth in this Section 9.3
may be unenforceable in whole or in part because they are violative of any law
or public policy, the applicable Loan Party shall contribute the maximum
portion that it is permitted to pay and satisfy under applicable law to the
payment and satisfaction of all Indemnified Liabilities incurred by Indemnitees
or any of them.  Amounts owing under this
Section 9.3(a) shall be paid promptly following demand.


 


(b)           To
the extent permitted by applicable law, no Loan Party shall assert, and each
Loan Party hereby waives, any claim against Lenders, Agents and their respective
Affiliates, directors, employees, attorneys or agents, on any theory of
liability, for special, indirect, consequential or punitive damages (as opposed
to direct or actual damages) (whether or not the claim therefor is based on
contract, tort or duty imposed by any applicable legal requirement) arising out
of, in connection with, arising out of, as a result of, or in any way related
to, this Agreement or any Loan Document or any agreement or instrument
contemplated hereby or thereby or referred to herein or therein, the
transactions contemplated hereby or thereby, any Loan or the use of the proceeds
thereof or any act or omission or event occurring in connection therewith, and
Borrower and each other Loan Party hereby waives, releases and agrees not to
sue on any such claim or any such damages, whether or not accrued and whether
or not known or suspected to 


 


113

















 


exist in its favor. 
Without limiting the foregoing, and to the extent permitted by
applicable law, Borrower agrees not to assert and to cause Parent, Holdings and
the Subsidiaries not to assert, and hereby waives and agrees to cause Parent,
Holdings and the Subsidiaries to waive, all rights for contribution or any
other rights of recovery with respect to all claims, demands, penalties, fines,
liabilities, settlements, damages, costs and expenses of whatever kind or
nature, under or related to Environmental Laws, that any of them might have by
statute or otherwise against any Indemnitee.


 


(c)           The
Borrower, on behalf of itself and each other Loan Party, acknowledges and
agrees that (a) no fiduciary, advisory or agency relationship between any
Loan Party, on the one hand, and any Secured Party, on the other hand, is
intended to be or has been created in respect of this Agreement or the other
Loan Documents, irrespective of whether such Secured Party has advised or is
advising the Borrower or its Affiliates on other matters, (b) each Secured
Party, on the one hand, and the Borrower or any of its Affiliates, on the other
hand, has an arms-length business relationship that does not directly or indirectly
give rise to, nor does the Borrower or any other Loan Party rely on, any
fiduciary duty on the part of any Secured Party in connection with the Loan
Documents, (c) the Borrower and the other Loan Parties are capable of
evaluating and understanding, and they understand and accept, the terms, risks
and conditions of the transactions contemplated by this Credit Agreement, (d) the
Borrower and each other Loan Party has been advised that each Secured Party is
engaged in a broad range of transactions that may involve interests that differ
from their interests and that no Secured Party has any obligation to disclose
such interests and transactions to the Borrower or any Loan Party or any of
their Affiliates by virtue of any fiduciary, advisory or agency relationship,
and (e) the Borrower and each Loan Party waives, to the fullest extent
permitted by law, any claims it may have against any Secured Party for breach
of fiduciary duty or alleged breach of fiduciary duty in connection with the
Loan Documents and agree that no Secured Party shall have liability (whether
direct or indirect) to the Borrower, any Loan Party or any of their Affiliates
in respect of such a fiduciary duty claim or to any person asserting a fiduciary
duty claim on behalf of or in right of the Borrower or any other Loan Party or
any of their Affiliates, including their stockholders, employees or
creditors.  Nothing contained in this Section 9.3(c) shall
be deemed to permit any Secured Party to use confidential information regarding
the Borrower and its Subsidiaries and their businesses for any purposes other
than in connection with the Loan Documents.


 


9.4          Set-Off.  In addition to any rights now or hereafter
granted under applicable law and not by way of limitation of any such rights,
upon the occurrence of any Event of Default each Lender is hereby authorized by
each Loan Party at any time or from time to time subject to the consent of
Administrative Agent (such consent not to be unreasonably withheld or delayed),
without notice to any Loan Party or to any other Person (other than
Administrative Agent), any such notice being hereby expressly waived, to set
off and to appropriate and to apply any and all deposits (general or special,
including Indebtedness evidenced by certificates of deposit, whether matured or
unmatured, but not including trust accounts) and any other Indebtedness at any
time held or owing by such Lender to or for the credit or the account of any
Loan Party against and on account of the obligations and liabilities of any
Loan Party to such Lender hereunder, the Letters of Credit and participations
therein and under the other Loan Documents, including all claims of any nature
or description arising out of or connected hereto, the Letters of Credit and
participations therein or with any other Loan Document, irrespective of whether
or not (a) such Lender shall have made any demand hereunder or (b) the
principal of or the interest on the Loans or any amounts in respect of the
Letters of Credit or any other amounts due hereunder shall have become due and
payable pursuant to Section 2 and although such obligations and
liabilities, or any of them, may be contingent or unmatured.


 


114
















 


9.5          Amendments
and Waivers.


 


(a)           Requisite
Lenders’ Consent.  Subject to Sections
9.5(b), 9.5(c), 9.5(d) and 9.5(e) no
amendment, modification, termination or waiver of any provision of the Loan
Documents, or consent to any departure by any Loan Party therefrom, shall in
any event be effective without the written concurrence of the Requisite
Lenders.


 


(b)           Affected
Lenders’ Consent.  Without the
written consent of each Lender (other than a Defaulting Lender, except with
respect to clauses (i), (ii), (iv) and (vi) below) that would be
directly affected thereby, no amendment, modification, termination, or consent
shall be effective if the effect thereof would:


 


(i)    extend the
scheduled final maturity of any Loan or Note;


 


(ii)   waive,
reduce or postpone any Installment (but not prepayment);


 


(iii) extend the
stated expiration date of any Letter of Credit beyond the Revolving Commitment
Termination Date;


 


(iv)  reduce the
rate of interest on any Loan (other than any waiver of any increase in the
interest rate applicable to any Loan pursuant to Section 2.1(c)(i) or
2.9) or any fee payable hereunder; provided that
modifications to definitions used in the calculation of Consolidated Leverage
Ratio shall not be deemed to be a reduction of the rate of interest or fees;


 


(v)   extend the
time for payment of any such interest or fees;


 


(vi)  reduce
(other than by payment) or forgive the principal amount of any Loan or any Reimbursement
Obligation;


 


(vii) amend,
modify, terminate or waive any provision of Section 2.16, 9.5(a),
this Section 9.5(b), Section 9.5(c), or Section 6.4
of the Guaranty and Collateral Agreement;


 


(viii)                amend
the percentage set forth in the definition of “Requisite Lenders”; provided that, extensions of credit
approved by Requisite Lenders or permitted to be incurred pursuant to Section 2.1(c)(i),
6.2(f) or 6.2(j), may be included in the determination of “Requisite
Lenders” or “Pro Rata Share” on substantially the same basis as the Term Loan
Commitments, the Term Loans, the Revolving Commitments and the Revolving Loans,
as the case may be, are included on the Closing Date;


 


(ix)   release
all or substantially all of the Collateral or all or substantially all of the
Guarantors from the Guaranty and Collateral Agreement except as expressly
provided in the Loan Documents; or


 


(x)    consent to
the assignment or transfer by any Loan Party of any of its rights and obligations
under any Loan Document.


 


(c)           Other
Consents.  No amendment,
modification, termination or waiver of any provision of the Loan Documents, or
consent to any departure by any Loan Party therefrom, shall:


 


115

















 


(i)    increase
any Revolving Commitment or Term Loan Commitment of any Lender over the amount
thereof then in effect without the consent of such Lender; provided that, no amendment, modification
or waiver of any condition precedent, covenant, Default or Event of Default
shall constitute an increase in any Revolving Commitment or Term Loan
Commitment of any Lender;


 


(ii)   amend the
definition of “Requisite Class Lenders” without the consent of Requisite Class Lenders
of each Class; provided that,
extensions of credit approved by the Requisite Lenders or permitted to be
incurred pursuant to Section 2.1(c)(i), 6.2(f) or 6.2(j) may
be included in the determination of such “Requisite Class Lenders” on
substantially the same basis as the Term Loan Commitments, the Term Loans, the
Revolving Commitments and the Revolving Loans, as the case may be, are included
on the Closing Date;


 


(iii)  alter the
required application of any repayments or prepayments as between Classes
pursuant to Section 2.14 without the consent of Requisite Class Lenders
of each Class that is being allocated a lesser repayment or prepayment as
a result thereof; provided that,
Requisite Lenders may waive, in whole or in part, any prepayment so long as the
application, as between Classes, of any portion of such prepayment that is
still required to be made is not altered; and provided
further that, notwithstanding the foregoing, such application may be
modified (including pursuant to Sections 6.2(f), 6.2(j) and 9.5(e))
to permit additional or modified extensions of credit constituting (x) term
loans to share ratably with the Term Loans in the application of repayments or
prepayments pursuant to Section 2.14 with the consent of Requisite
Lenders or in connection with additional extensions of credit permitted under Section 2.1(c)(i),
6.2(f) or 6.2(j), or (y) revolving loans to share
ratably with the Revolving Loans in the application of repayments or prepayments
pursuant to Section 2.14 with the consent of the Requisite Lenders
or in connection with additional extensions of credit permitted under Section 6.2(f) or
6.2(j);


 


(iv)  amend,
modify, terminate or waive any obligation of the Revolving Lenders relating to
the purchase of participations in Letters of Credit as provided in Section 2.3(e) without
the written consent of Administrative Agent and of Issuing Bank; or


 


(v)   amend,
modify, terminate or waive any provision of Section 8 as the same
applies to any Agent, or any other provision hereof as the same applies to the
rights or obligations of any Agent, in each case without the consent of such
Agent.


 


(d)           Execution
of Amendments, Etc.  Administrative
Agent may, but shall have no obligation to, with the concurrence of any Lender,
execute amendments, modifications, waivers or consents on behalf of such
Lender.  Any waiver or consent shall be
effective only in the specific instance and for the specific purpose for which
it was given.  No notice to or demand on
any Loan Party in any case shall entitle any Loan Party to any other or further
notice or demand in similar or other circumstances.  Any amendment, modification, termination,
waiver or consent effected in accordance with this Section 9.5
shall be binding on each Lender at the time outstanding, each future Lender
and, if signed by a Loan Party, on such Loan Party.


 


(e)           Certain
Amendments Regarding Additional Loans and Refinancings.  Notwithstanding any other provision in this Section 9.5
to the contrary, (i) Borrower and Administrative Agent may, without the
consent of any Lender, amend the schedules and representations and warranties
contained in this Agreement and the Guaranty and Collateral Agreement, to the
extent provided in Section 6.8(f), and (ii) this Agreement and
the other Loan Documents may be


 


116

















 


amended (or amended and restated), without the consent of any
Lender, to the extent deemed necessary to permit Permitted Secured Indebtedness
and Permitted Secured Refinancing to be incurred under this Agreement and to
share ratably in the benefits of this Agreement and the other Loan Documents
(including the accrued interest and fees in respect thereof and in the benefits
of all the Collateral) with other Loans (it being understood that Permitted
Secured Indebtedness and Permitted Secured Refinancing shall rank pari passu with the other Loans).  In furtherance of the foregoing, Borrower and
Administrative Agent, without the consent of any Lender, may amend (or amend
and restate) this Agreement or any other Loan Document to (v) provide for Permitted
Secured Indebtedness and/or Permitted Secured Refinancing to share ratably in
the benefits of this Agreement and the other Loan Documents (including the
accrued interest and fees in respect thereof and in the benefits of all the
Collateral) with Lenders having Term Loan Exposure and Revolving Loan Exposure,
as the case may be, (w) provide for, among other things, Permitted Secured
Indebtedness and/or the Permitted Secured Refinancing, to the extent
constituting Term Loan Exposure, to share ratably with Lenders having Term Loan
Exposure, or to share ratably with or with preference to Lenders having
Revolving Loan Exposure in the application of prepayments, (x) provide
for, among other things, Permitted Secured Indebtedness and/or Permitted
Secured Refinancing, to the extent constituting Revolving Loan Exposure, to
share ratably with Lenders having Revolving Loan Exposure in the application of
prepayments, (y) provide an amortization schedule, to the extent
constituting Term Loan Exposure, and a maturity date for Permitted Secured
Indebtedness and/or Permitted Secured Refinancing, and (z) include
appropriately the Lenders holding Permitted Secured Indebtedness and/or
Permitted Secured Refinancing in any determination of Requisite Lenders or
Requisite Class Lenders for the Class of Lenders having Term Loan
Exposure or Revolving Loan Exposure and to modify the terms, provisions and
definitions hereof in order that such Permitted Secured Indebtedness and
Permitted Secured Refinancing is appropriately treated in this Agreement,
including in the definitions of Class, Obligations, Pro Rata Share, Requisite
Lenders, Requisite Class Lenders, Revolving Loans, Revolving Commitments,
Revolving Loan Exposure, Term Loans, Term Loan Commitments and Term Loan
Exposure, it being understood that no Lender or Agent is committed or obligated
to participate in such Permitted Secured Indebtedness and/or Permitted Secured
Refinancing unless it agrees to do so in the document or agreement implementing
such Permitted Secured Indebtedness or Permitted Secured Refinancing.  It is
further understood and agreed that this Agreement and the other Loan Documents
may be amended, amended and restated or otherwise supplemented or modified as
provided in Section 2.1(c)(i), without the approval of Lenders or
Requisite Lenders.


 


9.6          Successors
and Assigns; Participations.


 


(a)           Generally.  This Agreement shall be binding on the
parties hereto and their respective successors and assigns and shall inure to
the benefit of the parties hereto and the successors and assigns of
Lenders.  No Loan Party’s rights or
obligations hereunder nor any interest therein may be assigned or delegated by
any Loan Party without the prior written consent of all Lenders.  Nothing in this Agreement, expressed or
implied, shall be construed to confer on any Person (other than the parties
hereto, their respective successors and assigns permitted hereby and, to the
extent expressly contemplated hereby, Affiliates of each Agent and Lender) any
legal or equitable right, remedy or claim under or by reason of this Agreement.


 


(b)           Register.  Borrower, Administrative Agent and Lenders
shall deem and treat the Persons listed as Lenders in the Register as the
holders and owners of the corresponding Commitments and Loans listed therein
for all purposes hereof, and, except as provided in Section 9.6(e),
no assignment or transfer of any such Commitment or Loan shall be effective, in
each case, unless and until an Assignment Agreement effecting the assignment or
transfer thereof shall have been delivered to and accepted by Administrative
Agent and recorded in the Register as provided


 


117

















 


in Section 9.6(f).  In the case of a Related Lender Assignment
described in Section 9.6(e) that is not reflected in the
Register, the assigning Lender shall maintain a comparable register.  Prior to such recordation, all amounts owed
with respect to the applicable Commitment or Loan shall be owed to the Lender
listed in the Register as the owner thereof, and any request, authority or consent
of any Person who, at the time of making such request or giving such authority
or consent, is listed in the Register as a Lender shall be conclusive and
binding on any subsequent holder, assignee or transferee of the corresponding
Commitments or Loans.


 


(c)           Right
to Assign.  Each Lender shall have
the right at any time to sell, assign or transfer all or a portion of its
rights and obligations under this Agreement, including all or a portion of its
Commitment or Loans or other Obligation owing to it (provided that, each such assignment shall be of a uniform,
and not varying, percentage of all rights and obligations under and in respect
of any Loan and any related Commitments):


 


(i)    to any
Person meeting the criteria of clause (i) of the definition of the term of
“Eligible Assignee” (a “Related Lender
Assignment”) upon the giving of notice to Borrower and
Administrative Agent, and for any assignment of Revolving Loans or Revolving
Commitments, the consent of Administrative Agent and Issuing Bank (not be
unreasonably withheld or delayed); and


 


(ii)   to any
Person meeting the criteria of clause (ii) of the definition of the term
of “Eligible Assignee” (other than a Person described in clause (i) above)
and (except in the case of assignments made by or to CS) consented to by
Administrative Agent, and, for any assignment of Revolving Loans or Revolving
Commitments, Issuing Bank and Borrower (such consent not to be (x) unreasonably
withheld or delayed, or (y) in the case of Borrower, required at any time
during the initial syndication of the Loans or at any time an Event of Default
shall have occurred and then be continuing); provided, that the Borrower shall
be deemed to have consented to any such assignment unless it shall object
thereto by written notice to the Administrative Agent within five (5) Business
Days after having received written notice thereof); provided, further that, each such assignment pursuant to
this Section 9.6(c)(ii) shall be in an aggregate amount of not
less than (A) $1,000,000 (or such lesser amount as may be agreed to by
Borrower and Administrative Agent or as shall constitute the aggregate amount
of the Revolving Commitments and Revolving Loans of the assigning Lender), with
respect to the assignment of the Revolving Commitments and Revolving Loans, and
(B) $1,000,000 (or such lesser amount as may be agreed to by Borrower and
Administrative Agent or as shall constitute the aggregate amount of the Term
Loan of the assigning Lender) with respect to the assignment of Term Loans (it
being understood that, for purposes of this proviso, simultaneous assignments
by a single Lender to Related Funds of such Lender shall be aggregated).


 


(d)           Mechanics.  The assigning Lender and the assignee thereof
shall execute and deliver to Administrative Agent (i) an Assignment
Agreement (A) by means of an electronic settlement system acceptable to
Administrative Agent, or (B) manually, together with a processing and
recordation fee of $3,500 (provided that,
in the case of assignments to or from CS, as a Lender, no such fee shall
apply), in the case of all other assignments (except that only one fee shall be
payable in the case of contemporaneous assignments to Related Funds), and (ii) such
forms, certificates or other evidence, if any, with respect to United States
federal income tax withholding matters as the assignee under such Assignment
Agreement may be required to deliver to Administrative Agent pursuant to Section 2.19(e);
provided that, should a Lender or
assignee party to an assignment made pursuant to Section 9.6(c)(i) deliver
an Assignment Agreement


 


118

















 


to Administrative Agent for recording, such Lender or
assignee shall also provide the relevant administrative details and applicable
tax forms.


 


(e)           Related
Lender Assignments.  Notwithstanding
anything contained in this Section 9.6 to the contrary, a Lender
may effect a Related Lender Assignment with respect to Term Loans held by it
without delivering an Assignment Agreement to Administrative Agent or to
Borrower and without payment of the assignment fee referred to in Section 9.6(d);
provided that, if and when an
Assignment Agreement is delivered to Administrative Agent, it is delivered via
ClearPar, LLC, or such other electronic settlement system acceptable to the
Administrative Agent; provided  however, that (i) Borrower,
Administrative Agent and the other Lenders shall continue to deal solely and
directly with such assigning Lender in connection with such Lender’s rights and
obligations under this Agreement until such Assignment Agreement has been
delivered to Administrative Agent and recorded in the Register, and (ii) anything
contained herein to the contrary notwithstanding, if such Related Lender
Assignment is to a Person that is not a United States Person (as such term is
defined in Section 7701(a)(30) of the Code), such assignee party to such
Related Lender Assignment shall comply with Section 2.19(c) hereof
as if such assignee party had delivered an Assignment Agreement to
Administrative Agent on the effective date of such Related Lender
Assignment.  The failure of such
assigning Lender to deliver an Assignment Agreement to Administrative Agent
shall not affect the legality, validity or binding effect of such
assignment.  Each assignee party to a
Related Lender Assignment shall be deemed to have consented to be bound by the
terms of this Agreement.


 


(f)            Notice
of Assignment.  Upon its receipt of a
duly executed and completed Assignment Agreement, together with the processing
and recordation fee referred to in Section 9.6(d) (and any
forms, certificates or other evidence required by this Agreement in connection
therewith), Administrative Agent shall record the information contained in such
Assignment Agreement in the Register, shall give prompt notice thereof to
Borrower and shall maintain a copy of such Assignment Agreement.


 


(g)           Representations
and Warranties of Assignee.  Each
Lender, upon execution and delivery hereof or upon executing and delivering an
Assignment Agreement, as the case may be, represents and warrants as of the
Closing Date or as of the applicable Effective Date (as defined in the
applicable Assignment Agreement) that (i) it is an Eligible Assignee; (ii) it
has experience and expertise in the making of or investing in commitments or
loans such as the applicable Commitments or Loans, as the case may be; and (iii) it
will make or invest in, as the case may be, its Commitments or Loans for its
own account in the ordinary course of its business and without a view to
distribution of such Commitments or Loans within the meaning of the Securities
Act or the Exchange Act or other federal securities laws (it being understood that,
subject to the provisions of this Section 9.6, the disposition of
such Commitments or Loans or any interests therein shall at all times remain
within its exclusive control).


 


(h)           Effect
of Assignment.  Subject to the terms
and conditions of this Section 9.6, as of the “Effective Date”
specified in the applicable Assignment Agreement:  (i) the assignee thereunder shall have
the rights and obligations of a “Lender” hereunder to the extent such rights
and obligations hereunder have been assigned to it pursuant to such Assignment
Agreement and shall thereafter be a party hereto and a “Lender” for all
purposes hereof; (ii) the assigning Lender thereunder shall, to the extent
that rights and obligations hereunder have been assigned thereby pursuant to
such Assignment Agreement, relinquish its rights (other than any rights that
survive the termination hereof under Section 9.8) and be released
from its obligations hereunder (and, in the case of an Assignment Agreement
covering all or the remaining portion of an assigning Lender’s rights and
obligations hereunder, such Lender shall cease to be a party hereto; provided


 


119

















 


that, anything contained in any of the Loan Documents to the
contrary notwithstanding, (y) Issuing Bank shall continue to have all
rights and obligations thereof with respect to such Letters of Credit until the
cancellation or expiration of such Letters of Credit and the reimbursement of
any amounts drawn thereunder and (z) such assigning Lender shall continue
to be entitled to the benefit of all indemnities hereunder as specified herein
with respect to matters arising out of the prior involvement of such assigning
Lender as a Lender hereunder); (iii) the Commitments shall be modified to
reflect the Commitment of such assignee and any Revolving Commitment of such
assigning Lender, if any; and (iv) if any such assignment occurs after the
issuance of any Note hereunder, the assigning Lender shall, upon the
effectiveness of such assignment or as promptly thereafter as practicable,
surrender its applicable Notes to Administrative Agent for cancellation, and
thereupon Borrower shall issue and deliver new Notes, if so requested by the
assignee and/or assigning Lender, to such assignee and/or to such assigning
Lender, with appropriate insertions, to reflect the new Revolving Commitments
and/or outstanding Loans of the assignee and/or the assigning Lender.


 


(i)            Participations.  Each Lender shall have the right at any time
to sell one or more participations to any Person (other than Borrower, any of
its Subsidiaries or any of its Affiliates) in all or any part of its
Commitments, Loans or in any other Obligation. 
The holder of any such participation, other than an Affiliate of the
Lender granting such participation, shall not be entitled to require such
Lender to take or omit to take any action hereunder except with respect to any
amendment, modification or waiver that would (i) extend the final
scheduled maturity of any Loan, Note or Letter of Credit (unless such Letter of
Credit is not extended beyond the Revolving Commitment Termination Date) in
which such participant is participating, or reduce the rate or extend the time
of payment of interest or fees thereon (except in connection with a waiver of applicability
of any post default increase in interest rates) or reduce the principal amount
thereof, or increase the amount of the participant’s participation over the
amount thereof then in effect (it being understood that a waiver of any Default
or Event of Default or of a mandatory reduction in the Commitment shall not
constitute a change in the terms of such participation, and that an increase in
any Commitment or Loan shall be permitted without the consent of any participant
if the participant’s participation is not increased as a result thereof), (ii) consent
to the assignment or transfer by any Loan Party of any of its rights and
obligations under this Agreement, or (iii) release all or substantially
all of the Collateral under, or all or substantially all of the Guarantors
from, the Security Documents (except as expressly provided in the Loan
Documents) supporting the Loans hereunder in which such participant is
participating.  Borrower agrees that each
participant shall be entitled to the benefits of Sections 2.17(c), 2.18
and 2.19 to the same extent as if it were a Lender and had acquired its
interest by assignment pursuant to paragraph (c) of this Section; provided that, (i) a participant
shall not be entitled to receive any greater payment under Section 2.18
or 2.19 than the applicable Lender would have been entitled to receive
with respect to the participation sold to such participant, unless the sale of
the participation to such participant is made with Borrower’s prior written
consent and (ii) a participant that would be a Non-US Lender if it were a
Lender shall not be entitled to the benefits of Section 2.19 unless
Borrower is notified of the participation sold to such participant and such
participant agrees, for the benefit of Borrower, to comply with Section 2.19
as though it were a Lender.  To the
extent permitted by law, each participant also shall be entitled to the
benefits of Section 9.4 as though it were a Lender, provided that, such Participant agrees to
be subject to Section 2.16 as though it were a Lender.


 


(j)            Certain
Other Assignments.  Without notice to
or the consent of Borrower or Administrative Agent, any Lender may at any time
pledge or assign a security interest in all or any portion of its rights under
this Agreement to secure obligations of such Lender, including any pledge or
assignment to secure obligations to a Federal Reserve Bank; provided that, no


 


120

















 


such pledge or assignment shall release such Lender from any
of its obligations hereunder or substitute any such pledgee or assignee for
such Lender as a party hereto. 
Notwithstanding anything to the contrary contained herein, without
notice to or the consent of Borrower or Administrative Agent, any Lender that
is a Fund may create a security interest in all or any portion of the Loans
owing to it and the Notes, if any, held by it to the trustee for holders of
obligations owed, or securities issued, by such Fund as security for such
obligations or securities; provided that,
unless and until such trustee actually becomes a Lender in compliance with the
other provisions of this Section 9.6, (i) no such pledge shall
release the pledging Lender from any of its obligations under this Agreement,
and (ii) such trustee shall not be entitled to exercise any of the rights
of a Lender under this Agreement and the Notes even though such trustee may
have acquired ownership rights with respect to the pledged interest through
foreclosure or otherwise.


 


(k)           Defaulting
Lenders.  In the event that (x) any
Revolving Lender shall become a Defaulting Lender or (y) S&P, Moody’s
and Thompson’s BankWatch (or InsuranceWatch Ratings Service, in the case of
Lenders that are insurance companies (or Best’s Insurance Reports, if such
insurance company is not rated by Insurance Watch Ratings Service)) shall,
after the date that any Lender becomes a Revolving Lender, downgrade the
long-term certificate deposit ratings of such Lender, and the resulting ratings
shall be below BBB-, Baa3 and C (or BB, in the case of a Lender that is an
insurance company (or B, in the case of an insurance company not rated by InsuranceWatch
Ratings Service)) (or, with respect to any Revolving Lender that is not rated
by any such ratings service or provider, the Issuing Bank shall have reasonably
determined that there has occurred a material adverse change in the financial
condition of any such Lender, or a material impairment of the ability of any
such Lender to perform its obligations hereunder, as compared to such condition
or ability as of the date that any such Lender became a Revolving Lender) (any
Lender falling within the foregoing clause (y), a “Prospective
Defaulting Lender”) then the Issuing Bank shall have the right, but
not the obligation, at its own expense, upon notice to such Lender and the
Administrative Agent, to replace such Lender with an assignee (in accordance
with and subject to the restrictions contained in Section 9.6(c)),
and such Lender hereby agrees to transfer and assign without recourse (in
accordance with and subject to the restrictions contained in Section 9.6(c))
all its interests, rights and obligations in respect of its Revolving
Commitment to such assignee; provided, however, that (i) no such assignment
shall conflict with any law, rule and regulation or order of any Governmental
Authority and (ii) the Issuing Bank or such assignee, as the case may be,
shall pay to such Lender in immediately available funds on the date of such assignment
the principal of and unpaid interest accrued to the date of payment on the Revolving
Loans made by such Lender hereunder together with all then unpaid and accrued
interest with respect thereto at such time and an amount equal to all accrued,
but theretofore unpaid fees owing to such Terminated Lender pursuant to Section 2.10.


 


9.7          Independence
of Covenants.  All
covenants hereunder shall be given independent effect so that if a particular
action or condition is not permitted by any of such covenants, the fact that it
would be permitted by an exception to, or would otherwise be within the
limitations of, another covenant shall not avoid the occurrence of a Default or
an Event of Default if such action is taken or condition exists.


 


9.8          Survival
of Representations, Warranties and Agreements.  All representations, warranties and agreements
made herein shall survive the execution and delivery hereof and the making of
any Credit Extension.  Notwithstanding
anything herein or implied by law to the contrary, the agreements of each Loan
Party set forth in Sections 2.17(c), 2.18, 2.19, 9.2,
9.3 and 9.4 and the agreements of Lenders set forth in Sections
2.16, 9.3(b) and 9.6 shall survive the payment of the
Loans, the cancellation or expiration of the Letters of Credit and the reimbursement
of any amounts drawn thereunder, and the termination hereof.


 


121

















 


9.9          No
Waiver; Remedies Cumulative.  No failure or delay on the part of any Agent
or any Lender in the exercise of any power, right or privilege hereunder or
under any other Loan Document shall impair such power, right or privilege or be
construed to be a waiver of any default or acquiescence therein, nor shall any
single or partial exercise of any such power, right or privilege preclude other
or further exercise thereof or of any other power, right or privilege.  The rights, powers and remedies given to each
Agent and each Lender hereby are cumulative and shall be in addition to and independent
of all rights, powers and remedies existing by virtue of any statute or rule of
law or in any of the other Loan Documents or any of the Hedge Agreements.  Any forbearance or failure to exercise, and
any delay in exercising, any right, power or remedy hereunder shall not impair
any such right, power or remedy or be construed to be a waiver thereof, nor
shall it preclude the further exercise of any such right, power or remedy.


 


9.10        Marshalling;
Payments Set Aside.  Neither any
Agent nor any Lender shall be under any obligation to marshal any assets in
favor of any Loan Party or any other Person or against or in payment of any or
all of the Obligations.  To the extent
that any Loan Party makes a payment or payments to Administrative Agent or
Lenders (or to Administrative Agent, on behalf of Lenders), or Administrative
Agent or Lenders enforce any security interests or exercise their rights of
set-off, and such payment or payments or the proceeds of such enforcement or
set-off or any part thereof are subsequently invalidated, declared to be
fraudulent or preferential, set aside and/or required to be repaid to a trustee,
receiver or any other party under any bankruptcy law, any other state or
federal law, common law or any equitable cause, then, to the extent of such recovery,
the obligation or part thereof originally intended to be satisfied, and all
Liens, rights and remedies therefor or related thereto, shall be revived and continued
in full force and effect as if such payment or payments had not been made or
such enforcement or set-off had not occurred.


 


9.11        Severability.  In case any provision in or obligation hereunder
or under any other Loan Document 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.


 


9.12        Obligations
Several; Independent Nature of Lenders’ Rights.  The obligations of Lenders hereunder are
several and no Lender shall be responsible for the obligations or Commitment of
any other Lender hereunder.  Nothing
contained herein or in any other Loan Document, and no action taken by Lenders
pursuant hereto or thereto, shall be deemed to constitute Lenders as a
partnership, an association, a joint venture or any other kind of entity.  The amounts payable at any time hereunder to
each Lender shall be a separate and independent debt, and each Lender shall be
entitled to protect and enforce its rights arising out hereof and it shall not
be necessary for any other Lender to be joined as an additional party in any proceeding
for such purpose.


 


9.13        Headings.  Section headings herein are included
herein for convenience of reference only and shall not constitute a part hereof
for any other purpose or be given any substantive effect.


 


9.14        APPLICABLE
LAW.  THIS AGREEMENT AND THE RIGHTS
AND OBLIGATIONS OF THE PARTIES HEREUNDER SHALL BE GOVERNED BY, AND SHALL BE CONSTRUED
AND ENFORCED IN ACCORDANCE WITH, THE LAWS OF THE STATE OF NEW YORK.


 


9.15        CONSENT
TO JURISDICTION.  ALL
JUDICIAL PROCEEDINGS BROUGHT AGAINST ANY LOAN PARTY ARISING OUT OF OR RELATING
HERETO


 


122

















 


OR ANY OTHER LOAN DOCUMENT, OR ANY OF THE OBLIGATIONS, MAY BE
BROUGHT IN ANY STATE OR FEDERAL COURT OF COMPETENT JURISDICTION IN THE STATE,
COUNTY AND CITY OF NEW YORK.  BY EXECUTING
AND DELIVERING THIS AGREEMENT, EACH LOAN PARTY, FOR ITSELF AND IN CONNECTION
WITH ITS PROPERTIES, IRREVOCABLY (a) ACCEPTS GENERALLY AND UNCONDITIONALLY
THE NONEXCLUSIVE JURISDICTION AND VENUE OF SUCH COURTS, (b) WAIVES ANY DEFENSE
OF FORUM NON CONVENIENS, (c) AGREES THAT SERVICE OF ALL PROCESS IN ANY
SUCH PROCEEDING IN ANY SUCH COURT MAY BE MADE BY REGISTERED OR CERTIFIED
MAIL, RETURN RECEIPT REQUESTED, TO THE APPLICABLE LOAN PARTY AT ITS ADDRESS
PROVIDED IN ACCORDANCE WITH SECTION 9.1, (d) AGREES THAT
SERVICE AS PROVIDED IN CLAUSE (c) ABOVE IS SUFFICIENT TO CONFER PERSONAL
JURISDICTION OVER THE APPLICABLE LOAN PARTY IN ANY SUCH PROCEEDING IN ANY SUCH
COURT, AND OTHERWISE CONSTITUTES EFFECTIVE AND BINDING SERVICE IN EVERY RESPECT,
AND (e) AGREES AGENTS AND LENDERS RETAIN THE RIGHT TO SERVE PROCESS IN ANY
OTHER MANNER PERMITTED BY LAW OR TO BRING PROCEEDINGS AGAINST ANY LOAN PARTY IN
THE COURTS OF ANY OTHER JURISDICTION.


 


9.16        WAIVER
OF JURY TRIAL.  EACH OF THE
PARTIES HERETO HEREBY AGREES TO WAIVE ITS RESPECTIVE RIGHTS TO A JURY TRIAL OF
ANY CLAIM OR CAUSE OF ACTION BASED ON OR ARISING HEREUNDER OR UNDER ANY OF THE
OTHER LOAN DOCUMENTS OR ANY DEALINGS BETWEEN THEM RELATING TO THE SUBJECT
MATTER OF THIS LOAN TRANSACTION OR THE LENDER/COMPANY RELATIONSHIP THAT IS
BEING ESTABLISHED.  THE SCOPE OF THIS
WAIVER IS INTENDED TO BE ALL ENCOMPASSING OF ANY AND ALL DISPUTES THAT MAY BE
FILED IN ANY COURT AND THAT RELATE TO THE SUBJECT MATTER OF THIS TRANSACTION,
INCLUDING CONTRACT CLAIMS, TORT CLAIMS, BREACH OF DUTY CLAIMS AND ALL OTHER
COMMON LAW AND STATUTORY CLAIMS.  EACH
PARTY HERETO ACKNOWLEDGES THAT THIS WAIVER IS A MATERIAL INDUCEMENT TO ENTER
INTO A BUSINESS RELATIONSHIP, THAT EACH HAS ALREADY RELIED ON THIS WAIVER IN
ENTERING INTO THIS AGREEMENT, AND THAT EACH WILL CONTINUE TO RELY ON THIS
WAIVER IN ITS RELATED FUTURE DEALINGS. 
EACH PARTY HERETO FURTHER WARRANTS AND REPRESENTS THAT IT HAS REVIEWED
THIS WAIVER WITH ITS LEGAL COUNSEL AND THAT IT KNOWINGLY AND VOLUNTARILY WAIVES
ITS JURY TRIAL RIGHTS FOLLOWING CONSULTATION WITH LEGAL COUNSEL.  THIS WAIVER IS IRREVOCABLE, MEANING THAT IT MAY NOT
BE MODIFIED, WHETHER ORALLY OR IN WRITING (OTHER THAN BY A MUTUAL WRITTEN
WAIVER SPECIFICALLY REFERRING TO THIS SECTION 9.16 AND EXECUTED BY
EACH OF THE PARTIES HERETO), AND THIS WAIVER SHALL APPLY TO ANY SUBSEQUENT
AMENDMENTS, RENEWALS, SUPPLEMENTS OR MODIFICATIONS HERETO OR ANY OF THE OTHER
LOAN DOCUMENTS OR TO ANY OTHER DOCUMENTS OR AGREEMENTS RELATING TO THE LOANS
MADE HEREUNDER.  IN THE EVENT OF
LITIGATION, THIS AGREEMENT MAY BE FILED AS A WRITTEN CONSENT TO A TRIAL BY
THE COURT.


 


9.17        Confidentiality.  Each Lender and Administrative Agent shall
hold all information regarding Borrower and its Subsidiaries (other than
Borrower Materials marked “Public” pursuant to Section 9.1(c)) and their
businesses obtained by such Lender pursuant hereto and the other Loan Documents
in accordance with such Lender’s or Administrative Agent’s (as applicable)
customary procedures for handling confidential information of such nature and
agrees it shall not disclose any such information other than (i) disclosures
of such information to Affiliates of


 


123

















 


such Lender and Affiliates of Administrative Agent and to their
respective agents and advisors (and to other persons authorized by a Lender or
Administrative Agent (or their Affiliates) to organize, present or disseminate
such information in connection with disclosures otherwise made in accordance
with this Section 9.17), (ii) disclosures of such information
reasonably required by any bona fide or potential assignee, transferee or
participant in connection with the contemplated assignment, transfer or participation
by a Lender of any Loans or any participations therein or by any direct or
indirect contractual counterparties (or the professional advisors thereto) in
Hedge Agreements (provided that,
such counterparties and advisors are advised of and agree to be bound by the
provisions of this Section 9.17), (iii) disclosure to any
rating agency when required by it, provided that,
prior to any disclosure, such rating agency shall undertake in writing to
preserve the confidentiality of any confidential information relating to the
Loan Parties received by it from any Agent or any Lender, (iv) disclosures
required or requested by any governmental agency, self-regulatory organization
or representative thereof or by The National Association of Insurance
Commissioners (or its successor) or pursuant to legal or judicial process; provided that, unless specifically
prohibited by applicable law or court order, each Lender and Administrative
Agent shall make reasonable efforts to notify Borrower of any request by any
governmental agency, self-regulatory organization or representative thereof
(other than any such request in connection with any examination of the
financial condition, compliance examination or other routine examination of
such Lender or Administrative Agent by such governmental agency) for disclosure
of any such information prior to disclosure of such information, (v) in
connection with the exercise of any remedy or any enforcement action hereunder
or under any other Loan Document and (vi) disclosures to Lenders or
Agents, participants holding interests in any of the Obligations or any other
Secured Party; provided that nothing herein
shall prevent any Lender or Administrative Agent us from disclosing any such
information to the extent that such information becomes publicly available
other than by reason of disclosure by such Lender or Administrative Agent (as applicable)
in violation of this Section 9.17.


 


9.18        Usury
Savings Clause. 
Notwithstanding any other provision herein, the aggregate interest rate
charged with respect to any of the Obligations, including all charges or fees
in connection therewith deemed in the nature of interest under applicable law
shall not exceed the Highest Lawful Rate. 
If the rate of interest (determined without regard to the preceding
sentence) under this Agreement at any time exceeds the Highest Lawful Rate, the
outstanding amount of the Loans made hereunder shall bear interest at the
Highest Lawful Rate until the total amount of interest due hereunder equals the
amount of interest that would have been due hereunder if the stated rates of
interest set forth in this Agreement had at all times been in effect.  In addition, if when the Loans made hereunder
are repaid in full the total interest due hereunder (taking into account the
increase provided for above) is less than the total amount of interest that
would have been due hereunder if the stated rates of interest set forth in this
Agreement had at all times been in effect, then to the extent permitted by law,
Borrower shall pay to Administrative Agent an amount equal to the difference
between the amount of interest paid and the amount of interest which would have
been paid if the Highest Lawful Rate had at all times been in effect.  Notwithstanding the foregoing, it is the
intention of Lenders and Borrower to conform strictly to any applicable usury
laws.  Accordingly, if any Lender
contracts for, charges, or receives any consideration that constitutes interest
in excess of the Highest Lawful Rate, then any such excess shall be cancelled
automatically and, if previously paid, shall at such Lender’s option be applied
to the outstanding amount of the Loans made hereunder or be refunded to
Borrower.


 


9.19        Counterparts.  This Agreement may be executed in any number
of counterparts, each of which when so executed and delivered shall be deemed
an original, but all such counterparts together shall constitute but one and
the same instrument.


 


124
















 


9.20        Patriot
Act.  Each Lender and Administrative
Agent (for itself and not on behalf of any other party) hereby notifies
Borrower that, pursuant to the requirements of the Patriot Act, it is required
to obtain, verify and record information that identifies Borrower, which
information includes the names and addresses and other information that will
allow such Lender or Administrative Agent, as applicable, to identify Borrower
in accordance with the Patriot Act. 
Borrower will, and will cause each of its Subsidiaries to, provide, to
the extent commercially reasonable or required by Requirements of Law, such
information and take such actions as are reasonably requested by Administrative
Agent or any Lender to assist Administrative Agent and the Lenders in maintaining
compliance with the Patriot Act.


 


9.21        Integration.  This Agreement and the other Loan Documents
represent the entire agreement of Parent, Holdings, Borrower, the Subsidiaries
of Borrower, Administrative Agent and the Lenders with respect to the subject
matter hereof and thereof, and there are no promises, undertakings,
representations or warranties by Administrative Agent or any Lender relative to
the subject matter hereof not expressly set forth or referred to herein or in
the other Loan Documents.


 


9.22        Release
of Collateral and Guaranty Obligations.


 


(a)           Notwithstanding
anything to the contrary contained herein or in any other Loan Document, upon
request of Borrower in connection with any Disposition of Property permitted by
the Loan Documents, Administrative Agent is hereby authorized (without notice
to or vote or consent of any Lender, or any Affiliate of any Lender that is a
party to any Hedge Agreement) to, and shall, take such actions as shall be
required to release its security interest in any Collateral being Disposed of
in such Disposition, and to release any Guarantied Obligations of (and
Collateral held by) any Person being Disposed of in such Disposition, to the
extent necessary to permit consummation of such Disposition in accordance with
the Loan Documents; provided
that, Borrower shall have delivered to Administrative Agent, at least five
Business Days (or such shorter period as may be satisfactory to Administrative
Agent) prior to the date of the proposed release, a written request for release
identifying the relevant Collateral being Disposed of in such Disposition and
the terms of such Disposition in reasonable detail, including the date thereof,
the price thereof (if applicable) and any actual or reasonably estimated
expenses in connection therewith, together with a certification by Borrower
stating that such transaction is in compliance with this Agreement and the
other Loan Documents and that the proceeds of such Disposition will be applied
in accordance with this Agreement and the other Loan Documents.


 


(b)           Notwithstanding
anything to the contrary contained herein or any other Loan Document, upon the
Discharge of the Obligations, upon request of Borrower, Administrative Agent
shall (without notice to or vote or consent of any Lender, or any Affiliate of
any Lender that is a party to any Hedge Agreement) take such actions as shall
be required to release its security interest in all Collateral, and to release
all the Guarantied Obligations provided for in any Loan Document, whether or
not on the date of such release there may be outstanding Obligations in respect
of Hedge Agreements.


 


(c)           Notwithstanding
anything to the contrary contained herein or in any other Loan Document, no
Mortgage shall be required to be entered into or maintained in respect of any
leasehold interest of the Borrower or any of its Subsidiaries.  Administrative Agent is hereby authorized
(without notice to or vote or consent of any Lender, or any Affiliate of any
Lender that is a party to any Hedge Agreement) to, and at the request and at
the expense of Borrower shall, (i) take such actions as shall be required
to release and terminate any security interest or mortgage granted prior to the
Closing Date under any Existing Mortgage that covers any leasehold, but not fee,
interest in any Real Estate Asset of the Borrower or its Subsidiaries, (ii)


 


125

















 


take such actions as shall be reasonably required to release
the security interests in any Digital Cinema Equipment granted prior to the
Closing Date and (iii) execute such documents as necessary to release
United Artists Theatre Circuit II, LLC, a UA Subsidiary, as a Guarantor and a
Grantor (as defined in the Guaranty and Collateral Agreement) under the Loan
Documents and to terminate any UCC financing statements filed against such
Person.


 


9.23        Effectiveness.  This Agreement shall become effective upon
the execution of a counterpart hereof by each of the parties hereto and receipt
by Borrower and Administrative Agent of written or telephonic notification of
such execution and authorization of delivery thereof.


 


9.24        Existing
Agreements Superseded.  As
and to the extent set forth in Section 1.4, the Fifth Restated
Credit Agreement is superseded by this Agreement, which has been executed in
renewal, amendment, restatement and modification, but not in novation or
extinguishment of, the obligations under the Fifth Restated Credit Agreement.


 


[Remainder of page intentionally
left blank]


 


126

















 


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


 


	
   

  	
  REGAL CINEMAS CORPORATION,

  
	
   

  	
  as Borrower

  
	
   

  	
   

  
	
   

  	
   

  
	
   

  	
  By:

  	
  /s/ David H. Ownby

  
	
   

  	
   

  	
  Name:  David H. Ownby

  
	
   

  	
   

  	
  Title:  Chief Financial Officer

  



 


[Sixth Amended and Restated
Credit Agreement]


 

















 


	
   

  	
  CREDIT SUISSE AG, CAYMAN ISLANDS BRANCH,

  
	
   

  	
  as Administrative Agent, Issuing Bank and a Lender

  
	
   

  	
   

  
	
   

  	
   

  
	
   

  	
  By:

  	
  /s/ Bill O’Daly

  
	
   

  	
   

  	
  Name: Bill O’Daly

  
	
   

  	
   

  	
  Title: Director

  
	
   

  	
   

  	
   

  
	
   

  	
   

  	
   

  
	
   

  	
  By:

  	
  /s/ Mikhail Faybusovich

  
	
   

  	
   

  	
  Name: Mikhail Faybusovich

  
	
   

  	
   

  	
  Title: Vice President

  



 


[Sixth Amended and Restated
Credit Agreement]


 

















 


	
   

  	
  Deutsche Bank Trust Company Americas,

  
	
   

  	
  as a Lender

  
	
   

  	
   

  
	
   

  	
   

  
	
   

  	
  By:

  	
  /s/ Susan LeFevre

  
	
   

  	
   

  	
  Name: Susan LeFevre

  
	
   

  	
   

  	
  Title: Managing Director

  
	
   

  	
   

  	
   

  
	
   

  	
   

  	
   

  
	
   

  	
  By:

  	
  /s/ Paul O’Leary

  
	
   

  	
   

  	
  Name: Paul O’Leary

  
	
   

  	
   

  	
  Title: Director

  



 


[Sixth Amended and Restated
Credit Agreement]


 

















 


	
   

  	
  Bank of America, N.A., 

  
	
   

  	
  as a Lender

  
	
   

  	
   

  
	
   

  	
  By:

  	
  /s/ John M. Hall

  
	
   

  	
   

  	
  Name: John M. Hall

  
	
   

  	
   

  	
  Title: Senior Vice President

  



 


[Sixth
Amended and Restated Credit Agreement]


 

















 


	
   

  	
  Barclays Bank PLC,

  
	
   

  	
  as a Lender

  
	
   

  	
   

  
	
   

  	
  By:

  	
  /s/ Craig Malloy

  
	
   

  	
   

  	
  Name: Craig Malloy

  
	
   

  	
   

  	
  Title: Director

  



 


[Sixth
Amended and Restated Credit Agreement]


 

















 


APPENDIX A-1

TO SIXTH AMENDED AND RESTATED CREDIT AGREEMENT


 


1.  Existing
Term Loans


 


Term Loans outstanding under (and as defined in) the Fifth Restated
Credit Agreement immediately prior to the effectiveness of this Agreement in an
aggregate principal amount of $1,250,000,000.


 


2.  Existing
Revolving Loans


 


As of the Closing Date, immediately prior to the effectiveness of this
Agreement, there are no Revolving Loans outstanding under (and as defined in)
the Fifth Restated Credit Agreement.


 

















 


APPENDIX A-2

TO SIXTH AMENDED AND RESTATED CREDIT AGREEMENT


 


Revolving
Commitments


 


	
  Lender

  	
   

  	
  Revolving Loan

  Commitment

  	
   

  
	
  Credit Suisse AG, Cayman
  Islands Branch

  	
   

  	
  $

  	
  30,000,000

  	
   

  
	
  Barclays Bank PLC

  	
   

  	
  $

  	
  20,000,000

  	
   

  
	
  Bank of America, N.A.

  	
   

  	
  $

  	
  17,500,000

  	
   

  
	
  Deutsche Bank Trust
  Company Americas

  	
   

  	
  $

  	
  17,500,000

  	
   

  
	
  Total

  	
   

  	
  $

  	
  85,000,000.00

  	
   

  



 

















 


APPENDIX B

TO SIXTH AMENDED AND RESTATED CREDIT AGREEMENT


 


Notice Addresses


 


	
  REGAL
  CINEMAS CORPORATION,

  as Borrower

  7132 Regal Lane

  Knoxville, TN 37918

  Attention: Amy E. Miles, CEO

  Facsimile: (865) 922-3188

  Telephone: (865) 925-1123

  	
   

  	
  with a copy to:



  Hogan Lovells US LLP

  Columbia Square

  555 Thirteenth Street, NW

  Washington, DC 20004

  Attention: Gordon C. Wilson, Esq.

  Facsimile: (202) 637-5910

  Telephone: (202) 637-5711

  
	
   

  	
   

  	
   

  
	
   

  	
   

  	
  with an additional copy
  to:

  
	
   

  	
   

  	
   

  
	
   

  	
   

  	
  Regal Cinemas, Inc.

  7132 Regal Lane

  Knoxville, TN 37918

  Attention: General Counsel

  Facsimile: (865) 922-3188

  Telephone: (865) 922-1123

  
	
   

  	
   

  	
   

  
	
  Credit
  Suisse AG, Cayman Islands Branch,

  as Administrative Agent (for funding notices), Arranger, Swingline
  Lender, and Issuing Bank

  11 Madison Avenue

  New York, New York 10010-3629

  Attention: Agency Group

  Facsimile: (212) 325-8304

  Telephone: (212) 325-9205

  	
   

  	
  (no copy recipients)

  
	
   

  	
   

  	
   

  
	
  Credit
  Suisse AG, Cayman Islands Branch,

  as Administrative Agent (for all purposes other than funding notices)

  11 Madison Avenue

  New York, New York 10010-3629

  Attention: William O’Daly

  Facsimile: (212) 743-2254

  Telephone: (212) 325-1986

  	
   

  	
  with a copy to:

   

  Skadden, Arps, Slate,
  Meagher & Flom LLP

  300 South Grand Avenue

  Los Angeles, California 90071

  Attention: David C. Reamer, Esq.

  Facsimile: (212) 621-5600

  Telephone: (213) 687-5000

  



 


S-3

















 


	
   

  	
   

  	
   

  
	
  Barclays
  Bank PLC

  Address: 70 Hudson Street

  Jersey City, NJ 07302

  Attention: Joann Olivencia

  Facsimile: 212 412 7401

  Telephone: 201 499 3727

  	
   

  	
  (no copy recipients)

  
	
   

  	
   

  	
   

  
	
  Bank of
  America, N.A.

  Address: 550 W. Main St.,

  Suite 800

  Knoxville, TN 37902

  Attention: John M. Hall

  Facsimile: 865-244-3275

  Telephone: 865-244-3272

  	
   

  	
  Bank of America, N.A.

  Address: 550 W. Main St.,

  Suite 800

  Knoxville, TN 37902

  Attention: Doris Phillips

  Facsimile: 865-244-4587

  Telephone: 865-244-3268

  
	
   

  	
   

  	
   

  
	
  Deutsche
  Bank Trust Company Americas

  Address: 60 Wall Street

  New York, NY 10005

  Attention: Susan LeFevre

  Facsimile: 212-797-5692 / 5690

  Telephone: 212-250-6114

  	
   

  	
  (no copy recipients)

  



 


S-4
















 


SCHEDULE 1.1


 


EXISTING LETTERS OF CREDIT


 


	
  Alias

  	
   

  	
  Pricing Option

  	
   

  	
  Status

  	
   

  	
  Facility/Borrower

  	
   

  	
  Current Amount

  	
   

  
	
  TS-07002293

  	
   

  	
  Standby Letter of Credit

  	
   

  	
  Active

  	
   

  	
  5-YEAR REVOLVER / REGAL CINEMAS CORPORATION

  	
   

  	
  296,000.00

  	
   

  
	
  TS-07004604

  	
   

  	
  Standby Letter of Credit

  	
   

  	
  Active

  	
   

  	
  5-YEAR REVOLVER / REGAL CINEMAS CORPORATION

  	
   

  	
  1,705,537.92

  	
   

  
	
  TS07002084

  	
   

  	
  Standby Letter of Credit

  	
   

  	
  Active

  	
   

  	
  5-YEAR REVOLVER / REGAL CINEMAS CORPORATION

  	
   

  	
  662,480.00

  	
   

  



 


S-5

















 


SCHEDULE 1.1A


 


UNRESTRICTED SUBSIDIARIES


 


Regal CineMedia Holdings, LLC


Regal/Cinebarre Holdings, LLC


Cinebarre, LLC


Regal/DCIP Holdings, LLC


 


S-6

















 


SCHEDULE 4.3


 


CORPORATE EXISTENCE AND GOOD STANDING


 


NONE.


 


S-7

















 


SCHEDULE 4.4


 


CONSENTS, AUTHORIZATIONS, FILINGS AND NOTICES


 


NONE.


 


S-8

















 


SCHEDULE 4.6


 


MATERIAL LITIGATION


 


NONE.


 


S-9
















 


SCHEDULE 4.9(b)


 


TRADEMARKS, SERVICE MARKS AND TRADE NAMES


 


	
  Mark/Trade Name

  	
   

  	
  Registrant/Holder

  	
   

  	
  Jurisdiction

  Issued or

  Registered

  	
   

  	
  Registration or

  Application

  Number

  	
   

  	
  Date of Registration

  or Application

  	
   

  	
  Date of Expiration

  or Status

  
	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  
	
  Misc. Crown Design

   

  

  	
   

  	
  Applicant: Regal Cinemas, Inc.

  	
   

  	
  US

  	
   

  	
  77/815,573

   

  (Application Number)

  	
   

  	
  August 28, 2009

   

  (Application Date)

  	
   

  	
  Pending

  
	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  
	
  Misc. Crown Design

   

  

  	
   

  	
  Applicant: Regal Cinemas, Inc.

  	
   

  	
  US

  	
   

  	
  77/815,576

   

  (Application Number)

  	
   

  	
  August 28, 2009

   

  (Application Date)

  	
   

  	
  Pending

  
	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  
	
  REGAL CINEMAS

  	
   

  	
  Registrant: Regal Cinemas, Inc.

   

  Holder: Regal Cinemas, Inc.

  	
   

  	
  US

  	
   

  	
  1,893,390

  	
   

  	
  May 9, 1995

  	
   

  	
  May 8, 2015

   

  (Renewed)

  
	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  
	
  REGAL CINEMAS (& Horizontal Crown Design)

   

  

  	
   

  	
  Applicant: Regal Cinemas, Inc.

  	
   

  	
  US

  	
   

  	
  77/808,805

   

  (Application Number)

  	
   

  	
  August 20, 2009

   

  (Application Date)

  	
   

  	
  Pending

  
	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  
	
  REGAL CINEMAS (& Vertical Crown Design)

   

  

  	
   

  	
  Applicant: Regal Cinemas, Inc.

  	
   

  	
  US

  	
   

  	
  77/808,807

   

  (Application Number)

  	
   

  	
  August 20, 2009

   

  (Application Date)

  	
   

  	
  Pending

  
	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  
	
  REGAL CINEMAS (& Reel Design)

   

  

  	
   

  	
  Registrant: Regal Cinemas, Inc.

   

  Holder: Regal Cinemas, Inc.

  	
   

  	
  US

  	
   

  	
  1,887,534

  	
   

  	
  April 4, 1995

  	
   

  	
  April 4, 2015

   

  (Renewed)

  
	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  
	
  EDWARDS

  	
   

  	
  Registrant: Edwards Theatres Circuit, Inc.

   

  Holder: Edwards Theatres, Inc.

  	
   

  	
  US

  	
   

  	
  2,038,191

  	
   

  	
  February 18, 1997

  	
   

  	
  February 18, 2017

   

  (Renewed)

  



 


S-10

















 


	
  Mark/Trade Name

  	
   

  	
  Registrant/Holder

  	
   

  	
  Jurisdiction

  Issued or

  Registered

  	
   

  	
  Registration or

  Application

  Number

  	
   

  	
  Date of Registration

  or Application

  	
   

  	
  Date of Expiration

  or Status

  
	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  
	
  E (& Design)

   

  

  	
   

  	
  Registrant: Edwards Theatres, Inc.

   

  Holder: Edwards Theatres, Inc.

  	
   

  	
  US

  	
   

  	
  2,282,837

  	
   

  	
  October 5, 1999

  	
   

  	
  October 5, 2019

   

  (Renewed)

  
	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  
	
  E (& Design)

   

  

  	
   

  	
  Registrant: Edwards Theatres, Inc.

   

  Holder: Edwards Theatres, Inc.

  	
   

  	
  Canada

  	
   

  	
  538,504

  	
   

  	
  December 11, 2000

  	
   

  	
  December 11, 2015

  
	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  
	
  E (& Design)

   

  

  	
   

  	
  Registrant: Edwards Theatres, Inc.

   

  Holder: Edwards Theatres, Inc.

  	
   

  	
  US

  	
   

  	
  2,284,802

  	
   

  	
  October 12, 1999

  	
   

  	
  October 12, 2019

   

  (Renewed)

  
	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  
	
  REGAL CINEMEDIA

  	
   

  	
  Registrant: Regal CineMedia Corporation

  	
   

  	
  US

  	
   

  	
  2,960,095

  	
   

  	
  June 7, 2005

  	
   

  	
  June 7, 2015

   

  Declaration of Use

   

  June 7, 2011

  
	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  
	
  Misc. Crown Design

   

  

  	
   

  	
  Registrant: Regal CineMedia Corporation

  	
   

  	
  US

  	
   

  	
  2,998,582

  	
   

  	
  September 20, 2005

  	
   

  	
  September 20, 2015

   

  Declaration of Use

   

  September 20, 2011

  
	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  
	
  REGAL CINEMEETING & EVENTS

  	
   

  	
  Registrant: Regal CineMedia Corporation

  	
   

  	
  US

  	
   

  	
  2,887,185

  	
   

  	
  September 21, 2004

  	
   

  	
  September 21, 2014

   

  Declaration of Use

   

  September 21, 2010

  
	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  
	
  REGAL DIGITAL CONTENT NETWORK

  	
   

  	
  Registrant: Regal CineMedia Corporation

  	
   

  	
  US

  	
   

  	
  2,942,568

  	
   

  	
  April 19, 2005

  	
   

  	
  April 19, 2015

   

  Declaration of Use

   

  April 19, 2011

  



 


S-11

















 


	
  Mark/Trade Name

  	
   

  	
  Registrant/Holder

  	
   

  	
  Jurisdiction

  Issued or

  Registered

  	
   

  	
  Registration or

  Application

  Number

  	
   

  	
  Date of Registration

  or Application

  	
   

  	
  Date of Expiration

  or Status

  
	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  
	
  THE 2WENTY (& Design)

   

  

  	
   

  	
  Registrant: Regal CineMedia Corporation

  	
   

  	
  US

  	
   

  	
  2,930,126

  	
   

  	
  March 8, 2005

  	
   

  	
  March 8, 2015

   

  Declaration of Use

   

  March 8, 2011

  
	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  
	
  THE 2WENTY

  	
   

  	
  Registrant: Regal CineMedia Corporation

  	
   

  	
  US

  	
   

  	
  3,175,779

  	
   

  	
  November 28, 2006

  	
   

  	
  November 28, 2016

   

  Declaration of Use

   

  November 28, 2012

  
	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  
	
  REGAL CINEMEETINGS & EVENTS (& New Crown Design)

   

  

  	
   

  	
  Registrant: Regal CineMedia Corporation

  	
   

  	
  US

  	
   

  	
  3,047,577

  	
   

  	
  January 24, 2006

  	
   

  	
  January 24, 2016

   

  Declaration of Use

   

  January 24, 2012

  
	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  
	
  REGAL CINEMEDIA CORPORATION (& Crown Design)

   

  

  	
   

  	
  Registrant: Regal CineMedia Corporation

  	
   

  	
  US

  	
   

  	
  3,014,566

  	
   

  	
  November 15, 2005

  	
   

  	
  November 15, 2015

   

  Declaration of Use

   

  November 15, 2011

  
	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  
	
  REGAL CINEMEDIA CORPORATION

  	
   

  	
  Registrant: Regal CineMedia Corporation

  	
   

  	
  US

  	
   

  	
  3,089,100

  	
   

  	
  May 9, 2006

  	
   

  	
  May 9, 2016

   

  Declaration of Use

   

  May 9, 2012

  
	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  
	
  BIG SCREEN CLASSROOM

  	
   

  	
  Registrant: Regal CineMedia Corporation

  	
   

  	
  US

  	
   

  	
  3,398,392

  	
   

  	
  March 18, 2008

  	
   

  	
  March 18, 2018

   

  Declaration of Use

   

  March 18, 2014

  
	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  
	
  BIGGS’ ADVENTURE

  	
   

  	
  Registrant: Regal CineMedia Corporation

  	
   

  	
  US

  	
   

  	
  3,076,275

  	
   

  	
  April 4, 2006

  	
   

  	
  April 4, 2016

   

  Declaration of Use

   

  April 4, 2012

  
	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  
	
  WIDESCREEN RADIO (& Design)

   

  

  	
   

  	
  Registrant: Regal CineMedia Corporation

  	
   

  	
  US

  	
   

  	
  3,146,373

  	
   

  	
  September 19, 2006

  	
   

  	
  September 19, 2016

   

  Declaration of Use

   

  September 19, 2012

  



 


S-12

















 


	
  Mark/Trade Name

  	
   

  	
  Registrant/Holder

  	
   

  	
  Jurisdiction

  Issued or

  Registered

  	
   

  	
  Registration or

  Application

  Number

  	
   

  	
  Date of Registration

  or Application

  	
   

  	
  Date of Expiration

  or Status

  
	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  
	
  CORPORATE BOX OFFICE

  	
   

  	
  Registrant: Regal CineMedia Corporation

  	
   

  	
  US

  	
   

  	
  3,022,182

  	
   

  	
  November 29, 2005

  	
   

  	
  November 29, 2015

   

  Declaration of Use

   

  November 29, 2011

  
	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  
	
  THE REGAL MARQUEE

  	
   

  	
  Registrant: Regal CineMedia Corporation

  	
   

  	
  US

  	
   

  	
  3,001,808

  	
   

  	
  September 27, 2005

  	
   

  	
  September 27, 2015

   

  Declaration of Use

   

  September 27, 2011

  
	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  
	
  MOVIE MOM’S CLUB

  	
   

  	
  Registrant: Consolidated Theatres Management, LLC

  	
   

  	
  US

  	
   

  	
  3,076,559

  	
   

  	
  April 4, 2006

  	
   

  	
  April 4, 2016

   

  Declaration of Use

   

  April 4, 2012

  
	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  
	
  CINEMA CASH

  	
   

  	
  Registrant: Hoyts Cinemas Corporation

  	
   

  	
  US

  	
   

  	
  1,669,418

  	
   

  	
  December 24, 1991

  	
   

  	
  December 24, 2011

   

  (Renewed)

  



 


S-13
















 


SCHEDULE 4.9(c)


 


PATENTS


 


	
  Applicant/ Assignee

  	
   

  	
  Docket#/Title

  	
   

  	
  Jurisdiction

  	
   

  	
  Application

  Number

  	
   

  	
  Date of

  Application

  	
   

  	
  Patent No./Issue

  Date

  	
   

  
	
  Regal Cinemedia Corporation

  	
   

  	
  REGA0001

  System and Method for Scheduling In-Theatre Advertising

  	
   

  	
  USPTO

  	
   

  	
  10/386,366

  	
   

  	
  03/11/2003

  	
   

  	
  n/a

  	
   

  
	
  Regal Cinemedia Corporation

  	
   

  	
  REGA0001
  CIP

  System and Method for Scheduling Digital Cinema Content

  	
   

  	
  USPTO

  	
   

  	
  10/458,034

  	
   

  	
  06/10/2003

  	
   

  	
  n/a

  	
   

  
	
  Regal Cinemedia Corporation

  	
   

  	
  REGA0001
  EPO

  System and Method for Scheduling In-Theatre Advertising

  	
   

  	
  EPO

  	
   

  	
  03816280.6

  	
   

  	
  12/12/2003

  	
   

  	
  n/a

  	
   

  
	
  Regal Cinemedia Corporation

  	
   

  	
  REGA0001
  JPN

  System and Method for Scheduling In-Theatre Advertising And Digital Content

  	
   

  	
  Japan

  	
   

  	
  569421/2004

  	
   

  	
  12/12/2003

  	
   

  	
  n/a

  dropped

  	
   

  
	
  Regal Cinemedia Corporation

  	
   

  	
  REGA0001
  CAN

  System and Method for Scheduling In-Theatre Advertising

  	
   

  	
  Canada

  	
   

  	
  2,518,500

  	
   

  	
  12/12/2003

  	
   

  	
  n/a

  	
   

  
	
  Regal Cinemedia Corporation

  	
   

  	
  REGA0002

  Digital Projector Automation

  	
   

  	
  USPTO

  	
   

  	
  10/458,589

  	
   

  	
  06/10/2003

  	
   

  	
  6,914,662

  07/05/2005

  	
   

  
	
  Regal Cinemedia Corporation

  	
   

  	
  REGA0002
  EPO

  Digital Projector Automation

  	
   

  	
  EPO

  	
   

  	
  04718127.6

  	
   

  	
  03/05/2004

  	
   

  	
  n/a

  	
   

  
	
  Regal Cinemedia Corporation

  	
   

  	
  REGA0002
  JPN

  Digital Projector Automation

  	
   

  	
  Japan

  	
   

  	
  532316/2006

  	
   

  	
  03/05/2004

  	
   

  	
  n/a

  	
   

  
	
  Regal Cinemedia Corporation

  	
   

  	
  REGA0002
  AUS

  Digital Projector Automation

  	
   

  	
  Australia

  	
   

  	
  2004256701

  	
   

  	
  03/05/2004

  	
   

  	
  2004256701

  08/27/2009

  	
   

  
	
  Regal Cinemedia Corporation

  	
   

  	
  REGA0002
  CAN

  Digital Projector Automation

  	
   

  	
  Canada

  	
   

  	
  2,528,462

  	
   

  	
  03/05/2004

  	
   

  	
  n/a

  	
   

  
	
  Regal Cinemedia Corporation

  	
   

  	
  REGA0003

  System and Method for Selling Presentation Times in a Digital Media Stream

  	
   

  	
  USPTO

  	
   

  	
  10/641,173

  	
   

  	
  08/14/2003

  	
   

  	
  n/a

  	
   

  
	
  Regal Cinemedia Corporation

  	
   

  	
  REGA0004

  Digital Controller Unit for Projector Automation Systems

  	
   

  	
  USPTO

  	
   

  	
  11/099,099

  	
   

  	
  04/05/2005

  	
   

  	
  7,199,857

  04/03/2007

  	
   

  
	
  Regal Cinemedia Corporation

  	
   

  	
  REGA0004
  PCT

  Digital Controller Unit for Projector Automation Systems

  	
   

  	
  WIPO

  	
   

  	
  PCT/US2006/

  010190

  	
   

  	
  03/21/2006

  	
   

  	
  n/a

  PCT complete

  	
   

  
	
  Regal Cinemedia Corporation

  	
   

  	
  REGA0004
  CA

  Digital Controller Unit for Projector Automation Systems

  	
   

  	
  CA

  	
   

  	
  2,603,392

  	
   

  	
  03/21/2006

  	
   

  	
  n/a

  	
   

  
	
  Regal Cinemedia Corporation

  	
   

  	
  REGA0004
  PCT

  Digital Controller Unit for Projector Automation Systems

  	
   

  	
  EP

  	
   

  	
  06748507.8

  	
   

  	
  03/21/2006

  	
   

  	
  n/a

  	
   

  



 


S-14

















 


	
  Regal Cinemedia Corporation

  	
   

  	
  REGA0004
  PCT

  Digital Controller Unit for Projector Automation Systems

  	
   

  	
  AU

  	
   

  	
  2006232969

  	
   

  	
  03/21/2006

  	
   

  	
  n/a

  	
   

  
	
  Regal Cinemedia Corporation

  	
   

  	
  REGA0005

  Multi-Channel Audio Switch

  	
   

  	
  USPTO

  	
   

  	
  11/099,101

  	
   

  	
  04/05/2005

  	
   

  	
  n/a

  	
   

  
	
  Regal Cinemedia Corporation

  	
   

  	
  REGA0005
  PCT

  Multi-Channel Audio Switch

  	
   

  	
  WIPO

  	
   

  	
  PCT/US2006/

  010188

  	
   

  	
  03/21/2006

  	
   

  	
  n/a

  PCT complete

  	
   

  



 


S-15

















 


SCHEDULE 4.9(d)


 


COPYRIGHTS


 


	
  Copyright Name

  	
   

  	
  Registrant

  	
   

  	
  Jurisdiction

  Issued or

  Registered

  	
   

  	
  Registration or

  Application

  Number

  	
   

  	
  Date of Registration

  or Application

  	
   

  	
  Date of Expiration

  	
   

  
	
  WORLD OF ENTERTAINMENT
  Version 1

  	
   

  	
  Regal CineMedia Corporation

  	
   

  	
  USCO

  	
   

  	
  VA-1-247-224

  	
   

  	
  December 17, 2003

  	
   

  	
  2098

  	
   

  
	
  WORLD OF ENTERTAINMENT
  Version 2

  	
   

  	
  Regal CineMedia Corporation

  	
   

  	
  USCO

  	
   

  	
  VA-1-260-390

  	
   

  	
  December 17, 2003

  	
   

  	
  2098

  	
   

  



 


S-16

















 


SCHEDULE 4.9(e)


 


INTELLECTUAL PROPERTY LICENSES


 


1.             The advertising
agreement entered into with the party below and other advertising agreements as
entered into the ordinary course of business:


 


·                  Fandango, Inc.


 


2.             The software license agreements
entered into with the parties below and other software license agreements as
entered into in the ordinary course of business:


 


·                  Amended and
Restated Software License Agreement by and among Regal CineMedia Corporation,
American Multi-Cinema, Inc., Cinemark USA, Inc., and National
CineMedia, LLC


 


3.             The concessions and soft
drink agreements entered into with the parties below and other concessions and
soft drink agreements as entered into in the ordinary course of business:


 


·                  Coca-Cola


 


4.             Exhibitor Services
Agreement, between Regal Cinemas, Inc. and National CineMedia, LLC.


 


5.             Other licenses, sublicenses
and agreements pursuant to theater equipment licenses, film products and
on-screen content, all as entered into in the ordinary course of business.


 


S-17
















 


SCHEDULE 4.15


 


SUBSIDIARIES


 


Direct Subsidiaries of Borrower:


 


	
  Name

  	
   

  	
  Jurisdiction of

  Incorporation

  	
   

  	
  %age

  Owned

  	
   

  	
  Class of

  Stock

  	
   

  	
  Shares

  Outstanding

  
	
  Regal
  Cinemas, Inc.

  	
   

  	
  TN

  	
   

  	
  100%

  	
   

  	
  Common

  	
   

  	
  7,500,000

  



 


Direct Subsidiaries of Regal Cinemas, Inc.


 


	
  Name

  	
   

  	
  Jurisdiction of

  Incorporation

  	
   

  	
  %age

  Owned

  	
   

  	
  Class of

  Stock

  	
   

  	
  Shares

  Outstanding

  
	
  Edwards Theatres, Inc.

  	
   

  	
  DE

  	
   

  	
  100%

  	
   

  	
  Class A  

  	
   

  	
  630,000

  
	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
  Common

  	
   

  	
   

  
	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
  Class B 

  	
   

  	
  604,999

  
	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
  Common

  	
   

  	
   

  
	
  Regal Investment Company

  	
   

  	
  CO

  	
   

  	
  100%

  	
   

  	
  Common

  	
   

  	
  1,000

  
	
  R.C. Cobb, Inc.

  	
   

  	
  AL

  	
   

  	
  100%

  	
   

  	
  Common

  	
   

  	
  1,000

  
	
  Regal Cinemas Holdings, Inc.

  	
   

  	
  DE

  	
   

  	
  100%

  	
   

  	
  Common

  	
   

  	
  100

  
	
  United Artists Theatre Company

  	
   

  	
  DE

  	
   

  	
  100%

  	
   

  	
  Common

  	
   

  	
  1,000

  
	
  Regal CineMedia Corporation

  	
   

  	
  VA

  	
   

  	
  100%

  	
   

  	
  Common

  	
   

  	
  5,000

  
	
  Hoyts Cinemas Corporation

  	
   

  	
  DE

  	
   

  	
  100%

  	
   

  	
  Common

  	
   

  	
  100

  
	
  Eastgate Theatre, Inc.

  	
   

  	
  OR

  	
   

  	
  100%

  	
   

  	
  Common 

  	
   

  	
  38,708

  
	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
  Preferred

  	
   

  	
  95,442

  
	
  A 3 Theatres of Texas, Inc.

  	
   

  	
  DE

  	
   

  	
  100%

  	
   

  	
  Common

  	
   

  	
  100

  
	
  A 3 Theatres of San Antonio, Ltd.

  	
   

  	
  TX

  	
   

  	
  99.10%

  	
   

  	
  General Partnership Interest

  
	
  RCI/FSSC, LLC

  	
   

  	
  NY

  	
   

  	
  100%

  	
   

  	
  Membership Interests

  
	
  RCI/RMS, LLC

  	
   

  	
  DE

  	
   

  	
  96%

  	
   

  	
  Membership Interests

  
	
  Regal Gallery Place, LLC

  	
   

  	
  DC

  	
   

  	
  100%

  	
   

  	
  Membership Interests

  
	
  Regal Cinemas II, LLC

  	
   

  	
  DE

  	
   

  	
  100%

  	
   

  	
  Membership Interests

  
	
  Consolidated Theatres
  Management, L.L.C.

  	
   

  	
  DE

  	
   

  	
  100%

  	
   

  	
  Membership Interests

  
	
  Richmond I Cinemas, L.L.C.

  	
   

  	
  DE

  	
   

  	
  100%

  	
   

  	
  Membership Interests

  
	
  Regal/DCIP Holdings, LLC

  	
   

  	
  DE

  	
   

  	
  100%

  	
   

  	
  Membership Interests

  
	
  Regal/Cinebarre Holdings,
  LLC

  	
   

  	
  DE

  	
   

  	
  100%

  	
   

  	
  Membership Interests

  



 


Direct Subsidiaries of United Artists Theater
Company:


 


	
  Name

  	
   

  	
  Jurisdiction of

  Incorporation

  	
   

  	
  %age

  Owned

  	
   

  	
  Class of

  Stock

  	
   

  	
  Shares

  Outstanding

  
	
  United
  Artists Theatre Circuit, Inc.

  	
   

  	
  MD

  	
   

  	
  100%

  	
   

  	
  Common

  	
   

  	
  100

  
	
  United
  Artists Realty Company

  	
   

  	
  DE

  	
   

  	
  100%

  	
   

  	
  Common

  	
   

  	
  130

  



 


S-18

















 


Direct Subsidiaries of Hoyts Cinemas
Corporation


 


	
  Name

  	
   

  	
  Jurisdiction of

  Incorporation

  	
   

  	
  %age

  Owned

  	
   

  	
  Class of

  Stock

  	
   

  	
  Shares

  Outstanding

  
	
  Interstate
  Theatres Corporation

  	
   

  	
  MA

  	
   

  	
  100%

  	
   

  	
  Common

  	
   

  	
  1,000,000

  



 


Direct Subsidiaries of Interstate Theatres
Corporation


 


	
  Name

  	
   

  	
  Jurisdiction of

  Incorporation

  	
   

  	
  %age

  Owned

  	
   

  	
  Class of

  Stock

  	
   

  	
  Shares

  Outstanding

  
	
  Frederick
  Plaza Cinema, Inc.

  	
   

  	
  MD

  	
   

  	
  100%

  	
   

  	
  Common

  	
   

  	
  5

  
	
  UA
  Swansea, LLC

  	
   

  	
  TN

  	
   

  	
  100%

  	
   

  	
  Membership
  Interests

  



 


Direct Subsidiaries of R.C. Cobb, Inc.


 


	
  Name

  	
   

  	
  Jurisdiction of

  Incorporation

  	
   

  	
  %age

  Owned

  	
   

  	
  Class of

  Stock

  	
   

  	
  Shares

  Outstanding

  
	
  R.C.
  Cobb II, LLC

  	
   

  	
  DE

  	
   

  	
  100%

  	
   

  	
  Membership
  Interests

  



 


Direct Subsidiaries of Regal/Cinebarre
Holdings, LLC


 


	
  Name

  	
   

  	
  Jurisdiction of

  Incorporation

  	
   

  	
  %age

  Owned

  	
   

  	
  Class of

  Stock

  	
   

  	
  Shares

  Outstanding

  
	
  Cinebarre,
  LLC

  	
   

  	
  DE

  	
   

  	
  100%

  	
   

  	
  Membership
  Interests

  



 


Direct Subsidiaries of United Artists Realty
Company


 


	
  Name

  	
   

  	
  Jurisdiction of

  Incorporation

  	
   

  	
  %age

  Owned

  	
   

  	
  Class of

  Stock

  	
   

  	
  Shares

  Outstanding

  
	
  United
  Artists Properties I Corp.

  	
   

  	
  CO

  	
   

  	
  100%

  	
   

  	
  Common

  	
   

  	
  1,000

  



 


Direct Subsidiaries of Regal CineMedia
Corporation:


 


	
  Name

  	
   

  	
  Jurisdiction of

  Incorporation

  	
   

  	
  %age

  Owned

  	
   

  	
  Class of

  Stock

  	
   

  	
  Shares

  Outstanding

  
	
  Regal
  CineMedia Holdings, LLC

  	
   

  	
  DE

  	
   

  	
  100%

  	
   

  	
  Membership
  Interests

  



 


Direct Subsidiaries of United Artists Theatre
Circuit, Inc.


 


	
  Name

  	
   

  	
  Jurisdiction of

  Incorporation

  	
   

  	
  %age

  Owned

  	
   

  	
  Class of

  Stock

  	
   

  	
  Shares

  Outstanding

  
	
  United
  Artists Theatre Circuit II, LLC

  	
   

  	
  DE

  	
   

  	
  100%

  	
   

  	
  Membership
  Interests

  
	
  R and S Theaters, Inc.

  	
   

  	
  MS

  	
   

  	
  51%

  	
   

  	
  TBD

  	
   

  	
  TBD

  
	
  San Francisco Theaters, Inc.

  	
   

  	
  CA

  	
   

  	
  80%

  	
   

  	
  TBD

  	
   

  	
  TBD

  
	
  UA Mexico Holdings, S.A. de C.V.

  	
   

  	
  Mexico

  	
   

  	
  100%

  	
   

  	
  TBD

  	
   

  	
  TBD

  
	
  UA
  SHOR LLC

  	
   

  	
  DE

  	
   

  	
  100%

  	
   

  	
  Membership
  Interests

  
	
  Multimatic Displays, Inc.

  	
   

  	
  NY

  	
   

  	
  60%

  	
   

  	
  TBD

  	
   

  	
  TBD

  



 


Direct Subsidiaries of San Francisco Theatres, Inc.


 


	
  Name

  	
   

  	
  Jurisdiction of

  Incorporation

  	
   

  	
  %age

  Owned

  	
   

  	
  Class of

  Stock

  	
   

  	
  Shares

  Outstanding

  
	
  United
  Stonestown Corporation

  	
   

  	
  CA

  	
   

  	
  100%

  	
   

  	
  TBD

  	
   

  	
  TBD

  



 


Direct Subsidiaries of United Stonestown
Corporation


 


	
  Name

  	
   

  	
  Jurisdiction of

  Incorporation

  	
   

  	
  %age

  Owned

  	
   

  	
  Class of

  Stock

  	
   

  	
  Shares

  Outstanding

  
	
  Rio
  Rich Theatres Ventures

  	
   

  	
  CA

  	
   

  	
  51%

  	
   

  	
  General
  Partnership Interests

  



 


S-19

















 


Direct Subsidiaries of UA SHOR LLC


 


	
  Name

  	
   

  	
  Jurisdiction of

  Incorporation

  	
   

  	
  %age

  Owned

  	
   

  	
  Class of

  Stock

  	
   

  	
  Shares

  Outstanding

  
	
  Staten
  Theatre Group

  	
   

  	
  NY

  	
   

  	
  100%

  	
   

  	
  General Partnership Interests

  
	
  Staten
  Theatre Group II

  	
   

  	
  NY

  	
   

  	
  100%

  	
   

  	
  General Partnership Interests

  



 


Direct Subsidiaries of Staten Theatre Group


 


	
  Name

  	
   

  	
  Jurisdiction of

  Incorporation

  	
   

  	
  %age

  Owned

  	
   

  	
  Class of

  Stock

  	
   

  	
  Shares

  Outstanding

  
	
  Ochtel
  Partnership

  	
   

  	
  NY

  	
   

  	
  100%

  	
   

  	
  General
  Partnership Interests

  
	
  Palace
  Suite, Inc.

  	
   

  	
  NY

  	
   

  	
  100%

  	
   

  	
  TBD

  	
   

  	
  TBD

  



 


S-20

















 


SCHEDULE 4.17


 


ENVIRONMENTAL MATTERS


 


NONE.


 


S-21
















 


SCHEDULE 4.19(a)


 


UCC FILING JURISDICTIONS — COLLATERAL


 


	
  Entity

  	
   

  	
  Filing Office

  	
   

  	
  Chief Executive Office

  
	
   

  	
   

  	
   

  	
   

  	
   

  
	
  1.     Regal
  Cinemas Corporation

  	
   

  	
  Delaware
  Secretary of State

   

  	
   

  	
  7132
  Regal Lane

  Knoxville,
  TN 37918

  (865)
  922-1123

  (865)
  922-3188 (fax)

  
	
   

  	
   

  	
   

  	
   

  	
   

  
	
  2.     Regal
  Cinemas, Inc.

  	
   

  	
  Tennessee
  Secretary of State

  	
   

  	
  7132
  Regal Lane

  Knoxville,
  TN 37918

  (865)
  922-1123

  (865)
  922-3188 (fax)

  
	
   

  	
   

  	
   

  	
   

  	
   

  
	
  3.     Regal
  CineMedia Corporation

  	
   

  	
  Clerk of the State Corporation Commission of Virginia

  	
   

  	
  7132 Regal Lane

  Knoxville, TN 37918

  (865) 922-1123

  (865) 922-3188 (fax)

  
	
   

  	
   

  	
   

  	
   

  	
   

  
	
  4.     Edwards
  Theatres, Inc.

  	
   

  	
  Delaware
  Secretary of State

  	
   

  	
  7132
  Regal Lane

  Knoxville,
  TN 37918

  (865)
  922-1123

  (865)
  922-3188 (fax)

  
	
   

  	
   

  	
   

  	
   

  	
   

  
	
  5.     Hoyts
  Cinemas Corporation

  	
   

  	
  Delaware Secretary of State

  	
   

  	
  7132 Regal Lane

  Knoxville, TN 37918

  (865) 922-1123

  (865) 922-3188 (fax)

  
	
   

  	
   

  	
   

  	
   

  	
   

  
	
  6.     Interstate
  Theatres Corporation

  	
   

  	
  Massachusetts Secretary of the Commonwealth

  	
   

  	
  7132 Regal Lane

  Knoxville, TN 37918

  (865) 922-1123

  (865) 922-3188 (fax)

  
	
   

  	
   

  	
   

  	
   

  	
   

  
	
  7.     Frederick
  Plaza Cinema, Inc.

  	
   

  	
  Maryland State Department of Assessments of Taxation

  	
   

  	
  7132 Regal Lane

  Knoxville, TN 37918

  (865) 922-1123

  (865) 922-3188 (fax)

  
	
   

  	
   

  	
   

  	
   

  	
   

  
	
  8.     R. C.
  Cobb, Inc.

  	
   

  	
  Alabama
  Secretary of State

  	
   

  	
  7132
  Regal Lane

  Knoxville,
  TN 37918

  (865)
  922-1123

  (865)
  922-3188 (fax)

  
	
   

  	
   

  	
   

  	
   

  	
   

  
	
  9.     United
  Artists Theatre Company

  	
   

  	
  Delaware
  Secretary of State

  	
   

  	
  7132
  Regal Lane

  Knoxville,
  TN 37918

  (865)
  922-1123

  (865)
  922-3188 (fax)

  
	
   

  	
   

  	
   

  	
   

  	
   

  
	
  10.   United
  Artists Realty Company

  	
   

  	
  Delaware
  Secretary of State

  	
   

  	
  7132
  Regal Lane

  Knoxville,
  TN 37918

  (865)
  922-1123

  (865)
  922-3188 (fax)

  



 


S-22

















 


	
  11.   Regal
  Investment Company

  	
   

  	
  Colorado
  Secretary of State

  	
   

  	
  7132
  Regal Lane

  Knoxville,
  TN 37918

  (865)
  922-1123

  (865)
  922-3188 (fax)

  
	
   

  	
   

  	
   

  	
   

  	
   

  
	
  12.   A 3
  Theatres of Texas, Inc.

  	
   

  	
  Delaware
  Secretary of State

  	
   

  	
  7132
  Regal Lane

  Knoxville,
  TN 37918

  (865)
  922-1123

  (865)
  922-3188 (fax)

  
	
   

  	
   

  	
   

  	
   

  	
   

  
	
  13.   A 3
  Theatres of San Antonio, Ltd.

  	
   

  	
  Texas
  Secretary of State

  	
   

  	
  7132
  Regal Lane

  Knoxville,
  TN 37918

  (865)
  922-1123

  (865)
  922-3188 (fax)

  
	
   

  	
   

  	
   

  	
   

  	
   

  
	
  14.   United
  Artists Properties I Corp.

  	
   

  	
  Colorado
  Secretary of State

  	
   

  	
  7132
  Regal Lane

  Knoxville,
  TN 37918

  (865)
  922-1123

  (865)
  922-3188 (fax)

  
	
   

  	
   

  	
   

  	
   

  	
   

  
	
  15.   UA
  Swansea, LLC

  	
   

  	
  Tennessee
  Secretary of State

  	
   

  	
  7132
  Regal Lane

  Knoxville,
  TN 37918

  (865)
  922-1123

  (865)
  922-3188 (fax)

  
	
   

  	
   

  	
   

  	
   

  	
   

  
	
  16.   Eastgate
  Theatre, Inc.

  	
   

  	
  Oregon
  Secretary of State

  	
   

  	
  7132
  Regal Lane

  Knoxville,
  TN 37918

  (865)
  922-1123

  (865)
  922-3188 (fax)

  
	
   

  	
   

  	
   

  	
   

  	
   

  
	
  17.   Regal
  Gallery Place, LLC

  	
   

  	
  Office
  of the Recorder of Deeds in the District of Columbia

  	
   

  	
  7132
  Regal Lane

  Knoxville,
  TN 37918

  (865)
  922-1123

  (865)
  922-3188 (fax)

  
	
   

  	
   

  	
   

  	
   

  	
   

  
	
  18.   RCI/FSSC,
  LLC

  	
   

  	
  New
  York Secretary of State

  	
   

  	
  7132
  Regal Lane

  Knoxville,
  TN 37918

  (865)
  922-1123

  (865)
  922-3188 (fax)

  
	
   

  	
   

  	
   

  	
   

  	
   

  
	
  19.   Regal
  Entertainment Holdings, Inc.

  	
   

  	
  Delaware
  Secretary of State

  	
   

  	
  9110
  East Nichols Ave. #200

  Centennial,
  CO 80112

  (303)
  792-3600

  
	
   

  	
   

  	
   

  	
   

  	
   

  
	
  20.   RCI/RMS,
  LLC

  	
   

  	
  Delaware Secretary of State

  	
   

  	
  7132 Regal Lane

  Knoxville, TN 37918

  (865) 922-1123

  (865) 922-3188 (fax)

  
	
   

  	
   

  	
   

  	
   

  	
   

  
	
  21.   Regal
  Cinemas Holdings, Inc.

  	
   

  	
  Delaware Secretary of State

  	
   

  	
  7132 Regal Lane

  Knoxville, TN 37918

  (865) 922-1123

  (865) 922-3188 (fax)

  
	
   

  	
   

  	
   

  	
   

  	
   

  
	
  22.   Regal
  Cinemas II, LLC

  	
   

  	
  Delaware Secretary of State

  	
   

  	
  7132 Regal Lane

  Knoxville, TN 37918

  (865) 922-1123

  (865) 922-3188 (fax)

  



 


S-23

















 


	
  23.   R. C.
  Cobb II, LLC

  	
   

  	
  Delaware Secretary of State

  	
   

  	
  7132 Regal Lane

  Knoxville, TN 37918

  (865) 922-1123

  (865) 922-3188 (fax)

  
	
   

  	
   

  	
   

  	
   

  	
   

  
	
  24.   Consolidated
  Theatres Management, L.L.C.

  	
   

  	
  Delaware Secretary of State

  	
   

  	
  7132 Regal Lane

  Knoxville, TN 37918

  (865) 922-1123

  (865) 922-3188 (fax)

  
	
   

  	
   

  	
   

  	
   

  	
   

  
	
  25.   Richmond
  I Cinema, L.L.C.

  	
   

  	
  Delaware Secretary of State

  	
   

  	
  7132 Regal Lane

  Knoxville, TN 37918

  (865) 922-1123

  (865) 922-3188 (fax)

  



 


S-24

















 


SCHEDULE 4.19(b)


 


EXISTING MORTGAGES


 


	
  Theatre

  Number

  	
   

  	
  Theatre
  Name

  	
   

  	
  Theatre
  Location

  
	
  020918

  	
   

  	
  TOTEM 8 THEATRES

  	
   

  	
  AK

  
	
  050347

  	
   

  	
  HACIENDA CROSSING 20

  	
   

  	
  CA

  
	
  050357

  	
   

  	
  FOOTHILL TOWNE CENTER 22

  	
   

  	
  CA

  
	
  051009

  	
   

  	
  CAMARILLO 12

  	
   

  	
  CA

  
	
  051012

  	
   

  	
  LA VERNE STADIUM 12

  	
   

  	
  CA

  
	
  051028

  	
   

  	
  BREA STADIUM 12 EAST

  	
   

  	
  CA

  
	
  051029

  	
   

  	
  BREA STADIUM 10 WEST

  	
   

  	
  CA

  
	
  051804

  	
   

  	
  METRO 12, SAN JACINTO

  	
   

  	
  CA

  
	
  051185

  	
   

  	
  CLOVIS 8, CLOVIS

  	
   

  	
  CA

  
	
  100241

  	
   

  	
  THE AVENUES 20

  	
   

  	
  FL

  
	
  100285

  	
   

  	
  ORMOND BEACH CINEMA 12

  	
   

  	
  FL

  
	
  100418

  	
   

  	
  HOLLYWOOD 18, PORT RICHEY

  	
   

  	
  FL

  
	
  140620

  	
   

  	
  LAKE ZURICH 12

  	
   

  	
  IL

  
	
  210286

  	
   

  	
  BEL AIR CINEMA 14

  	
   

  	
  MD

  
	
  240793

  	
   

  	
  BROOKLYN CENTER 20

  	
   

  	
  MN

  
	
  341847

  	
   

  	
  TIMBERLYNE, CHAPEL HILL

  	
   

  	
  NC

  
	
  341848

  	
   

  	
  STARLIGHT, CHARLOTTE

  	
   

  	
  NC

  
	
  341845

  	
   

  	
  FRANKLIN SQUARE, GASTONIA

  	
   

  	
  NC

  
	
  341842

  	
   

  	
  BIRKDALE, HUNTERSVILLE

  	
   

  	
  NC

  
	
  341843

  	
   

  	
  BRIER CREEK, RALEIGH

  	
   

  	
  NC

  
	
  360238

  	
   

  	
  INDEPENDENCE 10

  	
   

  	
  OH

  
	
  380833

  	
   

  	
  ALBANY 7 CINEMAS

  	
   

  	
  OR

  
	
  380854

  	
   

  	
  WILSONVILLE 9 CINEMA

  	
   

  	
  OR

  
	
  380855

  	
   

  	
  MOVIES ON TV 16

  	
   

  	
  OR

  
	
  411853

  	
   

  	
  CINEMA 14, ANDERSON

  	
   

  	
  SC

  
	
  411855

  	
   

  	
  SANDHILL, RICHLAND COUNTY

  	
   

  	
  SC

  
	
  411854

  	
   

  	
  SWAMP FOX, FLORENCE COUNTY

  	
   

  	
  SC

  
	
  411851

  	
   

  	
  MT. PLEASANT, CHARLESTON

  	
   

  	
  SC

  
	
  411850

  	
   

  	
  AZALEA SQUARE

  	
   

  	
  SC

  
	
  440950

  	
   

  	
  METROPOLITAN 14

  	
   

  	
  TX

  
	
  470161

  	
   

  	
  KILN CREEK CINEMA 20

  	
   

  	
  VA

  
	
  480330

  	
   

  	
  TALL FIRS 10

  	
   

  	
  WA

  
	
  480880

  	
   

  	
  POULSBO 10

  	
   

  	
  WA

  
	
  480911

  	
   

  	
  MOUNT LAKE 9 THEATRE

  	
   

  	
  WA

  
	
  500733

  	
   

  	
  COLLEGE AVENUE 16

  	
   

  	
  WI

  



 


S-25

















 


SCHEDULE 4.24(a)


 


REAL ESTATE ASSETS


 


LEASES


 


	
  Lease

  No.

  	
   

  	
  Theatre Name

  	
   

  	
  City

  	
   

  	
  State

  
	
  02601

  	
   

  	
  Goldstream 16

  	
   

  	
  Fairbanks

  	
   

  	
  AK

  
	
  02922

  	
   

  	
  Dimond Center 9

  	
   

  	
  Anchorage

  	
   

  	
  AK

  
	
  01118

  	
   

  	
  River Oaks Cinema 8

  	
   

  	
  Decatur

  	
   

  	
  AL

  
	
  01427

  	
   

  	
  Hollywood 18 - Huntsville

  	
   

  	
  Huntsville

  	
   

  	
  AL

  
	
  01760

  	
   

  	
  Trussville 16

  	
   

  	
  Trussville

  	
   

  	
  AL

  
	
  041325

  	
   

  	
  Breckenridge 12

  	
   

  	
  Little Rock

  	
   

  	
  AR

  
	
  N/A

  	
   

  	
  Los Angeles Film Office

  	
   

  	
  Los Angeles

  	
   

  	
  CA

  
	
  050748

  	
   

  	
  Avenues 13

  	
   

  	
  Rolling Hills Estates

  	
   

  	
  CA

  
	
  050327

  	
   

  	
  Hemet Cinema 12

  	
   

  	
  Hemet

  	
   

  	
  CA

  
	
  050356

  	
   

  	
  Deer Valley 16

  	
   

  	
  Antioch

  	
   

  	
  CA

  
	
  050361

  	
   

  	
  Rancho Del Rey 16

  	
   

  	
  Chula Vista

  	
   

  	
  CA

  
	
  050364

  	
   

  	
  Garden Grove 16

  	
   

  	
  Garden Grove

  	
   

  	
  CA

  
	
  050388

  	
   

  	
  Parkway Plaza 18

  	
   

  	
  El Cajon

  	
   

  	
  CA

  
	
  050391

  	
   

  	
  Civic Center 16

  	
   

  	
  Simi Valley

  	
   

  	
  CA

  
	
  050665

  	
   

  	
  Corona Crossing 18

  	
   

  	
  Corona

  	
   

  	
  CA

  
	
  050704

  	
   

  	
  La Habra 16

  	
   

  	
  La Habra

  	
   

  	
  CA

  
	
  050708

  	
   

  	
  Oceanside 16

  	
   

  	
  Oceanside

  	
   

  	
  CA

  
	
  050774

  	
   

  	
  Natomas Marketplace 16

  	
   

  	
  Sacramento

  	
   

  	
  CA

  
	
  051001

  	
   

  	
  Island (aka “Fashion Island”)

  	
   

  	
  Newport Beach

  	
   

  	
  CA

  
	
  051002

  	
   

  	
  Tustin Market Place

  	
   

  	
  Tustin

  	
   

  	
  CA

  
	
  051003

  	
   

  	
  Anaheim Hills

  	
   

  	
  Anaheim

  	
   

  	
  CA

  
	
  051004

  	
   

  	
  Ocean Ranch

  	
   

  	
  Laguna Niguel

  	
   

  	
  CA

  
	
  051005

  	
   

  	
  Westpark Plaza

  	
   

  	
  Irvine

  	
   

  	
  CA

  
	
  051007

  	
   

  	
  Metro Pointe

  	
   

  	
  Costa Mesa

  	
   

  	
  CA

  
	
  051008

  	
   

  	
  Santa Maria

  	
   

  	
  Santa Maria

  	
   

  	
  CA

  
	
  051010

  	
   

  	
  Irvine Spectrum 21

  	
   

  	
  Irvine

  	
   

  	
  CA

  
	
  051011

  	
   

  	
  Rancho Santa Margarita

  	
   

  	
  Rancho Santa Margarita

  	
   

  	
  CA

  
	
  051013

  	
   

  	
  El Monte

  	
   

  	
  El Monte

  	
   

  	
  CA

  
	
  051014

  	
   

  	
  Triangle Square

  	
   

  	
  Costa Mesa

  	
   

  	
  CA

  
	
  051018

  	
   

  	
  Cerritos Towne Center

  	
   

  	
  Cerritos

  	
   

  	
  CA

  
	
  051024

  	
   

  	
  Newport Beach

  	
   

  	
  Newport Beach

  	
   

  	
  CA

  
	
  050016

  	
   

  	
  Newport Center—office

  	
   

  	
  Newport Beach

  	
   

  	
  CA

  
	
  051025

  	
   

  	
  University Town Center, Irvine

  	
   

  	
  Irvine

  	
   

  	
  CA

  



 


S-26

















 


	
  Lease

  No.

  	
   

  	
  Theatre Name

  	
   

  	
  City

  	
   

  	
  State

  
	
  051026

  	
   

  	
  Ontario Palace

  	
   

  	
  Ontario

  	
   

  	
  CA

  
	
  051030

  	
   

  	
  West Covina

  	
   

  	
  West Covina

  	
   

  	
  CA

  
	
  051031

  	
   

  	
  Bakersfield (aka “Marketplace at Bakersfield”)

  	
   

  	
  Bakersfield

  	
   

  	
  CA

  
	
  051032

  	
   

  	
  Aliso Viejo

  	
   

  	
  Aliso Viejo

  	
   

  	
  CA

  
	
  051033

  	
   

  	
  Fresno Theatre

  	
   

  	
  Fresno

  	
   

  	
  CA

  
	
  051034

  	
   

  	
  San Marcos 18

  	
   

  	
  San Marcos

  	
   

  	
  CA

  
	
  051035

  	
   

  	
  Kaleidoscope

  	
   

  	
  Mission Viejo

  	
   

  	
  CA

  
	
  051036

  	
   

  	
  Calabasas

  	
   

  	
  Calabasas

  	
   

  	
  CA

  
	
  051038

  	
   

  	
  Valencia 12 (aka “Valencia Town Center”)

  	
   

  	
  Valencia

  	
   

  	
  CA

  
	
  051041

  	
   

  	
  Jurupa Stadium

  	
   

  	
  Riverside

  	
   

  	
  CA

  
	
  051042

  	
   

  	
  Long Beach 26 (aka “Long Beach Towne Center”)

  	
   

  	
  Long Beach

  	
   

  	
  CA

  
	
  051043

  	
   

  	
  Mira Mesa Marketcenter

  	
   

  	
  San Diego

  	
   

  	
  CA

  
	
  051044

  	
   

  	
  South Gate (aka “Towne Center”)

  	
   

  	
  South Gate

  	
   

  	
  CA

  
	
  051045

  	
   

  	
  Temecula Stadium 15 (aka “Promenade at Temecula Valley”)

  	
   

  	
  Temecula

  	
   

  	
  CA

  
	
  051046

  	
   

  	
  Fairfield 16 (in Solano Mall)

  	
   

  	
  Fairfield

  	
   

  	
  CA

  
	
  051047

  	
   

  	
  Canyon Country

  	
   

  	
  Santa Clarita

  	
   

  	
  CA

  
	
  051048

  	
   

  	
  Marketplace Stadium 10

  	
   

  	
  Irvine

  	
   

  	
  CA

  
	
  051049

  	
   

  	
  Rancho San Diego

  	
   

  	
  Rancho San Diego

  	
   

  	
  CA

  
	
  051050

  	
   

  	
  Westminster 10

  	
   

  	
  Westminster

  	
   

  	
  CA

  
	
  051053

  	
   

  	
  Alhambra Renaissance

  	
   

  	
  Alhambra

  	
   

  	
  CA

  
	
  051131

  	
   

  	
  Stonestown Twin 2

  	
   

  	
  San Francisco

  	
   

  	
  CA

  
	
  051145

  	
   

  	
  Sunrise 4

  	
   

  	
  Citrus Heights

  	
   

  	
  CA

  
	
  051158

  	
   

  	
  UA Marina Del Rey

  	
   

  	
  Marina Del Rey

  	
   

  	
  CA

  
	
  051169

  	
   

  	
  Arden Fair 6

  	
   

  	
  Sacramento

  	
   

  	
  CA

  
	
  051170

  	
   

  	
  Regency 7

  	
   

  	
  Merced

  	
   

  	
  CA

  
	
  051172

  	
   

  	
  Berkeley 7

  	
   

  	
  Berkley

  	
   

  	
  CA

  
	
  051174

  	
   

  	
  UA Long Beach

  	
   

  	
  Long Beach

  	
   

  	
  CA

  
	
  051175

  	
   

  	
  UA Horton Plaza 14

  	
   

  	
  San Diego

  	
   

  	
  CA

  
	
  051231

  	
   

  	
  Emery Bay 10

  	
   

  	
  Emeryville

  	
   

  	
  CA

  
	
  051234

  	
   

  	
  UA East Hills

  	
   

  	
  Bakersfield

  	
   

  	
  CA

  
	
  051270

  	
   

  	
  UA LA Canada 8

  	
   

  	
  La Canada Flintridge

  	
   

  	
  CA

  
	
  051284

  	
   

  	
  Broadway Faire 10

  	
   

  	
  Fresno

  	
   

  	
  CA

  
	
  051285

  	
   

  	
  Olympus Pointe 12

  	
   

  	
  Roseville

  	
   

  	
  CA

  
	
  051286

  	
   

  	
  Laguna Village 12

  	
   

  	
  Sacramento

  	
   

  	
  CA

  
	
  051303

  	
   

  	
  UA Galaxy @ Los Cerritos 11

  	
   

  	
  Cerritos

  	
   

  	
  CA

  
	
  051801

  	
   

  	
  Rancho Mirage 16

  	
   

  	
  Rancho Mirage

  	
   

  	
  CA

  
	
  051802

  	
   

  	
  Palm Springs 9

  	
   

  	
  Palm Springs

  	
   

  	
  CA

  
	
  051803

  	
   

  	
  Indio Metro 8

  	
   

  	
  Indio

  	
   

  	
  CA

  
	
  051805

  	
   

  	
  Escondido 16

  	
   

  	
  Escondido

  	
   

  	
  CA

  



 


S-27

















 


	
  Lease

  No.

  	
   

  	
  Theatre Name

  	
   

  	
  City

  	
   

  	
  State

  
	
  051806

  	
   

  	
  Riverside Plaza 16

  	
   

  	
  Riverside

  	
   

  	
  CA

  
	
  051807

  	
   

  	
  El Dorado Hills 14

  	
   

  	
  El Dorado Hills

  	
   

  	
  CA

  
	
  051808

  	
   

  	
  Jack London 9

  	
   

  	
  Oakland

  	
   

  	
  CA

  
	
  051809

  	
   

  	
  Crow Canyon 6

  	
   

  	
  San Rumon

  	
   

  	
  CA

  
	
  051810

  	
   

  	
  Santa Cruz 9

  	
   

  	
  Santa Cruz

  	
   

  	
  CA

  
	
  051811

  	
   

  	
  Riverfront Twin

  	
   

  	
  Santa Cruz

  	
   

  	
  CA

  
	
  051812

  	
   

  	
  Arroyo Grande 10

  	
   

  	
  Arroyo Grande

  	
   

  	
  CA

  
	
  051813

  	
   

  	
  Ukiah 6

  	
   

  	
  Ukiah

  	
   

  	
  CA

  
	
  051814

  	
   

  	
  Davis Holiday 6

  	
   

  	
  Davis

  	
   

  	
  CA

  
	
  051815

  	
   

  	
  Davis 5

  	
   

  	
  Davis

  	
   

  	
  CA

  
	
  051816

  	
   

  	
  Stockton Holiday 8

  	
   

  	
  Stockton

  	
   

  	
  CA

  
	
  051817

  	
   

  	
  Stockton City Center 16

  	
   

  	
  Stockton

  	
   

  	
  CA

  
	
  051818

  	
   

  	
  Modesto 10

  	
   

  	
  Modesto

  	
   

  	
  CA

  
	
  051819

  	
   

  	
  Turlock 14

  	
   

  	
  Turlock

  	
   

  	
  CA

  
	
  051820

  	
   

  	
  Manchester Mall 16

  	
   

  	
  Fresno

  	
   

  	
  CA

  
	
  051821

  	
   

  	
  Visalia 10

  	
   

  	
  Visalia

  	
   

  	
  CA

  
	
  051822

  	
   

  	
  Visalia Sequoia Mall 12

  	
   

  	
  Visalia

  	
   

  	
  CA

  
	
  051823

  	
   

  	
  Auburn 10

  	
   

  	
  Auburn

  	
   

  	
  CA

  
	
  051824

  	
   

  	
  Placerville 8

  	
   

  	
  Placerville

  	
   

  	
  CA

  
	
  051825

  	
   

  	
  Jackson 4

  	
   

  	
  Jackson

  	
   

  	
  CA

  
	
  051826

  	
   

  	
  Sonora 10

  	
   

  	
  Sonora

  	
   

  	
  CA

  
	
  061130

  	
   

  	
  Continental

  	
   

  	
  Denver

  	
   

  	
  CO

  
	
  061263

  	
   

  	
  Greenwood Plaza 12

  	
   

  	
  Englewood

  	
   

  	
  CO

  
	
  061268

  	
   

  	
  Thornton Town Center 10

  	
   

  	
  Thornton

  	
   

  	
  CO

  
	
  061287

  	
   

  	
  Denver West Village 12

  	
   

  	
  Golden

  	
   

  	
  CO

  
	
  061308

  	
   

  	
  Colorado Center 9

  	
   

  	
  Denver

  	
   

  	
  CO

  
	
  061315

  	
   

  	
  Denver Pavilions 15

  	
   

  	
  Denver

  	
   

  	
  CO

  
	
  061324

  	
   

  	
  Twin Peaks Mall 10

  	
   

  	
  Longmont

  	
   

  	
  CO

  
	
  061326

  	
   

  	
  Meadows 12

  	
   

  	
  Littleton

  	
   

  	
  CO

  
	
  061550

  	
   

  	
  Colorado Mills 16

  	
   

  	
  Lakewood

  	
   

  	
  CO

  
	
  080686

  	
   

  	
  Stratford 14

  	
   

  	
  Stratford

  	
   

  	
  CT

  
	
  081701

  	
   

  	
  Branford 12

  	
   

  	
  Branford

  	
   

  	
  CT

  
	
  081702

  	
   

  	
  Stonington 10

  	
   

  	
  Pawcatuk

  	
   

  	
  CT

  
	
  081703

  	
   

  	
  Waterford 9

  	
   

  	
  Waterford

  	
   

  	
  CT

  
	
  081906

  	
   

  	
  Brass Mill Center 12

  	
   

  	
  Waterbury

  	
   

  	
  CT

  
	
  091551

  	
   

  	
  Gallery Place 14

  	
   

  	
  Washington

  	
   

  	
  DC

  
	
  070133

  	
   

  	
  Peoples Plaza Cinema 17

  	
   

  	
  Newark

  	
   

  	
  DE

  
	
  070509

  	
   

  	
  Brandywine Town Center 16

  	
   

  	
  Wilmington

  	
   

  	
  DE

  
	
  100206

  	
   

  	
  Citrus 6

  	
   

  	
  Inverness

  	
   

  	
  FL

  



 


S-28

















 


	
  Lease

  No.

  	
   

  	
  Theatre Name

  	
   

  	
  City

  	
   

  	
  State

  
	
  100219

  	
   

  	
  Gainesville 14

  	
   

  	
  Gainesville

  	
   

  	
  FL

  
	
  100230

  	
   

  	
  Beach Boulevard 18

  	
   

  	
  Jacksonville

  	
   

  	
  FL

  
	
  100273

  	
   

  	
  Delray Beach 18

  	
   

  	
  Delray Beach

  	
   

  	
  FL

  
	
  100284

  	
   

  	
  Crystal River Mall 9

  	
   

  	
  Crystal River

  	
   

  	
  FL

  
	
  100339

  	
   

  	
  Magnolia Place 16

  	
   

  	
  Coral Springs

  	
   

  	
  FL

  
	
  100351

  	
   

  	
  Royal Palm Beach 18

  	
   

  	
  Royal Palm Beach

  	
   

  	
  FL

  
	
  100380

  	
   

  	
  Oviedo Marketplace 22

  	
   

  	
  Oviedo

  	
   

  	
  FL

  
	
  100432

  	
   

  	
  Bell Tower 20

  	
   

  	
  Ft. Myers

  	
   

  	
  FL

  
	
  100442

  	
   

  	
  Sawgrass 23

  	
   

  	
  Sunrise

  	
   

  	
  FL

  
	
  100444

  	
   

  	
  Oakmont 8

  	
   

  	
  Bradenton

  	
   

  	
  FL

  
	
  100446

  	
   

  	
  Largo Mall 8

  	
   

  	
  Largo

  	
   

  	
  FL

  
	
  100454

  	
   

  	
  Shadowood 16

  	
   

  	
  Boca Raton

  	
   

  	
  FL

  
	
  100459

  	
   

  	
  Palace 18

  	
   

  	
  Miami

  	
   

  	
  FL

  
	
  100463

  	
   

  	
  Oakwood 18

  	
   

  	
  Hollywood

  	
   

  	
  FL

  
	
  100465

  	
   

  	
  Hollywood 20 — Naples

  	
   

  	
  Naples

  	
   

  	
  FL

  
	
  100466

  	
   

  	
  Eagle Ridge Mall 12

  	
   

  	
  Lake Wales

  	
   

  	
  FL

  
	
  100467

  	
   

  	
  Hollywood 20 — Sarasota

  	
   

  	
  Sarasota

  	
   

  	
  FL

  
	
  100482

  	
   

  	
  South Beach 18

  	
   

  	
  Miami Beach

  	
   

  	
  FL

  
	
  100483

  	
   

  	
  Hollywood 16, Ocala

  	
   

  	
  Ocala

  	
   

  	
  FL

  
	
  100529

  	
   

  	
  Cypress Creek Station 16

  	
   

  	
  Ft. Lauderdale

  	
   

  	
  FL

  
	
  100684

  	
   

  	
  Gulf Coast 16

  	
   

  	
  Fort Meyers

  	
   

  	
  FL

  
	
  100687

  	
   

  	
  The Loop 16

  	
   

  	
  Kissimmee

  	
   

  	
  FL

  
	
  100706

  	
   

  	
  Citrus Park Mall 20

  	
   

  	
  Tampa

  	
   

  	
  FL

  
	
  100709

  	
   

  	
  Westfork Plaza 13

  	
   

  	
  Pembroke Pines

  	
   

  	
  FL

  
	
  100721

  	
   

  	
  Winter Park 20

  	
   

  	
  Winter Park

  	
   

  	
  FL

  
	
  100723

  	
   

  	
  Town Center 16

  	
   

  	
  Port Charlotte

  	
   

  	
  FL

  
	
  100731

  	
   

  	
  Treasure Coast

  	
   

  	
  Jensen Beach

  	
   

  	
  FL

  
	
  100734

  	
   

  	
  Waterford Lakes 20

  	
   

  	
  Orlando

  	
   

  	
  FL

  
	
  100996

  	
   

  	
  Kendall Village 16

  	
   

  	
  Miami

  	
   

  	
  FL

  
	
  101149

  	
   

  	
  Movies @ The Falls 12

  	
   

  	
  Miami

  	
   

  	
  FL

  
	
  101195

  	
   

  	
  Santa Rosa 10

  	
   

  	
  Mary Esther

  	
   

  	
  FL

  
	
  101258

  	
   

  	
  Movies @ Wekiva Riverwalk 8

  	
   

  	
  Apopka

  	
   

  	
  FL

  
	
  101279

  	
   

  	
  Searstown Mall 10

  	
   

  	
  Titusville

  	
   

  	
  FL

  
	
  101301

  	
   

  	
  Seminole Towne Center

  	
   

  	
  Sanford

  	
   

  	
  FL

  
	
  101856

  	
   

  	
  Miracle 5

  	
   

  	
  Tallahassee

  	
   

  	
  FL

  
	
  101914

  	
   

  	
  Park Place 16

  	
   

  	
  Pinellas Park

  	
   

  	
  FL

  
	
  110132

  	
   

  	
  Rivergate 14

  	
   

  	
  Macon

  	
   

  	
  GA

  
	
  110202

  	
   

  	
  Eisenhower Square 6

  	
   

  	
  Savannah

  	
   

  	
  GA

  
	
  110306

  	
   

  	
  Snellville Oaks 14

  	
   

  	
  Snellville

  	
   

  	
  GA

  



 


S-29

















 


	
  Lease

  No.

  	
   

  	
  Theatre Name

  	
   

  	
  City

  	
   

  	
  State

  
	
  110307

  	
   

  	
  Town Center 16

  	
   

  	
  Kennesaw (Atlanta)

  	
   

  	
  GA

  
	
  110354

  	
   

  	
  Medlock Crossing 18

  	
   

  	
  Atlanta

  	
   

  	
  GA

  
	
  110387

  	
   

  	
  Savannah Mall 10

  	
   

  	
  Savannah

  	
   

  	
  GA

  
	
  110392

  	
   

  	
  Arbor Place Mall 18

  	
   

  	
  Douglasville

  	
   

  	
  GA

  
	
  110701

  	
   

  	
  Mall of Georgia 20

  	
   

  	
  Atlanta

  	
   

  	
  GA

  
	
  110724

  	
   

  	
  Augusta Exchange 20

  	
   

  	
  Augusta

  	
   

  	
  GA

  
	
  110736

  	
   

  	
  Austell 22

  	
   

  	
  Austell

  	
   

  	
  GA

  
	
  110745

  	
   

  	
  Hollywood 24 @ North I-85

  	
   

  	
  Chamblee (Atlanta)

  	
   

  	
  GA

  
	
  111278

  	
   

  	
  Tara 4

  	
   

  	
  Atlanta

  	
   

  	
  GA

  
	
  111283

  	
   

  	
  North Point Market 8

  	
   

  	
  Alpharetta

  	
   

  	
  GA

  
	
  111309

  	
   

  	
  Perimeter Pointe

  	
   

  	
  Atlanta

  	
   

  	
  GA

  
	
  111340

  	
   

  	
  Shannon Cinemas CLOSED

  	
   

  	
  Union City

  	
   

  	
  GA

  
	
  111341

  	
   

  	
  Southlake CLOSED

  	
   

  	
  Morrow

  	
   

  	
  GA

  
	
  111346

  	
   

  	
  Atlantic Station 16

  	
   

  	
  Atlanta

  	
   

  	
  GA

  
	
  111891

  	
   

  	
  Georgian 14

  	
   

  	
  Newnan

  	
   

  	
  GA

  
	
  121827

  	
   

  	
  Pearl Highlands 12

  	
   

  	
  Pearl City

  	
   

  	
  HI

  
	
  121828

  	
   

  	
  Dole Cannery 18

  	
   

  	
  Honolulu

  	
   

  	
  HI

  
	
  121829

  	
   

  	
  Windward 10

  	
   

  	
  Honolulu

  	
   

  	
  HI

  
	
  121830

  	
   

  	
  Keauhou 7

  	
   

  	
  Kaillua-Kona

  	
   

  	
  HI

  
	
  130654

  	
   

  	
  Riverstone 14

  	
   

  	
  Coeur d’ Alene

  	
   

  	
  ID

  
	
  130696

  	
   

  	
  Boise Downtown 9

  	
   

  	
  Boise

  	
   

  	
  ID

  
	
  131027

  	
   

  	
  Boise 21

  	
   

  	
  Boise

  	
   

  	
  ID

  
	
  131039

  	
   

  	
  Nampa Stadium 14 (aka “Nampa Spectrum”)

  	
   

  	
  Nampa

  	
   

  	
  ID

  
	
  131040

  	
   

  	
  Grand Teton Stadium 14

  	
   

  	
  Ammon

  	
   

  	
  ID

  
	
  14345

  	
   

  	
  Lincolnshire 21

  	
   

  	
  Lincolnshire

  	
   

  	
  IL

  
	
  14398

  	
   

  	
  Round Lake Beach

  	
   

  	
  Round Lake Beach

  	
   

  	
  IL

  
	
  14621

  	
   

  	
  Showplace 16

  	
   

  	
  Crystal Lake

  	
   

  	
  IL

  
	
  15147

  	
   

  	
  Village Park Cinema 17

  	
   

  	
  Carmel

  	
   

  	
  IN

  
	
  15169

  	
   

  	
  Coldwater Crossing 14

  	
   

  	
  Fort Wayne

  	
   

  	
  IN

  
	
  15190

  	
   

  	
  Shiloh Crossing 18

  	
   

  	
  Plainfield

  	
   

  	
  IN

  
	
  151291

  	
   

  	
  Circle Center 9

  	
   

  	
  Indianapolis

  	
   

  	
  IN

  
	
  151299

  	
   

  	
  Galaxy 14

  	
   

  	
  Indianapolis

  	
   

  	
  IN

  
	
  151300

  	
   

  	
  Eagle Highlands 10

  	
   

  	
  Indianapolis

  	
   

  	
  IN

  
	
  18728

  	
   

  	
  Hamburg Pavilion 16

  	
   

  	
  Lexington

  	
   

  	
  KY

  
	
  19188

  	
   

  	
  Bossier Corners Cinema 9

  	
   

  	
  Bossier City

  	
   

  	
  LA

  
	
  190664

  	
   

  	
  Louisiana Boardwalk 14

  	
   

  	
  Bossier City

  	
   

  	
  LA

  
	
  191200

  	
   

  	
  Lee Hills 6

  	
   

  	
  Leesville

  	
   

  	
  LA

  
	
  191289

  	
   

  	
  Lake Charles 10

  	
   

  	
  Lake Charles

  	
   

  	
  LA

  
	
  191323

  	
   

  	
  Citiplace 11

  	
   

  	
  Baton Rouge

  	
   

  	
  LA

  



 


S-30

















 


	
  Lease

  No.

  	
   

  	
  Theatre Name

  	
   

  	
  City

  	
   

  	
  State

  
	
  220685

  	
   

  	
  Swansea 12

  	
   

  	
  Swansea

  	
   

  	
  MA

  
	
  221713

  	
   

  	
  Bellingham 14

  	
   

  	
  Bellingham

  	
   

  	
  MA

  
	
  221714

  	
   

  	
  Berkshire Mall 10

  	
   

  	
  Lanesboro

  	
   

  	
  MA

  
	
  221715

  	
   

  	
  Cape Cod Mall 12

  	
   

  	
  Hyannis

  	
   

  	
  MA

  
	
  221717

  	
   

  	
  Independence Mall 14

  	
   

  	
  Kingston

  	
   

  	
  MA

  
	
  221718

  	
   

  	
  Mashpee Commons 6

  	
   

  	
  Mashpee

  	
   

  	
  MA

  
	
  221720

  	
   

  	
  Silver City Galleria 10

  	
   

  	
  Taunton

  	
   

  	
  MA

  
	
  221721

  	
   

  	
  Solomon Pond Mall 15

  	
   

  	
  Marlborough

  	
   

  	
  MA

  
	
  221723

  	
   

  	
  Westborough 12

  	
   

  	
  Falmouth

  	
   

  	
  MA

  
	
  221930

  	
   

  	
  Fenway 13

  	
   

  	
  Boston

  	
   

  	
  MA

  
	
  21336

  	
   

  	
  Rockville Center 13

  	
   

  	
  Rockville

  	
   

  	
  MD

  
	
  210674

  	
   

  	
  Salisbury 16

  	
   

  	
  Salisbury

  	
   

  	
  MD

  
	
  211146

  	
   

  	
  Movies @ Marley Station 8

  	
   

  	
  Glen Burnie

  	
   

  	
  MD

  
	
  211147

  	
   

  	
  UA Bethesda 10

  	
   

  	
  Bethesda

  	
   

  	
  MD

  
	
  211310

  	
   

  	
  UA Snowden Square 14

  	
   

  	
  Columbia

  	
   

  	
  MD

  
	
  211708

  	
   

  	
  Bowie 14

  	
   

  	
  Bowie

  	
   

  	
  MD

  
	
  211711

  	
   

  	
  Hunt Valley Mall 12

  	
   

  	
  Hunt Valley

  	
   

  	
  MD

  
	
  211712

  	
   

  	
  Westminster 9

  	
   

  	
  Westminster

  	
   

  	
  MD

  
	
  211862

  	
   

  	
  Majestic 20

  	
   

  	
  Silver Spring

  	
   

  	
  MD

  
	
  211863

  	
   

  	
  Royale 14

  	
   

  	
  Hyattsville

  	
   

  	
  MD

  
	
  211908

  	
   

  	
  Valley Mall 16

  	
   

  	
  Hagerstown

  	
   

  	
  MD

  
	
  211910

  	
   

  	
  Westview 16

  	
   

  	
  Frederick

  	
   

  	
  MD

  
	
  201704

  	
   

  	
  Augusta 10

  	
   

  	
  Augusta

  	
   

  	
  ME

  
	
  201705

  	
   

  	
  Brunswick 10

  	
   

  	
  Brunswick

  	
   

  	
  ME

  
	
  201707

  	
   

  	
  Falmouth 10

  	
   

  	
  Falmouth

  	
   

  	
  ME

  
	
  231294

  	
   

  	
  Commerce Township 14

  	
   

  	
  Walled Lake

  	
   

  	
  MI

  
	
  24732

  	
   

  	
  Eagan Cinema 16

  	
   

  	
  Eagan

  	
   

  	
  MN

  
	
  26925

  	
   

  	
  Kansas City Station 18

  	
   

  	
  Kansas City

  	
   

  	
  MO

  
	
  260655

  	
   

  	
  St. Louis Mills 18

  	
   

  	
  Hazelwood

  	
   

  	
  MO

  
	
  251204

  	
   

  	
  Westbrook 4

  	
   

  	
  Brookhaven

  	
   

  	
  MS

  
	
  251205

  	
   

  	
  Sawmill Square 5

  	
   

  	
  Laurel

  	
   

  	
  MS

  
	
  251207

  	
   

  	
  Natchez Mall 4

  	
   

  	
  Natchez

  	
   

  	
  MS

  
	
  251211

  	
   

  	
  North Park 14

  	
   

  	
  Ridgeland

  	
   

  	
  MS

  
	
  251267

  	
   

  	
  Parkway Place 10

  	
   

  	
  Flowood

  	
   

  	
  MS

  
	
  251305

  	
   

  	
  Clinton Center 10

  	
   

  	
  Clinton

  	
   

  	
  MS

  
	
  251321

  	
   

  	
  Bonita Lakes 9

  	
   

  	
  Meridian

  	
   

  	
  MS

  
	
  340217

  	
   

  	
  Boone 7

  	
   

  	
  Boone

  	
   

  	
  NC

  
	
  340245

  	
   

  	
  Oak Hollow Mall 7

  	
   

  	
  High Point

  	
   

  	
  NC

  
	
  340384

  	
   

  	
  Stonecrest at Piper Glen 22

  	
   

  	
  Charlotte

  	
   

  	
  NC

  



 


S-31
















 


	
  Lease

  No.

  	
   

  	
  Theatre Name

  	
   

  	
  City

  	
   

  	
  State

  
	
  341217

  	
   

  	
  Beaucatcher 7

  	
   

  	
  Asheville

  	
   

  	
  NC

  
	
  341254

  	
   

  	
  Biltmore Square 6

  	
   

  	
  Asheville

  	
   

  	
  NC

  
	
  341841

  	
   

  	
  Manor 2

  	
   

  	
  Charlotte

  	
   

  	
  NC

  
	
  341846

  	
   

  	
  North Hills 14

  	
   

  	
  Raleigh

  	
   

  	
  NC

  
	
  341870

  	
   

  	
  Palladium 14

  	
   

  	
  High Point

  	
   

  	
  NC

  
	
  341872

  	
   

  	
  Ballantyne Village 5

  	
   

  	
  Charlotte

  	
   

  	
  NC

  
	
  341873

  	
   

  	
  Mayfaire 16

  	
   

  	
  Wilmington

  	
   

  	
  NC

  
	
  341874

  	
   

  	
  Crossroads 20

  	
   

  	
  Cary

  	
   

  	
  NC

  
	
  341875

  	
   

  	
  Greensboro Grande 16

  	
   

  	
  Greensboro

  	
   

  	
  NC

  
	
  341876

  	
   

  	
  White Oak 14

  	
   

  	
  Garner

  	
   

  	
  NC

  
	
  341877

  	
   

  	
  Phillips Place 10

  	
   

  	
  Charlotte

  	
   

  	
  NC

  
	
  341878

  	
   

  	
  Beaver Creek 12

  	
   

  	
  Apex

  	
   

  	
  NC

  
	
  341880

  	
   

  	
  Greenville Grande 14

  	
   

  	
  Greenville

  	
   

  	
  NC

  
	
  341881

  	
   

  	
  Arboretum 12

  	
   

  	
  Charlotte

  	
   

  	
  NC

  
	
  341882

  	
   

  	
  Union Square 8

  	
   

  	
  Monroe

  	
   

  	
  NC

  
	
  341883

  	
   

  	
  Park Terrace 6

  	
   

  	
  Charlotte

  	
   

  	
  NC

  
	
  341892

  	
   

  	
  Biltmore Grande 15

  	
   

  	
  Asheville

  	
   

  	
  NC

  
	
  301725

  	
   

  	
  Concord 10

  	
   

  	
  Concord

  	
   

  	
  NH

  
	
  301726

  	
   

  	
  Hooksett 8

  	
   

  	
  Hooksett

  	
   

  	
  NH

  
	
  301728

  	
   

  	
  Newington 12

  	
   

  	
  Newington

  	
   

  	
  NH

  
	
  310167

  	
   

  	
  Cross Keys Cinema 12

  	
   

  	
  Turnersville

  	
   

  	
  NJ

  
	
  310198

  	
   

  	
  Burlington 20

  	
   

  	
  Burlington

  	
   

  	
  NJ

  
	
  310244

  	
   

  	
  Cumberland Mall 14

  	
   

  	
  Vineland

  	
   

  	
  NJ

  
	
  310370

  	
   

  	
  Hadley 16

  	
   

  	
  South Plainfield

  	
   

  	
  NJ

  
	
  310378

  	
   

  	
  Pohatcong 12

  	
   

  	
  Pohatcong

  	
   

  	
  NJ

  
	
  310705

  	
   

  	
  Commerce Center 18

  	
   

  	
  North Brunswick

  	
   

  	
  NJ

  
	
  311160

  	
   

  	
  Movies @ Market Fair 10

  	
   

  	
  Princeton

  	
   

  	
  NJ

  
	
  311240

  	
   

  	
  UA Moorestown Mall 7

  	
   

  	
  Moorestown

  	
   

  	
  NJ

  
	
  311281

  	
   

  	
  UA Washington Township 14

  	
   

  	
  Sewell

  	
   

  	
  NJ

  
	
  311729

  	
   

  	
  Hamilton Commons 14

  	
   

  	
  Mays Landing

  	
   

  	
  NJ

  
	
  311754

  	
   

  	
  Manahawkin

  	
   

  	
  Manahawkin

  	
   

  	
  NJ

  
	
  320668

  	
   

  	
  Santa Fe

  	
   

  	
  Santa Fe

  	
   

  	
  NM

  
	
  321244

  	
   

  	
  Winrock VI

  	
   

  	
  Albuquerque

  	
   

  	
  NM

  
	
  321245

  	
   

  	
  Devargas Mall Cinema

  	
   

  	
  Santa Fe

  	
   

  	
  NM

  
	
  321246

  	
   

  	
  UA South

  	
   

  	
  Santa Fe

  	
   

  	
  NM

  
	
  321262

  	
   

  	
  High Ridge Theatre

  	
   

  	
  Albuquerque

  	
   

  	
  NM

  
	
  321265

  	
   

  	
  UA North

  	
   

  	
  Santa Fe

  	
   

  	
  NM

  
	
  321297

  	
   

  	
  Four Hills Theatre

  	
   

  	
  Albuquerque

  	
   

  	
  NM

  
	
  321307

  	
   

  	
  Cottonwood Theatre

  	
   

  	
  Albuquerque

  	
   

  	
  NM

  



 


S-32

















 


	
  Lease

  No.

  	
   

  	
  Theatre Name

  	
   

  	
  City

  	
   

  	
  State

  
	
  290659

  	
   

  	
  Red Rock Station

  	
   

  	
  Las Vegas

  	
   

  	
  NV

  
	
  290836

  	
   

  	
  Texas Station 18

  	
   

  	
  Las Vegas

  	
   

  	
  NV

  
	
  290837

  	
   

  	
  Boulder Station 11

  	
   

  	
  Las Vegas

  	
   

  	
  NV

  
	
  290838

  	
   

  	
  Sunset Station 13

  	
   

  	
  Henderson

  	
   

  	
  NV

  
	
  290839

  	
   

  	
  Village Square Cinema 18

  	
   

  	
  Las Vegas

  	
   

  	
  NV

  
	
  290840

  	
   

  	
  Colonnade 14 Cinema

  	
   

  	
  Las Vegas

  	
   

  	
  NV

  
	
  290637

  	
   

  	
  Green Valley Ranch 10

  	
   

  	
  Hendersonville

  	
   

  	
  NV

  
	
  291304

  	
   

  	
  Showcase 8

  	
   

  	
  Las Vegas

  	
   

  	
  NV

  
	
  291316

  	
   

  	
  Rainbow Promenade 10

  	
   

  	
  Las Vegas

  	
   

  	
  NV

  
	
  291922

  	
   

  	
  Fiesta Stations 12

  	
   

  	
  Henderson

  	
   

  	
  NV

  
	
  291933

  	
   

  	
  Aliante Station 16

  	
   

  	
  Las Vegas

  	
   

  	
  NV

  
	
  330294

  	
   

  	
  Transit Center 19

  	
   

  	
  Williamsville

  	
   

  	
  NY

  
	
  330297

  	
   

  	
  New Roc City 19

  	
   

  	
  New Rochelle

  	
   

  	
  NY

  
	
  330299

  	
   

  	
  Henrietta Cinema 18

  	
   

  	
  Rochester

  	
   

  	
  NY

  
	
  330332

  	
   

  	
  Culver Ridge Plaza 16

  	
   

  	
  Rochester

  	
   

  	
  NY

  
	
  330341

  	
   

  	
  Elmwood Regal Center 16

  	
   

  	
  Buffalo

  	
   

  	
  NY

  
	
  330393

  	
   

  	
  Hollywood 12

  	
   

  	
  Niagara Falls

  	
   

  	
  NY

  
	
  330501

  	
   

  	
  Eastview Mall 13

  	
   

  	
  Victor

  	
   

  	
  NY

  
	
  330632

  	
   

  	
  Ronkonkoma 9

  	
   

  	
  Lake Ronkonkoma

  	
   

  	
  NY

  
	
  330675

  	
   

  	
  Walden Galleria 16

  	
   

  	
  Buffalo

  	
   

  	
  NY

  
	
  330677

  	
   

  	
  Ithaca Mall 14

  	
   

  	
  Ithaca

  	
   

  	
  NY

  
	
  330688

  	
   

  	
  Atlas Park 8

  	
   

  	
  Glendale

  	
   

  	
  NY

  
	
  330692

  	
   

  	
  Deer Park 16 (Imax)

  	
   

  	
  Deer Park

  	
   

  	
  NY

  
	
  330700

  	
   

  	
  Quaker Crossing 18

  	
   

  	
  Orchard Park

  	
   

  	
  NY

  
	
  331138

  	
   

  	
  East Hampton 6

  	
   

  	
  East Hampton

  	
   

  	
  NY

  
	
  331143

  	
   

  	
  Midway 9

  	
   

  	
  Forest Hills

  	
   

  	
  NY

  
	
  331156

  	
   

  	
  UA 64th And 2nd Avenue 3

  	
   

  	
  New York

  	
   

  	
  NY

  
	
  331159

  	
   

  	
  Sheepshead Bay

  	
   

  	
  Brooklyn

  	
   

  	
  NY

  
	
  331178

  	
   

  	
  East 85th Street 1

  	
   

  	
  New York

  	
   

  	
  NY

  
	
  331227

  	
   

  	
  Southampton 4

  	
   

  	
  Southampton

  	
   

  	
  NY

  
	
  331232

  	
   

  	
  Movieland Yonkers 6

  	
   

  	
  Yonkers

  	
   

  	
  NY

  
	
  331273

  	
   

  	
  UA Westbury

  	
   

  	
  Westbury

  	
   

  	
  NY

  
	
  331282

  	
   

  	
  Hylan Plaza 5

  	
   

  	
  Staten Island

  	
   

  	
  NY

  
	
  331313

  	
   

  	
  UA Hampton Bays 5

  	
   

  	
  Hampton Bays

  	
   

  	
  NY

  
	
  331318

  	
   

  	
  Cortlandt Town Center

  	
   

  	
  Mohegan Lake

  	
   

  	
  NY

  
	
  331319

  	
   

  	
  Farmingdale 10

  	
   

  	
  Farmingdale

  	
   

  	
  NY

  
	
  331320

  	
   

  	
  Union Square

  	
   

  	
  New York

  	
   

  	
  NY

  
	
  331330

  	
   

  	
  Brandon 2

  	
   

  	
  Forest Hills

  	
   

  	
  NY

  
	
  331331

  	
   

  	
  Staten Island 16

  	
   

  	
  Staten Island

  	
   

  	
  NY

  



 


S-33

















 


	
  Lease

  No.

  	
   

  	
  Theatre Name

  	
   

  	
  City

  	
   

  	
  State

  
	
  331332

  	
   

  	
  Court Street 12

  	
   

  	
  Brooklyn

  	
   

  	
  NY

  
	
  331333

  	
   

  	
  Kaufman Astoria 14

  	
   

  	
  Long Island City

  	
   

  	
  NY

  
	
  331335

  	
   

  	
  Battery Park 11

  	
   

  	
  New York

  	
   

  	
  NY

  
	
  331730

  	
   

  	
  Arnot Mall 10

  	
   

  	
  Horseheads

  	
   

  	
  NY

  
	
  331731

  	
   

  	
  Aviation Mall 7

  	
   

  	
  Queensbury

  	
   

  	
  NY

  
	
  331732

  	
   

  	
  Binghamton 12

  	
   

  	
  Binghamton

  	
   

  	
  NY

  
	
  331733

  	
   

  	
  Carousel Mall 17

  	
   

  	
  Syracuse

  	
   

  	
  NY

  
	
  331734

  	
   

  	
  Champlain Centre 8

  	
   

  	
  Plattsburgh

  	
   

  	
  NY

  
	
  331735

  	
   

  	
  Clifton Park Center 8

  	
   

  	
  Clifton Park

  	
   

  	
  NY

  
	
  331737

  	
   

  	
  Crossgates Mall 18

  	
   

  	
  Albany

  	
   

  	
  NY

  
	
  331738

  	
   

  	
  East Greenbush 8

  	
   

  	
  Rensselaer

  	
   

  	
  NY

  
	
  331739

  	
   

  	
  Fishkill 10

  	
   

  	
  Fishkill

  	
   

  	
  NY

  
	
  331740

  	
   

  	
  Galleria Mall 12

  	
   

  	
  Poughkeepsie

  	
   

  	
  NY

  
	
  331741

  	
   

  	
  Great Northern Mall 10

  	
   

  	
  Clay

  	
   

  	
  NY

  
	
  331742

  	
   

  	
  Hudson Valley Mall 12

  	
   

  	
  Kingston

  	
   

  	
  NY

  
	
  331743

  	
   

  	
  Latham Circle Mall 10

  	
   

  	
  Latham

  	
   

  	
  NY

  
	
  331745

  	
   

  	
  Salmon Run Mall 8

  	
   

  	
  Waterford

  	
   

  	
  NY

  
	
  331746

  	
   

  	
  Shoppingtown Mall 10

  	
   

  	
  Dewitt

  	
   

  	
  NY

  
	
  331747

  	
   

  	
  Wilton Mall 8

  	
   

  	
  Saratoga Springs

  	
   

  	
  NY

  
	
  331756

  	
   

  	
  Greece Ridge

  	
   

  	
  Rochester

  	
   

  	
  NY

  
	
  331923

  	
   

  	
  Colonie Center 13

  	
   

  	
  Albany

  	
   

  	
  NY

  
	
  331929

  	
   

  	
  E - WALK

  	
   

  	
  New York

  	
   

  	
  NY

  
	
  360116

  	
   

  	
  Lafayette Square 7

  	
   

  	
  Marietta

  	
   

  	
  OH

  
	
  360155

  	
   

  	
  Crocker Park 11

  	
   

  	
  Westlake

  	
   

  	
  OH

  
	
  360163

  	
   

  	
  Interstate Park 18

  	
   

  	
  Green (Akron)

  	
   

  	
  OH

  
	
  360164

  	
   

  	
  Hudson Cinema 10

  	
   

  	
  Hudson

  	
   

  	
  OH

  
	
  360177

  	
   

  	
  Southland Cinema 7

  	
   

  	
  Marion

  	
   

  	
  OH

  
	
  360182

  	
   

  	
  Montrose Movies 12

  	
   

  	
  Akron

  	
   

  	
  OH

  
	
  360183

  	
   

  	
  Boulevard Centre 14

  	
   

  	
  Niles

  	
   

  	
  OH

  
	
  360231

  	
   

  	
  Middleburg Town Square 16

  	
   

  	
  Middleburg Heights

  	
   

  	
  OH

  
	
  360289

  	
   

  	
  Austintown Plaza 10

  	
   

  	
  Youngstown

  	
   

  	
  OH

  
	
  360362

  	
   

  	
  Georgesville Square 16

  	
   

  	
  Columbus

  	
   

  	
  OH

  
	
  360381

  	
   

  	
  Willoughby Commons 16

  	
   

  	
  Willoughby

  	
   

  	
  OH

  
	
  360389

  	
   

  	
  Hollywood 20 at Fairfield Commons

  	
   

  	
  Beavercreek

  	
   

  	
  OH

  
	
  360680

  	
   

  	
  American Mall 12

  	
   

  	
  Lima

  	
   

  	
  OH

  
	
  360707

  	
   

  	
  Medina 16 at Huntington Street

  	
   

  	
  Medina

  	
   

  	
  OH

  
	
  360755

  	
   

  	
  Cobblestone Square 20

  	
   

  	
  Sheffield Village

  	
   

  	
  OH

  
	
  360777

  	
   

  	
  River Valley Mall 10

  	
   

  	
  Lancaster

  	
   

  	
  OH

  
	
  360778

  	
   

  	
  New Towne 8

  	
   

  	
  New Philadelphia

  	
   

  	
  OH

  



 


S-34

















 


	
  Lease

  No.

  	
   

  	
  Theatre Name

  	
   

  	
  City

  	
   

  	
  State

  
	
  360987

  	
   

  	
  Severance Town Center 14

  	
   

  	
  Cleveland Heights

  	
   

  	
  OH

  
	
  361901

  	
   

  	
  Deerfield Town Center 16

  	
   

  	
  Mason

  	
   

  	
  OH

  
	
  361965

  	
   

  	
  Richmond Town Center 20

  	
   

  	
  Richmond Heights

  	
   

  	
  OH

  
	
  380633

  	
   

  	
  Fox Tower 10

  	
   

  	
  Portland

  	
   

  	
  OR

  
	
  380652

  	
   

  	
  Bridgeport Village 18

  	
   

  	
  Tigard

  	
   

  	
  OR

  
	
  380670

  	
   

  	
  Valley River Center 15

  	
   

  	
  Eugene

  	
   

  	
  OR

  
	
  380679

  	
   

  	
  Lancaster Mall 11

  	
   

  	
  Salem

  	
   

  	
  OR

  
	
  380758

  	
   

  	
  Old Mill 16

  	
   

  	
  Bend

  	
   

  	
  OR

  
	
  380807

  	
   

  	
  Lloyd Center 10

  	
   

  	
  Portland

  	
   

  	
  OR

  
	
  380814

  	
   

  	
  Tigard 11

  	
   

  	
  Tigard

  	
   

  	
  OR

  
	
  380815

  	
   

  	
  Sherwood Cinema 10

  	
   

  	
  Sherwood

  	
   

  	
  OR

  
	
  380818

  	
   

  	
  Movieland 7

  	
   

  	
  Salem

  	
   

  	
  OR

  
	
  380819

  	
   

  	
  Broadway Metroplex 4

  	
   

  	
  Portland

  	
   

  	
  OR

  
	
  380849

  	
   

  	
  Lloyd Mall 8

  	
   

  	
  Portland

  	
   

  	
  OR

  
	
  380850

  	
   

  	
  Evergreen Parkway 13

  	
   

  	
  Hillsboro

  	
   

  	
  OR

  
	
  380851

  	
   

  	
  Division Street 13

  	
   

  	
  Portland

  	
   

  	
  OR

  
	
  380853

  	
   

  	
  Hilltop 9

  	
   

  	
  Oregon City

  	
   

  	
  OR

  
	
  380856

  	
   

  	
  Stark Street 10 Cinema

  	
   

  	
  Gresham

  	
   

  	
  OR

  
	
  380863

  	
   

  	
  Santiam Cinema 11

  	
   

  	
  Salem

  	
   

  	
  OR

  
	
  380656

  	
   

  	
  Pioneer Place 6

  	
   

  	
  Portland

  	
   

  	
  OR

  
	
  390142

  	
   

  	
  Moraine Pointe Cinema 10

  	
   

  	
  Butler

  	
   

  	
  PA

  
	
  390232

  	
   

  	
  Edgmont Square 10

  	
   

  	
  Edgmont

  	
   

  	
  PA

  
	
  390234

  	
   

  	
  Plymouth Meeting 10

  	
   

  	
  Conshohocken

  	
   

  	
  PA

  
	
  390334

  	
   

  	
  Barn Plaza 14

  	
   

  	
  Doylestown

  	
   

  	
  PA

  
	
  390340

  	
   

  	
  Marketplace at Oaks 24

  	
   

  	
  Upper Province Township

  	
   

  	
  PA

  
	
  390371

  	
   

  	
  Northampton 14

  	
   

  	
  Easton

  	
   

  	
  PA

  
	
  390377

  	
   

  	
  Richland Crossing 12

  	
   

  	
  Quakertown

  	
   

  	
  PA

  
	
  390379

  	
   

  	
  Warrington Crossing 22

  	
   

  	
  Warrington

  	
   

  	
  PA

  
	
  390385

  	
   

  	
  Downington 16

  	
   

  	
  Downington

  	
   

  	
  PA

  
	
  390395

  	
   

  	
  West Manchester 13

  	
   

  	
  York

  	
   

  	
  PA

  
	
  390754

  	
   

  	
  Manor Cinema 16

  	
   

  	
  Lancaster

  	
   

  	
  PA

  
	
  391142

  	
   

  	
  UA Movies @ Schuylkill Mall 4

  	
   

  	
  Frackville

  	
   

  	
  PA

  
	
  391259

  	
   

  	
  Riverview Plaza

  	
   

  	
  Philadelphia

  	
   

  	
  PA

  
	
  391264

  	
   

  	
  Movies @ 69th Street 9

  	
   

  	
  Upper Darby

  	
   

  	
  PA

  
	
  391269

  	
   

  	
  Oxford Valley Theatre

  	
   

  	
  Langhorne

  	
   

  	
  PA

  
	
  391290

  	
   

  	
  UA Grant Plaza

  	
   

  	
  Philadelphia

  	
   

  	
  PA

  
	
  391295

  	
   

  	
  East Whiteland 9

  	
   

  	
  East Whiteland

  	
   

  	
  PA

  
	
  391314

  	
   

  	
  Main Street 6

  	
   

  	
  Manayunk

  	
   

  	
  PA

  
	
  391329

  	
   

  	
  King of Prussia Stadium 16

  	
   

  	
  King of Prussia

  	
   

  	
  PA

  



 


S-35

















 


	
  Lease

  No.

  	
   

  	
  Theatre Name

  	
   

  	
  City

  	
   

  	
  State

  
	
  391748

  	
   

  	
  Harrisburg 14

  	
   

  	
  Harrisburg

  	
   

  	
  PA

  
	
  391912

  	
   

  	
  Carlisle Commons 8

  	
   

  	
  Carlisle

  	
   

  	
  PA

  
	
  410222

  	
   

  	
  Columbia 7 (Monthly)

  	
   

  	
  Columbia

  	
   

  	
  SC

  
	
  410224

  	
   

  	
  Westgate Mall 8

  	
   

  	
  Spartanburg

  	
   

  	
  SC

  
	
  410383

  	
   

  	
  Charles Town Square 18

  	
   

  	
  North Charleston

  	
   

  	
  SC

  
	
  410488

  	
   

  	
  Hollywood 20—Greenville

  	
   

  	
  Greenville

  	
   

  	
  SC

  
	
  1884

  	
   

  	
  Palmetto Grande 16

  	
   

  	
  Mount Pleasant

  	
   

  	
  SC

  
	
  1885

  	
   

  	
  Cherrydale 16

  	
   

  	
  Greenville

  	
   

  	
  SC

  
	
  1886

  	
   

  	
  Manchester 14

  	
   

  	
  Rock Hill

  	
   

  	
  SC

  
	
  1887

  	
   

  	
  Columbiana Grande 14

  	
   

  	
  Columbia

  	
   

  	
  SC

  
	
  1888

  	
   

  	
  Spartan 16

  	
   

  	
  Spartanburg

  	
   

  	
  SC

  
	
  1889

  	
   

  	
  Pastime Pavilion 8

  	
   

  	
  Lexington

  	
   

  	
  SC

  
	
  430103

  	
   

  	
  Downtown West Cinema 8

  	
   

  	
  Knoxville

  	
   

  	
  TN

  
	
  430108

  	
   

  	
  Knoxville Center 10

  	
   

  	
  Knoxville

  	
   

  	
  TN

  
	
  430110

  	
   

  	
  Hamilton Place Mall 9

  	
   

  	
  Chattanooga

  	
   

  	
  TN

  
	
  430162

  	
   

  	
  Bellevue Cinema 12

  	
   

  	
  Nashville

  	
   

  	
  TN

  
	
  430489

  	
   

  	
  Hollywood 27

  	
   

  	
  Nashville

  	
   

  	
  TN

  
	
  430513

  	
   

  	
  Green Hills 16

  	
   

  	
  Nashville

  	
   

  	
  TN

  
	
  430521

  	
   

  	
  West Town Mall Cinema 9

  	
   

  	
  Knoxville

  	
   

  	
  TN

  
	
  430615

  	
   

  	
  Opry Mills 21

  	
   

  	
  Nashville

  	
   

  	
  TN

  
	
  430682

  	
   

  	
  Pinnacle 18

  	
   

  	
  Knoxville

  	
   

  	
  TN

  
	
  430690

  	
   

  	
  Riviera 8

  	
   

  	
  Knoxville

  	
   

  	
  TN

  
	
  431926

  	
   

  	
  The Streets of Indian Lake 16

  	
   

  	
  Hendersonville

  	
   

  	
  TN

  
	
  431890

  	
   

  	
  Providence 14

  	
   

  	
  Mt. Juliet

  	
   

  	
  TN

  
	
  44765

  	
   

  	
  Cielo Vista 18

  	
   

  	
  San Antonio

  	
   

  	
  TX

  
	
  44795

  	
   

  	
  Live Oak 18

  	
   

  	
  San Antonio

  	
   

  	
  TX

  
	
  44938

  	
   

  	
  Fiesta 16 Cinema

  	
   

  	
  San Antonio

  	
   

  	
  TX

  
	
  44939

  	
   

  	
  Alamo Quarry 14

  	
   

  	
  San Antonio

  	
   

  	
  TX

  
	
  44940

  	
   

  	
  Northwoods 14

  	
   

  	
  San Antonio

  	
   

  	
  TX

  
	
  44946

  	
   

  	
  Lakeline Mall 9

  	
   

  	
  Cedar Park

  	
   

  	
  TX

  
	
  44949

  	
   

  	
  Gateway 16 Cinema

  	
   

  	
  Austin

  	
   

  	
  TX

  
	
  44953

  	
   

  	
  Westgate 11

  	
   

  	
  Austin

  	
   

  	
  TX

  
	
  440661

  	
   

  	
  Arbor Cinema @ Great Hills 8

  	
   

  	
  Austin

  	
   

  	
  TX

  
	
  441051

  	
   

  	
  Houston Greenway Grand Palace 24

  	
   

  	
  Houston

  	
   

  	
  TX

  
	
  441052

  	
   

  	
  Houston Marq*e 23

  	
   

  	
  Houston

  	
   

  	
  TX

  
	
  441293

  	
   

  	
  Grand Prairie 10

  	
   

  	
  Grand Prairie

  	
   

  	
  TX

  
	
  441306

  	
   

  	
  Galaxy 10

  	
   

  	
  Dallas

  	
   

  	
  TX

  
	
  441317

  	
   

  	
  Fossil Creek 11

  	
   

  	
  Ft Worth

  	
   

  	
  TX

  
	
  441322

  	
   

  	
  UA Eastchase Market 9

  	
   

  	
  Ft. Worth

  	
   

  	
  TX

  



 


S-36

















 


	
  Lease

  No.

  	
   

  	
  Theatre Name

  	
   

  	
  City

  	
   

  	
  State

  
	
  441327

  	
   

  	
  Amarillo Star 14

  	
   

  	
  Amarillo

  	
   

  	
  TX

  
	
  441932

  	
   

  	
  Keystone Park 16

  	
   

  	
  Dallas

  	
   

  	
  TX

  
	
  470165

  	
   

  	
  Virginia Center 20

  	
   

  	
  Glenn Allen (Richmond)

  	
   

  	
  VA

  
	
  470235

  	
   

  	
  Strawbridge Marketplace 12

  	
   

  	
  Virginia Beach

  	
   

  	
  VA

  
	
  470240

  	
   

  	
  Countryside 20

  	
   

  	
  Sterling

  	
   

  	
  VA

  
	
  470254

  	
   

  	
  Staunton Mall Cinema 6

  	
   

  	
  Staunton

  	
   

  	
  VA

  
	
  470258

  	
   

  	
  Pembroke Mall 8

  	
   

  	
  Virginia Beach

  	
   

  	
  VA

  
	
  470279

  	
   

  	
  Downtown Mall 6 (Charlottesville)

  	
   

  	
  Charlottesville

  	
   

  	
  VA

  
	
  470280

  	
   

  	
  Greenbrier 13

  	
   

  	
  Chesapeake

  	
   

  	
  VA

  
	
  470296

  	
   

  	
  Ballston Common Mall 12

  	
   

  	
  Arlington

  	
   

  	
  VA

  
	
  470365

  	
   

  	
  MacArthur Center 18

  	
   

  	
  Norfolk

  	
   

  	
  VA

  
	
  470671

  	
   

  	
  New River Valley Mall 14

  	
   

  	
  Christianburg

  	
   

  	
  VA

  
	
  470712

  	
   

  	
  Fredericksburg Movies 15

  	
   

  	
  Fredericksburg

  	
   

  	
  VA

  
	
  470716

  	
   

  	
  Aquia 10

  	
   

  	
  Stafford

  	
   

  	
  VA

  
	
  470718

  	
   

  	
  Columbus 12

  	
   

  	
  Virginia Beach

  	
   

  	
  VA

  
	
  470735

  	
   

  	
  Harrisonburg 14

  	
   

  	
  Harrisonburg

  	
   

  	
  VA

  
	
  471226

  	
   

  	
  West Tower Cinemas 10

  	
   

  	
  Richmond

  	
   

  	
  VA

  
	
  470730

  	
   

  	
  Shortpump

  	
   

  	
  Short Pump

  	
   

  	
  VA

  
	
  471275

  	
   

  	
  Fairfax Towne Center

  	
   

  	
  Richmond

  	
   

  	
  VA

  
	
  471751

  	
   

  	
  Manassas 14

  	
   

  	
  Harrisonburg

  	
   

  	
  VA

  
	
  471757

  	
   

  	
  Potomac Yards

  	
   

  	
  Alexandria

  	
   

  	
  VA

  
	
  471864

  	
   

  	
  Commonwealth 20

  	
   

  	
  Midlothian

  	
   

  	
  VA

  
	
  471865

  	
   

  	
  Kingstowne 16

  	
   

  	
  Alexandria

  	
   

  	
  VA

  
	
  471866

  	
   

  	
  Harbour View Grande 16

  	
   

  	
  Suffolk

  	
   

  	
  VA

  
	
  471867

  	
   

  	
  Valley View Grande 16

  	
   

  	
  Roanoke

  	
   

  	
  VA

  
	
  471868

  	
   

  	
  New Town 12

  	
   

  	
  Williamsburg

  	
   

  	
  VA

  
	
  471869

  	
   

  	
  Fox 16

  	
   

  	
  Brambleton

  	
   

  	
  VA

  
	
  471902

  	
   

  	
  Southpark Mall

  	
   

  	
  Colonial Heights

  	
   

  	
  VA

  
	
  471913

  	
   

  	
  Culpeper 4

  	
   

  	
  Culpeper

  	
   

  	
  VA

  
	
  471936

  	
   

  	
  Westchester Commons 16

  	
   

  	
  Midlothian

  	
   

  	
  VA

  
	
  471995

  	
   

  	
  River Ridge Stadium 14

  	
   

  	
  Lynchburg

  	
   

  	
  VA

  
	
  480001

  	
   

  	
  Office — Mo Malek

  	
   

  	
  Richland

  	
   

  	
  WA

  
	
  48298

  	
   

  	
  Marysville 14

  	
   

  	
  Marysville

  	
   

  	
  WA

  
	
  48331

  	
   

  	
  South Sound 10

  	
   

  	
  Port Orchard

  	
   

  	
  WA

  
	
  48355

  	
   

  	
  Longston Place 14

  	
   

  	
  Puyallup

  	
   

  	
  WA

  
	
  480663

  	
   

  	
  Everett 16

  	
   

  	
  Everett

  	
   

  	
  WA

  
	
  480673

  	
   

  	
  Martin Village 16

  	
   

  	
  Lacey

  	
   

  	
  WA

  
	
  48783

  	
   

  	
  Parkway Plaza 12 (Tukwilla)

  	
   

  	
  Tukwila

  	
   

  	
  WA

  
	
  48824

  	
   

  	
  Columbia Mall 8

  	
   

  	
  Kennewick

  	
   

  	
  WA

  



 


S-37

















 


	
  Lease

  No.

  	
   

  	
  Theatre Name

  	
   

  	
  City

  	
   

  	
  State

  
	
  48827

  	
   

  	
  Three Rivers 5 Cinema

  	
   

  	
  Kelso

  	
   

  	
  WA

  
	
  48843

  	
   

  	
  Vancouver Plaza 10

  	
   

  	
  Vancouver

  	
   

  	
  WA

  
	
  48845

  	
   

  	
  Cascade 16

  	
   

  	
  Vancouver

  	
   

  	
  WA

  
	
  48846

  	
   

  	
  Cinema 99 11

  	
   

  	
  Vancouver

  	
   

  	
  WA

  
	
  48847

  	
   

  	
  City Center 12

  	
   

  	
  Vancouver

  	
   

  	
  WA

  
	
  48877

  	
   

  	
  Auburn 17

  	
   

  	
  Auburn

  	
   

  	
  WA

  
	
  48883

  	
   

  	
  Northtown 12

  	
   

  	
  Spokane

  	
   

  	
  WA

  
	
  48885

  	
   

  	
  South Hill 6 Cinema

  	
   

  	
  Puyallup

  	
   

  	
  WA

  
	
  48887

  	
   

  	
  Lakewood Cinema 15

  	
   

  	
  Tacoma

  	
   

  	
  WA

  
	
  48895

  	
   

  	
  Spokane Valley 12

  	
   

  	
  Spokane

  	
   

  	
  WA

  
	
  48904

  	
   

  	
  Bella Bottega 11

  	
   

  	
  Redmond

  	
   

  	
  WA

  
	
  48905

  	
   

  	
  Crossroads 8

  	
   

  	
  Bellevue

  	
   

  	
  WA

  
	
  48908

  	
   

  	
  Issaquah 9

  	
   

  	
  Issaquah

  	
   

  	
  WA

  
	
  48909

  	
   

  	
  Alderwood 7

  	
   

  	
  Lynwood

  	
   

  	
  WA

  
	
  48914

  	
   

  	
  Bellis Fair 6

  	
   

  	
  Bellingham

  	
   

  	
  WA

  
	
  48916

  	
   

  	
  Sunset Square 6 Cinemas

  	
   

  	
  Bellingham

  	
   

  	
  WA

  
	
  481931

  	
   

  	
  Meridian 16

  	
   

  	
  Seattle

  	
   

  	
  WA

  
	
  481935

  	
   

  	
  The Landing

  	
   

  	
  Renton

  	
   

  	
  WA

  
	
  481937

  	
   

  	
  Thornton Place 14 & IMAX

  	
   

  	
  Seattle

  	
   

  	
  WA

  
	
  49115

  	
   

  	
  Grand Central Mall Cinema 12

  	
   

  	
  Parkersburg

  	
   

  	
  WV

  
	
  491752

  	
   

  	
  Martinsburg 10

  	
   

  	
  Martinsburg

  	
   

  	
  WV

  



 


S-38

















 


FEE
PROPERTIES


 


	
  Theatre

  Number

  	
   

  	
  Circuit

  	
   

  	
  Theatre Name

  	
   

  	
  Theatre Location

  
	
  020918

  	
   

  	
  REGAL

  	
   

  	
  TOTEM 8 THEATRES

  	
   

  	
  AK

  
	
  020921

  	
   

  	
  REGAL

  	
   

  	
  KAMBE THEATRE 3

  	
   

  	
  AK

  
	
  050347

  	
   

  	
  REGAL

  	
   

  	
  HACIENDA CROSSING 21

  	
   

  	
  CA

  
	
  050357

  	
   

  	
  REGAL

  	
   

  	
  FOOTHILL TOWNE CENTER 22

  	
   

  	
  CA

  
	
  051009

  	
   

  	
  EDWARDS

  	
   

  	
  CAMARILLO 12

  	
   

  	
  CA

  
	
  051012

  	
   

  	
  EDWARDS

  	
   

  	
  LA VERNE STADIUM 12

  	
   

  	
  CA

  
	
  051028

  	
   

  	
  EDWARDS

  	
   

  	
  BREA STADIUM 12 EAST

  	
   

  	
  CA

  
	
  051029

  	
   

  	
  EDWARDS

  	
   

  	
  BREA STADIUM 10 WEST

  	
   

  	
  CA

  
	
  051037

  	
   

  	
  EDWARDS

  	
   

  	
  ONTARIO MOUNTAIN VILLAGE 14

  	
   

  	
  CA

  
	
  051185

  	
   

  	
   

  	
   

  	
  CLOVIS MOVIES 8

  	
   

  	
  CA

  
	
  051804

  	
   

  	
   

  	
   

  	
  SAN JACINTO METRO 12

  	
   

  	
  CA

  
	
  100241

  	
   

  	
  REGAL

  	
   

  	
  THE AVENUES 20

  	
   

  	
  FL

  
	
  100285

  	
   

  	
  REGAL

  	
   

  	
  ORMOND BEACH CINEMA 12

  	
   

  	
  FL

  
	
  100412

  	
   

  	
  REGAL

  	
   

  	
  CINEMA KEY WEST 6

  	
   

  	
  FL

  
	
  100418

  	
   

  	
  REGAL

  	
   

  	
  HOLLYWOOD 18, PORT RICHEY

  	
   

  	
  FL

  
	
  101214

  	
   

  	
   

  	
   

  	
  CINEMA 90 6

  	
   

  	
  FL

  
	
  101857

  	
   

  	
   

  	
   

  	
  GOVERNOR’S SQUARE 12

  	
   

  	
  FL

  
	
  101858

  	
   

  	
   

  	
   

  	
  PORT ORANGE 6

  	
   

  	
  FL

  
	
  101859

  	
   

  	
   

  	
   

  	
  REGENCY 11

  	
   

  	
  FL

  
	
  101860

  	
   

  	
   

  	
   

  	
  ROYAL PARK 16

  	
   

  	
  FL

  
	
  101861

  	
   

  	
   

  	
   

  	
  SUN PLAZA 8

  	
   

  	
  FL

  
	
  140620

  	
   

  	
  REGAL

  	
   

  	
  LAKE ZURICH 12

  	
   

  	
  IL

  
	
  210286

  	
   

  	
  REGAL

  	
   

  	
  BEL AIR CINEMA 14

  	
   

  	
  MD

  
	
  211710

  	
   

  	
   

  	
   

  	
  GERMANTOWN 14

  	
   

  	
  MD

  
	
  221716

  	
   

  	
   

  	
   

  	
  HARWICH 6

  	
   

  	
  MA

  
	
  221719

  	
   

  	
  HOYTS

  	
   

  	
  NICKELODEON 5

  	
   

  	
  MA

  
	
  240793

  	
   

  	
  REGAL

  	
   

  	
  BROOKLYN CENTER 20

  	
   

  	
  MN

  
	
  310189

  	
   

  	
  REGAL

  	
   

  	
  MARLBORO CINEMA 8

  	
   

  	
  NJ

  
	
  331144

  	
   

  	
   

  	
   

  	
  LYNBROOK 6

  	
   

  	
  NY

  
	
  340207

  	
   

  	
  REGAL

  	
   

  	
  WILSON CINEMA 6 (CLOSED)

  	
   

  	
  NC

  
	
  341842

  	
   

  	
   

  	
   

  	
  BIRKDALE 16

  	
   

  	
  NC

  
	
  341843

  	
   

  	
   

  	
   

  	
  BRIER CREEK 14

  	
   

  	
  NC

  
	
  341845

  	
   

  	
   

  	
   

  	
  FRANKLIN SQUARE 14

  	
   

  	
  NC

  
	
  341847

  	
   

  	
   

  	
   

  	
  TIMBERLYNE 6

  	
   

  	
  NC

  
	
  341848

  	
   

  	
   

  	
   

  	
  STARLIGHT CINEMA 14

  	
   

  	
  NC

  
	
  360175

  	
   

  	
  REGAL

  	
   

  	
  CINEMASOUTH CINEMA 10

  	
   

  	
  OH

  
	
  360238

  	
   

  	
  REGAL

  	
   

  	
  INDEPENDENCE 10

  	
   

  	
  OH

  
	
  380830

  	
   

  	
  REGAL

  	
   

  	
  NINTH STREET 4 CINEMAS

  	
   

  	
  OR

  
	
  380833

  	
   

  	
  REGAL

  	
   

  	
  ALBANY 7 CINEMAS

  	
   

  	
  OR

  
	
  380854

  	
   

  	
  REGAL

  	
   

  	
  WILSONVILLE 9 CINEMA

  	
   

  	
  OR

  
	
  380855

  	
   

  	
  REGAL

  	
   

  	
  MOVIES ON TV 16

  	
   

  	
  OR

  
	
  380865

  	
   

  	
  REGAL

  	
   

  	
  PILOT BUTTE 6 THEATRES

  	
   

  	
  OR

  



 


S-39

















 


	
  Theatre

  Number

  	
   

  	
  Circuit

  	
   

  	
  Theatre Name

  	
   

  	
  Theatre Location

  
	
  391749

  	
   

  	
  HOYTS

  	
   

  	
  HAZLETON LAUREL MALL 10

  	
   

  	
  PA

  
	
  391750

  	
   

  	
  HOYTS

  	
   

  	
  SAUCON VALLEY SQUARE 10

  	
   

  	
  PA

  
	
  410252

  	
   

  	
  REGAL

  	
   

  	
  AIKEN MALL 8

  	
   

  	
  SC

  
	
  411850

  	
   

  	
   

  	
   

  	
  AZALEA SQUARE 16

  	
   

  	
  SC

  
	
  411851

  	
   

  	
   

  	
   

  	
  MT. PLEASANT 12

  	
   

  	
  SC

  
	
  411853

  	
   

  	
   

  	
   

  	
  CINEMAS 14 - STARLIGHT ANDERSON

  	
   

  	
  SC

  
	
  411854

  	
   

  	
   

  	
   

  	
  SWAMP FOX 14

  	
   

  	
  SC

  
	
  411855

  	
   

  	
   

  	
   

  	
  SANDHILL 16

  	
   

  	
  SC

  
	
  430117

  	
   

  	
  REGAL

  	
   

  	
  HAMILTON PLACE 10-17 - 8 **

  	
   

  	
  TN

  
	
  430120

  	
   

  	
  REGAL

  	
   

  	
  TULLAHOMA CINEMA 8

  	
   

  	
  TN

  
	
  440950

  	
   

  	
  REGAL

  	
   

  	
  METROPOLITAN 14

  	
   

  	
  TX

  
	
  N/A

  	
   

  	
  CORPORATE OFFICE

  	
   

  	
  REGAL CORPORATE OFFICE, 7132 REGAL LANE

  	
   

  	
  TN

  
	
  470161

  	
   

  	
  REGAL

  	
   

  	
  KILN CREEK CINEMA 20

  	
   

  	
  VA

  
	
  470257

  	
   

  	
  REGAL

  	
   

  	
  SEMINOLE SQUARE CINEMA 4

  	
   

  	
  VA

  
	
  470266

  	
   

  	
  REGAL

  	
   

  	
  WESTHAMPTON CINEMA 2

  	
   

  	
  VA

  
	
  480330

  	
   

  	
  REGAL

  	
   

  	
  TALL FIRS 10

  	
   

  	
  WA

  
	
  480829

  	
   

  	
  REGAL

  	
   

  	
  TRIANGLE QUAD CINEMAS

  	
   

  	
  WA

  
	
  480880

  	
   

  	
  REGAL

  	
   

  	
  POULSBO 10

  	
   

  	
  WA

  
	
  480884

  	
   

  	
  REGAL

  	
   

  	
  SILVERDALE 4 THEATRES

  	
   

  	
  WA

  
	
  480911

  	
   

  	
  REGAL

  	
   

  	
  MOUNT LAKE 9 THEATRE

  	
   

  	
  WA

  
	
  480915

  	
   

  	
  REGAL

  	
   

  	
  SEHOME 3 CINEMAS

  	
   

  	
  WA

  
	
  500733

  	
   

  	
  REGAL

  	
   

  	
  COLLEGE AVENUE 16

  	
   

  	
  WI

  



 


S-40

















 


SCHEDULE 4.24(g)


 


STRUCTURAL DEFECTS


 


NONE.


 


S-41
















 


SCHEDULE 4.24(h)


 


REAL ESTATE TRANSFER RIGHTS


 


1.                                       The effect of
development or redevelopment agreements to which some of the Real Estate Assets
owned in fee are subject, pursuant to which the redevelopment agency of the
applicable local government is entitled to notice or approval of any change in
the use of the property, or in the owner or operator of the property.


 


2.                                       Regal granted
options to repurchase three fee-owned properties to Eastern Federal
Corporation.  Those options affect the
Swamp Fox, SC and Royal Park, FL properties.


 


3.                                       Pursuant to documentation governing the DCIP Sale and Leaseback
Transaction, restrictions apply to the sale or transfer of theatres in which
Digital Cinema Equipment subject to such DCIP Sale and Leaseback Transaction is
installed.  Such restrictions do not
apply in the event that Borrower removes such Digital Cinema Equipment from the
theatre being transferred or sold and makes the applicable termination payment
in respect thereof.  In addition, the
transfer of Digital Cinema Equipment from Borrower to any Subsidiary requires
the execution and delivery of a sublease agreement satisfying the requirements
of the DCIP Sale and Leaseback Transaction documentation.


 


S-42

















 


SCHEDULE 4.26(b)


 


LEASE DEFAULTS


 


NONE.


 


S-43

















 


SCHEDULE 5.9(b)


 


TITLE INSURANCE REQUIREMENTS


 


Each such policy shall (A) be in an
amount reasonably satisfactory to the Administrative Agent; (B) be issued
at the most favorable rates available to Borrower; (C) insure that the
Mortgage insured thereby creates a valid first Lien on, and security interest
in, the Real Estate covered by such Mortgage free and clear of all defects and
encumbrances, except for Permitted Liens disclosed therein; (D) name the
Administrative Agent for the benefit of the Secured Parties as the insured
thereunder; (E) be in the form of ALTA Loan Policy 2006 (or equivalent
policies); (F) contain such endorsements and affirmative coverage as the
Administrative Agent may reasonably request in form and substance acceptable to
the Administrative Agent, excluding survey, comprehensive, environmental
protection, lien, zoning and usury, but including, without limitation (to the
extent applicable with respect to such Real Estate and available in the
jurisdiction in which such Real Estate is located), the following endorsements:
variable rate; first loss, last dollar and tie-in; access; separate tax parcel;
contiguity; doing business; subdivision; and such other endorsements as the
Administrative Agent shall reasonably require in order to provide insurance
against specific risks identified by the Administrative Agent in connection
with such Real Estate (provided that such endorsements shall be required only to
the extent customary in the state in which the Real Estate is located and
available at commercially reasonable rates), and (G) be issued by title
companies satisfactory to the Administrative Agent.  The Administrative Agent shall have received
evidence satisfactory to it that all premiums in respect of each such policy,
all charges for mortgage recording tax, and all related expenses, if any, have
been paid. The Administrative Agent shall have received a copy of all recorded
documents referred to, or listed as exceptions to title in, the title policy or
policies referred to in this Schedule and a copy of all other material
documents affecting the subject Real Estate.


 


S-44

















 


SCHEDULE 5.16


 


POST CLOSING MATTERS


 


1.           Within thirty (30) days following the Closing Date (or
such longer period as may be agreed by Administrative Agent in its sole and
absolute discretion) the Borrower and the other Loan Parties shall have
satisfied the provisions of Section 3.1(h).


 


2.           In exchange for, and subject to the contemporaneous
delivery by the Administrative Agent of, the following stock certificates
(collectively, the “Existing Stock Certificates”):


 


a.               Regal Cinemas Holdings, Inc.
stock certificate number 1 relating to 100 shares of common stock issued to
Regal Cinemas Group, Inc., undated;


 


b.              Eastgate Theatre, Inc.,
stock certificate number 55 relating to 38,708 shares of common stock issued to
Act III Theatres, Inc., dated May 26, 1989;


 


c.               Eastgate Theatre, Inc.,
stock certificate number 8P relating to 95,442 shares of preferred stock issued
to Act III Theatres, Inc., dated May 1, 1989; and


 


d.              A 3 Theatres of Texas, Inc.
stock certificate number 4 relating to 100 shares of common stock issued to Act
III Theatres, Inc., dated May 1, 1989;


 


the Borrower shall have delivered to the
Administrative Agent the following original replacement stock certificates
within thirty (30) days following the Closing Date (or such longer period as
may be agreed by Administrative Agent in its sole and absolute discretion):


 


a.               Regal Cinemas Holdings, Inc.
stock certificate representing all shares of common stock issued to Regal
Cinemas, Inc., together with a stock power executed in blank;


 


b.              Eastgate Theatre, Inc.
stock certificate representing all shares of common stock issued to Regal
Cinemas, Inc., together with a stock power executed in blank;


 


c.               Eastgate Theatre, Inc.
stock certificate representing all shares of preferred stock issued to Regal
Cinemas, Inc., together with a stock power executed in blank; and


 


d.              A 3 Theatres of Texas, Inc.
stock certificate representing all shares of common stock issued to Regal
Cinemas, Inc., together with a stock power executed in blank.


 


3.           Within sixty (60) days following the Closing Date (or such
longer period as may be agreed by Administrative Agent in its sole and absolute
discretion) the Borrower shall have used commercially reasonable efforts to
enter into amendments to, or a replacement control agreement with respect to,
the Deposit Account Control Agreement, dated as of May 10, 2004, among
Regal Cinemas, Inc., the Administrative Agent and Bank of America, N.A.
relating to account number 3275900886 in form and substance reasonably
acceptable to the Administrative Agent.


 


S-45

















 


SCHEDULE 6.2(d)


 


EXISTING INDEBTEDNESS


 


1.             The
9.375% senior subordinated notes due 2012 issued by Borrower and Contingent
Obligations of certain of the Restricted Subsidiaries related thereto.


 


2.             Capital
Lease Obligations:


 


	
  Kaufman
  Astoria 14

  	
   

  	
  $

  	
  905,489.34

  	
   

  
	
  Staten
  Island 16

  	
   

  	
  $

  	
  694,770.84

  	
   

  
	
  Bellingham
  14

  	
   

  	
  $

  	
  4,349,972.20

  	
   

  
	
  Westborough
  12

  	
   

  	
  $

  	
  6,777,019.82

  	
   

  
	
  Hunt
  Valley Mall 12

  	
   

  	
  $

  	
  3,531,662.98

  	
   

  



 


3.             EITF
97-10 Capital Lease Obligations:


 


	
  Mall
  of Georgia 20

  	
   

  	
  $

  	
  10,149,310.18

  	
   

  
	
  Augusta
  Exchange 20

  	
   

  	
  $

  	
  8,870,170.05

  	
   

  
	
  Hamburg
  Pavilion 16

  	
   

  	
  $

  	
  6,678,819.28

  	
   

  
	
  Cobblestone
  Square 20

  	
   

  	
  $

  	
  6,951,636.40

  	
   

  
	
  Live
  Oak 18

  	
   

  	
  $

  	
  9,556,795.27

  	
   

  
	
  Waterford
  Lakes 20

  	
   

  	
  $

  	
  6,453,754.54

  	
   

  
	
  Severance
  Town Center 14

  	
   

  	
  $

  	
  1,800,354.45

  	
   

  
	
  Old
  Mill 16

  	
   

  	
  $

  	
  2,630,918.11

  	
   

  
	
  Opry
  Mills 21

  	
   

  	
  $

  	
  12,330,092.08

  	
   

  
	
  Northtown
  12

  	
   

  	
  $

  	
  4,221,561.29

  	
   

  
	
  Shortpump

  	
   

  	
  $

  	
  5,912,798.00

  	
   

  



 


4.             Other
Obligations:


 


	
  Hoyts
  Equipment Loans

  	
   

  	
  $

  	
  241,324.03

  	
   

  



 


S-46

















 


SCHEDULE 6.3(f)


 


EXISTING LIENS


 


1.             The
assets subject to the obligations described under items 2 through 4 of Schedule
6.2(d).


 
















 


EXHIBIT A-1


 


FUNDING
NOTICE


 


Reference is made to the Sixth Amended and Restated
Credit Agreement, dated as of May 19, 2010 (as the same may be amended,
restated, amended and restated, supplemented or otherwise modified from time to
time, or otherwise renewed, refinanced or replaced from time to time (including
subsequent or successive renewals, refinancings or replacements, and pursuant
to one or more agreements or facilities), the “Credit Agreement”; the terms defined therein and not otherwise
defined herein being used herein as therein defined), by and among Regal
Cinemas Corporation (“Borrower”),
the Lenders party thereto from time to time, Credit Suisse AG, Cayman Islands
Branch, as Administrative Agent, and the other agents party thereto.


 


Pursuant to Section [2.1(c)/2.2(c)] of the Credit
Agreement, Borrower desires that Lenders make the following Loans to Borrower
in accordance with the applicable terms and conditions of the Credit Agreement
on [mm/dd/yyyy] (the “Credit Date”):


 


1.            New Term Loan


 


	
  ·                                          Base Rate
  Loans:

  	
   

  	
  $[     ,       ,      ]

  
	
   

  	
   

  	
   

  
	
  ·                                          Eurodollar
  Rate Loans, with an Initial Interest Period of       
  Months[*]:

  	
   

  	
  $[     ,       ,      ]

  



 


2.                                       Revolving Loans


 


	
  ·                                          Base Rate
  Loans:

  	
   

  	
  $[     ,       ,      ]

  
	
   

  	
   

  	
   

  
	
  ·                                          Eurodollar
  Rate Loans, with an Initial Interest Period of                  
  Month(s)[*]:

  	
   

  	
  $[     ,       ,      ]

  



 


Borrower
hereby certifies that:


 


(i)            after making the Loans requested on the Credit Date, the
Total Utilization of Revolving Commitments will not exceed the Revolving
Commitments then in effect;


 


(ii)           as of the Credit Date, the representations and warranties
contained in the Credit Agreement and each other Loan Document are true and
correct in all material respects on and as of the Credit Date to the same
extent as though made on and as of such date, except to the extent such
representations and warranties specifically relate to an earlier date, in which
case such representations and warranties are true and correct in all material
respects on and as of such earlier date; and


 


(iii)                               as of the
Credit Date, no event will have occurred and be continuing or would result from
the consummation of the borrowing contemplated hereby that would constitute an
Event of Default or a Default.


 






[*]                               insert: 1,2,3,6
or (if available to all lenders with loans affected thereby) 12


 


1

















 


	
  Date:
  [mm/dd/yyyy]

  	
  REGAL CINEMAS CORPORATION

  
	
   

  	
   

  
	
   

  	
   

  
	
   

  	
  By:
  

  	
   

  
	
   

  	
  Name:

  
	
   

  	
  Title:

  



 


2

















 


EXHIBIT A-2


 


CONVERSION/CONTINUATION
NOTICE


 


Reference is made to the Sixth Amended and Restated
Credit Agreement, dated as of May 19, 2010 (as the same may be amended,
restated, amended an restated, supplemented or otherwise modified from time to
time, or otherwise renewed, refinanced or replaced from time to time (including
subsequent or successive renewals, refinancings or replacements, and pursuant
to one or more agreements or facilities), the “Credit Agreement”; the terms defined therein and not otherwise
defined herein being used herein as therein defined), by and among Regal
Cinemas Corporation (“Borrower”),
the Lenders party thereto from time to time, Credit Suisse AG, Cayman Islands
Branch, as Administrative Agent, and the other agents party thereto. 


 


Pursuant to Section 2.8 of the Credit Agreement,
Borrower desires to convert or to continue the following Loans, each such
conversion and/or continuation to be effective as of [mm/dd/yyyy]:


 


1.  Term Loans:


 


	
  $[     ,       ,      ]

  	
   

  	
  Eurodollar
  Rate Loans to be continued with Interest Period of        month(s)

  
	
   

  	
   

  	
   

  
	
  $[     ,       ,      ]

  	
   

  	
  Base
  Rate Loans to be converted to Eurodollar Rate Loans with Interest Period of        
  month(s)

  
	
   

  	
   

  	
   

  
	
  $[     ,       ,      ]

  	
   

  	
  Eurodollar
  Rate Loans to be converted to Base Rate Loans

  



 


2.  Revolving Loans:


 


	
  $[     ,       ,      ]

  	
   

  	
  Eurodollar
  Rate Loans to be continued with Interest Period of
           month(s)

  
	
   

  	
   

  	
   

  
	
  $[     ,       ,      ]

  	
   

  	
  Base
  Rate Loans to be converted to Eurodollar Rate Loans with Interest Period of
          month(s)

  
	
   

  	
   

  	
   

  
	
  $[     ,       ,      ]

  	
   

  	
  Eurodollar
  Rate Loans to be converted to Base Rate Loans

  



 


Borrower hereby certifies that as of the date hereof,
no event has occurred and is continuing or would result from the consummation
of the conversion and/or continuation contemplated hereby that would constitute
an Event of Default or a Default.


 


1

















 


	
  Date:
  [mm/dd/yyyy]

  	
  REGAL CINEMAS CORPORATION

  
	
   

  	
   

  
	
   

  	
   

  
	
   

  	
  By:
  

  	
   

  
	
   

  	
  Name:

  
	
   

  	
  Title:

  



 


2

















 


EXHIBIT
A-3


 


ISSUANCE
NOTICE


 


Reference is made to the Sixth Amended and Restated
Credit Agreement, dated as of May 19, 2010 (as the same may be amended,
restated, amended and restated, supplemented or otherwise modified from time to
time, or otherwise renewed, refinanced or replaced from time to time (including
subsequent or successive renewals, refinancings or replacements, and pursuant
to one or more agreements or facilities), the “Credit Agreement”; the terms defined therein and not otherwise
defined herein being used herein as therein defined), by and among Regal
Cinemas Corporation (“Borrower”),
the Lenders party thereto from time to time, Credit Suisse AG, Cayman Islands
Branch, as Administrative Agent, and the other agents party thereto.


 


Pursuant to Section 2.3 of the Credit Agreement,
Borrower desires a Letter of Credit to be issued in accordance with the terms
and conditions of the Credit Agreement on [mm/dd/yyyy] (the “Credit Date”) in an aggregate face amount
of $[     ,       ,      ].


 


Attached hereto for each such Letter of Credit are the
following:


 


(a)           the stated amount of such Letter of
Credit;


 


(b)           the name and address of the
beneficiary;


 


(c)           the expiration date; and


 


(d)           either (i) the verbatim text of
such proposed Letter of Credit, or (ii) a description of the proposed
terms and conditions of such Letter of Credit, including a precise description
of any documents to be presented by the beneficiary which, if presented by the
beneficiary prior to the expiration date of such Letter of Credit, would require
the Issuing Bank to make payment under such Letter of Credit.


 


Borrower hereby certifies that:


 


(i)            after
issuing such Letter of Credit requested on the Credit Date, the Total
Utilization of Revolving Commitments shall not exceed the Revolving Commitments
then in effect;


 


(ii)           as of the
Credit Date, the representations and warranties contained in the Credit
Agreement and each other Loan Document are true and correct in all material
respects on and as of the Credit Date to the same extent as though made on and
as of such date, except to the extent such representations and warranties
specifically relate to an earlier date, in which case such representations and
warranties are true and correct in all material respects on and as of such
earlier date; and


 


(iii)          as of
such Credit Date, no event has occurred and is continuing or would result from
the consummation of the issuance contemplated hereby that would constitute an
Event of Default or a Default.


 


1

















 


	
  Date:
  [mm/dd/yyyy]

  	
  REGAL CINEMAS CORPORATION

  
	
   

  	
   

  
	
   

  	
   

  
	
   

  	
  By:
  

  	
   

  
	
   

  	
  Name:

  
	
   

  	
  Title:

  



 


2

















 


EXHIBIT
B-1


 


TERM
LOAN NOTE


	
  $[                    ]

  	
   

  	
   

  
	
  [mm/dd/yyyy]

  	
   

  	
  New York, New York

  



 


FOR VALUE RECEIVED, REGAL
CINEMAS CORPORATION, a Delaware corporation (“Borrower”), promises to pay [NAME OF LENDER] (“Payee”) or its registered assigns the
principal amount of [DOLLARS] ($[    ,     ,    ])
in the installments referred to below.


 


Borrower also promises to pay interest on the unpaid
principal amount hereof, from the date hereof until paid in full, at the rates
and at the times determined in accordance with the provisions of that certain
Sixth Amended and Restated Credit Agreement, dated as of May 19, 2010 (as
the same may be amended, restated, amended and restated, supplemented or
otherwise modified from time to time, or otherwise renewed, refinanced or
replaced from time to time (including subsequent or successive renewals,
refinancings or replacements, and pursuant to one or more agreements or
facilities), the “Credit Agreement”;
the terms defined therein and not otherwise defined herein being used herein as
therein defined), by and among Borrower, the Lenders party thereto from time to
time, Credit Suisse AG, Cayman Islands Branch, as Administrative Agent, and the
other agents party thereto.


 


Borrower shall make regularly scheduled principal
repayments on this Note as set forth in Section 2.11 of the Credit
Agreement.


 


This Note is one of the “Term Loan Notes” in the
maximum aggregate principal amount of $[•] and is issued pursuant to and
entitled to the benefits of the Credit Agreement, to which reference is hereby
made for a more complete statement of the terms and conditions under which the
Term Loan evidenced hereby was made and is to be repaid.


 


All payments of principal and interest in respect of
this Note shall be made in lawful money of the United States of America in same
day funds at the Principal Office of Administrative Agent or at such other
place as shall be designated in writing for such purpose in accordance with the
terms of the Credit Agreement.  Unless
and until an Assignment Agreement effecting the assignment or transfer of the
obligations evidenced hereby shall have been accepted by Administrative Agent
and recorded in the Register, Borrower, each Agent and Lenders shall be
entitled to deem and treat Payee as the owner and holder of this Note and the
obligations evidenced hereby.  Payee
hereby agrees, by its acceptance hereof, that before disposing of this Note or
any part hereof it will make a notation hereon of all principal payments
previously made hereunder and of the date to which interest hereon has been
paid; provided, the failure to make a notation of any payment made on this Note
shall not limit or otherwise affect the obligations of Borrower hereunder with
respect to payments of principal of or interest on this Note.


 


This Note is subject to mandatory prepayment and to
prepayment at the option of Borrower, each as provided in the Credit Agreement.


 


THIS NOTE AND THE RIGHTS AND OBLIGATIONS OF BORROWER
AND PAYEE HEREUNDER SHALL BE GOVERNED BY, AND SHALL BE CONSTRUED AND ENFORCED
IN ACCORDANCE WITH, THE LAWS OF THE STATE OF NEW YORK.


 


Whenever
possible, each provision of this Note shall be interpreted in such manner as to
be effective and valid under applicable law, but in case any provision of or
obligation under this Note 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.  Whenever in this Note reference is made to
Administrative Agent, Payee or Borrower, such reference shall be


 


1

















 


deemed
to include, as applicable, a reference to their respective successors and
assigns.  The provisions of this Note
shall be binding upon Borrower and its successors and assigns, and shall inure
to the benefit of Payee and its successors and assigns.


 


Upon the occurrence of an Event of Default, the unpaid
balance of the principal amount of this Note, together with all accrued and
unpaid interest thereon, may become, or may be declared to be, due and payable
in the manner, upon the conditions and with the effect provided in the Credit
Agreement.


 


The terms of this Note are subject to amendment only
in the manner provided in the Credit Agreement.


 


No reference herein to the Credit Agreement and no
provision of this Note or the Credit Agreement shall alter or impair the
obligations of Borrower, which are absolute and unconditional, to pay the
principal of and interest on this Note at the place, at the respective times,
and in the currency herein prescribed.


 


Borrower promises to pay all costs and expenses,
including reasonable attorneys’ fees, all as provided in the Credit Agreement,
incurred in the collection and enforcement of this Note.  Borrower and any endorsers of this Note
hereby consent to renewals and extensions of time at or after the maturity
hereof, without notice, and hereby waive diligence, presentment, protest,
demand notice of every kind and, to the full extent permitted by law, the right
to plead any statute of limitations as a defense to any demand hereunder.


 


[Signature
page follows]


 


2

















 


IN WITNESS WHEREOF, Borrower has caused this
Note to be duly executed and delivered by its officer thereunto duly authorized
as of the date and at the place first written above.


 


	
   

  	
  REGAL CINEMAS CORPORATION

  
	
   

  	
   

  
	
   

  	
  By:
  

  	
   

  
	
   

  	
  Name:

  
	
   

  	
  Title:

  



 


3
















EXHIBIT
B-2


 


REVOLVING
LOAN NOTE


 


	
  $[1][    ,    ,    ]

  	
   

  	
   

  
	
  [2][mm/dd/yy]

  	
   

  	
  New York, New York

  



 


FOR VALUE RECEIVED, REGAL
CINEMAS CORPORATION, a Delaware corporation (“Borrower”), promises to pay [NAME OF LENDER] (“Payee”) or its registered assigns, on or before
[•], the lesser of (a) [1][DOLLARS]
($[1][    ,    ,    ])
and (b) the unpaid principal amount of all advances made by Payee to
Borrower as Revolving Loans under the Credit Agreement referred to below.


 


Borrower also promises to pay interest on the unpaid principal
amount hereof, from the date hereof until paid in full, at the rates and at the
times determined in accordance with the provisions of that certain Sixth
Amended and Restated Credit Agreement, dated as of May 19, 2010 (as the
same may be amended, restated, amended and restated, supplemented or otherwise
modified from time to time, or otherwise renewed, refinanced or replaced from
time to time (including subsequent or successive renewals, refinancings or
replacements, and pursuant to one or more agreements or facilities), the “Credit Agreement”; the terms defined
therein and not otherwise defined herein being used herein as therein defined),
by and among Borrower, the Lenders party thereto from time to time, Credit
Suisse AG, Cayman Islands Branch, as Administrative Agent, and the other agents
party thereto.


 


This Revolving Loan Note is one of the “Revolving Loan
Notes” in the maximum aggregate principal amount of $[•] and is issued
pursuant to and entitled to the benefits of the Credit Agreement, to which
reference is hereby made for a more complete statement of the terms and
conditions under which the Revolving Loans evidenced hereby were made and are
to be repaid.


 


All payments of principal and interest in respect of
this Note shall be made in lawful money of the United States of America in same
day funds at the Principal Office of Administrative Agent or at such other
place as shall be designated in writing for such purpose in accordance with the
terms of the Credit Agreement.  Unless
and until an Assignment Agreement effecting the assignment or transfer of the
obligations evidenced hereby shall have been accepted by Administrative Agent
and recorded in the Register, Borrower, each Agent and Lenders shall be
entitled to deem and treat Payee as the owner and holder of this Note and the
obligations evidenced hereby.  Payee
hereby agrees, by its acceptance hereof, that before disposing of this Note or
any part hereof it will make a notation hereon of all principal payments
previously made hereunder and of the date to which interest hereon has been
paid; provided, the failure to make a notation of any payment made on this Note
shall not limit or otherwise affect the obligations of Borrower hereunder with
respect to payments of principal of or interest on this Note.


 


This Note is subject to mandatory prepayment and to
prepayment at the option of Borrower, each as provided in the Credit Agreement.


 


THIS NOTE AND THE RIGHTS AND OBLIGATIONS OF BORROWER
AND PAYEE HEREUNDER SHALL BE GOVERNED BY, AND SHALL BE CONSTRUED AND ENFORCED
IN ACCORDANCE WITH, THE LAWS OF THE STATE OF NEW YORK.


 


Whenever
possible, each provision of this Note shall be interpreted in such manner as to
be effective and valid under applicable law, but in case any provision of or
obligation under this Note shall be invalid, illegal or unenforceable in any
jurisdiction, the validity, legality and enforceability of the remaining
provisions or obligations,


 






[1]           Lender’s Revolving Credit Commitment


 


[2]           Date of Issuance


 


1

















 


or
of such provision or obligation in any other jurisdiction, shall not in any way
be affected or impaired thereby. 
Whenever in this Note reference is made to Administrative Agent, Payee
or Borrower, such reference shall be deemed to include, as applicable, a
reference to their respective successors and assigns.  The provisions of this Note shall be binding upon
Borrower and its successors and assigns, and shall inure to the benefit of
Payee and its successors and assigns.


 


Upon the occurrence of an Event of Default, the unpaid
balance of the principal amount of this Note, together with all accrued and
unpaid interest thereon, may become, or may be declared to be, due and payable
in the manner, upon the conditions and with the effect provided in the Credit
Agreement.


 


The terms of this Note are subject to amendment only
in the manner provided in the Credit Agreement.


 


No reference herein to the Credit Agreement and no
provision of this Note or the Credit Agreement shall alter or impair the
obligations of Borrower, which are absolute and unconditional, to pay the
principal of and interest on this Note at the place, at the respective times,
and in the currency herein prescribed.


 


Borrower promises to pay all costs and expenses,
including reasonable attorneys’ fees, all as provided in the Credit Agreement,
incurred in the collection and enforcement of this Note.  Borrower and any endorsers of this Note hereby
consent to renewals and extensions of time at or after the maturity hereof,
without notice, and hereby waive diligence, presentment, protest, demand notice
of every kind and, to the full extent permitted by law, the right to plead any
statute of limitations as a defense to any demand hereunder.


[Signature page follows]


 


2

















 


IN WITNESS WHEREOF, Borrower has caused this Note to be
duly executed and delivered by its officer thereunto duly authorized as of the
date and at the place first written above.


 


	
   

  	
  REGAL CINEMAS CORPORATION

  
	
   

  	
   

  
	
   

  	
  By:
  

  	
   

  
	
   

  	
  Name:

  	
   

  
	
   

  	
  Title:

  	
   

  



 


3

















 


TRANSACTIONS ON


REVOLVING LOAN NOTE


 


	
  Date

  	
   

  	
  Amount of Loan

  Made This Date

  	
   

  	
  Amount of Principal

  Paid This Date

  	
   

  	
  Outstanding Principal

  Balance This Date

  	
   

  	
  Notation

  Made By

  
	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  
	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  
	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  



 


4

















 


EXHIBIT C


 


COMPLIANCE
CERTIFICATE


THE
UNDERSIGNED HEREBY CERTIFIES, IN HIS CAPACITY AS AN OFFICER OF REGAL CINEMAS
CORPORATION, A DELAWARE CORPORATION (“BORROWER”) AND
NOT INDIVIDUALLY, AS FOLLOWS:


 


1.     I am the Chief Financial Officer of Borrower.


 


2.     I have reviewed the terms of that certain Sixth Amended and
Restated Credit Agreement, dated as of May 19, 2010 (as the same may be
amended, restated, amended and restated, supplemented or otherwise modified
from time to time, or otherwise renewed, refinanced or replaced from time to
time (including subsequent or successive renewals, refinancings or
replacements, and pursuant to one or more agreements or facilities), the “Credit Agreement”; undefined capitalized
terms used herein have the meanings assigned to them therein), by and among
Borrower, the Lenders party thereto from time to time, Credit Suisse AG, Cayman
Islands Branch, as Administrative Agent, and the other agents party thereto,
and I have made, or have caused to be made under my supervision, a review in
reasonable detail of the transactions and condition of Borrower and its
Restricted Subsidiaries during the accounting period covered by the attached
financial statements.


 


3.     The examination described in paragraph 2 above did not disclose,
and I have no knowledge of, the existence of any condition or event that
constitutes an Event of Default or Default during or at the end of the
accounting period covered by the attached financial statements or as of the
date of this Certificate, except as set forth in a separate attachment, if any,
to this Certificate, which separate attachment describes in detail, the nature
of the condition or event, the period during which it has existed and the
action that Borrower or any of its Subsidiaries has taken, is taking, or
proposes to take with respect to each such condition or event.


 


4.     To the best of my knowledge, each Loan Party has observed or
performed all of its covenants and other agreements, and satisfied every
condition, contained in the Credit Agreement and the other Loan Documents to
which it is a party to be observed, performed or satisfied by it.


 


5.     Attached hereto as Annex A, which is incorporated herein
by this reference, are the computations showing compliance with the covenants
set forth in Sections 6.1 and 6.7 of the Credit Agreement, and the computation
showing Consolidated Excess Cash Flow [and the amount thereof required to be
applied toward the repayments of Loans.] 
[Attached hereto as Annex B, which is being delivered at
Administrative Agent’s request and is incorporated herein by this reference,
are the computations showing compliance with the covenants set forth in
Section[s] [6.2,] [6.3,] [6.5,] [6.6,] [6.8,] [6.11 and 6.19] of the Credit
Agreement.]


 


The foregoing
certifications, together with the computations set forth on Annex A and
the financial statements delivered with this Certificate in support hereof, are
made and delivered [            ],
20[  ] pursuant to Section 5.2(b) of the Credit Agreement.


 


	
   

  	
  REGAL
  CINEMAS CORPORATION

  
	
   

  	
   

  	
   

  
	
   

  	
  By:

  	
   

  
	
   

  	
   

  	
  Name:

  
	
   

  	
   

  	
  Title:
  

  



 


1

















 


ANNEX A TO

COMPLIANCE CERTIFICATE


 


For
the Fiscal [Quarter][Year] ending [mm/dd/yyyy].


 


(iv)  Consolidated Adjusted Leverage Ratio


 


	
  Consolidated Adjusted Leverage Ratio (item (i) divided by item (ii) below):

  	
   

  	
  :1.00

  
	
   

  	
   

  	
   

  
	
  Covenant maximum Consolidated Adjusted Leverage
  Ratio (as set forth in Section 6.1(a) of the Credit Agreement):

  	
   

  	
  6.00:1.00

  
	
   

  	
   

  	
   

  
	
  (a)   Consolidated
  Adjusted Debt (item (a) below minus
  item (b) below plus item
  (c) below):

  	
   

  	
  $

  
	
   

  	
   

  	
   

  
	
  (i)    Funded Debt(1) (the
  sum, without duplication, of items (1) through (5) below):

  	
   

  	
  $

  
	
  (1)   Indebtedness for borrowed money:

  	
   

  	
  $

  
	
  (2)   Obligations for the deferred purchase price of Property or services
  (other than trade payables incurred in the ordinary course of business):

  	
   

  	
  $

  
	
  (3)   Obligations evidenced by notes, bonds, debentures or other similar
  instruments:

  	
   

  	
  $

  
	
  (4)   Indebtedness created or arising under any conditional sale or
  other title retention agreement with respect to Property acquired (even
  though the rights and remedies of the seller or lender under such agreement
  in the event of default are limited to repossession or sale of such
  Property):

  	
   

  	
  $

  
	
  (5)   Capital Lease Obligations or Synthetic Lease Obligations:

  	
   

  	
  $

  
	
   

  	
   

  	
   

  
	
  (ii)   Unrestricted and
  unencumbered Cash and Cash Equivalents:

  	
   

  	
  $

  
	
   

  	
   

  	
   

  
	
  (iii)  Consolidated Lease
  Expenses(2) multiplied by
  8:

  	
   

  	
  $

  
	
   

  	
   

  	
   

  
	
  (b)   Consolidated
  EBITDAR (item (a) below plus
  item (b) below):

  	
   

  	
  $

  
	
   

  	
   

  	
   

  
	
  (i)    Consolidated
  EBITDA(3) (item (1) below plus
  item (2) below minus
  item (3) below):

  	
   

  	
  $

  



 






(1)                                  Not including obligations
incurred under the UA Pass-Through Trust Documents.


(2)                                  Not including payments in
respect of Capital Lease Obligations or EITF 97-10 Capital Lease Obligations or
lease obligations in respect of Digital Cinema Equipment owing to any DCIP
entity, and in respect of Synthetic Lease Obligations.  Consolidated Lease Expense shall be
calculated by giving effect to the adjustments to the asset base described in
the definition of “Consolidated EBITDA” in the Credit Agreement.


(3)                                  “Consolidated EBITDA” for
the applicable period shall be (A) determined on the basis that any Permitted
Acquisitions, or other acquisitions or dispositions of revenue producing assets
that were consummated during such period were consummated on the first day of
such period, (B) determined on the basis that any designation of a
Subsidiary as an Unrestricted Subsidiary or a Restricted Subsidiary, as the
case may be, that occurred during such period occurred on the first day of such
period, and (C) increased or decreased, as the case may be, to reflect the
projected good faith identifiable and supportable net cost saving or additional
net costs, as the case may be, resulting from any Permitted Acquisition
consummated during such period by combining the operations of such acquisition
with the operations of Borrower and its Restricted Subsidiaries (as determined
by Borrower based on reasonable assumptions and computations set forth in
sufficient detail and that are reasonably acceptable, in substance, to
Administrative Agent, which determination shall be made on each date on which a
Compliance Certificate for such applicable period is delivered, all in
compliance with the requirements of Regulation S-X for a Form S-1
registration statement under the Securities Act); provided
that, so long as such net savings or additional net costs will be realizable at
any time during such period, it may be assumed, for the purpose of this
footnote, that such net cost savings or additional net costs will be realizable
during the entire period.


 


2

















 


	
  (1)   Consolidated Net Income(1):

  	
   

  	
  $

  
	
   

  	
   

  	
   

  
	
  (2)   Amounts deducted in determining Consolidated Net Income (the
  sum, without duplication, of items (A) through (H) below):

  	
   

  	
  $

  
	
   

  	
   

  	
   

  
	
  (A)  Noncash minority interest expense:

  	
   

  	
  $

  
	
  (B)   Noncash charges (including noncash Consolidated Lease Expense
  and noncash theatre closing costs), amortization (including amortization of
  deferred financing fees), depreciation, noncash restructuring charges or
  reserves, and other noncash reserves and nonrecurring charges:

  	
   

  	
  $

  
	
  (C)   Federal, state and local taxes (whether paid in cash or deferred)
  computed on the basis of income:

  	
   

  	
  $

  
	
  (D)  Consolidated Interest Expense (item 3(ii) below) and
  noncash interest expense:

  	
   

  	
  $

  
	
  (E)   Expenses or charges incurred in connection with the issuance of
  debt or equity securities, and up-front fees paid with respect to credit
  facilities provided by banks and other financial institutions:

  	
   

  	
  $

  
	
  (F)   Transaction Costs and other one-time fees, costs and expenses
  (including legal fees and costs) in connection with the Closing Date
  Transactions and actions related thereto (including obtaining title
  insurance, making filings and recordings of mortgages, deeds of trust,
  financing statements and other actions contemplated by the Loan Documents):

  	
   

  	
  $

  
	
  (G)   Expenses or charges incurred in connection with real estate
  financings:

  	
   

  	
  $

  
	
  (H)  Fees and expenses paid in connection with Permitted Acquisitions
  and investments:

  	
   

  	
  $

  
	
   

  	
   

  	
   

  
	
  (3)   Amounts included in determining Consolidated Net Income (the
  sum, without duplication, of items (A) through (C) below):

  	
   

  	
  $

  



 






(1)                                  In calculating Consolidated
Net Income for any period, there shall be excluded (a) the income (or
deficit) of any Restricted Subsidiary accrued prior to the date it becomes a
Restricted Subsidiary or is merged into or consolidated with Borrower or any of
its Restricted Subsidiaries, except as set forth in clause (A) of footnote
3, (b) the income (or deficit) of any Person (other than a Restricted
Subsidiary) in which Borrower or any of its Restricted Subsidiaries has an
ownership interest, except to the extent that any such income is actually
received by Borrower or such Restricted Subsidiary in the form of dividends or
similar distributions; notwithstanding the foregoing, all dividends or similar
distributions actually received by Borrower or such Restricted Subsidiary from
NCM shall be included in Consolidated Net Income to the extent not excluded
pursuant to clause (e) below, (c) the undistributed earnings of any
Restricted Subsidiary to the extent that the declaration or payment of
dividends or similar distributions by such Restricted Subsidiary is not at the
time permitted by the terms of any Contractual Obligation (other than under any
Loan Document) or Requirement of Law applicable to such Restricted Subsidiary, (d) all
gains (but not losses) that 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 and from any
cancellation of indebtedness gains or income) and (e) NCM Extraordinary
Payments and taxes relating to such NCM Extraordinary Payments.


 


3

















 


	
  (A)  Noncash gains:

  	
   

  	
  $

  
	
  (B)   Nonrecurring gains:

  	
   

  	
  $

  
	
  (C)   Cash payments made with respect to noncash charges or reserves
  included in item (2) above for a prior period:

  	
   

  	
  $

  
	
   

  	
   

  	
   

  
	
  (ii)   Rent expenses(1):

  	
   

  	
  $

  



 






(1)                                  Calculated by
giving effect to the adjustments to the asset base described in the definition
of “Consolidated EBITDA” in the Credit Agreement.


 


4
















 


	
  (v)   Consolidated Leverage Ratio

  	
   

  	
   

  
	
   

  	
   

  	
   

  
	
  Consolidated Leverage Ratio (item (i) below divided by item (ii) below):

  	
   

  	
  :1.00

  
	
   

  	
   

  	
   

  
	
  Covenant maximum Consolidated Leverage Ratio (as
  set forth in Section 6.1(b) of the Credit Agreement):

  	
   

  	
  4.00:1.00

  
	
   

  	
   

  	
   

  
	
  (a)   Consolidated
  Total Debt (item (a) below minus
  item (b) below):

  	
   

  	
  $

  	
    

  
	
   

  	
   

  	
   

  
	
  (i)    Funded Debt (item
  1(i)(a) above):

  	
   

  	
  $

  	
    

  
	
   

  	
   

  	
   

  
	
  (ii)   Unrestricted and
  unencumbered Cash and Cash Equivalents (item 1(i)(b) above):

  	
   

  	
  $

  	
    

  
	
   

  	
   

  	
   

  
	
  (b)   Consolidated
  EBITDA (item 1(ii)(a) above):

  	
   

  	
  $

  	
    

  
	
   

  	
   

  	
   

  
	
  (vi)  Consolidated Adjusted Interest Coverage
  Ratio

  	
   

  	
   

  
	
   

  	
   

  	
   

  
	
  Consolidated Adjusted Interest Coverage Ratio (item
  (i) below divided by
  (the sum of items (ii) and (iii) below)):

  	
   

  	
  :1.00

  
	
   

  	
   

  	
   

  
	
  Covenant minimum Consolidated Adjusted Interest
  Coverage Ratio (as set forth in Section 6.1(c) of the Credit Agreement):

  	
   

  	
  1.50:1.00

  
	
   

  	
   

  	
   

  
	
  (a)   Consolidated
  EBITDAR (item 1(ii) above):

  	
   

  	
  $

  	
    

  
	
   

  	
   

  	
   

  
	
  (b)   Consolidated
  Interest Expense(1):

  	
   

  	
  $

  	
    

  
	
   

  	
   

  	
   

  
	
  (c)   Consolidated
  Lease Expense(2):

  	
   

  	
  $

  	
    

  



 








	
  (1)

  	
  Calculated
  on a pro forma basis to give effect to
  Indebtedness incurred during such period to finance Permitted Acquisitions or
  other acquisitions as if such Indebtedness had been incurred on the first day
  of such period.

  
	
   

  	
   

  
	
  (2)

  	
  Not
  including payments in respect of Capital Lease Obligations or EITF 97-10
  Capital Lease Obligations or lease obligations in respect of Digital Cinema
  Equipment owing to any DCIP Entity, and in respect of Synthetic Lease
  Obligations. Consolidated Lease Expense shall be calculated by giving effect
  to the adjustments to the asset base described in the definition of
  “Consolidated EBITDA” in the Credit Agreement.

  






 


5

















 


	
  (vii) Capital Expenditures

  	
   

  	
   

  
	
   

  	
   

  	
   

  
	
  (a)   Capital
  Expenditures(1) for the current Fiscal [Quarter][Year]:

  	
   

  	
  $

  	
    

  
	
   

  	
   

  	
   

  
	
  (b)   The amount available for Capital
  Expenditures in the previous Fiscal Year(2) carried forward to the
  current Fiscal Year(3):

  	
   

  	
  $

  	
    

  
	
   

  	
   

  	
   

  
	
  (c)   Capital Expenditures net of amount carried
  forward from the previous Fiscal Year (item (i) above minus  item (ii) above (if
  positive), otherwise 0):

  	
   

  	
  $

  	
    

  
	
   

  	
   

  	
   

  
	
  (d)   Consolidated EBITDA(4) (item 1(ii)(a) above)
  multiplied by 0.35:

  	
   

  	
  $

  	
    

  
	
   

  	
   

  	
   

  
	
  (e)   Carry-forward amount (item (iv) above
  minus item (iii) above
  (if positive), otherwise 0):

  	
   

  	
  $

  	
    

  
	
   

  	
   

  	
   

  
	
  (f)    Capital Expenditures in excess of amounts
  available therefor from the amount carried forward from the previous Fiscal
  Year and the current Fiscal Year’s Consolidated EBITDA (item (iii) above
  minus item (iv) above
  (if positive), otherwise 0):

  	
   

  	
  $

  	
    

  
	
   

  	
   

  	
   

  
	
  (g)   Net Cash Proceeds received as a capital
  contribution or from issuances or sales to Holdings of Capital Stock of
  Borrower, in each case after the Closing Date, to the extent that (x) such
  Net Cash Proceeds are not required to be applied to repay Loans pursuant to
  Sections 2.13(b) and 2.14 of the Credit Agreement, and (y) Borrower
  could make a Restricted Payment of the same amount pursuant to Section 6.6(e) of
  the Credit Agreement:

  	
   

  	
  $

  	
    

  
	
   

  	
   

  	
   

  
	
  (h)   Item (vi) above minus item (vii) above (if
  positive, then Borrower is in covenant compliance)(5):

  	
   

  	
  $

  	
    

  



 








	
  (1)

  	
  For
  purposes of this item 4, Capital Expenditures shall not include
  Permitted Acquisitions made in accordance with Section 6.8(f) of
  the Credit Agreement.

  
	
  (2)

  	
  Pursuant
  to Section 6.7(a) of the Credit Agreement.

  
	
  (3)

  	
  Pursuant
  to Section 6.7(a) of the Credit Agreement.

  
	
  (4)

  	
  For
  purposes of this item 4(iv), Consolidated EBITDA shall be increased by an
  amount equal to (i) the Consolidated EBITDA during the last fiscal year
  for which audited financial statements are available of any Restricted
  Subsidiary acquired, or (ii) the Consolidated EBITDA that would have
  been attributable to any assets acquired in a Permitted Acquisition during
  the last fiscal year (as reasonably determined by Borrower and approved by
  Administrative Agent), in each case in the current Fiscal Year (calculated by
  reference to such acquired Restricted Subsidiary and its Restricted
  Subsidiaries only), multiplied by 0.35, multiplied by a fraction, the
  numerator of which is 365 minus the number of days that elapsed in the
  current Fiscal Year prior to such acquisition, and the denominator of which
  is 365).

  
	
  (5)

  	
  Covenant
  compliance analysis to be included with the Compliance Certificates delivered
  concurrently with the delivery of the financial statements referred to in
  Section 5.1(a) of the Credit Agreement.

  






 


6

















 


	
  (viii)                        Consolidated
  Excess Cash Flow

  	
   

  	
   

  
	
   

  	
   

  	
   

  
	
  (a)   Consolidated Net Income (item 1(ii)(a)(1) above):

  	
   

  	
  $

  	
    

  
	
   

  	
   

  	
   

  
	
  (b)   Add backs (in the case of items (b) through
  (d) below, to the extent deducted in calculating Consolidated Net
  Income) (the sum, without duplication, of items (a) through (c) below):

  	
   

  	
  $

  	
    

  
	
   

  	
   

  	
   

  
	
  (i)             Consolidated Working Capital Adjustment (item (1) below
  minus  item (2) below):

  	
   

  	
  $

  	
    

  
	
   

  	
   

  	
   

  
	
  (1)   As at [first day of current Fiscal Year],
  the excess of Consolidated Current Assets over Consolidated Current Liabilities(1):

  	
   

  	
  $

  	
    

  
	
   

  	
   

  	
   

  
	
  (2)   As at [last day of current Fiscal Year],
  the excess of Consolidated Current Assets over Consolidated Current Liabilities:

  	
   

  	
  $

  	
    

  
	
   

  	
   

  	
   

  
	
  (ii)          Expenses, premiums or charges incurred in connection with
  the issuance of debt or equity securities, fees paid in respect of credit
  facilities provided by banks and other financial institutions, and one-time
  fees, costs and expenses (including legal fees and costs) in connection with
  the Closing Date Transactions and actions related thereto (including
  obtaining title insurance, making filings and recordings of mortgages, deeds
  of trust, financing statements, and other actions contemplated by the Loan
  Documents):

  	
   

  	
  $

  	
    

  
	
   

  	
   

  	
   

  
	
  (iii)       Depreciation
  and amortization:

  	
   

  	
  $

  	
    

  
	
   

  	
   

  	
   

  
	
  (iv)      Other
  noncash charges or losses:

  	
   

  	
  $

  	
    

  
	
   

  	
   

  	
   

  
	
  (c)   Deductions (the sum, without duplication,
  of items (a) through (c) below):

  	
   

  	
  $

  	
    

  
	
   

  	
   

  	
   

  
	
  (i)             Voluntary and scheduled repayments of Consolidated Total
  Debt (excluding (1) voluntary repayments of the Loans, and (2) repayments
  financed with Indebtedness):

  	
   

  	
  $

  	
    

  
	
   

  	
   

  	
   

  
	
  (ii)          Capital Expenditures made with internally-generated cash
  (net of any proceeds of (x) any related financings with respect to such
  expenditures, and (y) any Asset Sales used to finance such
  expenditures):

  	
   

  	
  $

  	
    

  
	
   

  	
   

  	
   

  
	
  (iii)       Noncash
  gains included in determining such Consolidated Net Income:

  	
   

  	
  $

  	
    

  
	
   

  	
   

  	
   

  
	
  (d)   Consolidated Excess Cash Flow (item (i) above
  plus item (ii) above
  minus item (iii) above):

  	
   

  	
  $

  	
    

  
	
   

  	
   

  	
   

  
	
                                                  Mandatory
  prepayment amount (if Consolidated Leverage Ratio (item 2 above) is
  greater than 3.75:1.00, then 50% of item (iv) above, otherwise
  enter 0)(2):

  	
   

  	
  $

  	
    

  



 








	
  (1)

  	
  To
  exclude the current portion of any balance sheet liabilities attributable to
  NCM Extraordinary Payments.

  
	
  (2)

  	
  To
  be included with the Compliance Certificates delivered concurrently with the
  delivery of the financial statements referred to in
  Section 5.1(a) of the Credit Agreement.

  






 


7
















 


EXHIBIT
D


 


ASSIGNMENT
AND ASSUMPTION AGREEMENT


 


This Assignment and Assumption Agreement (the “Assignment”) is dated as of the Effective
Date set forth below and is entered into by and between [Insert name of Assignor] (the “Assignor”) and [Insert name of Assignee] (the “Assignee”).  Capitalized
terms used but not defined herein shall have the meanings given to them in the
Credit Agreement identified below (as the same may be amended, restated,
amended and restated, supplemented or otherwise modified from time to time, or
otherwise renewed, refinanced or replaced from time to time (including
subsequent or successive renewals, refinancings or replacements, and pursuant
to one or more agreements or facilities), the “Credit Agreement”), receipt of a copy of which is hereby
acknowledged by the Assignee.  The
Standard Terms and Conditions set forth in Annex 1 attached hereto are
hereby agreed to and incorporated herein by reference and made a part of this
Assignment as if set forth herein in full.


 


For an agreed consideration, the Assignor hereby
irrevocably sells and assigns to the Assignee, and the Assignee hereby
irrevocably purchases and assumes from the Assignor, subject to and in
accordance with the Standard Terms and Conditions and the Credit Agreement, as of
the Effective Date inserted by the Administrative Agent as contemplated below,
the interest in and to all of the Assignor’s rights and obligations under the
Credit Agreement and any other documents or instruments delivered pursuant
thereto that represents the amount and percentage interest identified below of
all of the Assignor’s outstanding rights and obligations under the respective
facilities identified below (including, to the extent included in any such
facilities, letters of credit) (the “Assigned
Interest”).  Such sale and
assignment is without recourse to the Assignor and, except as expressly
provided in this Assignment and the Credit Agreement, without representation or
warranty by the Assignor.


 


	
  1.

  	
  Assignor:

  	
   

  
	
   

  	
   

  	
   

  
	
  2.

  	
  Assignee:

  	
                                                
  and is an Eligible Assignee (and is not a “competitor” as defined in the
  definition of Eligible Assignee set forth in the Credit Agreement).

  
	
   

  	
   

  	
   

  
	
  3.

  	
  Borrower:

  	
  Regal
  Cinemas Corporation

  
	
   

  	
   

  	
   

  
	
  4.

  	
  Administrative
  Agent:

  	
  Credit
  Suisse AG, Cayman Islands Branch, as the administrative agent under the
  Credit Agreement

  
	
   

  	
   

  	
   

  
	
  5.

  	
  Credit
  Agreement:

  	
  The
  Sixth Amended and Restated Credit Agreement, dated as of May 19, 2010,
  by and among Regal Cinemas Corporation, the Lenders party thereto from time
  to time, Credit Suisse AG, Cayman Islands Branch, as Administrative Agent,
  and the other agents party thereto.

  



 


1

















 


6.                                       Assigned
Interest:


 


	
  Facility Assigned

  	
   

  	
  Aggregate Amount of

  Commitment/Loans

  for all Lenders

  	
   

  	
  Amount of

  Commitment/Loans

  Assigned

  	
   

  	
  Percentage Assigned

  of

  Commitment/Loans

  [*]

  	
   

  
	
   

  	
  [**]

  	
  $

  	
   

  	
   

  	
  $

  	
   

  	
   

  	
   

  	
  %

  
	
   

  	
   

  	
  $

  	
   

  	
   

  	
  $

  	
   

  	
   

  	
   

  	
  %

  
	
   

  	
   

  	
  $

  	
   

  	
   

  	
  $

  	
   

  	
   

  	
   

  	
  %

  



 


Effective
Date:                           ,
20     [TO BE INSERTED BY ADMINISTRATIVE AGENT AND WHICH
SHALL BE THE EFFECTIVE DATE OF RECORDATION OF TRANSFER IN THE REGISTER
THEREFOR.]


 


7.                                       Notice and Wire
Instructions:


 


 


	
  [NAME OF ASSIGNOR]

  	
   

  	
  [NAME OF ASSIGNEE]

  
	
   

  	
   

  	
   

  	
   

  
	
  Notices:

  	
   

  	
  Notices:

  	
   

  
	
   

  	
   

  	
   

  	
   

  	
   

  
	
   

  	
   

  	
   

  	
   

  	
   

  
	
   

  	
   

  	
   

  	
   

  	
   

  
	
   

  	
   

  	
   

  	
   

  	
   

  
	
   

  	
   

  	
   

  	
   

  	
   

  
	
   

  	
  Attention:

  	
   

  	
   

  	
  Attention:

  
	
   

  	
  Telecopier:

  	
   

  	
   

  	
  Telecopier:

  
	
   

  	
   

  	
   

  	
   

  
	
  with
  a copy to:

  	
   

  	
  with
  a copy to:

  
	
   

  	
   

  	
   

  	
   

  	
   

  
	
   

  	
   

  	
   

  	
   

  	
   

  
	
   

  	
   

  	
   

  	
   

  	
   

  
	
   

  	
   

  	
   

  	
   

  	
   

  
	
   

  	
  Attention:

  	
   

  	
   

  	
  Attention:

  
	
   

  	
  Telecopier:

  	
   

  	
   

  	
  Telecopier:

  
	
   

  	
   

  	
   

  	
   

  	
   

  
	
   

  	
   

  	
   

  	
   

  	
   

  
	
  Wire
  Instructions:

  	
   

  	
  Wire
  Instructions:

  



 






[*]Set forth, to at least 9 decimals, as a percentage of the
Commitment/Loans of all Lenders thereunder.


 


[**]Fill in the appropriate terminology for the types of facilities
under the Credit Agreement that are being assigned under this Assignment (e.g.
“Revolving Commitment”, “Term Loan”)


 


2

















 


The terms set forth in this Assignment are hereby agreed to:


 


 


	
   

  	
  ASSIGNOR

  
	
   

  	
  [NAME OF ASSIGNOR]

  
	
   

  	
   

  
	
   

  	
  By:

  	
   

  
	
   

  	
  Name:

  	
   

  
	
   

  	
  Title:

  	
   

  
	
   

  	
   

  	
   

  
	
   

  	
  ASSIGNEE

  
	
   

  	
  [NAME OF ASSIGNEE]

  
	
   

  	
   

  	
   

  
	
   

  	
   

  	
   

  
	
   

  	
  By:

  	
   

  
	
   

  	
  Name:

  	
   

  
	
   

  	
  Title:

  	
   

  
	
  [Consented
  to and][***] Accepted:

  	
   

  	
   

  



 


CREDIT SUISSE AG, CAYMAN ISLANDS BRANCH,


as
Administrative Agent


 


	
  By:

  	
   

  	
   

  
	
  Name:

  	
   

  	
   

  
	
  Title:

  	
   

  	
   

  
	
   

  	
   

  	
   

  
	
   

  	
   

  	
   

  
	
  [Consented to:][****]

  	
   

  
	
   

  	
   

  
	
  REGAL
  CINEMAS CORPORATION

  	
   

  
	
   

  	
   

  	
   

  
	
  By:

  	
   

  	
   

  
	
  Name:

  	
   

  	
   

  
	
  Title:

  	
   

  	
   

  



 






[***]To
be added only if the consent of Administrative Agent is required by the terms
of the Credit Agreement.


 


[****]To
be added only if the consent of Borrower is required by the terms of the Credit
Agreement.


 


3
















 


ANNEX 1


 


STANDARD TERMS AND
CONDITIONS FOR ASSIGNMENT

AND ASSUMPTION AGREEMENT


 


1.                                      Representations
and Warranties.


 


1.1                     Assignor.  The Assignor (a) represents and warrants
that (i) it is the legal and beneficial owner of the Assigned Interest, (ii) the
Assigned Interest is free and clear of any lien, encumbrance or other adverse
claim and (iii) it has full power and authority, and has taken all action
necessary, to execute and deliver this Assignment and to consummate the
transactions contemplated hereby; and (b) assumes no responsibility with
respect to (i) any statements, warranties or representations made in or in
connection with any Loan Document, (ii) the execution, legality, validity,
enforceability, genuineness, sufficiency or value of the Credit Agreement or
any other instrument or document delivered pursuant thereto, other than this
Assignment (herein collectively the “Loan
Documents”), or any collateral thereunder, (iii) the financial
condition of Borrower, any of its Subsidiaries or Affiliates or any other
Person obligated in respect of any Loan Document or (iv) the performance
or observance by Borrower, any of its Subsidiaries or Affiliates or any other
Person of any of their respective obligations under any Loan Document.


 


1.2                     Assignee.  The Assignee (a) represents and warrants
that (i) it has full power and authority, and has taken all action
necessary, to execute and deliver this Assignment and to consummate the
transactions contemplated hereby and to become a Lender under the Credit
Agreement, (ii) it meets all requirements of an Eligible Assignee under
the Credit Agreement, (iii) from and after the Effective Date, it shall be
bound by the provisions of the Credit Agreement and, to the extent of the
Assigned Interest, shall have the obligations of a Lender thereunder, (iv) it
has received a copy of the Credit Agreement and such other documents and
information as it has deemed appropriate to make its own credit analysis and
decision to enter into this Assignment and to purchase the Assigned Interest on
the basis of which it has made such analysis and decision, and (v) if it
is a Non-US Lender, attached to this Assignment is any documentation required
to be delivered by it pursuant to the terms of the Credit Agreement, duly
completed and executed by the Assignee; and (b) agrees that (i) it
will, independently and without reliance on the Administrative Agent, the
Assignor or any other Lender, and based on such documents and information as it
shall deem appropriate at that time, continue to make its own credit decisions
in taking or not taking action under the Loan Documents, and (ii) it will
perform in accordance with their terms all of the obligations which by the
terms of the Loan Documents are required to be performed by it as a Lender.


 


2.                                      Payments.  From and after the Effective
Date, the Administrative Agent shall make all payments in respect of the
Assigned Interest (including payments of principal, interest, fees and other
amounts) to the Assignee whether such amounts have accrued prior to or on or
after the Effective Date.  The Assignor
and the Assignee shall make all appropriate adjustments in payments by the
Administrative Agent for periods prior to the Effective Date or with respect to
the making of this assignment directly between themselves.


 


3.                                      General
Provisions.  This
Assignment shall be binding upon, and inure to the benefit of, the parties
hereto and their respective successors and assigns.  This Assignment may be executed in any number
of counterparts, which together shall constitute one instrument.  Delivery of an executed counterpart of a
signature page of this Assignment by telecopy shall be effective as
delivery of a manually executed counterpart of this Assignment.  This Assignment shall be governed by, and
construed in accordance with, the internal laws of the State of New York
without regard to conflict of laws principles thereof.


 


4

















 


EXHIBIT E


 


CERTIFICATE RE NON-BANK STATUS


 


Reference is made to the
Sixth Amended and Restated Credit Agreement, dated as of May 19, 2010 (as
the same may be amended, restated, amended and restated, supplemented or
otherwise modified from time to time, or otherwise renewed, refinanced or
replaced from time to time (including subsequent or successive renewals,
refinancings or replacements, and pursuant to one or more agreements or
facilities), the “Credit Agreement”;
the terms defined therein and not otherwise defined herein being used herein as
therein defined), by and among Regal Cinemas Corporation, the Lenders party
thereto from time to time, Credit Suisse AG, Cayman Islands Branch, as
Administrative Agent, and the other agents party thereto.  Pursuant to Section 2.19(e) of the
Credit Agreement, the undersigned hereby certifies that it is not a “bank” or
other Person described in Section 881(c)(3) of the Internal Revenue
Code of 1986, as amended.


 


 


	
   

  	
  [NAME OF LENDER]

  
	
   

  	
   

  
	
   

  	
  By:
  

  	
   

  
	
   

  	
   

  	
  Name:

  
	
   

  	
   

  	
  Title:

  



 


1

















 


EXHIBIT F-1


 


CLOSING DATE CERTIFICATE


 


May 19, 2010


 


THE UNDERSIGNED HEREBY CERTIFY, EACH IN HIS OR HER
CAPACITY AS AN OFFICER OF REGAL CINEMAS CORPORATION, A DELAWARE CORPORATION (“BORROWER”)
AND NOT INDIVIDUALLY, AS FOLLOWS:


 


1.  We are, respectively, the chief financial
officer and the executive vice president of Borrower.


 


2.  We have reviewed the terms of Section 3
of the Sixth Amended and Restated Credit Agreement, dated as of May 19,
2010 (as the same may be amended, restated, supplemented or otherwise modified
from time to time, or otherwise renewed, refinanced or replaced from time to
time (including subsequent or successive renewals, refinancings or
replacements, and pursuant to one or more agreements or facilities), the “Credit Agreement”; the terms defined
therein and not otherwise defined herein being used herein as therein defined),
by and among Regal Cinemas Corporation, the Lenders party thereto from time to
time, Credit Suisse AG, Cayman Islands Branch, as Administrative Agent and as
Issuing Bank, and the other Agents party thereto, and the definitions and
provisions contained in such Credit Agreement relating thereto, and in our
opinion we have made, or have caused to be made under our supervision, such
examination or investigation as is necessary to enable us to express an
informed opinion as to the matters referred to herein.


 


3.  Based upon our review and examination
described in paragraph 2 above, we hereby certify, on behalf of Borrower and
not in our individual capacities, that as of the date hereof:


 


(i)            the representations
and warranties of Borrower contained in each of the Loan Documents to which it
is a party are true and correct in all material respects on and as of the
Closing Date, except to the extent such representations and warranties
specifically relate to an earlier date, in which case such representations and
warranties are true and correct in all material respects on and as of such
earlier date;


 


(ii)           Borrower has
performed in all material respects all agreements and satisfied all conditions
that the Credit Agreement provides shall be performed or satisfied on or before
the Closing Date; and


 


(iii)          no event has
occurred and is continuing or would result from the consummation of the
transactions contemplated by the Credit Agreement on the date hereof that would
constitute an Event of Default or a Default.


 


4.  Each Loan Party has requested Hogan Lovells
US LLP and  Bass, Berry &
Sims, PLC to deliver to the Administrative Agent and Lenders and their
respective counsel on the Closing Date favorable written opinions in form
satisfactory to Administrative Agent and, furthermore, each of Hogan Lovells US
LLP and  Bass, Berry &
Sims, PLC is entitled to rely upon this Closing Date Certificate in connection
with the issuance of such written opinions.


 


5.    Since December 31, 2009, there has not
occurred a Material Adverse Effect.


 


[Remainder of page intentionally
left blank]


 


1

















 


The foregoing
certifications are made and delivered as of the date first written above.


 


 


	
   

  	
  REGAL CINEMAS CORPORATION

  
	
   

  	
   

  
	
   

  	
   

  
	
   

  	
   

  
	
   

  	
  Name:
  Peter B. Brandow

  
	
   

  	
  Title:
  Executive Vice President

  
	
   

  	
   

  
	
   

  	
   

  
	
   

  	
   

  
	
   

  	
  Name:
  David Ownby

  
	
   

  	
  Title: Chief Financial
  Officer

  



 


2

















 


EXHIBIT F-2


 


SOLVENCY CERTIFICATE


 


May 19, 2010


 


THE
UNDERSIGNED HEREBY CERTIFIES, IN HIS CAPACITY AS AN OFFICER OF REGAL CINEMAS
CORPORATION, A DELAWARE CORPORATION (“BORROWER”) AND NOT INDIVIDUALLY, AS FOLLOWS:


 


1.  I am the chief financial officer of Borrower.


 


2.  Reference is made to that certain Sixth
Amended and Restated Credit Agreement, dated as of May 19, 2010 (as the
same may be amended, restated, supplemented or otherwise modified from time to
time, or otherwise renewed, refinanced or replaced from time to time (including
subsequent or successive renewals, refinancings or replacements, and pursuant
to one or more agreements or facilities), the “Credit Agreement”; the terms defined therein and not otherwise
defined herein being used herein as therein defined), by and among Regal
Cinemas Corporation, the Lenders party thereto from time to time, Credit Suisse
AG, Cayman Islands Branch, as Administrative Agent and Issuing Bank, and the
other Agents party thereto.


 


3.  I have reviewed the terms of Sections 3 and 4
of the Credit Agreement and the definitions and provisions contained in the
Credit Agreement relating thereto, together with each of the other Loan
Documents, and, in my opinion, have made, or have caused to be made under my
supervision, such examination or investigation as is necessary to enable me to
express an informed opinion as to the matters referred to herein.


 


4.  Based upon my review and examination
described in paragraph 3 above, I hereby certify that as of the date hereof,
after giving effect to the consummation of the Closing Date Transactions, the related
financings and the other transactions contemplated by the Loan Documents and
after giving effect to any applicable rights of contribution of such Person in
respect of Guarantied Obligations, Borrower and its Subsidiaries are and will
be Solvent.


 


[Remainder of page intentionally left blank]


 


1

















 


The foregoing
certifications are made and delivered as of the date first written above.


 


	
   

  	
   

  
	
   

  	
  Name:
  David Ownby

  
	
   

  	
  Title: Chief Financial
  Officer

  



 


2

















 


EXHIBIT G-1


 


GUARANTY AND COLLATERAL AGREEMENT


 


[to be attached]


 


1

















 


EXHIBIT G-2


 


GUARANTY AND PLEDGE AGREEMENT


 


[to be attached]


 


1






 












 


EXHIBIT G-3


 


PARENT GUARANTY


 


[to be attached]


 


1

















 


EXHIBIT H


FORM OF NEW MORTGAGE


 


[to be attached]


 


1

















 


EXHIBIT I


 


AMENDED
AND RESTATED INTERCOMPANY NOTE


 


THIS NOTE IS SUBORDINATED IN THE
MANNER SET FORTH HEREIN TO ALL OF THE

PAYORS’ OBLIGATIONS IN RESPECT OF THE SENIOR INDEBTEDNESS DESCRIBED HEREIN.


 


AMENDED AND
RESTATED INTERCOMPANY NOTE


 


New York, New York


May 19, 2010


 


FOR VALUE RECEIVED, each
of the undersigned, to the extent a borrower from time to time from any other
entity listed on the signature page hereto (each, in such capacity, a “Payor”), hereby promises to pay on demand
to the order of such other entity listed below (each, in such capacity, a “Payee”), in lawful money of the United
States of America in immediately available funds, at such location in the
United States of America as a Payee shall from time to time designate, the
unpaid principal amount of all loans and advances made by such Payee to such
Payor.  Each Payor promises also to pay
interest on the unpaid principal amount of all such loans and advances in like
money at said location from the date of such loans and advances until paid at
such rate per annum as shall be agreed upon from time to time by such Payor and
such Payee.


 


This note (this “Note”)
is being issued in connection with the Sixth Amended and Restated Credit
Agreement (as amended, restated, amended and restated, supplemented or
otherwise modified from time to time, the “Credit
Agreement”), dated as of May 19, 2010, among Regal Cinemas
Corporation, a Delaware corporation (the “Borrower”),
the several banks and other financial institutions or entities from time to
time parties thereto (the “Lenders”),
Credit Suisse AG, Cayman Islands Branch, as administrative agent (in such
capacity, “Administrative Agent”),
and the other agents party thereto. 
Undefined capitalized terms used herein have the meanings assigned to
them in the Credit Agreement.  Each Payee
hereby acknowledges and agrees that Administrative Agent may exercise all
rights provided to Administrative Agent in the Credit Agreement and the
Guaranty and Collateral Agreement with respect to this Note.


 


Anything in this Note to the contrary notwithstanding,
the indebtedness evidenced by this Note shall be subordinate and junior in
right of payment, to the extent and in the manner hereinafter set forth, to all
Obligations of such Payor under the Loan Documents, including, where
applicable, under such Payor’s guarantee of the Obligations under the Guaranty
and Collateral Agreement (such Obligations, and other indebtedness and
obligations in connection with any renewal, refunding, restructuring or
refinancing thereof, including interest thereon accruing after the commencement
of any proceedings referred to in clause (i) below, whether or not such
interest is an allowed claim in such proceeding, being hereinafter collectively
referred to as the “Senior Indebtedness”):


 


(i)            In the event of any insolvency or
bankruptcy proceedings, or any receivership, liquidation, reorganization or
other similar proceedings in connection therewith, relative to any Payor or to
its creditors, as such, or to its property, and in the event of any proceedings
for voluntary liquidation, dissolution or other winding up of such Payor,
whether or not involving insolvency or bankruptcy, then (x) the holders of
Senior Indebtedness shall be paid in full in cash in respect of all amounts
constituting Senior Indebtedness before any Payee is entitled to receive (whether
directly or indirectly), or make any demands for, any payment on account of
this Note, and (y) until the holders of the Senior Indebtedness are paid
in full in cash in respect of all amounts constituting Senior Indebtedness, any
payment or distribution to which such Payee would 


 


1

















 


otherwise be entitled
(other than debt securities of such Payor that are subordinated, to at least
the same extent as this Note, to the payment of all Senior Indebtedness then
outstanding (such securities being hereinafter referred to as “Restructured Debt Securities”)) shall be
made to the holders of Senior Indebtedness.


 


(ii)           If any payment or distribution of any
character, whether in cash, securities or other property (other than
Restructured Debt Securities), in respect of this Note shall (despite these
subordination provisions) be received by any Payee in violation of clause (i) before
all Senior Indebtedness shall have been paid in full in cash, such payment or
distribution shall be held in trust for the benefit of, and shall be paid over
or delivered to, the holders of Senior Indebtedness (or their representatives),
ratably according to the respective aggregate amounts remaining unpaid thereon,
to the extent necessary to pay all Senior Indebtedness in full in cash.


 


(iii)          Any payment by a Payor (other than
Borrower) under or in respect of its Obligations under the Guaranty and
Collateral Agreement shall result in a pro
tanto reductions of the indebtedness of such Payor to the Payee or
Payees for whose benefit such payment was made.


 


To the fullest extent permitted by law, no present or
future holder of Senior Indebtedness shall be prejudiced in its right to
enforce the subordination of this Note by any act or failure to act on the part
of any Payor or by any act or failure to act on the part of such holder or any
trustee or agent for such holder.  Each
Payee and each Payor hereby agree that the subordination of this Note is for
the benefit of Administrative Agent and the Lenders.  The Administrative Agent and the Lenders are
obligees under this Note to the same extent as if their names were written
herein as such and the Administrative Agent may, on behalf of itself and the
Lenders, proceed to enforce the subordination provisions herein.


 


Nothing contained in the subordination provisions set
forth above is intended to or will impair, as between each Payor and each
Payee, the obligations of such Payor, which are absolute and unconditional, to
pay to such Payee the principal of and interest on this Note as and when due
and payable in accordance with its terms, or is intended to or will affect the
relative rights of such Payee and other creditors of such Payor other than the
holders of Senior Indebtedness.


 


Each Payee is hereby authorized to record all loans
and advances made by it to any Payor (all of which shall be evidenced by this
Note), and all repayments or prepayments thereof, in its books and records,
such books and records constituting prima facie evidence of the accuracy of the
information contained therein.


 


Each Payor hereby waives presentment, demand, protest
or notice of any kind in connection with this Note.  All payments under this Note shall be made
without offset, counterclaim or deduction of any kind.


 


This Note and any amendments, waivers, consents or
supplements hereto or in connection herewith may be executed in any number of
counterparts and by different parties hereto in separate counterparts, each of
which when so executed and delivered shall be deemed an original, but all such
counterparts together shall constitute but one and the same instrument.


 


This Note amends and restated that certain
Intercompany Note, dated May 10, 2004, by and among the Borrower and the
other the Payors party thereto in favor of the Borrower and the other Payees
party thereto (the “Existing Note”)
in its entirety and, upon the effectiveness of this Note, the Existing Note
shall terminate and cease to be of any further effect.


 


THIS NOTE AND THE RIGHTS AND OBLIGATIONS OF THE
PARTIES HEREUNDER SHALL BE GOVERNED BY, AND SHALL BE CONSTRUED AND ENFORCED IN
ACCORDANCE WITH, THE LAWS OF THE STATE OF NEW YORK.


 


[Remainder of page intentionally left blank]


 


2

















 


Each of the undersigned
has caused this Note to be duly executed by its representative thereunto duly
authorized as of the date first written above.


	
   

  	
  REGAL CINEMAS
  CORPORATION,

  
	
   

  	
  as Borrower

  
	
   

  	
   

  	
   

  
	
   

  	
  By:

  	
   

  
	
   

  	
   

  	
  Name:

  
	
   

  	
   

  	
  Title:

  
	
   

  	
   

  	
   

  
	
   

  	
  A 3 THEATRES OF TEXAS,
  INC.

  
	
   

  	
  A 3 THEATRES OF SAN
  ANTONIO, LTD.,

  
	
   

  	
  By: A3 THEATRES OF TEXAS, INC., its General Partner

  
	
   

  	
  CONSOLIDATED THEATRES
  MANAGEMENT, L.L.C.

  
	
   

  	
  EASTGATE THEATRE, INC.

  
	
   

  	
  EDWARDS THEATRES, INC.

  
	
   

  	
  FREDERICK PLAZA CINEMA,
  INC.

  
	
   

  	
  HOYTS CINEMAS
  CORPORATION

  
	
   

  	
  INTERSTATE THEATRES
  CORPORATION

  
	
   

  	
  R.C. COBB II, LLC

  
	
   

  	
  R.C. COBB, INC.

  
	
   

  	
  RCI/FSSC, LLC

  
	
   

  	
  RCI/RMS, LLC

  
	
   

  	
  REGAL CINEMAS HOLDINGS,
  INC.

  
	
   

  	
  REGAL CINEMAS II, LLC

  
	
   

  	
  REGAL CINEMEDIA
  CORPORATION

  
	
   

  	
  REGAL GALLERY PLACE,
  LLC

  
	
   

  	
  REGAL INVESTMENT
  COMPANY

  
	
   

  	
  RICHMOND I CINEMA,
  L.L.C.

  
	
   

  	
  UA SWANSEA, LLC

  
	
   

  	
  UNITED ARTISTS
  PROPERTIES I CORP.

  
	
   

  	
  UNITED ARTISTS REALTY
  COMPANY

  
	
   

  	
  UNITED ARTISTS THEATRE
  COMPANY,

  
	
   

  	
  each as a Grantor and a Guarantor

  
	
   

  	
   

  	
   

  
	
   

  	
  By:

  	
   

  
	
   

  	
   

  	
  Name:

  
	
   

  	
   

  	
  Title:

  
	
   

  	
   

  	
   

  
	
   

  	
  REGAL CINEMAS, INC.,

  
	
   

  	
  as a Grantor and a Guarantor

  
	
   

  	
   

  	
   

  
	
   

  	
  By:

  	
   

  
	
   

  	
   

  	
  Name:

  
	
   

  	
   

  	
  Title:

  



 


3