Exhibit
4.3


 


FIRST SUPPLEMENTAL INDENTURE


 


This First Supplemental Indenture, dated as of May 19, 2010 (this “Supplemental
Indenture”), among (i) Regal Cinemas Corporation (together with its
successors and assigns, the “Company”), (ii) R.C. Cobb II, LLC, a
Delaware limited liability company, and Regal Cinemas II, LLC, a Delaware
limited liability company (each a “New Subsidiary Guarantor” and
collectively, the “New Subsidiary Guarantors”), (iii) each other
now existing Guarantor under the Indenture referred to below and (iv) U.S.
Bank National Association, as Trustee under the Indenture referred to below.


 


W I T N E S S E T H:


 


WHEREAS, the Company, the Guarantors and the Trustee have heretofore
executed and delivered an Indenture, dated as of July 15, 2009 (as
amended, supplemented, waived or otherwise modified, the “Indenture”),
providing for the issuance of 8.625% Senior Notes due 2019 of the Company (the “Securities”);


 


WHEREAS, Section 4.10 of the Indenture provides that the Company
is required to cause each Subsidiary that Guarantees obligations under the
Credit Agreement or any other Indebtedness of the Company or any Guarantor to
execute and deliver to the Trustee a supplemental indenture pursuant to which
such Subsidiary will unconditionally Guarantee, on a joint and several basis,
the full and prompt payment of the principal of, premium, if any, and interest
on the Securities on a senior unsecured basis; and


 


WHEREAS, pursuant to Section 9.01 of the Indenture, the Trustee,
the Company and the Guarantors are authorized to execute and deliver this
Supplemental Indenture to amend or supplement the Indenture, without the
consent of any Holder.


 


NOW, THEREFORE, in consideration of the foregoing and for other good
and valuable consideration, the receipt of which is hereby acknowledged, the
New Subsidiary Guarantors, the Company, the other Guarantors and the Trustee
mutually covenant and agree for the equal and ratable benefit of the Holders of
the Securities as follows:


 


ARTICLE I

Definitions


 


SECTION 1.1.        Defined Terms.  As used in
this Supplemental Indenture, terms defined in the Indenture or in the preamble
or recital hereto are used herein as therein defined, except that the term “Holders”
in this Guarantee shall refer to the term “Holders” as defined in the
Indenture and the Trustee acting on behalf or for the benefit of such
Holders.  The words “herein,” “hereof” and “hereby” and other words of
similar import used in this Supplemental Indenture refer to this Supplemental
Indenture as a whole and not to any particular section hereof.


 


SECTION 1.2.        Definition of Credit Agreement. 
The definition of “Credit Agreement” in Section 1.01 of the Indenture
shall be deleted in its entirety and replaced with the following:


 


“Credit Agreement” means that certain Sixth Amended and
Restated Credit Agreement, dated as of May 19, 2010, among Regal Cinemas
Corporation, a 


 


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Delaware corporation, the lenders and issuers party thereto from time
to time, Credit Suisse AG, Cayman Islands Branch, as administrative agent, and
Credit Suisse Securities (USA) LLC, as sole lead arranger and sole book runner,
and any related notes, collateral documents, letters of credit, guarantees and
other documents, and any appendices, exhibits or schedules to any of the
foregoing, as any or all of such agreements may be amended, restated, modified
or supplemented from time to time, together with any extensions, revisions,
increases, refinancings, renewals, refundings, restructurings or replacements thereof.


 


ARTICLE II

Agreement to be Bound; Guarantee


 


SECTION 2.1.        Agreement to be Bound.  Each
New Subsidiary Guarantor hereby becomes a party to the Indenture as a
Subsidiary Guarantor and as such will have all of the rights and be subject to
all of the obligations and agreements of a Subsidiary Guarantor under the
Indenture.  Each New Subsidiary Guarantor agrees to be bound by all of the
provisions of the Indenture applicable to a Subsidiary Guarantor and to perform
all of the obligations and agreements of a Subsidiary Guarantor under the
Indenture.


 


SECTION 2.2.        Guarantee.  Each New
Subsidiary Guarantor agrees, on a joint and several basis with all the existing
Guarantors, to fully, unconditionally and irrevocably Guarantee to each Holder
of the Securities and the Trustee the Guarantor Obligations pursuant to Article X
of the Indenture on a senior basis.


 


ARTICLE III

Miscellaneous


 


SECTION 3.1.        Notices.  All notices and
other communications to a New Subsidiary Guarantor shall be given as provided
in the Indenture to such New Subsidiary Guarantor, at its address set forth
below, with a copy to the Company as provided in the Indenture for notices to
the Company.


 


SECTION 3.2.        Parties.  Nothing expressed
or mentioned herein is intended or shall be construed to give any Person, firm
or corporation, other than the Holders and the Trustee, any legal or equitable
right, remedy or claim under or in respect of this Supplemental  indenture
or the Indenture or any provision herein or therein contained.


 


SECTION 3.3.        Governing Law.  This
Supplemental Indenture shall be governed by, and construed in accordance with,
the laws of the State of New York.


 


SECTION 3.4.        Ratification of Indenture;
Supplemental Indentures Part of Indenture.  Except as expressly
amended hereby, the Indenture is in all respects ratified and confirmed and all
the terms, conditions and provisions thereof shall remain in full force and
effect.  This Supplemental Indenture shall form a part of the Indenture
for all purposes, and every Holder of Securities heretofore or hereafter
authenticated and delivered shall be bound hereby.


 


SECTION 3.5.        Trustee not Responsible. 
The Trustee shall not be responsible in any manner whatsoever for or in respect
of the validity or sufficiency of this Supplemental Indenture 


 


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or for or in respect of the recitals contained herein, all of which are
made solely by the Company and the Guarantors.


 


SECTION 3.6.        Counterparts.  The parties
hereto may sign one or more copies of this Supplemental Indenture in
counterparts, all of which together shall constitute one and the same
agreement.


 


SECTION 3.7.        Headings.  The headings of
the Articles and the Sections in this Guarantee are for convenience of
reference only and shall not be deemed to alter or affect the meaning or
interpretation of any provisions hereof.


 


[Remainder of Page Intentionally Blank]


 


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


 


	
   

  	
  COMPANY:

  
	
   

  	
   

  
	
   

  	
  REGAL
  CINEMAS CORPORATION

  
	
   

  	
   

  
	
   

  	
   

  
	
   

  	
  By:

  	
  /s/
  Peter B. Brandow

  
	
   

  	
  Name:

  	
  Peter
  B. Brandow

  
	
   

  	
  Title:

  	
  Executive
  Vice President,

  
	
   

  	
   

  	
  General
  Counsel and Secretary

  
	
   

  	
   

  
	
   

  	
  NEW
  SUBSIDIARY GUARANTORS:

  
	
   

  	
   

  
	
   

  	
  R.C.
  COBB II, LLC

  
	
   

  	
  REGAL
  CINEMAS II, LLC

  
	
   

  	
   

  
	
   

  	
  By:

  	
  /s/
  Peter B. Brandow

  
	
   

  	
  Name:

  	
  Peter
  B. Brandow

  
	
   

  	
  Title:

  	
  Vice
  President and Secretary

  
	
   

  	
   

  	
   

  
	
   

  	
   

  	
   

  
	
   

  	
  Address
  for each of the New Subsidiary Guarantors:

  
	
   

  	
   

  
	
   

  	
  c/o
  Regal Entertainment Group

  
	
   

  	
  7132
  Regal Lane

  
	
   

  	
  Knoxville,
  Tennessee 37918

  
	
   

  	
  Attention
  of:

  	
  General
  Counsel

  
	
   

  	
  Facsimile:

  	
  (865)
  922-6085

  
	
   

  	
   

  	
   

  
	
   

  	
  with
  copies (which shall not constitute notice) to:

  
	
   

  	
   

  
	
   

  	
  Hogan
  Lovells US LLP

  
	
   

  	
  One
  Tabor Center, Suite 1500

  
	
   

  	
  1200
  Seventeenth Street

  
	
   

  	
  Denver,
  Colorado 80202

  
	
   

  	
  Attention
  of:

  	
  Richard
  J. Mattera, Esq.

  
	
   

  	
  Facsimile:

  	
  (303) 899-7333

  
				



 

















 


	
   

  	
  OTHER
  SUBSIDIARY GUARANTORS:

  
	
   

  	
   

  
	
   

  	
  A
  3 THEATRES OF SAN ANTONIO, LTD.,

  
	
   

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

  
	
   

  	
   

  
	
   

  	
  A
  3 THEATRES OF TEXAS, INC.

  
	
   

  	
  CONSOLIDATED
  THEATRES MANAGEMENT, LLC

  
	
   

  	
  EASTGATE
  THEATRE, INC.

  
	
   

  	
  EDWARDS
  THEATRES, INC.

  
	
   

  	
  FREDERICK
  PLAZA CINEMAS, INC.

  
	
   

  	
  HOYTS
  CINEMAS CORPORATION

  
	
   

  	
  INTERSTATE
  THEATRES CORPORATION

  
	
   

  	
  R.C.
  COBB, INC.

  
	
   

  	
  RCI/FSSC,
  LLC

  
	
   

  	
  RCI/RMS,
  LLC

  
	
   

  	
  REGAL
  CINEMAS HOLDINGS, INC.

  
	
   

  	
  REGAL
  CINEMEDIA CORPORATION

  
	
   

  	
  REGAL
  GALLERY PLACE, LLC

  
	
   

  	
  REGAL
  INVESTMENT COMPANY

  
	
   

  	
  RICHMOND
  I CINEMA, LLC

  
	
   

  	
  UA
  SWANSEA, LLC

  
	
   

  	
  UNITED
  ARTISTS PROPERTIES I CORP.

  
	
   

  	
  UNITED
  ARTISTS REALTY COMPANY

  
	
   

  	
  UNITED
  ARTISTS THEATRE COMPANY

  
	
   

  	
   

  
	
   

  	
  By:
  

  	
  /s/
  Peter B. Brandow

  
	
   

  	
  Name:

  	
  Peter
  B. Brandow

  
	
   

  	
  Title:

  	
  Vice
  President and Secretary

  
	
   

  	
   

  
	
   

  	
  REGAL
  CINEMAS, INC.

  
	
   

  	
   

  
	
   

  	
  By:
  

  	
  /s/
  Peter B. Brandow

  
	
   

  	
  Name:

  	
  Peter
  B. Brandow

  
	
   

  	
  Title:

  	
  Vice
  President,

  
	
   

  	
   

  	
  General
  Counsel and Secretary

  
	
   

  	
   

  	
   

  
	
   

  	
  PARENT
  GUARANTOR:

  
	
   

  	
   

  
	
   

  	
  REGAL
  ENTERTAINMENT GROUP

  
	
   

  	
   

  
	
   

  	
   

  
	
   

  	
  By:
  

  	
  /s/
  Peter B. Brandow

  
	
   

  	
  Name:

  	
  Peter
  B. Brandow

  
	
   

  	
  Title:

  	
  Executive
  Vice President,

  
	
   

  	
   

  	
  General
  Counsel and Secretary

  



 

















 


	
   

  	
  TRUSTEE:

  
	
   

  	
   

  
	
   

  	
  U.S.
  BANK NATIONAL ASSOCIATION, as Trustee

  
	
   

  	
   

  
	
   

  	
  By:

  	
  /s/
  Brian J. Kabbes

  
	
   

  	
  Name:
  Brian J. Kabbes

  
	
   

  	
  Title:
  Vice President, Corporate Trust Services