Exhibit 4.2


 


	
   

  	
   

  



 


SECOND
AMENDED AND RESTATED


GUARANTY
AND COLLATERAL AGREEMENT


 


dated as of
May 19, 2010


 


among


 


REGAL
CINEMAS CORPORATION,

as a Grantor


 


and


 


CERTAIN OF
ITS SUBSIDIARIES,

as Guarantors and Grantors


 


in favor of


 


CREDIT
SUISSE AG, CAYMAN ISLANDS BRANCH, 

as Administrative Agent


 


	
   

  	
   

  



 

















 


TABLE OF
CONTENTS


 


	
   

  	
   

  	
  Page

  
	
   

  	
   

  	
   

  
	
  SECTION 1.

  	
  DEFINED TERMS

  	
  2

  
	
  1.1

  	
  Definitions

  	
  2

  
	
  1.2

  	
  Other Definitional Provisions

  	
  6

  
	
  1.3

  	
  Relationship with Original Guaranty and Collateral Agreement

  	
  6

  
	
   

  	
   

  	
   

  
	
  SECTION 2.

  	
  GUARANTY

  	
  7

  
	
  2.1

  	
  Guaranty

  	
  7

  
	
  2.2

  	
  Rights of Reimbursement, Contribution and Subrogation

  	
  8

  
	
  2.3

  	
  Amendments, Etc. with Respect to Borrower Obligations

  	
  9

  
	
  2.4

  	
  Guaranty Absolute and Unconditional

  	
  9

  
	
  2.5

  	
  Reinstatement

  	
  10

  
	
  2.6

  	
  Payments

  	
  10

  
	
  2.7

  	
  California Waivers

  	
  10

  
	
   

  	
   

  	
   

  
	
  SECTION 3.

  	
  GRANT OF SECURITY INTEREST

  	
  11

  
	
  3.1

  	
  Grant

  	
  11

  
	
  3.2

  	
  Certain Limited Exclusions

  	
  12

  
	
   

  	
   

  	
   

  
	
  SECTION 4.

  	
  REPRESENTATIONS AND WARRANTIES

  	
  13

  
	
  4.1

  	
  Representations in Credit Agreement

  	
  13

  
	
  4.2

  	
  Title; No Other Liens

  	
  13

  
	
  4.3

  	
  Perfected First Priority Liens

  	
  13

  
	
  4.4

  	
  Jurisdiction of Organization, Etc.

  	
  13

  
	
  4.5

  	
  Inventory, Equipment and Books and Records

  	
  13

  
	
  4.6

  	
  Investment Property

  	
  13

  
	
  4.7

  	
  Receivables

  	
  14

  
	
  4.8

  	
  Intellectual Property

  	
  14

  
	
   

  	
   

  	
   

  
	
  SECTION 5.

  	
  COVENANTS

  	
  15

  
	
  5.1

  	
  Covenants in Credit Agreement

  	
  15

  
	
  5.2

  	
  Delivery and Control of Instruments, Chattel Paper and Investment
  Property

  	
  16

  
	
  5.3

  	
  Payment of Obligations

  	
  16

  
	
  5.4

  	
  Maintenance of Perfected Security Interest; Further Documentation

  	
  16

  
	
  5.5

  	
  Changes in Locations, Name, Jurisdiction of Incorporation, Etc.

  	
  17

  
	
  5.6

  	
  Investment Property

  	
  18

  
	
  5.7

  	
  Receivables

  	
  19

  
	
  5.8

  	
  Concentration Accounts

  	
  19

  
	
  5.9

  	
  Intellectual Property

  	
  19

  
	
  5.10

  	
  Commercial Tort Claims

  	
  20

  
	
  5.11

  	
  Letter-of-Credit Rights

  	
  20

  
	
   

  	
   

  	
   

  
	
  SECTION 6.

  	
  REMEDIAL PROVISIONS

  	
  21

  
	
  6.1

  	
  Certain Matters Relating to Receivables

  	
  21

  
	
  6.2

  	
  Pledged Securities

  	
  22

  
	
  6.3

  	
  Proceeds to be Turned Over to Administrative Agent

  	
  23

  
	
  6.4

  	
  Application of Proceeds

  	
  23

  



 


i

















 


	
  6.5

  	
  UCC and Other Remedies

  	
  24

  
	
  6.6

  	
  Registration Rights

  	
  25

  
	
  6.7

  	
  Waiver; Deficiency

  	
  26

  
	
   

  	
   

  	
   

  
	
  SECTION 7.

  	
  ADMINISTRATIVE AGENT

  	
  26

  
	
  7.1

  	
  Administrative Agent’s Appointment as Attorney-in-Fact, Etc.

  	
  26

  
	
  7.2

  	
  Duty of Administrative Agent

  	
  28

  
	
  7.3

  	
  Authority of Administrative Agent

  	
  28

  
	
  7.4

  	
  Appointment of Co-Collateral Agents

  	
  29

  
	
   

  	
   

  	
   

  
	
  SECTION 8.

  	
  MISCELLANEOUS

  	
  29

  
	
  8.1

  	
  Amendments and Waivers

  	
  29

  
	
  8.2

  	
  Notices

  	
  29

  
	
  8.3

  	
  No Waiver; Remedies Cumulative

  	
  29

  
	
  8.4

  	
  Enforcement Expenses; Indemnification

  	
  29

  
	
  8.5

  	
  Successors and Assigns

  	
  30

  
	
  8.6

  	
  Set-Off

  	
  30

  
	
  8.7

  	
  Counterparts

  	
  30

  
	
  8.8

  	
  Severability

  	
  30

  
	
  8.9

  	
  Headings

  	
  30

  
	
  8.10

  	
  Integration

  	
  30

  
	
  8.11

  	
  Governing Law

  	
  31

  
	
  8.12

  	
  Consent To Jurisdiction; Waivers

  	
  31

  
	
  8.13

  	
  Additional Grantors

  	
  31

  
	
  8.14

  	
  Releases

  	
  31

  
	
  8.15

  	
  Waiver Of Jury Trial

  	
  32

  
	
  8.16

  	
  Survival of Representations, Warranties and Agreements

  	
  33

  
	
  8.17

  	
  Patriot Act

  	
  33

  
	
  8.18

  	
  Existing Agreements Superseded; Exhibits and Schedules

  	
  33

  
	
  8.19

  	
  Effectiveness

  	
  33

  



 


	
  SCHEDULES:

  	
  4.3

  	
  Filings and Other Actions Required for Perfection

  
	
   

  	
  4.4

  	
  Legal Name, Jurisdiction, Location of Chief Executive Office

  
	
   

  	
  4.6

  	
  Pledged Investment Property

  
	
   

  	
  4.8

  	
  Intellectual Property

  
	
   

  	
  4.10

  	
  Commercial Tort Claims

  
	
   

  	
  5.8

  	
  Concentration Accounts

  
	
   

  	
  8.2

  	
  Notice Addresses of Guarantors

  
	
   

  	
   

  	
   

  
	
  EXHIBITS:

  	
  A

  	
  Acknowledgment and Consent

  
	
   

  	
  B

  	
  Intellectual Property Security Agreement

  
	
   

  	
  C

  	
  Assumption Agreement

  



 


ii
















 


SECOND AMENDED AND
RESTATED

GUARANTY AND COLLATERAL AGREEMENT


 


This SECOND AMENDED AND RESTATED GUARANTY AND
COLLATERAL AGREEMENT, dated as of May 19, 2010 (as amended, restated,
amended and restated, supplemented or otherwise modified from time to time, this
“Agreement”), by and among REGAL
CINEMAS CORPORATION, a Delaware corporation (“Borrower”),
and certain of its Subsidiaries signatory hereto (Borrower, such Subsidiaries,
and each other entity that may become a party hereto as provided herein,
collectively, “Grantors”), in
favor of CREDIT SUISSE AG, CAYMAN ISLANDS BRANCH (“Credit Suisse”), as Administrative Agent for the benefit of
the Secured Parties (as defined below), amends and restates in full the Amended
and Restated Guarantee and Collateral Agreement, dated as of May 10, 2004
(as amended, restated, amended and restated, supplemented or otherwise modified
from time to time to the date hereof, the “Existing
Guaranty and Collateral Agreement”).


 


RECITALS


 


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


 


WHEREAS, pursuant to that certain Sixth Amended and
Restated Credit Agreement, dated as of the date hereof (including all annexes,
exhibits and schedules thereto, as from time to time amended, restated, amended
and restated, supplemented or otherwise modified from time to time, the “Credit Agreement”), by and among Borrower,
the Lenders party thereto, and Administrative Agent, the Lenders have agreed to
make or continue Credit Extensions on behalf of Borrower;


 


WHEREAS, the Credit Agreement amends and restates in
full the Fifth Restated Credit Agreement, which in turn amended and restated in
full the Fourth Restated Credit Agreement, which in turn amended and restated
in full the Third Restated Credit Agreement, which in turn amended and restated
in full the Second Restated Credit Agreement, which in turn amended and
restated in full the Restated Credit Agreement, which in turn amended and
restated in full the Original Credit Agreement (the Original Credit Agreement,
the Restated Credit Agreement, the Second Restated Credit Agreement, the Third
Restated Credit Agreement, the Fourth Restated Credit Agreement and the Fifth
Restated Credit Agreement, collectively, the “Prior
Credit Agreements”);


 


WHEREAS, each Grantor’s obligations under the Prior
Credit Agreements were secured by Liens granted by Borrower and certain of its
direct and indirect subsidiaries to the Administrative Agent (including to its
predecessor in such capacity) pursuant to (i) the Guaranty and Collateral
Agreement, dated as of January 29, 2002 (the “Original
Guaranty and Collateral Agreement”), which Liens were confirmed, reaffirmed,
continued and restated under the Existing Guaranty and Collateral Agreement and
(ii) the Existing Guaranty and Collateral Agreement, in each case which
Liens are, subject to the terms hereof, being confirmed, reaffirmed, continued
and restated hereunder;


 


WHEREAS, each Grantor and Administrative Agent have
agreed to amend and restate the Existing Guaranty and Collateral Agreement, in
renewal, amendment, restatement and modification of, but not in extinguishment
or novation of, the obligations thereunder, to ensure continuing security for
the payment and performance of each Grantor’s Obligations under and as defined
herein and in the Credit Agreement; and


 

















 


WHEREAS, it is a condition to the effectiveness of the
Credit Agreement and the making and continuing of Loans and Credit Extensions
thereunder that the Borrower and the Grantors shall have executed and delivered
this Agreement to Administrative Agent for the ratable benefit of the Secured
Parties.


 


NOW, THEREFORE, in consideration of the premises and
mutual covenants herein contained and for other good and valuable consideration,
the receipt and sufficiency of which are hereby acknowledged, the parties
hereto agree to amend and restate the Existing Guaranty and Collateral Agreement
in its entirety as follows, without effecting a novation thereof or otherwise
disturbing the Liens created thereunder:


 


SECTION 1.                 DEFINED TERMS


 


1.1          Definitions. 
Unless otherwise defined herein, terms defined in the Credit Agreement
and used herein shall have the meanings given to them in the Credit Agreement,
and the following terms that are defined in the UCC on the date hereof are used
herein as so defined:  “Accounts,” “Certificated Security,” “Chattel
Paper,” “Commercial Tort Claim,”
“Commodity Account,” “Commodity Contract,” “Commodity Intermediary,” “Documents,” “Entitlement Order,” “Equipment,”
“Goods,” “Instruments” (as such term is defined in Article 9
of the UCC), “Inventory,” “Letter-of-Credit Rights,” “Securities Intermediary,” “Security,” “Security Entitlement,” “Supporting
Obligation,” and “Uncertificated
Security.”  In addition to the
foregoing terms and the terms defined in the preamble and recitals hereto, the
following terms have the meanings assigned below:


 


“Acknowledgment and
Agreement” means an agreement substantially in the form of Exhibit A,
or otherwise in form and substance satisfactory to Administrative Agent, as
such agreement may be amended, restated, supplemented or otherwise modified
from time to time.


 


“Assumption
Agreement” means an agreement substantially in the form of Exhibit C,
or otherwise in form and substance satisfactory to Administrative Agent.


 


“Borrower
Obligations” means the collective reference to the Obligations (as
defined in the Credit Agreement).


 


“Collateral”
as defined in Section 3.


 


“Collateral Account”
means any collateral account established by Administrative Agent as provided in
Section 6.1 or 6.3.


 


“Company Account”
means a Deposit Account or a Securities Account.


 


“Concentration
Account” means a Company Account that in the ordinary course of
business is not a zero-balance, controlled disbursement, lock box or similar
account, and into which funds from other Company Accounts are transferred for
the principal purpose of consolidating funds from such other Company Accounts
from time to time in the ordinary course of business, whether by direct cash
deposit, wire transfer, automated-clearing-house debit, or otherwise.


 


“Control Agreement”
means, with respect to any Company Account, an agreement whereby it is
established that Administrative Agent has “control” (as defined in the UCC)
over such Company Account, in form and substance acceptable to Administrative
Agent.


 


2

















 


“Copyright Licenses”
means any written agreement naming any Grantor as licensor or licensee
(including those listed in Schedule 4.8), granting any right under any
Copyright, including the grant of rights to manufacture, distribute, exploit
and sell materials derived from any Copyright.


 


“Copyrights”
means (i) all copyrights, whether or not the underlying works of authorship
have been published, and all works of authorship and other intellectual
property rights therein, all copyrights of works based on, incorporated in,
derived from or relating to works covered by such copyrights, all right, title
and interest to make and exploit all derivative works based on or adopted from
works covered by such copyrights, and all copyright registrations and copyright
applications, and any renewals or extensions thereof, including each
registration and application identified in Schedule 4.8, (ii) the
rights to print, publish and distribute any of the foregoing, (iii) the
right to sue or otherwise recover for any and all past, present and future
infringements and misappropriations thereof, (iv) all income, royalties,
damages and other payments now and hereafter due and/or payable with respect
thereto (including payments under all Copyright Licenses entered into in
connection therewith, and damages and payments for past, present or future
infringements thereof), and (v) all other rights of any kind whatsoever
accruing thereunder or pertaining thereto.


 


“Default Scenario”
as defined in Section 6.1(b).


 


“Deposit Account”
as defined in the UCC and, in any event, includes any demand, time, savings,
money market, passbook or like account maintained with a depositary or other
financial institution, including all cash, funds, checks, notes, securities,
certificates and any other instruments from time to time on deposit in any of
such accounts.


 


“Digital Cinema Equipment”
means digital cinema projectors, media blocks and any equipment to the extent
attached to or affixed to such projectors and/or media blocks or otherwise
necessary to enable such projectors and/or media blocks to operate as
functional digital projection systems. 
For the avoidance of doubt, equipment that is necessary to enable such
digital cinema projectors or media blocks to operate as functional digital
projection systems shall include all such equipment whether or not readily
replaceable at minimal cost.


 


“Discharge of the
Obligations” as defined in the Credit Agreement.


 


“Excluded Foreign
Subsidiary Voting Stock” means the voting Capital Stock of any
Excluded Foreign Subsidiary.


 


“Excluded Capital Stock”
as defined in the definition of Pledged Stock.


 


“General Intangibles”
means all “general intangibles” as such term is defined in Section 9-102(a)(42)
of the UCC in effect in the State of New York on the date hereof and, in any
event, including with respect to any Grantor, all contracts, agreements, instruments
and indentures and all licenses and permits issued by Governmental Authorities
in any form, and portions thereof, to which such Grantor is a party or under
which such Grantor has any right, title or interest or to which such Grantor or
any property of such Grantor is subject, as the same may from time to time be
amended, supplemented, replaced or otherwise modified, including (i) all
rights of such Grantor to receive moneys due and to become due to it thereunder
or in connection therewith, (ii) all rights of such Grantor to receive
proceeds of any insurance, indemnity, warranty or guaranty with respect
thereto, (iii) all rights of such Grantor to damages arising thereunder, (iv) all
rights of such Grantor to receive any tax refunds, and (v) all rights of
such Grantor to terminate and to perform, compel performance and to exercise
all remedies thereunder.


 


“Guarantied
Obligations” means with respect to any Guarantor, all obligations
and liabilities of such Guarantor that may arise under or in connection with
this Agreement (including Section 2) or any other Loan Document to
which such Guarantor is a party, in each case whether on account of guaranty
obligations, reimbursement obligations, fees, indemnities, costs, expenses 


 


3

















 


or otherwise (including all
fees and disbursements of counsel to any Secured Party that are required to be
paid by such Guarantor pursuant to the terms of this Agreement or any other
Loan Document and including interest that, but for the filing of a petition in
bankruptcy with respect to Borrower or any Guarantor, would have accrued on any
Guarantied Obligations, whether or not a claim is allowed against such
Guarantor for interest in the related bankruptcy proceeding).


 


“Guarantors”
means the collective reference to each Grantor other than Borrower.


 


“Intellectual
Property” means the collective reference to all rights, priorities
and privileges relating to intellectual property, whether arising under United
States, multinational or foreign laws or otherwise, including the Copyrights,
the Copyright Licenses, the Patents, the Patent Licenses, the Trademarks, the
Trademark Licenses, the Trade Secrets and the Trade Secret Licenses, 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” means an agreement substantially in the
form of Exhibit B, or otherwise in form and substance satisfactory
to Administrative Agent, as such agreement may be amended, restated,
supplemented or otherwise modified from time to time.


 


“Investment Property”
means the collective reference to (i) all “investment property” as such
term is defined in Section 9-102(a)(49) of the UCC in effect on the date
hereof, and in any event, including all Certificated Securities and
Uncertificated Securities, all Security Entitlements, all Securities Accounts,
all Commodity Contracts and all Commodity Accounts, (ii) security entitlements,
in the case of any United States Treasury book-entry securities, as defined in
31 C.F.R. section 357.2, or, in the case of any United States federal agency
book-entry securities, as defined in the corresponding United States federal
regulations governing such book-entry securities, and (iii) whether or not
constituting “investment property” as so defined, all Pledged Notes, all
Pledged Stock, all Pledged Security Entitlements and all Pledged Commodity
Contracts.


 


“Issuer”
means an issuer of a Pledged Security.


 


“Obligations”
means (i) in the case of Borrower, the Borrower Obligations, and (ii) in
the case of each Guarantor, its Guarantied Obligations.


 


“Patent License”
means all agreements providing for the grant by or to any Grantor of any right
to manufacture, use or sell any invention covered in whole or in part by a
Patent, including any of the foregoing referred to in Schedule 4.8.


 


“Patents”
means (i) all patents, patent applications and patentable inventions,
including each patent and patent application identified in Schedule 4.8,
(ii) all inventions and improvements described and claimed therein, (iii) the
right to sue or otherwise recover for any and all past, present and future
infringements and misappropriations thereof, (iv) all income, royalties,
damages and other payments now and hereafter due and/or payable with respect
thereto (including payments under all Patent Licenses entered into in
connection therewith, and damages and payments for past, present or future
infringement thereof), and (v) all reissues, divisions, continuations, continuations-in-part,
substitutes, renewals, and extensions thereof, all improvements thereon and all
other rights of any kind whatsoever accruing thereunder or pertaining thereto.


 


“Pledged Commodity
Contracts” means all commodity contracts listed on Schedule 4.6
and all other commodity contracts to which any Grantor is party from time to
time.


 


4

















 


“Pledged Debt
Securities” means the debt securities listed on Schedule 4.6,
all debt securities issued to or held by any Grantor, together with any other
certificates, options, rights or security entitlements of any nature whatsoever
in respect of the debt securities of any Person that may be issued or granted
to, or held by, any Grantor while this Agreement is in effect.


 


“Pledged Notes”
means the promissory notes listed on Schedule 4.6, all Intercompany
Notes at any time issued to any Grantor, and all other promissory notes issued
or to be held by any Grantor.


 


“Pledged Securities”
means the collective reference to the Pledged Debt Securities, the Pledged
Notes and the Pledged Stock.


 


“Pledged Security
Entitlements” means all security entitlements with respect to the financial
assets listed on Schedule 4.6 and all other security entitlements of any
Grantor.


 


“Pledged Stock”
means (i) the shares of Capital Stock listed on Schedule 4.6, (ii) the
shares of Capital Stock required to be pledged pursuant to Section 5.9 of
the Credit Agreement, and (iii) the shares of Capital Stock of any Person
issued to a Grantor, in each case, together with any other shares, stock
certificates, options, rights or security entitlements of any nature whatsoever
in respect of such Capital Stock that may be issued or granted to, or held by,
any Grantor while this Agreement is in effect; provided,
however, that in no event shall the Capital Stock of an Unrestricted
Subsidiary acquired pursuant to an Investment permitted by Section 6.8(j),
6.8(k) or 6.8(q) of the Credit Agreement constitute Pledged Stock or
otherwise be required to be pledged hereunder for so long as such Subsidiary
remains an Unrestricted Subsidiary (such Capital Stock, “Excluded
Capital Stock”).


 


“Proceeds”
means all “proceeds” as such term is defined in Section 9-102(a)(64) of
the UCC in effect on the date hereof, and in any event shall include all
dividends or other income from the Pledged Securities, collections thereon or
distributions or payments with respect thereto.


 


“Receivable”
means any right to payment for goods sold or leased or for services rendered,
whether or not such right is evidenced by an Instrument or Chattel Paper and
whether or not it has been earned by performance (including any Account).


 


“Secured Parties”
means collectively, the Agents, the Lenders and, with respect to each Hedge
Agreement, the applicable Lender Counterparty.


 


“Securities Account”
as defined in the UCC, but also including all cash, funds, checks, notes,
securities, certificates and any other instruments from time to time on deposit
in any of such accounts.


 


“Trademark License”
means any agreement providing for the grant by or to any Grantor of any right
to use any Trademark, including any of the foregoing referred to in Schedule
4.8.


 


“Trademarks”
means (i) all trademarks, service marks, trade names, corporate names,
company names, business names, trade dress, trade styles, logos, or other
indicia of origin or source identification, trademark and service mark
registrations, and applications for trademark or service mark registrations and
any renewals thereof, including each registration and application identified in
Schedule 4.8, (ii) the right to sue or otherwise recover for any
and all past, present and future infringements and misappropriations thereof, (iii) all
income, royalties, damages and other payments now and hereafter due and/or
payable with respect thereto (including payments 


 


5

















 


under all Trademark
Licenses entered into in connection therewith, and damages and payments for
past, present or future infringements thereof), and (iv) all other rights
of any kind whatsoever accruing thereunder or pertaining thereto, together in
each case with the goodwill of the business connected with the use of, and
symbolized by, each of the above.


 


“Trade Secret
License” means any agreement providing for the grant by or to any
Grantor of any right to use any Trade Secret.


 


“Trade Secrets”
means (i) all trade secrets and all confidential and proprietary information,
including know-how, manufacturing and production processes and techniques,
inventions, research and development information, technical data, financial,
marketing and business data, pricing and cost information, business and
marketing plans, and customer and supplier lists and information, (ii) the
right to sue or otherwise recover for any and all past, present and future infringements
and misappropriations thereof, (iii) all income, royalties, damages and
other payments now and hereafter due and/or payable with respect thereto
(including payments under all licenses entered into in connection therewith,
and damages and payments for past, present or future infringements thereof),
and (iv) all other rights of any kind whatsoever of any Grantor accruing
thereunder or pertaining thereto.


 


“UCC”
means the Uniform Commercial Code as in effect from time to time in the state
of New York; provided that, if by reason of mandatory provisions of law,
any or all of the perfection or priority of the security interest in any
collateral is governed by the Uniform Commercial Code as in effect in a
jurisdiction other than the state of New York, the term “UCC” shall mean the
Uniform Commercial Code as in effect in such other jurisdiction for purposes of
the provisions hereof relating to such perfection of priority and for purposes
of definitions related to such provisions.


 


1.2          Other Definitional Provisions. 
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, Schedule or Exhibit shall be to a Section, 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.  Where the context requires, terms relating to
the Collateral or any part thereof, when used in relation to a Grantor, shall
refer to such Grantor’s Collateral or the relevant part thereof.  The expressions “payment in full,” “paid in
full” and any other similar terms or phrases when used herein with respect to
the Borrower Obligations or the Guarantied Obligations shall mean the
unconditional, final and irrevocable payment in full, in immediately available
funds, of all of the Borrower Obligations or the Guarantied Obligations, as the
case may be.


 


1.3          Relationship with Existing Guaranty
and Collateral Agreement.  As stated in the preamble
hereof, this Agreement is intended to amend and restate the provisions of the
Existing Guaranty and Collateral Agreement, and except as expressly modified
herein, the outstanding obligations under the Existing Guaranty and Collateral
Agreement shall continue to be paid or performed on or prior to the Closing
Date, and shall from and after the Closing Date continue to 


 


6

















 


be owing and be
subject to the terms of this Agreement. 
On and after the Closing Date, all references in the other Loan
Documents that are not being amended and restated concurrently herewith to (i) the
“Guaranty and Collateral Agreement” shall be deemed to include references to
this Agreement, and (ii) the “Secured Parties” or “Administrative Agent”
shall mean such terms as defined in this Agreement.  As to all periods occurring on or after the
Closing Date, all of the covenants set forth in the Existing Guaranty and Collateral
Agreement shall be of no further force or effect (with respect to such
periods), it being understood that all obligations of Grantors under the
Existing Guaranty and Collateral Agreement shall be governed by this Agreement
from and after the Closing Date.


 


SECTION 2.                 GUARANTY


 


2.1          Guaranty.


 


(a)           Each
Guarantor hereby confirms and reaffirms its guaranty heretofore granted by it
under the Existing Guaranty and Collateral Agreement and the Original Guaranty
and Collateral Agreement, agrees that its guaranty continues to provide credit
support for the Obligations under the Credit Agreement and, for the avoidance
of doubt but without in any manner limiting, qualifying, prejudicing or
otherwise affecting the previous guaranty by such Guarantor under the Existing Guaranty
and Collateral Agreement and Original Guaranty and Collateral Agreement,
hereby, jointly and severally, unconditionally and irrevocably, guaranties to
Administrative Agent, for the ratable benefit of the Secured Parties and their
respective successors, indorsees, transferees and assigns, the prompt and
complete payment and performance by Borrower when due (whether at the stated
maturity, by acceleration or otherwise) of the Borrower Obligations.


 


(b)           If and to
the extent required in order for the Obligations of any Guarantor to be
enforceable under applicable federal, state and other laws relating to the
insolvency of debtors, the maximum liability of such Guarantor hereunder shall
be limited to the greatest amount that can lawfully be guarantied by such
Guarantor under such laws, after giving effect to any rights of contribution,
reimbursement and subrogation arising under Section 2.2.  Each Guarantor acknowledges and agrees that (i) such
Guarantor (as opposed to its creditors, representatives of creditors or
bankruptcy trustee, including such Guarantor in its capacity as debtor in
possession exercising any powers of a bankruptcy trustee) has no personal right
under such laws to reduce, or request any judicial relief that has the effect
of reducing, the amount of its liability under this Agreement, (ii) such
Guarantor (as opposed to its creditors, representatives of creditors or bankruptcy
trustee, including such Guarantor in its capacity as debtor in possession
exercising any powers of a bankruptcy trustee) has no personal right to enforce
the limitation set forth in this Section 2.1(b) or to reduce,
or request judicial relief reducing, the amount of its liability under this
Agreement, and (iii) the limitation set forth in this Section 2.1(b) may
be enforced only to the extent required under such laws in order for the such
Guarantor’s Obligations to be enforceable under such laws and only by or for
the benefit of a creditor, representative of creditors or bankruptcy trustee of
such Guarantor or other Person entitled, under such laws, to enforce the provisions
thereof.


 


(c)           Each
Guarantor agrees that the Borrower Obligations may at any time and from time to
time be incurred or permitted in an amount exceeding the maximum liability of
such Guarantor under Section 2.1(b) without impairing the
validity or enforceability of the guaranty contained in this Section 2
and without affecting the claims, interests, rights and remedies of any Secured
Party hereunder.


 


7

















 


(d)           The
guaranty contained in this Section 2 shall remain in full force and
effect until Discharge of the Obligations, notwithstanding that from time to
time during the term of the Credit Agreement Borrower may be free from any
Borrower Obligations.


 


(e)           No payment
made by Borrower, any of the Guarantors, any other guarantor or any other
Person or received or collected by any Secured Party from Borrower, any of the
Guarantors, any other guarantor or any other Person by virtue of any action or
proceeding or any set-off or appropriation or application at any time or from
time to time in reduction of or in payment of the Borrower Obligations shall be
deemed to modify, reduce, release or otherwise affect the liability of any
Guarantor hereunder, which shall, notwithstanding any such payment (other than
any payment made by such Guarantor in respect of the Guarantied Obligations or
any payment received or collected from such Guarantor in respect of the
Guarantied Obligations), remain liable for the Guarantied Obligations up to the
maximum liability of such Guarantor hereunder until the Discharge of the Obligations.


 


2.2          Rights of Reimbursement, Contribution
and Subrogation.  (a) If any payment is made on account of
the Obligations by any Grantor or is received or collected on account of the
Obligations from any Grantor or its property, then (i) if such payment is
made by Borrower or from its property, and to the extent such payment is made
on account of Borrower Obligations arising from or relating to a Loan made to
Borrower or a Letter of Credit issued for the account of Borrower, Borrower
shall not be entitled (A) to demand or enforce reimbursement or
contribution in respect of such payment from any other Grantor, or (B) to
be subrogated to any claim, interest, right or remedy of any Secured Party
against any other Person, including any Guarantor or its property; and (ii) if
such payment is made by a Guarantor or from its property, such Guarantor shall
be entitled, subject to and upon Discharge of the Obligations, (A) to
demand and enforce reimbursement for the full amount of such payment from
Borrower, and (B) to demand and enforce contribution in respect of such
payment from each other Guarantor that has not paid its fair share of such
payment, as necessary to ensure that (after giving effect to any enforcement of
reimbursement rights provided hereby) each Guarantor pays its fair share of the
unreimbursed portion of such payment. 
For this purpose, the fair share of each Guarantor as to any
unreimbursed payment shall be determined based on an equitable apportionment of
such unreimbursed payment among all Guarantors based on the relative value of
their assets and any other equitable considerations deemed appropriate by the
court.


 


(b)           If and
whenever (after Discharge of the Obligations) any right of reimbursement or
contribution becomes enforceable by any Grantor against any other Grantor under
Section 2.2(a)(ii), such Grantor shall be entitled, subject to and
upon Discharge of the Obligations, to be subrogated (equally and ratably with
all other Grantors entitled to reimbursement or contribution from any other Grantor
as set forth in this Section 2.2) to any security interest that may
then be held by Administrative Agent on any Collateral granted to it in this
Agreement.  Such right of subrogation
shall be enforceable solely against the Grantors, and not against the Secured
Parties, and neither Administrative Agent nor any other Secured Party shall
have any duty whatsoever to warrant, ensure or protect any such right of subrogation
or to obtain, perfect, maintain, hold, enforce or retain any Collateral for any
purpose related to any such right of subrogation.  If subrogation is demanded by any Grantor,
then (after Discharge of the Obligations) Administrative Agent at its sole
option may (but shall have no duty to) deliver to the Grantors making such
demand, or to a representative of such Grantors or of the Grantors generally,
an instrument satisfactory to Administrative Agent transferring, on a quitclaim
basis without any recourse, representation, warranty or obligation whatsoever,
whatever security interest Administrative Agent then may hold in whatever
Collateral may then exist that was not previously released or disposed of by
Administrative Agent.


 


8

















 


(c)           All rights
and claims arising under this Section 2.2 or based on or relating
to any other right of reimbursement, indemnification, contribution or
subrogation that may at any time arise or exist in favor of any Grantor as to
any payment on account of the Obligations made by it or received or collected
from its property shall be fully subordinated in all respects to the prior
payment in full in cash of all of the Obligations.  Until Discharge of the Obligations, no
Grantor shall demand or receive any collateral security, payment or
distribution whatsoever (whether in cash, property or securities or otherwise)
on account of any such right or claim. 
If any such payment or distribution is made or becomes available to any
Grantor in any bankruptcy case or receivership, insolvency or liquidation
proceeding, such payment or distribution shall be delivered by the person
making such payment or distribution directly to Administrative Agent, for
application to the payment of the Obligations. 
If any such payment or distribution is received by any Grantor, it shall
be held by such Grantor in trust, as trustee of an express trust for the
benefit of the Secured Parties, and shall forthwith be transferred and
delivered by such Grantor to Administrative Agent, in the exact form received
and, if necessary, duly endorsed.


 


(d)           The Guarantied
Obligations and the enforceability of the security interests granted hereby and
under the other Loan Documents, are not contingent on the validity, legality,
enforceability, collectability or sufficiency of any right of reimbursement,
contribution or subrogation arising under this Section 2.2.  The invalidity, insufficiency,
unenforceability or uncollectibility of any such right shall not in any respect
diminish, affect or impair any such obligation or any other claim, interest,
right or remedy at any time held by any Secured Party against any Guarantor or
its property.  The Secured Parties make
no representations or warranties in respect of any such right and shall have no
duty to assure, protect, enforce or ensure any such right or otherwise relating
to any such right.


 


(e)           Each
Grantor reserves any and all other rights of reimbursement, contribution or
subrogation at any time available to it as against any other Grantor, but (i) the
exercise and enforcement of such rights shall be subject to Section 2.2(c) and
(ii) neither Administrative Agent nor any other Secured Party shall ever
have any duty or liability whatsoever in respect of any such right.


 


2.3          Amendments, Etc. with Respect to
Borrower Obligations.  Each Guarantor shall remain obligated hereunder
notwithstanding that, without any reservation of rights against any Guarantor
and without notice to or further assent by any Guarantor, any demand for
payment of any of the Borrower Obligations made by any Secured Party may be
rescinded by such Secured Party and any of the Borrower Obligations continued,
and the Borrower Obligations, or the liability of any other Person upon or for
any part thereof, or any collateral security or guaranty therefor or right of
offset with respect thereto, may, from time to time, in whole or in part, be renewed,
increased, extended, amended, modified, accelerated, compromised, waived,
surrendered or released by any Secured Party, and the Credit Agreement and the
other Loan Documents and any other documents executed and delivered in
connection therewith may be amended, restated, modified, supplemented or
terminated, in whole or in part, in accordance with their terms, and any collateral
security, guaranty or right of offset at any time held by any Secured Party for
the payment of the Borrower Obligations may be sold, exchanged, waived, surrendered
or released by the Secured Party.  No
Secured Party shall have any obligation to protect, secure, perfect or insure
any Lien at any time held by it as security for the Borrower Obligations or for
the guaranty contained in this Section 2 or any property subject
thereto.


 


2.4          Guaranty Absolute and Unconditional. 
Each Guarantor waives any and all notice of the creation, renewal,
extension or accrual of any of the Borrower Obligations and notice of or proof
of reliance by any Secured Party upon the guaranty contained in this Section 2
or 


 


9

















 


acceptance of the
guaranty contained in this Section 2; the Borrower Obligations, and
any of them, shall conclusively be deemed to have been created, contracted or
incurred, or renewed, extended, amended or waived, in reliance upon the
guaranty contained in this Section 2; and all dealings between
Borrower and any of the Guarantors, on the one hand, and the Secured Parties,
on the other hand, likewise shall be conclusively presumed to have been had or
consummated in reliance upon the guaranty contained in this Section 2.  Each Guarantor waives diligence, presentment,
protest, demand for payment and notice of default or nonpayment to or upon
Borrower or any of the Guarantors with respect to the Borrower Obligations.  Each Guarantor understands and agrees that
the guaranty contained in this Section 2 shall be construed as a
continuing, absolute and unconditional guaranty of payment and performance (and
not of collection) without regard to (a) the validity or enforceability of
the Credit Agreement or any other Loan Document, any of the Borrower
Obligations or any other collateral security therefor or guaranty or right of
offset with respect thereto at any time or from time to time held by any
Secured Party, (b) any defense, set-off or counterclaim (other than a
defense of payment or performance hereunder) that may at any time be available
to or be asserted by Borrower or any other Person against any Secured Party, or
(c) any other circumstance whatsoever (with or without notice to or
knowledge of Borrower or such Guarantor) that constitutes, or might be
construed to constitute, an equitable or legal discharge of Borrower for the
Borrower Obligations, or of such Guarantor under the guaranty contained in this
Section 2, in bankruptcy or in any other instance.  When making any demand hereunder or otherwise
pursuing its rights and remedies hereunder against any Guarantor, any Secured
Party may, but shall be under no obligation to, make a similar demand on or
otherwise pursue such rights and remedies as it may have against Borrower, any
other Guarantor or any other Person or against any collateral security or
guaranty for the Borrower Obligations or any right of offset with respect
thereto, and any failure by any Secured Party to make any such demand, to pursue
such other rights or remedies or to collect any payments from Borrower, any
other Guarantor or any other Person or to realize upon any such collateral
security or guaranty or to exercise any such right of offset, or any release of
Borrower, any other Guarantor or any other Person or any such collateral
security, guaranty or right of offset, shall not relieve any Guarantor of any
obligation or liability hereunder, and shall not impair or affect the rights
and remedies, whether express, implied or available as a matter of law, of any
Secured Party against any Guarantor.  For
the purposes hereof “demand” shall include the commencement and continuance of
any legal proceedings.


 


2.5          Reinstatement. 
The guaranty contained in this Section 2 shall continue to
be effective, or be reinstated, as the case may be, if at any time payment, or
any part thereof, of any of the Borrower Obligations is rescinded or must
otherwise be restored or returned by any Secured Party upon the insolvency,
bankruptcy, dissolution, liquidation or reorganization of Borrower or any
Guarantor, or upon or as a result of the appointment of a receiver, intervenor
or conservator of, or trustee or similar officer for, Borrower or any Guarantor
or any substantial part of its property, or otherwise, all as though such
payments had not been made.


 


2.6          Payments. 
Each Guarantor hereby guaranties that payments hereunder will be paid to
Administrative Agent without set-off or counterclaim in Dollars in immediately
available funds at the office of Administrative Agent located at the Principal
Office specified in the Credit Agreement.


 


2.7          California Waivers. 
As used in this Section 2.7, any reference to “the principal”
includes Borrower and each Guarantor, and any reference to “the creditor”
includes Administrative Agent and the other Secured Parties.  In accordance with Section 2856 of the
California Civil Code:  (a) each
Guarantor unconditionally and irrevocably waives any and all rights and
defenses available to it by reason of Sections 2787 to 2855 (inclusive), 2899,
and 3433 of the California Civil Code, and (b) each Guarantor
unconditionally and irrevocably waives any and all rights and 


 


10

















 


defenses available
to it by reason of the Guarantied Obligations being secured by real property or
otherwise, including any rights and defenses based on Section 580a, 580b, 580d
or 726 of the California Code of Civil Procedure or other law, which means,
among other things, (1) the creditor may collect from such Guarantor
without first foreclosing on any real or personal property collateral pledged
by the principal, (2) if the creditor forecloses on any real property
collateral pledged by the principal, (A) the amount of the Guarantied
Obligations may be reduced only by the price for which that collateral is sold
at the foreclosure sale, even if the collateral is worth more than the sale
price, and (B) the creditor may collect from the Guarantor even if the
creditor, by foreclosing on the real property collateral, has destroyed any
right the Guarantor may have to collect from the principal or any other guarantor,
and (3) such Guarantor is waiving all rights and defenses arising out of
an election of remedies by the creditor, even though that election of remedies,
such as a nonjudicial foreclosure with respect to security for the Guarantied
Obligations, has destroyed such Guarantor’s rights of subrogation and reimbursement
against the principal by the operation of Section 580d of the California
Code of Civil Procedure or otherwise, and even though that election of remedies
by the creditor, such as nonjudicial foreclosure with respect to security for
an obligation of any other guarantor of any of the Guarantied Obligations, has
destroyed such Guarantor’s rights of contribution against such other
guarantor.  No other provision of this
Agreement shall be construed as limiting the generality of any of the covenants
and waivers set forth in this paragraph. 
As provided in Section 8.11, 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.  This Section 2.7 is
included solely out of an abundance of caution, and shall not be construed to
mean that any of the above-referenced provisions of California law are in any
way applicable to this Agreement or to any of the Guarantied Obligations.


 


SECTION 3.                 GRANT OF SECURITY INTEREST


 


3.1          Grant.  Each Grantor,
to secure the payment, performance and observance of all of the Obligations and
all renewals, extensions, restructurings and refinancings thereof, (i) hereby
confirms and reaffirms the grant of the security interest heretofore granted by
it under the Existing Guaranty and Collateral Agreement and the Original
Guaranty and Collateral Agreement (collectively, the “Prior Grant”)
(provided that any security interest in Digital Cinema Equipment granted under
any Prior Grant is hereby released), and agrees that such Liens continue to
secure such Grantor’s Obligations and (ii) for the avoidance of doubt but
without in any manner limiting, qualifying, prejudicing or otherwise affecting
the previous grant by such Grantor under the Existing Guaranty and Collateral
Agreement and the Original Guaranty and Collateral Agreement, hereby grants to
Administrative Agent, for the ratable benefit of the Secured Parties, a
continuing security interest in all of the personal property of such Grantor,
including the following property, in each case, wherever located and whether
now owned or at any time hereafter acquired by such Grantor or in which such
Grantor now has or at any time in the future may acquire any right, title or
interest (collectively, the “Collateral”),
as collateral security for the prompt and complete payment and performance when
due (whether at the stated maturity, by acceleration or otherwise) of all Obligations:


 


(a)           all Accounts;


 


(b)           all
Chattel Paper;


 


(c)           all
Deposit Accounts;


 


(d)           all
Documents;


 


11
















 


(e)           all
Equipment;


 


(f)            all
General Intangibles;


 


(g)           all
Instruments;


 


(h)           all
Intellectual Property;


 


(i)            all
Inventory;


 


(j)            all
Investment Property;


 


(k)           all
Letter-of-Credit Rights;


 


(l)            all
money;


 


(m)          all
Commercial Tort Claims described on Schedule 4.10 hereto;


 


(n)           all Goods
and other property not otherwise described above;


 


(o)           all bank
accounts, all funds held therein and all certificates and instruments, if any,
from time to time representing or evidencing such bank accounts;


 


(p)           all books
and records pertaining to the Collateral; and


 


(q)           to the
extent not otherwise included, all Proceeds and products of any and all of the
foregoing and all collateral security, guaranties and other Supporting
Obligations given by any Person with respect to any of the foregoing.


 


3.2          Certain Limited Exclusions. 
Notwithstanding anything herein to the contrary, in no event shall the
security interest granted under Section 3.1 attach to (a) any
lease, license, contract, property rights or agreement to which any Grantor is
a party or any of its rights or interests thereunder if and for so long as the
grant of such security interest shall constitute or result in (i) the
abandonment, invalidation or unenforceability of any right, title or interest
of any Grantor therein, or (ii) a breach or termination pursuant to the
terms of, or a default under, any such lease, license, contract property rights
or agreement (other than to the extent that any such term would be rendered
ineffective pursuant to Section 9-406, 9-407, 9-408 or 9-409 of the UCC
(or any successor provision or provisions) of any relevant jurisdiction or any
other applicable law (including the Bankruptcy Code) or principles of equity); provided, however, that such security interest
shall attach immediately at such time as the condition causing such
abandonment, invalidation or unenforceability shall be remedied and to the
extent severable, shall attach immediately to any portion of such lease,
license, contract, property rights or agreement that does not result in any of
the consequences specified in (i) or (ii) above; (b) any of the
outstanding capital stock of an Excluded Foreign Subsidiary in excess of 65% of
the voting power of all classes of capital stock of such Excluded Foreign
Subsidiary entitled to vote; provided
that immediately upon the amendment of the Code to allow the pledge of a
greater percentage of the voting power of capital stock in a Excluded Foreign
Subsidiary without adverse tax consequences, the Collateral shall include, and
the security interest granted by each Grantor shall attach to, such greater
percentage of capital stock of each Excluded Foreign Subsidiary; (c) any
Excluded Capital Stock or (d) subject to Section 5.12, any
Digital Cinema Equipment.


 


12

















 


SECTION 4.                 REPRESENTATIONS AND WARRANTIES


 


To induce the Administrative Agent, Lenders and
Issuing Bank to enter into the Credit Agreement and to make each Credit
Extension thereunder, each Grantor hereby represents and warrants to the
Secured Parties that the following statements are true and correct:


 


4.1          Representations in Credit Agreement. 
In the case of each Guarantor, the representations and warranties set
forth in Section 4 of the Credit Agreement as they relate to such Guarantor
or to the Loan Documents to which such Grantor is a party, each of which is
hereby incorporated herein by reference, are true and correct in all material
respects on and as of the date hereof (except to the extent such representations
and warranties specifically relate to an earlier date, in which case they shall
have been true and correct in all material respects on and of such earlier
date), and the Secured Parties shall be entitled to rely on each of them as if
they were fully set forth herein, provided that,
each reference in each such representation and warranty to Borrower’s knowledge
shall, for the purposes of this Section 4.1, be deemed to be a
reference to such Guarantor’s knowledge; and provided
further that, each such representation and warranty that is
qualified as to materiality shall be true and correct in all respects.


 


4.2          Title; No Other Liens. 
Such Grantor owns each item of the Collateral free and clear of any and
all Liens, except for Permitted Liens. 
No financing statement or other public notice with respect to all or any
part of the Collateral is on file or of record in any public office, except
such as have been filed in favor of Administrative Agent, for the ratable
benefit of the Secured Parties, pursuant to this Agreement or as are permitted
by the Credit Agreement.


 


4.3          Perfected First Priority Liens. 
The security interests granted pursuant to this Agreement (a) upon
completion of the filings and other actions specified on Schedule 4.3  will constitute valid, and to the extent perfection
can be achieved by the filing of financing statements in the jurisdiction of
organization of each Grantor, perfected security interests in all of the Collateral
in favor of Administrative Agent, for the ratable benefit of the Secured
Parties, as collateral security for such Grantor’s Obligations, enforceable in
accordance with the terms hereof and Article 9 of the UCC against all
creditors of such Grantor and any Persons purporting to purchase any Collateral
from such Grantor, and (b) are prior to all other Liens on the Collateral
except for Permitted Liens.


 


4.4          Jurisdiction of Organization, Etc. 
On the date hereof, such Grantor’s exact legal name (as indicated on the
public record of such Grantor’s jurisdiction of organization), jurisdiction of
organization and the location of such Grantor’s chief executive office or sole
place of business are specified on Schedule 4.4.


 


4.5          Inventory, Equipment and Books and
Records.  On the date hereof, the Inventory and the
Equipment (other than mobile goods) and the books and records pertaining to the
Collateral are kept at the locations listed on Schedule 4.24(a) of the
Credit Agreement.


 


4.6          Investment
Property.


 


(a)           The shares
of Pledged Stock pledged by such Grantor hereunder constitute all of the issued
and outstanding shares of all classes of Capital Stock of each Issuer owned by
such Grantor or, in the case of an Excluded Foreign Subsidiary, 65% of the
outstanding Excluded Foreign Subsidiary Voting Stock of each relevant Issuer.


 


13

















 


(b)           All the
shares of the Pledged Stock issued by any Subsidiary have been duly and validly
issued and are fully paid and nonassessable.


 


(c)           The terms
of any uncertificated Capital Stock constituting limited liability company interests
and partnership interests included in the Pledged Stock either (i) expressly
provide that they are securities governed by Article 8 of the UCC in
effect in the “issuer’s jurisdiction” (as such term is defined in the UCC in
effect in such jurisdiction) of each Issuer thereof, or (ii) to the extent
that such Pledged Stock does not so provide that they are securities, all necessary
action under the UCC has been taken to perfect the security interest granted
hereunder in such Pledged Stock.


 


(d)           The terms
of any certificated limited liability company interests and partnership
interests included in the Pledged Stock either (i) expressly provide that
they are securities governed by Article 8 of the UCC, or (ii) to the
extent that such Pledged Stock does not so provide that they are securities,
all necessary action under the UCC has been taken to perfect the security
interest granted hereunder in such Pledged Stock.


 


(e)           Each of
the Pledged Notes issued by any Subsidiary constitutes the legal, valid and
binding obligation of the obligor with respect thereto, enforceable in
accordance with its terms, subject to the effects of bankruptcy, insolvency,
fraudulent conveyance, reorganization, moratorium and other similar laws
relating to or affecting creditors’ rights generally, general equitable
principles (whether considered in a proceeding in equity or at law) and an
implied covenant of good faith and fair dealing.


 


(f)            Such
Grantor is the record and beneficial owner of, and has good and marketable
title to, the Investment Property pledged by it hereunder, free of any and all
Liens or options in favor of, or claims of, any other Person, except Permitted
Liens.


 


(g)           The
applicable Grantor has used commercially reasonable efforts to cause each
Subsidiary of Borrower that is an Issuer owned by it and that is not a Grantor
to execute and deliver to Administrative Agent an Acknowledgment and Agreement.


 


4.7          Receivables.


 


(a)           As of the
Closing Date, no amount payable to such Grantor under or in connection with any
Receivable in excess of $100,000 included in the Collateral is evidenced by any
Instrument or Chattel Paper that has not been delivered to Administrative
Agent.


 


(b)           The
amounts represented by such Grantor to the Secured Parties from time to time as
owing to such Grantor in respect of the Receivables included in the Collateral
will at such times be materially accurate.


 


4.8          Intellectual
Property.


 


(a)           Each
Grantor 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 4.8,
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 such Grantor 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 each Grantor’s knowledge, the use of
Intellectual Property by Grantors does not infringe on the rights of any 


 


14

















 


Person
in any material respect, except with respect to the matters described on Schedule
4.8, 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 4.8(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 Grantors 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 4.8(c) (i) identifies each of the
patents and patent applications owned by, made by or otherwise held, directly
or indirectly, by Grantors 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 4.8(d) (i) identifies each of the copyrights
and copyright applications and registrations registered by, made by or
otherwise held, directly or indirectly, by Grantors 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.


 


(e)           As of the
Closing Date, Schedule 4.8(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
Grantors is a party and pursuant to which (i) any of the Grantors is a
licensor or sublicensor or the equivalent (except for such agreements between
Grantors) or (ii) any other Person (other than a Grantor) is authorized to
use any Intellectual Property as a licensee, sub-licensee or the equivalent.


 


4.9          Concentration Accounts. 
As of the Closing Date, Schedule 5.8 sets forth all of the
Concentration Accounts of each Grantor.


 


4.10        Commercial Tort Claims. 
As of the Closing Date, Schedule 4.10 describes each Commercial
Tort Claim in excess of $5,000,000 held by any Grantor.


 


SECTION 5.                 COVENANTS


 


Each Grantor 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 under the Credit
Agreement or any other Obligation remains unpaid or unperformed:


 


5.1          Covenants in Credit Agreement. 
Each Grantor shall take, or shall refrain from taking, as the case may
be, each action that is necessary to be taken or not taken, as the case may be,
so that no Default or Event of Default is caused by the failure to take such
action or to refrain from taking such action by such Grantor or any of its
Subsidiaries.


 


15

















 


5.2          Delivery
and Control of Instruments, Chattel Paper and Investment Property.


 


(a)           If any of
the Collateral consisting of Pledged Stock (other than any Capital Stock of NCM
or NCM, Inc.) or Intercompany Notes shall be or become evidenced or represented
by any Instrument, Certificated Security or Chattel Paper, such Instrument,
Certificated Security or Chattel Paper shall be promptly delivered to Administrative
Agent, duly endorsed in a manner satisfactory to Administrative Agent, to be
held as Collateral pursuant to this Agreement.


 


(b)           If any of
the Collateral consisting of Pledged Stock or Intercompany Notes shall be or
become evidenced or represented by an Uncertificated Security, such Grantor
shall cause the Issuer thereof to register Administrative Agent as the
registered owner of such Uncertificated Security, upon original issue or
registration of transfer or otherwise take all necessary action under the UCC
to perfect Administrative Agent’s security interest in such Collateral granted
hereunder.


 


(c)           If any of
the Collateral consisting of Pledged Stock or Intercompany Notes shall be or
become evidenced or represented by a Security Entitlement, such Grantor shall
cause the Securities Intermediary with respect to such Security Entitlement to
identify in its records Administrative Agent as having such Security
Entitlement against such Securities Intermediary or otherwise take all
necessary action under the UCC to perfect Administrative Agent’s security
interest in such Collateral granted hereunder.


 


(d)           If any of
the Collateral consisting of Pledged Stock or Intercompany Notes shall be or
become evidenced or represented by or held in a Securities Account, such Grantor
shall comply with Section 5.2(c) and 5.8 with respect
to such Securities Account and all Security Entitlements carried in such
Securities Account.


 


(e)           If any of
the Collateral consisting of any Receivable in excess of $1,000,000 shall be or
become evidenced or represented by any Instrument or Chattel Paper, such
Grantor shall promptly thereafter provide written notice of such Collateral to
the Administrative Agent and, upon written request from the Administrative
Agent, promptly deliver such Instrument or Chattel Paper to Administrative
Agent, duly endorsed in a manner satisfactory to Administrative Agent, to be
held as Collateral pursuant to this Agreement.


 


5.3          Payment of Obligations. 
Such Grantor will, to the extent not otherwise prohibited hereunder or
prohibited by applicable subordination or intercreditor provisions, 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 (in any event
including all taxes, assessments and governmental charges or levies imposed on
the Collateral or in respect of income or profits therefrom, as well as all
claims of any kind (including claims for labor, materials and supplies) against
or with respect to the Collateral), 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 such Grantor, or to the extent the failure to pay, discharge or
otherwise satisfy such obligations could not reasonably be expected to have a
Material Adverse Effect.


 


5.4          Maintenance
of Perfected Security Interest; Further Documentation.


 


(a)           Such
Grantor shall maintain the security interest created by this Agreement as a
perfected security interest having at least the priority described in Section 4.3
and shall 


 


16

















 


defend
such security interest against the claims and demands of all Persons whomsoever
it being understood that except for (i) the filing of financing statements
or continuation statements under the UCC (or other similar applicable laws) in
effect in any jurisdiction with respect to the security interests created
hereby, or (ii) the taking of such additional actions required pursuant to
Sections 5.2, 5.5, 5.6, 5.8, 5.10 and 5.11
hereof, or Section 5.9 and 5.15 of the Credit Agreement or otherwise
contemplated by the terms of any Mortgages (or any landlord consents or similar
agreements related thereto), the Grantors shall not be required to take additional
affirmative actions to perfect the security interests granted hereunder.


 


(b)           Such
Grantor hereby authorizes the filing of any financing statements or
continuation statements, and amendments to financing statements, or any similar
document in any jurisdictions and with any filing offices as Administrative
Agent may determine, in its sole discretion, are necessary or advisable to
perfect the security interest granted to Administrative Agent herein.  Such financing statements may describe the
Collateral in the same manner as described herein or may contain an indication
or description of collateral that describes such property in any other manner
as Administrative Agent may determine, in its sole discretion, is necessary,
advisable or prudent to ensure the perfection of the security interest in the
Collateral granted to Administrative Agent 
herein, including describing such property as “all assets” or “all
personal property, whether now owned or hereafter acquired.”  Such Grantor will furnish to Administrative
Agent from time to time statements and schedules further identifying and describing
the Collateral and such other reports in connection with the assets and
property of such Grantor as Administrative Agent may reasonably request, all in
reasonable detail.  Notwithstanding
anything to the contrary in this Section 5.4(b), unless otherwise approved
by the Borrower (such approval not to be unreasonably withheld), no financing
statement or financing statement amendment filed by or on behalf of the
Administrative Agent shall cover or purport to cover Digital Cinema Equipment
(other than Subject Property as provided in Section 5.12).


 


(c)           At any
time and from time to time, upon the written request of Administrative Agent,
at the sole expense of such Grantor, such Grantor will promptly and duly
execute and deliver, and have recorded, such further instruments and documents
and take such further actions as Administrative Agent may reasonably request
for the purpose of obtaining or preserving the full benefits of this Agreement
and of the rights and powers herein granted to the extent contemplated by Section 5.4(a) above
or Section 5.9 and 5.15 of the Credit Agreement.


 


5.5          Changes in Locations, Name,
Jurisdiction of Incorporation, Etc.  Such Grantor
will not, except upon 30 days’ (or such shorter period as Administrative Agent
shall determine in its sole discretion) prior written notice to Administrative
Agent and delivery to Administrative Agent of all additional executed financing
statements and other documents reasonably requested by Administrative Agent to
maintain the validity, perfection and priority of the security interests
provided for herein:


 


(i)        change its jurisdiction of organization
or the location of its chief executive office or sole place of business or its
legal name from that referred to in Section 4.4; or


 


(ii)       change its identity or structure to such
an extent that any financing statement filed by Administrative Agent in connection
with this Agreement would become misleading.


 


17

















 


5.6          Investment
Property.


 


(a)           If such
Grantor shall become entitled to receive or shall receive any stock or other
ownership certificate (including any certificate representing a stock dividend
or a distribution in connection with any reclassification, increase or
reduction of capital or any certificate issued in connection with any
reorganization), option or rights in respect of the Capital Stock of any Issuer
of Pledged Stock to which the security interest hereunder has attached (other
than any Capital Stock of NCM or NCM, Inc.), whether in addition to, in
substitution of, as a conversion of, or in exchange for, any shares of or other
ownership interests in such Pledged Stock, or otherwise in respect thereof,
such Grantor shall accept the same as the agent of the Secured Parties, hold
the same in trust for the Secured Parties and deliver the same forthwith to
Administrative Agent in the exact form received, duly endorsed by such Grantor
to Administrative Agent, if required, together with an undated stock power
covering such certificate duly executed in blank by such Grantor and with, if
Administrative Agent so requests, signature guarantied, to be held by
Administrative Agent, subject to the terms hereof, as additional collateral
security for the Obligations.


 


(b)           Upon the
occurrence and during the continuance of a Default or Event of Default, any
sums paid on or in respect of the Pledged Securities upon the liquidation or
dissolution of any Issuer shall be paid over to Administrative Agent to be held
by it hereunder as additional collateral security for the Obligations, and if
any distribution of capital shall be made on or in respect of the Pledged Securities,
or any property shall be distributed on or with respect to the Pledged
Securities pursuant to the recapitalization or reclassification of the capital
of any Issuer or pursuant to the reorganization thereof, the property so
distributed shall, unless otherwise subject to a perfected security interest in
favor of Administrative Agent, be delivered to Administrative Agent to be held
by it hereunder as additional collateral security for the Obligations. Upon the
occurrence and during the continuance of a Default or Event of Default, if any
sums of money or property so paid or distributed in respect of the Pledged
Securities shall be received by such Grantor, such Grantor shall, until such
money or property is paid or delivered to Administrative Agent, hold such money
or property in trust for the Secured Parties, segregated from other funds of
such Grantor, as additional collateral security for the Obligations.


 


(c)           Without
the prior written consent of Administrative Agent, such Grantor will not (i) vote
to enable, or take any other action to permit, any Issuer to issue any stock or
other equity securities of any nature or to issue any other securities convertible
into or granting the right to purchase or exchange for any stock or other
equity securities of any nature of any Issuer, (ii) sell, assign,
transfer, exchange, or otherwise dispose of, or grant any option with respect
to, any of the Investment Property or Proceeds thereof or any interest therein
(except in connection with the disposition of Securities Entitlements held from
time to time as Cash Equivalents or otherwise pursuant to a transaction
permitted by the Credit Agreement), (iii) create, incur or permit to exist
any Lien or option in favor of, or any claim of any Person with respect to, any
of the Investment Property or Proceeds thereof, or any interest therein, except
for the security interests created by this Agreement or any other Permitted
Lien, or (iv) enter into any agreement or undertaking restricting the
right or ability of such Grantor or Administrative Agent to sell, assign or
transfer any of the Investment Property or Proceeds thereof included in the
Collateral or any interest therein.


 


(d)           In the
case of each Grantor that is an Issuer, such Issuer agrees that (i) it
will be bound by the terms of this Agreement relating to the Pledged Securities
issued by it and will comply with such terms insofar as such terms are
applicable to it, (ii) it will notify Administrative Agent promptly in
writing of the occurrence of any of the events described in Section 5.6(a) with
respect to the Pledged Securities issued by it, and (iii) the terms of Sections
6.2(c) and 


 


18

















 


6.6 shall apply
to it, mutatis mutandis, with
respect to all actions that may be required of it pursuant to such Sections
with respect to the Pledged Securities issued by it.


 


5.7          Receivables. 
Other than in the ordinary course of business or in such Grantor’s
reasonable business judgment (when no Default or Event of Default has occurred
and is continuing), such Grantor will not (i) grant any extension of the
time of payment of any of its Receivables, (ii) compromise or settle any
of its Receivables for less than the full amount thereof, (iii) release,
wholly or partially, any Person liable for the payment of any of its
Receivables, (iv) allow any credit or discount whatsoever on any of its
Receivables or (v) amend, supplement or modify any of its Receivables in
any manner that could adversely affect the value thereof.


 


5.8          Concentration
Accounts.


 


(a)           For each
Concentration Account set forth on Schedule 5.8, or that any Grantor at
any time opens or maintains, such Grantor shall (i) pursuant to a Control
Agreement, cause the bank or financial institution with respect to such
Concentration Account to agree to comply at any time with instructions from
Administrative Agent to such bank or financial institution directing the
disposition of assets from time to time credited to such Concentration Account,
without further consent of such Grantor or any other person, or (ii) close
such Concentration Account and transfer the assets held in such Concentration
Account to a Concentration Account that is subject to a Control Agreement.  Such Grantor shall promptly notify
Administrative Agent of the opening of any new Concentration Account.  Furthermore, each Grantor covenants and
agrees that it shall (x) deposit all collected amounts into its existing
Company Accounts or such other Company Accounts as it shall from time to time
establish and maintain, and (y) sweep all such deposited amounts, on a
regular periodic or daily basis, into one or more Concentration Accounts, in
each of the foregoing clauses (x) and (y), in the ordinary course of
maintaining its cash management system consistent with its past practices.  Each Grantor further agrees that it shall not
maintain any cash or other balances in any Company Account that is not a
Concentration Account (except in Company Accounts the balances of which are
swept into one or more Concentration Account as provided in clauses (x) and
(y) above).  Notwithstanding the
foregoing, (i) additional Grantors acquired after the Closing Date
pursuant to a Permitted Acquisition shall not be required to comply with this
clause (a) until 30 days following the date such Grantor becomes a party
hereto, and (ii) in respect of those Concentration Accounts set forth on Schedule
5.8 that are not subject to a Control Agreement in form and substance
reasonably acceptable to the Administrative Agent as of the Closing Date, such
Grantor shall comply with clause (i) of the first sentence of this Section 5.8(a) within
the applicable time specified in Schedule 5.16 to the Credit Agreement.


 


(b)           Administrative
Agent agrees that, so long as no Default or Event of Default shall have occurred
and be continuing, it shall not deliver any notice of sole control, direction
to transfer funds, money or investments, direction to limit the access of any
Grantor to any funds, money, or investments or similar directions in respect of
any Company Account subject to a Control Agreement.


 


5.9          Intellectual
Property.


 


(a)           Such
Grantor will not do any act, or omit to do any act, whereby any material Patent
owned by it may become forfeited, abandoned or dedicated to the public.


 


(b)           Except as
could not reasonably be expected to have a Material Adverse Effect, such
Grantor, will not do any act that knowingly uses any of its material
Intellectual Property


 


19

















 


to
infringe the intellectual property rights of any other Person without the
consent of such Person.


 


(c)           Except as
could not reasonably be expected to have a Material Adverse Effect, such
Grantor will take all necessary steps, including in any proceeding before the
United States Patent and Trademark Office, the United States Copyright Office
or any similar office or agency in any other country or any political
subdivision thereof, to maintain and pursue each application (and to obtain the
relevant registration) and to maintain each registration of its material Intellectual
Property included in the Collateral, including the payment of required fees and
taxes, the filing of responses to office actions issued by the United States
Patent and Trademark Office and the United States Copyright Office, the filing
of applications for renewal or extension, the filing of affidavits of use and
affidavits of incontestability, the filing of divisional, continuation,
continuation-in-part, reissue, and renewal applications or extensions, the
payment of maintenance fees, and the participation in interference,
reexamination, opposition, cancellation, infringement and misappropriation
proceedings.


 


(d)           Such
Grantor will not, without the prior written consent of Administrative Agent,
discontinue use of or otherwise abandon any of its Intellectual Property
included in the Collateral, or abandon any application or any right to file an
application for letters patent, trademark, or copyright, unless such Grantor
shall have previously determined that such use or the pursuit or maintenance of
such Intellectual Property is no longer desirable in the conduct of such
Grantor’s business and that the loss thereof could not reasonably be expected
to have a Material Adverse Effect.


 


(e)           In the
event that any material Intellectual Property is infringed, misappropriated or
diluted by a third party, such Grantor shall take such actions as such Grantor
shall reasonably deem appropriate under the circumstances to protect such
Intellectual Property included in the Collateral.


 


(f)            Such
Grantor agrees to execute an Intellectual Property Security Agreement with
respect to its Intellectual Property existing as of the date hereof to record
the security interest granted herein to Administrative Agent for the ratable
benefit of the Secured Parties with the United States Patent and Trademark
Office, the United States Copyright Office, and any other applicable
Governmental Authority.


 


(g)           Each
Grantor hereby covenants and agrees that, upon the request of Administrative
Agent, it shall notify Administrative Agent of any additional Intellectual
Property material to the business of such Grantor acquired after the Closing
Date and execute and deliver to Administrative Agent any agreements and
information requested to record or perfect Administrative Agent’s interest in such
Intellectual Property.


 


5.10        Commercial Tort Claims. 
Each Grantor hereby covenants and agrees that, upon the request of
Administrative Agent, it shall notify Administrative Agent whether any
Commercial Tort Claim in excess of $5,000,000 has hereafter arisen and deliver
to Administrative Agent any information requested to acknowledge, confirm,
register, record or perfect Administrative Agent’s interest in the Commercial
Tort Claim.


 


5.11        Letter-of-Credit Rights. 
Each Grantor hereby covenants and agrees that, upon the request of
Administrative Agent, it shall notify Administrative Agent whether such Grantor
has become a beneficiary with respect to any letter of credit with amounts
available to be drawn thereunder in excess of $5,000,000, and, if requested by
Administrative Agent, it shall use all


 


20

















 


commercially
reasonable efforts to obtain the
consent of the applicable issuer or nominated person to an assignment to
Administrative Agent of the proceeds of such letter of credit under Section 5-114(c) of
the UCC or applicable law or practice.


 


5.12        Digital
Cinema Equipment.  Each Grantor hereby covenants and agrees
that, in the event that any Digital Cinema Equipment owned by such Grantor
(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 (such Digital Cinema Equipment, the “Subject Property”), it shall promptly enter
into a supplement to this Agreement, in form and substance reasonably
acceptable to the Administrative Agent, granting the Administrative Agent, for
the ratable benefit of the Secured Parties, a lien on the Subject Property
(and, notwithstanding anything to the contrary contained in Section 3.2
hereof, the Subject Property shall then constitute Collateral) and shall, at Borrower’s
expense, cause to be filed such UCC-1 financing statements as necessary to
perfect such lien and shall execute and deliver such other certificates and documents
and take such other actions reasonably required by the Administrative Agent in
connection with the foregoing.  Each
Grantor hereby authorizes the filing of any financing statements or continuation
statements, and amendments to financing statements, or any similar document in
any jurisdictions and with any filing offices as Administrative Agent may
determine, in its sole discretion, are necessary or advisable to perfect the
security interest granted to Administrative Agent in respect of the Subject
Property.  Such financing statements may
describe the Subject Property and any other Collateral in the same manner as
described herein or may contain an indication or description of collateral that
describes such property in any other manner as Administrative Agent may
determine, in its sole discretion, is necessary, advisable or prudent to ensure
the perfection of the security interest in the Subject Property and the other
Collateral granted to Administrative Agent herein or in any such supplement to
this Agreement, including describing such property as “all assets” or “all personal
property, whether now owned or hereafter acquired”.  Such Grantor will furnish to Administrative
Agent from time to time statements and schedules further identifying and
describing the Subject Property and other Collateral and such other reports in
connection with the assets and property of such Grantor as Administrative Agent
may reasonably request, all in reasonable detail.  Notwithstanding anything to the contrary in
this Section 5.12, unless otherwise approved by the Borrower (such
approval not to be unreasonably withheld), no such financing statement or financing
statement amendment filed by or on behalf of the Administrative Agent shall
cover or purport to cover Digital Cinema Equipment (other than Subject
Property).


 


SECTION 6.                 REMEDIAL PROVISIONS


 


6.1          Certain
Matters Relating to Receivables.


 


(a)           Subject to
the limitation set forth below in Section 6.2(a), Administrative
Agent shall have the right to make test verifications of the Receivables
included in the Collateral in any manner and through any medium that it
reasonably considers advisable, and each Grantor shall furnish all such
assistance and information as Administrative Agent may reasonably require in
connection with such test verifications. 
At any time and from time to time, but not more frequently than monthly
(unless a Default or an Event of Default has occurred and is continuing), upon
Administrative Agent’s request and at the expense of the relevant Grantor, such
Grantor shall cause independent public accountants or others satisfactory to
Administrative Agent to furnish to Administrative Agent reports showing
reconciliations, aging and test verifications of, and trial balances for, any
such Receivables.


 


21
















 


(b)           Administrative Agent hereby
authorizes each Grantor to collect such Grantor’s Receivables included in the
Collateral, subject to Administrative Agent’s direction and control, and
Administrative Agent may curtail or terminate said authority at any time after
the occurrence and during the continuance of an Event of Default (a “Default Scenario”).  If required by Administrative Agent at any
time during a Default Scenario, any payments of Receivables, when collected by
any Grantor, (i) shall be forthwith (and, in any event, within two Business
Days) deposited by such Grantor in the exact form received, duly endorsed by
such Grantor to Administrative Agent if required, in a Collateral Account
maintained under the sole dominion and control of Administrative Agent, subject
to withdrawal by Administrative Agent for the account of the Secured Parties
only as provided in Section 6.4, and (ii) until so turned
over, shall be held by such Grantor in trust for the Secured Parties,
segregated from other funds of such Grantor. 
Each such deposit of Proceeds of Receivables shall be accompanied by a
report identifying in reasonable detail the nature and source of the payments
included in the deposit.


 


(c)           At Administrative Agent’s request
during a Default Scenario, each Grantor shall deliver to Administrative Agent
all original and other documents evidencing, and relating to, the agreements
and transactions which gave rise to the Receivables included in the Collateral,
including all original orders, invoices and shipping receipts.  At any other time, Administrative Agent may
inspect such items at the Grantor’s premises.


 


(d)           At any time during a Default
Scenario, Administrative Agent in its own name or in the name of others may at
any time communicate with obligors under the Receivables included in the
Collateral to verify with them to Administrative Agent’s satisfaction the existence,
amount and terms of any such Receivables.


 


(e)           Upon the request of Administrative
Agent at any time during a Default Scenario, each Grantor shall notify obligors
on the Receivables included in the Collateral that the Receivables have been
assigned to Administrative Agent for the ratable benefit of the Secured Parties
and that payments in respect thereof shall be made directly to Administrative Agent.


 


(f)            Anything herein to the contrary
notwithstanding, each Grantor shall remain liable under each of the Receivables
included in the Collateral to observe and perform all the conditions and
obligations to be observed and performed by it thereunder, all in accordance
with the terms of any agreement giving rise thereto.  No Secured Party shall have any obligation or
liability under any Receivable (or any agreement giving rise thereto) by reason
of or arising out of this Agreement or the receipt by any Secured Party of any
payment relating thereto, nor shall any Secured Party be obligated in any
manner to perform any of the obligations of any Grantor under or pursuant to
any Receivable (or any agreement giving rise thereto), to make any payment, to
make any inquiry as to the nature or the sufficiency of any payment received by
it or as to the sufficiency of any performance by any party thereunder, to
present or file any claim, to take any action to enforce any performance or to
collect the payment of any amounts that may have been assigned to it or to
which it may be entitled at any time or times.


 


6.2          Pledged
Securities.


 


(a)           Unless a Default or Event of Default
shall have occurred and be continuing and Administrative Agent shall have given
notice to the relevant Grantor of Administrative Agent’s intent to exercise its
corresponding rights pursuant to Section 6.2(b), each Grantor shall
be permitted to receive all cash dividends paid in respect of the Pledged Stock
and all payments made in respect of the Pledged Notes, in each case paid in the
normal course of business and consistent with past practice of the relevant
Issuer, to the extent permitted in the Credit Agreement, 


 


22

















 


and to exercise all voting and
corporate rights with respect to the Pledged Securities; provided, however, that no vote shall be
cast or corporate or other ownership right exercised or other action taken
that, in Administrative Agent’s reasonable judgment, would impair the
Collateral or that would be inconsistent with or result in any Default under
the Credit Agreement, this Agreement or any other Loan Document.


 


(b)           If a Default or Event of Default
shall occur and be continuing and Administrative Agent shall have given notice
of its intent to exercise such rights to the relevant Grantor or Grantors, (i) Administrative
Agent shall have the right to receive any and all cash dividends, payments or
other Proceeds paid in respect of the Pledged Securities and make application
thereof to the Obligations in the order set forth in Section 6.4,
and (ii) any or all of the Pledged Securities shall be registered in the
name of Administrative Agent or its nominee, and Administrative Agent or its
nominee may thereafter exercise (x) all voting, corporate and other rights
pertaining to such Pledged Securities at any meeting of shareholders of the
relevant Issuer or Issuers or otherwise and (y) any and all rights of
conversion, exchange and subscription and any other rights, privileges or
options pertaining to such Pledged Securities as if it were the absolute owner
thereof (including the right to exchange at its discretion any and all of the
Pledged Securities upon the merger, consolidation, reorganization,
recapitalization or other fundamental change in the corporate or other
structure of any Issuer, or upon the exercise by any Grantor or Administrative
Agent of any right, privilege or option pertaining to such Pledged Securities,
and in connection therewith, the right to deposit and deliver any and all of
the Pledged Securities with any committee, depositary, transfer agent,
registrar or other designated agency upon such terms and conditions as
Administrative Agent may determine), all without liability except to account
for property actually received by it, but Administrative Agent shall have no
duty to any Grantor to exercise any such right, privilege or option and shall
not be responsible for any failure to do so or delay in so doing.


 


(c)           Each Grantor hereby authorizes and
instructs each Issuer of any Pledged Securities pledged by such Grantor
hereunder to (i) comply with any instruction received by it from
Administrative Agent in writing that (x) states that a Default or Event of
Default has occurred and is continuing and (y) is otherwise in accordance
with the terms of this Agreement, without any other or further instructions
from such Grantor, and each Grantor agrees that each Issuer shall be fully
protected in so complying, and (ii) unless otherwise expressly permitted
hereby, pay any dividends or other payments with respect to the Pledged
Securities directly to Administrative Agent.


 


6.3          Proceeds to
be Turned Over to Administrative Agent.  In addition to the rights of the Secured
Parties specified in Section 6.1 with respect to payments of
Receivables, during a Default Scenario, all Proceeds received by any Grantor
consisting of cash, Cash Equivalents, checks and other near-cash items shall be
held by such Grantor in trust for the Secured Parties, segregated from other
funds of such Grantor, and shall, forthwith upon receipt by such Grantor, be
turned over to Administrative Agent in the exact form received by such Grantor
(duly endorsed by such Grantor to Administrative Agent, if required).  All Proceeds received by Administrative Agent
hereunder shall be held by Administrative Agent in a Collateral Account
maintained under its sole dominion and control. 
All Proceeds while held by Administrative Agent in a Collateral Account
(or by such Grantor in trust for Administrative Agent for the benefit of the Secured
Parties) shall continue to be held as collateral security for all the
Obligations and shall not constitute payment thereof until applied as provided
in Section 6.4.


 


6.4          Application
of Proceeds.  During a
Default Scenario, Administrative Agent may, at any time at its election and
notwithstanding the provisions of Section 2.14 of the Credit 


 


23

















 


Agreement, apply all or any part of Proceeds
constituting Collateral (together with the proceeds in respect of any sale of ,
collection from or other realization upon all or any part of any property of
Borrower, Holdings and any other Guarantor upon which a Lien in favor of the
Administrative Agent is purported to be granted under any Security Document)
turned over to, held by or realized through the exercise by Administrative
Agent of its remedies hereunder or under any other Loan Document, whether or
not held in any Collateral Account, and any proceeds of the guaranty set forth
in Section 2 (together with the proceeds of any guaranty under the
Guaranty and Pledge Agreement and the Parent Guaranty), in payment of the
Obligations in the following order:


 


(i)        First, to the payment of all costs and
expenses of such sale, collection or other realization, including reasonable
compensation to Administrative Agent and its agents and counsel, and
reimbursements for all other expenses, liabilities and advances made or
incurred by Administrative Agent in connection therewith (including as described
in Section 6.5(a) hereof), and all amounts for which
Administrative Agent is entitled to indemnification or reimbursement hereunder
or under the other Loan Documents (in its capacity as Administrative Agent and
not as a Lender) and all advances made by Administrative Agent hereunder or
under the other Loan Documents for the account of the applicable Grantor, and
to the payment of all costs and expenses paid or incurred by Administrative
Agent in connection with the exercise of any right or remedy hereunder or under
the Credit Agreement or any other Loan Document, all in accordance with the
terms hereof or thereof;


 


(ii)       Second, to pay accrued interest on and
then principal of any portion of (x) the Revolving Loans that
Administrative Agent may have advanced on behalf of any Lender for which
Administrative Agent has not then been reimbursed by such Lender or Borrower
and (y) the amount of drawings honored by Issuing Bank under a Letter of
Credit for which Issuing Bank has not then been reimbursed by any Lender or
Borrower (plus accrued interest thereon);


 


(iii)      Third, to pay incurred and unpaid fees and
expenses of the Secured Parties under the Loan Documents;


 


(iv)      Fourth, for application by it towards
payment of amounts then due and owing and remaining unpaid in respect of the
Obligations, pro rata among the
Lenders and Lender Counterparties according to the amounts of the Obligations
then due and owing and remaining unpaid to the Lenders and the Lender Counterparties;


 


(v)       Fifth, for application by it towards
prepayment of the Obligations, pro rata
among the Lenders according to the amounts of the Obligations then held by the
Lenders; and


 


(vi)      Sixth, any balance of such Proceeds
remaining after the Discharge of the Obligations shall be paid over to Borrower
or to whomsoever may be lawfully entitled to receive the same.


 


6.5          UCC and
Other Remedies.


 


(a)           During a Default Scenario,
Administrative Agent, on behalf of the Secured Parties, may exercise, in
addition to all other rights and remedies granted to them in this Agreement and
in any other instrument or agreement securing, evidencing or relating to the
Obligations, all rights and remedies of a secured party under the UCC (whether
or not the UCC applies 


 


24

















 


to the affected Collateral) or any
other applicable law or in equity.  Without
limiting the generality of the foregoing, Administrative Agent, without demand
of performance or other demand, presentment, protest, advertisement or notice
of any kind (except any notice required by law referred to below) to or upon
any Grantor or any other Person (all and each of which demands, defenses,
advertisements and notices are hereby waived), may in such circumstances
forthwith collect, receive, appropriate and realize on the Collateral, or any
part thereof, and/or may forthwith sell, lease, assign, give option or options
to purchase, or otherwise dispose of and deliver the Collateral or any part
thereof (or contract to do any of the foregoing), in one or more parcels at
public or private sale or sales, at any exchange, broker’s board or office of
any Secured Party or elsewhere upon such terms and conditions as it may deem
advisable and at such prices as it may deem best, for cash or on credit or for
future delivery without assumption of any credit risk.  Each Secured Party shall have the right upon
any such public sale or sales, and, to the extent permitted by law, upon any
such private sale or sales, to purchase the whole or any part of the Collateral
so sold, free of any right or equity of redemption in any Grantor, which right
or equity is hereby waived and released. 
Each Grantor further agrees, at Administrative Agent’s request, to
assemble the Collateral and make it available to Administrative Agent at places
that Administrative Agent shall reasonably select, whether at such Grantor’s
premises or elsewhere.  Administrative
Agent shall apply the net proceeds of any action taken by it pursuant to this Section 6.5,
after deducting all reasonable costs and expenses of every kind incurred in
connection therewith or incidental to the care or safekeeping of any of the
Collateral or in any way relating to the Collateral or the rights of the
Secured Parties hereunder, including reasonable attorneys’ fees and disbursements,
to the payment in whole or in part of the Obligations, in such order as Administrative
Agent may elect, and only after such application and after the payment by
Administrative Agent of any other amount required by any provision of law, including
Section 9-615(a) of the UCC, need Administrative Agent account for
the surplus, if any, to any Grantor.  To
the extent permitted by applicable law, each Grantor waives all claims, damages
and demands it may acquire against any Secured Party arising out of the
exercise by them of any rights hereunder. 
If any notice of a proposed sale or other disposition of Collateral
shall be required by law, such notice shall be deemed reasonable and proper if
given at least ten days before such sale or other disposition.


 


(b)           In the event of any Disposition of any
of the Intellectual Property to Administrative Agent, the goodwill of the
business connected with and symbolized by any Trademarks subject to such
Disposition shall be included, and the applicable Grantor shall supply Administrative
Agent or its designee with such Grantor’s know-how and expertise, and with documents
and things embodying the same, relating to the manufacture, distribution,
advertising and sale of products or the provision of services relating to any
Intellectual Property subject to such Disposition, and such Grantor’s customer
lists and other records and documents relating to such Intellectual Property
and to the manufacture, distribution, advertising and sale of such products and
services.


 


6.6          Registration
Rights.


 


(a)           If Administrative Agent shall
determine to exercise its right to sell any or all of the Pledged Stock or the
Pledged Debt Securities pursuant to Section 6.5, and if in the opinion
of Administrative Agent it is necessary or advisable to have the Pledged Stock
or the Pledged Debt Securities, or that portion thereof to be sold, registered
under the provisions of the Securities Act, the relevant Grantor will cause the
Issuer thereof to (i) execute and deliver, and cause the directors and
officers of such Issuer to execute and deliver, all such instruments and
documents, and do or cause to be done all such other acts as may be, in the
opinion of Administrative Agent, necessary or advisable to register the Pledged
Stock or the Pledged Debt Securities, or that portion thereof to be sold, under
the provisions of the Securities Act, (ii) use its best efforts to cause 


 


25

















 


the registration statement relating
thereto to become effective and to remain effective for a period of one year
from the date of the first public offering of the Pledged Stock or the Pledged
Debt Securities, or that portion thereof to be sold, and (iii) make all
amendments thereto and/or to the related prospectus which, in the opinion of
Administrative Agent, are necessary or advisable, all in conformity with the
requirements of the Securities Act and the rules and regulations of the
SEC applicable thereto.  Each Grantor
agrees to cause such Issuer to comply with the provisions of the securities or “Blue
Sky” laws of any and all jurisdictions that Administrative Agent shall designate
and to make available to its security holders, as soon as practicable, an
earnings statement (which need not be audited) that will satisfy the provisions
of Section 11(a) of the Securities Act.


 


(b)           Each Grantor recognizes that
Administrative Agent may be unable to effect a public sale of any or all the
Pledged Stock or the Pledged Debt Securities, by reason of certain prohibitions
contained in the Securities Act and applicable state securities laws or
otherwise, and may be compelled to resort to one or more private sales thereof
to a restricted group of purchasers which will be obliged to agree, among other
things, to acquire such securities for their own account for investment and not
with a view to the distribution or resale thereof.  Each Grantor acknowledges and agrees that any
such private sale may result in prices and other terms less favorable than if
such sale were a public sale and, notwithstanding such circumstances, agrees
that any such private sale shall be deemed to have been made in a commercially
reasonable manner.  Administrative Agent
shall be under no obligation to delay a sale of any of the Pledged Stock or the
Pledged Debt Securities for the period of time necessary to permit the Issuer
thereof to register such securities for public sale under the Securities Act,
or under applicable state securities laws, even if such Issuer would agree to
do so.


 


(c)           Each Grantor agrees to use its best
efforts to do or cause to be done all such other acts as may be necessary to
make such sale or sales of all or any portion of the Pledged Stock or the
Pledged Debt Securities pursuant to this Section 6.6 valid and
binding and in compliance with any and all other applicable Requirements of
Law.  Each Grantor further agrees that a
breach of any of the covenants contained in this Section 6.6 will
cause irreparable injury to the Secured Parties, that the Secured Parties have
no adequate remedy at law in respect of such breach and, as a consequence, that
each and every covenant contained in this Section 6.6 shall be
specifically enforceable against such Grantor, and such Grantor hereby waives
and agrees not to assert any defenses against an action for specific
performance of such covenants except for a defense that no Event of Default has
occurred and is continuing under the Credit Agreement or a defense of payment.


 


6.7          Waiver;
Deficiency.  Each
Grantor shall remain liable for any deficiency if the proceeds of any sale or
other disposition of the Collateral are insufficient to pay its Obligations and
the fees and disbursements of any attorneys employed by any Secured Party to
collect such deficiency.


 


SECTION 7.                 ADMINISTRATIVE AGENT


 


7.1          Administrative
Agent’s Appointment as Attorney-in-Fact, Etc.


 


(a)           Each Grantor hereby irrevocably
constitutes and appoints Administrative Agent and any authorized officer or
agent thereof, with full power of substitution, as its true and lawful
attorney-in-fact with full irrevocable power and authority in the place and stead
of such Grantor and in the name of such Grantor or in its own name, for the
purpose of carrying out the terms of this Agreement, to take any and all
appropriate action and to execute any and all documents and instruments that
may be necessary or desirable to accomplish the purposes of this 


 


26

















 


Agreement, and, without limiting
the generality of the foregoing, each Grantor hereby gives Administrative Agent
the power and right, on behalf of such Grantor (without notice to or assent by
such Grantor during a Default Scenario), to do any or all of the following:


 


(i)        in the
name of such Grantor or its own name, or otherwise, take possession of and
endorse and collect any checks, drafts, notes, acceptances or other instruments
for the payment of moneys due under any Receivable included in the Collateral
or with respect to any other Collateral and file any claim or take any other
action or proceeding in any court of law or equity or otherwise deemed
appropriate by Administrative Agent for the purpose of collecting any and all
such moneys due under any Receivable or with respect to any other Collateral
whenever payable;


 


(ii)       in the
case of any Intellectual Property included in the Collateral, execute and
deliver, and have recorded, any and all agreements, instruments, documents and
papers as Administrative Agent may request to evidence its security interest in
such Intellectual Property and the goodwill and general intangibles of such
Grantor relating thereto or represented thereby;


 


(iii)      pay or
discharge taxes and Liens levied or placed on or threatened against the
Collateral, effect any repairs to the Collateral or obtain any insurance called
for by the terms of this Agreement and pay all or any part of the premiums
therefor and the costs thereof;


 


(iv)      execute,
in connection with any sale provided for in Section 6.5 or 6.6,
any endorsements, assignments or other instruments of conveyance or transfer
with respect to the Collateral; and


 


(v)       (1) direct
any party liable for any payment under any of the Collateral to make payment of
any and all moneys due or to become due thereunder directly to Administrative
Agent or as Administrative Agent shall direct; (2) ask or demand for, collect,
and receive payment of and receipt for, any and all moneys, claims and other
amounts due or to become due at any time in respect of or arising out of any
Collateral; (3) sign and endorse any invoices, freight or express bills,
bills of lading, storage or warehouse receipts, drafts against debtors,
assignments, verifications, notices and other documents in connection with any
of the Collateral; (4) commence and prosecute any suits, actions or
proceedings at law or in equity in any court of competent jurisdiction to
collect the Collateral or any portion thereof and to enforce any other right in
respect of any Collateral; (5) defend any suit, action or proceeding
brought against such Grantor with respect to any Collateral; (6) settle,
compromise or adjust any such suit, action or proceeding and, in connection
therewith, give such discharges or releases as Administrative Agent may deem
appropriate; (7) assign any Copyright, Patent or Trademark (along with the
goodwill of the business to which any such Copyright, Patent or Trademark pertains)
included in the Collateral, throughout the world for such term or terms, on
such conditions, and in such manner, as Administrative Agent shall in its sole
discretion determine; and (8) generally, sell, transfer, pledge and make
any agreement with respect to or otherwise deal with any of the Collateral as
fully and completely as though Administrative Agent were the absolute owner
thereof for all purposes, and do, at Administrative Agent’s option and such
Grantor’s expense, at any time, or from time to time, all acts and things which
Administrative Agent deems necessary to protect, preserve or realize upon the
Collateral and the Secured Parties’ security interests therein and to effect
the intent of this Agreement, all as fully and effectively as such Grantor might
do.


 


27

















 


Anything in this Section 7.1(a) to the contrary
notwithstanding, Administrative Agent agrees that it will not exercise any
rights under the power of attorney provided for in this Section 7.1(a) except
during a Default Scenario.


 


(b)           If any Grantor fails to perform or
comply with any of its agreements contained herein, Administrative Agent, at
its option, but without any obligation so to do, may perform or comply, or
otherwise cause performance or compliance, with such agreement.


 


(c)           The expenses of Administrative Agent
incurred in connection with actions undertaken as provided in this Section 7.1,
together with interest thereon at a rate per annum equal to the rate per annum
at which interest would then be payable on past due Revolving Credit Loans that
are Base Rate Loans under the Credit Agreement, from the date of payment by Administrative
Agent to the date reimbursed by the relevant Grantor, shall be payable by such
Grantor to Administrative Agent on demand.


 


(d)           Each Grantor hereby ratifies all that
said attorneys shall lawfully do or cause to be done by virtue hereof.  All powers, authorizations and agencies
contained in this Agreement are coupled with an interest and are irrevocable
until this Agreement is terminated and the security interests created hereby
are released.


 


7.2          Duty of
Administrative Agent. 
Administrative Agent’s sole duty with respect to the custody,
safekeeping and physical preservation of the Collateral in its possession, under
Section 9-207 of the UCC or otherwise, shall be to deal with it in the
same manner and accord it the same care as Administrative Agent deals with
similar property for its own account. 
Neither Administrative Agent, nor any other Secured Party nor any of
their respective officers, directors, partners, employees, agents, attorneys
and other advisors, attorneys-in-fact or affiliates shall be liable for failure
to demand, collect or realize upon any of the Collateral or for any delay in
doing so or shall be under any obligation to sell or otherwise dispose of any
Collateral upon the request of any Grantor or any other Person or to take any
other action whatsoever with regard to the Collateral or any part thereof.  The powers conferred on the Secured Parties
hereunder are solely to protect the Secured Parties’ interests in the
Collateral and shall not impose any duty upon any Secured Party to exercise any
such powers.  The Secured Parties shall
be accountable only for amounts that they actually receive as a result of the
exercise of such powers, and neither they nor any of their officers, directors,
partners, employees, agents, attorneys and other advisors, attorneys-in-fact or
affiliates shall be responsible to any Grantor for any act or failure to act
hereunder, except to the extent that any such act or failure to act is found by
a final and nonappealable decision of a court of competent jurisdiction to have
resulted solely and proximately from their own gross negligence or willful
misconduct in breach of a duty owed to such Grantor.


 


7.3          Authority
of Administrative Agent.  Each
Grantor acknowledges that the rights and responsibilities of Administrative
Agent under this Agreement with respect to any action taken by Administrative
Agent or the exercise or non-exercise by Administrative Agent of any option,
voting right, request, judgment or other right or remedy provided for herein or
resulting or arising out of this Agreement shall, as between Administrative
Agent and the other Secured Parties, be governed by the Credit Agreement and by
such other agreements with respect thereto as may exist from time to time among
them, but, as between Administrative Agent and the Grantors, Administrative
Agent shall be conclusively presumed to be acting as agent for the Secured
Parties with full and valid authority so to act or refrain from acting, and no
Grantor shall be under any obligation, or entitlement, to make any inquiry
respecting such authority.


 


28

















 


7.4          Appointment
of Co-Collateral Agents.  At
any time or from time to time, in order to comply with any Requirement of Law
or in respect of the exercise of the Administrative Agent’s rights and remedies
with respect to any Collateral, Administrative Agent may appoint another bank
or trust company or one or more other Persons, either to act as co-agent,
sub-agent or separate agent on behalf of the Administrative Agent and the other
Secured Parties with such power and authority as may be necessary for the
effectual operation of the provisions hereof and that may be specified in the
instrument of appointment (which may, in the discretion of Administrative
Agent, include similar provisions for indemnification and protections of such
co-agent, sub-agent or separate agent); provided that
Administrative Agent shall use reasonable efforts to provide prior written
notice of such appointment to the Grantors..


 


SECTION 8.         MISCELLANEOUS


 


8.1          Amendments
and Waivers.  None of the
terms or provisions of this Agreement may be waived, amended, supplemented or
otherwise modified except in writing by Administrative Agent and the Grantors
and in accordance with Section 9.5 of the Credit Agreement.


 


8.2          Notices.  Unless otherwise specifically provided
herein, any notice or other communication herein required or permitted to be
given to any Grantor, Administrative Agent or any Secured Party shall be sent
to such Person’s address as set forth on Schedule 8.2 or in the other
relevant Loan Document, and otherwise shall be effected in the manner provided for
in Section 9.1 of the Credit Agreement.


 


8.3          No Waiver;
Remedies Cumulative.  No failure
or delay on the part of Administrative Agent or any Secured Party 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
Administrative Agent and each Secured Party 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.


 


8.4          Enforcement
Expenses; Indemnification.


 


(a)           Each Grantor agrees to pay or
reimburse each Secured Party for all its costs and expenses incurred in
collecting against such Grantor under the guaranty contained in Section 2
or otherwise enforcing or preserving any rights under this Agreement and the
other Loan Documents to which such Grantor is a party, including the reasonable
fees and disbursements of counsel to each Secured Party and of counsel to
Administrative Agent.


 


(b)           Each Grantor agrees to pay, and to
save each Secured Party harmless from, any and all liabilities with respect to,
or resulting from any delay in paying, any and all stamp, excise, sales or
other taxes that may be payable or determined to be payable with respect to any
of the Collateral or in connection with any of the transactions contemplated by
this Agreement.


 


29

















 


(c)           Each Grantor agrees to pay, and to
save each Secured Party harmless from, any and all liabilities, obligations,
losses, damages, penalties, actions, judgments, suits, costs, expenses or
disbursements of any kind or nature whatsoever with respect to the execution,
delivery, enforcement, performance and administration of this Agreement to the
extent Borrower would be required to do so pursuant to Section 9.2 or 9.3
of the Credit Agreement.


 


(d)           The agreements in this Section 8.4
shall survive repayment of the Obligations.


 


(e)           Each Grantor agrees that the
provisions of Section 2.19 of the Credit Agreement are hereby incorporated
herein by reference, mutatis mutandis,
and each Secured Party shall be entitled to rely on each of them as if they
were fully set forth herein.


 


8.5          Successors
and Assigns.  This
Agreement shall be binding on the successors and assigns of each Grantor and
shall inure to the benefit of the Secured Parties and their successors and
assigns; provided that, no
Grantor may assign, transfer or delegate any of its rights or obligations under
this Agreement without the prior written consent of Administrative Agent.


 


8.6          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 Secured Party is hereby
authorized by each Grantor 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 Grantor 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 Secured Party to or for the credit or the account of
any Grantor against and on account of the obligations and liabilities of any
Grantor to such Secured Party in respect of the Obligations hereunder 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
Secured Party 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 under the Credit Agreement shall have become due and
payable pursuant to Section 2 thereof and although such obligations and
liabilities, or any of them, may be contingent or unmatured.


 


8.7          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.


 


8.8          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.


 


8.9          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.


 


8.10        Integration.  This Agreement and the other Loan Documents
represent the agreement of the Grantors, Administrative Agent and the other
Secured Parties with respect to the 


 


30

















 


subject matter hereof and thereof, and there
are no promises, undertakings, representations or warranties by any Secured
Party relative to subject matter hereof and thereof not expressly set forth or
referred to herein or in the other Loan Documents.


 


8.11        Governing
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.


 


8.12        Consent To
Jurisdiction; Waivers.  ALL
JUDICIAL PROCEEDINGS BROUGHT AGAINST ANY GRANTOR ARISING OUT OF OR RELATING
HERETO 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 GRANTOR, 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 GRANTOR AT ITS
ADDRESS PROVIDED IN ACCORDANCE WITH SECTION 8.2, (d) AGREES
THAT SERVICE AS PROVIDED IN CLAUSE (c) ABOVE IS SUFFICIENT TO CONFER
PERSONAL JURISDICTION OVER THE APPLICABLE GRANTOR IN ANY SUCH PROCEEDING IN ANY
SUCH COURT, AND OTHERWISE CONSTITUTES EFFECTIVE AND BINDING SERVICE IN EVERY
RESPECT, AND (e) AGREES THAT ADMINISTRATIVE AGENT AND THE OTHER SECURED
PARTIES RETAIN THE RIGHT TO SERVE PROCESS IN ANY OTHER MANNER PERMITTED BY LAW
OR TO BRING PROCEEDINGS AGAINST ANY GRANTOR IN THE COURTS OF ANY OTHER JURISDICTION.  EACH GRANTOR HEREBY IRREVOCABLY AND
UNCONDITIONALLY WAIVES, TO THE MAXIMUM EXTENT NOT PROHIBITED BY LAW, ANY RIGHT
IT MAY HAVE TO CLAIM OR RECOVER IN ANY LEGAL ACTION OR PROCEEDING REFERRED
TO IN THIS SECTION ANY SPECIAL, EXEMPLARY, PUNITIVE OR CONSEQUENTIAL DAMAGES.


 


8.13        Additional
Grantors.  Each
Subsidiary of any Grantor that is required to become a party to this Agreement
pursuant to Section 5.9 of the Credit Agreement shall become a Grantor for
all purposes of this Agreement upon execution and delivery by such Subsidiary
of an Assumption Agreement.


 


8.14        Releases.


 


(a)           Upon the Discharge of the
Obligations, the Collateral shall be released from the Liens created hereby,
and this Agreement and all obligations (other than those expressly stated to
survive such termination) of Administrative Agent and each Grantor hereunder
shall terminate, all without delivery of any instrument or performance of any
act by any party, and all rights to the Collateral shall revert to the
Grantors.  At the request and sole
expense of any Grantor following any such termination, Administrative Agent
shall deliver to such Grantor any Collateral of such Grantor held by
Administrative Agent hereunder, and execute and deliver to such Grantor such
documents as such Grantor shall reasonably request to evidence such termination.


 


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(b)           If
any of the Collateral shall be Disposed of by any Grantor (other than a
disposition of Collateral to the Borrower or another Grantor) in a transaction
permitted by the Credit Agreement (or a Disposition in a transaction to which
the Requisite Lenders, or all the Lenders, as required by Section 9.5 of
the Credit Agreement, have consented), then Administrative Agent, at the
request and sole expense of such Grantor, shall execute and deliver to such
Grantor all releases or other documents reasonably necessary or desirable for
the release of the Liens created hereby on such Collateral.  At the request and sole expense of Borrower,
a Guarantor shall be released from its obligations hereunder in the event that
all the Capital Stock of such Guarantor shall be Disposed of in a transaction
permitted by the Credit Agreement (or to which the Requisite Lenders, or all
the Lenders, as required by Section 9.5 of the Credit Agreement, have consented);
provided that, Borrower shall
have delivered to Administrative Agent, at least five Business Days (or such
shorter period as Administrative Agent shall determine in its sole discretion)
prior to the date of the proposed release, a written request for release
identifying the relevant Guarantor and the terms of the Disposition in
reasonable detail, including the price thereof and any expenses in connection
therewith, together with a certification by Borrower stating that such
transaction is in compliance with the Credit Agreement and the other Loan Documents
(or that the Requisite Lenders, or all the Lenders, as required by Section 9.5
of the Credit Agreement have consented to such release) and that the Proceeds
of such Disposition will be applied in accordance therewith.  Promptly after the date that is 90 days after
the Closing Date (or such earlier date as agreed by the Administrative Agent)
the Administrative Agent shall file UCC financing statement terminations or
amendments and take such other actions as shall be reasonably required by the
Grantors to evidence the release of the security interests of the Administrative
Agent and the other Secured Parties in any Digital Cinema Equipment (other than
any Subject Property).


 


(c)           Except
as may be required to comply with its obligations under the Loan Documents,
each Grantor acknowledges that it is not authorized to file any financing
statement or amendment or termination statement with respect to any financing
statement originally filed in connection herewith without the prior written
consent of Administrative Agent, subject to such Grantor’s rights under Section 9-509(d)(2) of
the UCC.


 


8.15      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 AGREEMENT, OR THE DEBTOR/SECURED PARTY, SURETY/OBLIGEE RELATIONSHIPS
THAT ARE BEING ESTABLISHED HEREBY.  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 AGREEMENT, 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 


 


32

















 


SECTION 8.15 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 GUARANTY AND GRANT MADE HEREUNDER.  IN THE EVENT OF LITIGATION, THIS AGREEMENT MAY BE
FILED AS A WRITTEN CONSENT TO A TRIAL BY THE COURT.


 


8.16      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 under the Credit Agreement.  Notwithstanding anything herein or implied by
law to the contrary, the agreements of each Grantor set forth in Section 8.4
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.


 


8.17      Patriot Act.  Each Secured Party and Administrative Agent
(for itself and not on behalf of any other party) hereby notifies each Grantor
that, pursuant to the requirements of the Patriot Act, it is required to
obtain, verify and record information that identifies such Grantor, which information
includes the names and addresses and other information that will allow such
Secured Party or Administrative Agent, as applicable, to identify such Grantor
in accordance with the Patriot Act.  Each
Grantor 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 Secured Party to assist Administrative Agent and the Secured Parties in
maintaining compliance with the Patriot Act.


 


8.18      Existing
Agreements Superseded; Exhibits and Schedules.  As and to the extent set forth in Section 1.3,
the Existing Guaranty and Collateral 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 Existing Guaranty
and Collateral Agreement or the Original Guaranty and Collateral
Agreement.  Each party hereby agrees that
the Liens granted to Administrative Agent pursuant to the Existing Original
Guaranty and Collateral Agreement and the Original Guaranty and Collateral
Agreement remain in full force and effect to secure the Obligations and hereby
are ratified and confirmed in all respects. 
Such Liens remain and continue to be granted, created, attached,
perfected and enforceable, and shall constitute first-priority perfected
security interests of Administrative Agent for the benefit of the Secured
Parties to the extent required under the Loan Documents.  Notwithstanding the foregoing, each Grantor
that was a party to the Existing Guaranty and Collateral Agreement has granted
Liens hereunder in favor of Administrative Agent for the benefit of the Secured
Parties.


 


8.19      Effectiveness.  This Agreement shall become effective upon
the execution of a counterpart hereof by each of the parties hereto and receipt
by each Grantor and Administrative Agent of written or telephonic notification
of such execution and authorization of delivery thereof.


 


[Remainder of page intentionally
left blank]


 


33

















 


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 a Grantor

  
	
   

  	
   

  
	
   

  	
   

  
	
   

  	
  By:

  	
  /s/ David H. Ownby

  
	
   

  	
   

  	
  Name: David H. Ownby

  
	
   

  	
   

  	
  Title: Chief Financial
  Officer

  
	
   

  	
   

  
	
   

  	
  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:

  	
  /s/ David H. Ownby

  
	
   

  	
   

  	
  Name: David H. Ownby

  
	
   

  	
   

  	
  Title: Vice President

  
	
   

  	
   

  
	
   

  	
  REGAL CINEMAS, INC.,

  
	
   

  	
  as a Grantor and a
  Guarantor

  
	
   

  	
   

  
	
   

  	
   

  
	
   

  	
  By:

  	
  /s/ David H. Ownby

  
	
   

  	
   

  	
  Name: David H. Ownby

  
	
   

  	
   

  	
  Title: Chief Financial
  Officer

  



 


[Second
Amended and Restated Guaranty and Collateral Agreement]


 

















 


	
   

  	
  CREDIT SUISSE AG, CAYMAN
  ISLANDS BRANCH,

  
	
   

  	
  as Administrative Agent

  
	
   

  	
   

  
	
   

  	
  By:

  	
  /s/ Bill O’Daly

  
	
   

  	
   

  	
  Name: Bill O’Daly

  
	
   

  	
   

  	
  Title: Director

  
	
   

  	
   

  
	
   

  	
  By:

  	
  /s/ Mikhail Faybusovich

  
	
   

  	
   

  	
  Name: Mikhail Faybusovich

  
	
   

  	
   

  	
  Title: Vice President

  



 


[Second
Amended and Restated Guaranty and Collateral Agreement]


 

















 


APPENDIX A


 


FORM OF ACKNOWLEDGMENT
AND CONSENT


 


[to be attached]


 


A-1

















 


APPENDIX B


 


FORM OF


INTELLECTUAL PROPERTY
SECURITY AGREEMENT


 


[to be attached]


 


B-1

















 


APPENDIX C


 


FORM OF


ASSUMPTION AGREEMENT


 


[to be attached]


 


C-1

















 


SCHEDULE 4.3


 


FILINGS AND OTHER ACTIONS


REQUIRED TO PERFECT SECURITY
INTERESTS


 


The following actions are required to perfect
a security interest in all Collateral of the Grantors presently owned:*


 


Uniform Commercial Code
Filings:


 


Alabama Secretary of State


Colorado Secretary of State


Delaware Secretary of State


Maryland State Department of Assessments and
Taxation


Massachusetts Secretary of the Commonwealth


New York Secretary of the State


Oregon Secretary of State


Tennessee Secretary of State


Texas Secretary of State


Clerk of the State Corporation Commission of Virginia


Office of the Recorder of Deeds in the District of Columbia


 


Copyright, Patent and Trademark Filings:


 


USCO – IP Security Agreement


USPTO – IP Security Agreement


 


Actions with respect to Investment Property and Deposit Accounts:


 


Enter into control agreements with appropriate banks/financial
institutions.


Possession by Administrative Agent of the Pledged Securities.


 


Actions contemplated by Sections 5.10 and 5.11 of the Agreement as they
relate to Commercial Tort Claims and Letter-of-Credit Rights.


 






* This Schedule does not cover: (i) assets as to which perfection
is governed by laws other than Article 9 of the UCC, such as certain
foreign assets, assets that are subject to perfection pursuant to certificate
of title or similar statutes or assets constituting interests in real property
and (ii) assets as to which perfection is governed by the filing of a
financing statement in a jurisdiction other than the jurisdiction of
organization of the Grantor, such as fixture filings.


 


S-1

















 


SCHEDULE 4.4


 


LEGAL NAME, JURISDICTION AND


CHIEF EXECUTIVE OFFICE


 


	
  Legal Name of Grantor

  	
   

  	
  Jurisdiction of Organization

  	
   

  	
  Chief Executive Office

  
	
   

  	
   

  	
   

  	
   

  	
   

  
	
  1.     Regal Cinemas Corporation

  	
   

  	
  Delaware

   

  	
   

  	
  7132 Regal Lane

  Knoxville, TN  37918

  (865) 922-1123

  (865)
  922-3188 (fax)

  
	
   

  	
   

  	
   

  	
   

  	
   

  
	
  2.     Regal Cinemas, Inc.

  	
   

  	
  Tennessee
  

  	
   

  	
  7132 Regal Lane

  Knoxville, TN  37918

  (865) 922-1123

  (865)
  922-3188 (fax)

  
	
   

  	
   

  	
   

  	
   

  	
   

  
	
  3.     Regal CineMedia Corporation

  	
   

  	
  Virginia
  

  	
   

  	
  7132 Regal Lane

  Knoxville, TN  37918

  (865) 922-1123

  (865) 922-3188 (fax)

  
	
   

  	
   

  	
   

  	
   

  	
   

  
	
  4.     Edwards Theatres, Inc.

  	
   

  	
  Delaware
  

  	
   

  	
  7132 Regal Lane

  Knoxville, TN  37918

  (865) 922-1123

  (865)
  922-3188 (fax)

  
	
   

  	
   

  	
   

  	
   

  	
   

  
	
  5.     Hoyts Cinemas Corporation

  	
   

  	
  Delaware
  

  	
   

  	
  7132 Regal Lane

  Knoxville, TN  37918

  (865) 922-1123

  (865) 922-3188 (fax)

  
	
   

  	
   

  	
   

  	
   

  	
   

  
	
  6.     Interstate Theatres Corporation

  	
   

  	
  Massachusetts
  

  	
   

  	
  7132 Regal Lane

  Knoxville, TN  37918

  (865) 922-1123

  (865) 922-3188 (fax)

  
	
   

  	
   

  	
   

  	
   

  	
   

  
	
  7.     Frederick Plaza Cinema, Inc.

  	
   

  	
  Maryland
  

  	
   

  	
  7132 Regal Lane

  Knoxville, TN  37918

  (865) 922-1123

  (865) 922-3188 (fax)

  
	
   

  	
   

  	
   

  	
   

  	
   

  
	
  8.     R. C. Cobb, Inc.

  	
   

  	
  Alabama
  

  	
   

  	
  7132 Regal Lane

  Knoxville, TN  37918

  (865) 922-1123

  (865)
  922-3188 (fax)

  
	
   

  	
   

  	
   

  	
   

  	
   

  
	
  9.     United Artists Theatre Company

  	
   

  	
  Delaware
  

  	
   

  	
  7132 Regal Lane

  Knoxville, TN  37918

  (865) 922-1123

  (865)
  922-3188 (fax)

  
	
   

  	
   

  	
   

  	
   

  	
   

  
	
  10.   United Artists Realty Company

  	
   

  	
  Delaware
  

  	
   

  	
  7132 Regal Lane

  Knoxville, TN  37918

  (865) 922-1123

  (865)
  922-3188 (fax)

  



 


S-2

















 


	
  11.   Regal Investment Company

  	
   

  	
  Colorado
  

  	
   

  	
  7132 Regal Lane

  Knoxville, TN  37918

  (865) 922-1123

  (865)
  922-3188 (fax)

  
	
   

  	
   

  	
   

  	
   

  	
   

  
	
  12.   A 3 Theatres of Texas, Inc.

  	
   

  	
  Delaware
  

  	
   

  	
  7132 Regal Lane

  Knoxville, TN  37918

  (865) 922-1123

  (865)
  922-3188 (fax)

  
	
   

  	
   

  	
   

  	
   

  	
   

  
	
  13.   A 3 Theatres of San Antonio, Ltd.

  	
   

  	
  Texas
  

  	
   

  	
  7132 Regal Lane

  Knoxville, TN  37918

  (865) 922-1123

  (865)
  922-3188 (fax)

  
	
   

  	
   

  	
   

  	
   

  	
   

  
	
  14.   United Artists Properties I Corp.

  	
   

  	
  Colorado
  

  	
   

  	
  7132 Regal Lane

  Knoxville, TN  37918

  (865) 922-1123

  (865)
  922-3188 (fax)

  
	
   

  	
   

  	
   

  	
   

  	
   

  
	
  15.   UA Swansea, LLC

  	
   

  	
  Tennessee
  

  	
   

  	
  7132 Regal Lane

  Knoxville, TN  37918

  (865) 922-1123

  (865)
  922-3188 (fax)

  
	
   

  	
   

  	
   

  	
   

  	
   

  
	
  16.   Eastgate Theatre, Inc.

  	
   

  	
  Oregon
  

  	
   

  	
  7132 Regal Lane

  Knoxville, TN  37918

  (865) 922-1123

  (865)
  922-3188 (fax)

  
	
   

  	
   

  	
   

  	
   

  	
   

  
	
  17.   Regal Gallery Place, LLC

  	
   

  	
  District
  of Columbia 

  	
   

  	
  7132 Regal Lane

  Knoxville, TN  37918

  (865) 922-1123

  (865)
  922-3188 (fax)

  
	
   

  	
   

  	
   

  	
   

  	
   

  
	
  18.   RCI/FSSC, LLC

  	
   

  	
  New
  York 

  	
   

  	
  7132 Regal Lane

  Knoxville, TN  37918

  (865) 922-1123

  (865)
  922-3188 (fax)

  
	
   

  	
   

  	
   

  	
   

  	
   

  
	
  19.   Regal Entertainment Holdings, Inc.

  	
   

  	
  Delaware
  

  	
   

  	
  9110 East Nichols Ave. #200

  Centennial, CO 80112

  (303)
  792-3600

  
	
   

  	
   

  	
   

  	
   

  	
   

  
	
  20.   RCI/RMS, LLC

  	
   

  	
  Delaware
  

  	
   

  	
  7132 Regal Lane

  Knoxville, TN  37918

  (865) 922-1123

  (865) 922-3188 (fax)

  
	
   

  	
   

  	
   

  	
   

  	
   

  
	
  21.   Regal Cinemas Holdings, Inc.

  	
   

  	
  Delaware
  

  	
   

  	
  7132 Regal Lane

  Knoxville, TN  37918

  (865) 922-1123

  (865) 922-3188 (fax)

  
	
   

  	
   

  	
   

  	
   

  	
   

  
	
  22.   Regal Cinemas II, LLC

  	
   

  	
  Delaware
  

  	
   

  	
  7132 Regal Lane

  Knoxville, TN  37918

  (865) 922-1123

  (865) 922-3188 (fax)

  



 


S-3

















 


	
  23.   R. C. Cobb II, LLC

  	
   

  	
  Delaware
  

  	
   

  	
  7132 Regal Lane

  Knoxville, TN  37918

  (865) 922-1123

  (865) 922-3188 (fax)

  
	
   

  	
   

  	
   

  	
   

  	
   

  
	
  24.   Consolidated Theatres Management, L.L.C.

  	
   

  	
  Delaware
  

  	
   

  	
  7132 Regal Lane

  Knoxville, TN  37918

  (865) 922-1123

  (865) 922-3188 (fax)

  
	
   

  	
   

  	
   

  	
   

  	
   

  
	
  25.   Richmond I Cinema, L.L.C.

  	
   

  	
  Delaware
  

  	
   

  	
  7132 Regal Lane

  Knoxville, TN  37918

  (865) 922-1123

  (865) 922-3188 (fax)

  



 


S-4
















 


SCHEDULE 4.6


 


DESCRIPTION OF PLEDGED INVESTMENT PROPERTY


 


Pledged Commodity Contracts


 


NONE.


 


Pledged Debt Securities


 


NONE.


 


Pledged Notes


 


Intercompany Note, dated as of May 19, 2010.


 


Pledged Security Entitlements


 


NONE.


 


Pledged Stock


 


	
  Pledgor

  	
   

  	
  Pledged Equity Interest

  	
   

  	
  Jurisdiction of

  Incorporation

  	
   

  	
  %age

  Owned

  	
   

  	
  Class of Stock

  	
   

  	
  Issued

  	
   

  	
  Certificate

  	
   

  
	
  Regal Cinemas Corporation

  	
   

  	
  Regal Cinemas, Inc.

  	
   

  	
  TN

  	
   

  	
  100%

  	
   

  	
  Common

  	
   

  	
  7,500,000

  	
   

  	
  20

  	
   

  
	
  Regal Cinemas, Inc.

  	
   

  	
  Edwards Theatres, Inc.

  	
   

  	
  DE

  	
   

  	
  100%

  	
   

  	
  Class A Common Stock

  	
   

  	
  630,000

  	
   

  	
  A-18

  	
   

  
	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
  Class B Common Stock

  	
   

  	
  604,999

  	
   

  	
  B-16

  	
   

  
	
  Regal Cinemas, Inc.

  	
   

  	
  Regal Investment Company

  	
   

  	
  CO

  	
   

  	
  100%

  	
   

  	
  Common

  	
   

  	
  1,000

  	
   

  	
  C-1

  	
   

  
	
  Regal Cinemas, Inc.

  	
   

  	
  R.C. Cobb, Inc.

  	
   

  	
  AL

  	
   

  	
  100%

  	
   

  	
  Common

  	
   

  	
  1,000

  	
   

  	
  2

  	
   

  
	
  Regal Cinemas, Inc.

  	
   

  	
  Regal Cinemas Holdings, Inc.

  	
   

  	
  DE

  	
   

  	
  100%

  	
   

  	
  Common

  	
   

  	
  100

  	
   

  	
  2

  	
   

  



 


S-5

















 


	
  Pledgor

  	
   

  	
  Pledged Equity Interest

  	
   

  	
  Jurisdiction of

  Incorporation

  	
   

  	
  %age

  Owned

  	
   

  	
  Class of Stock

  	
   

  	
  Issued

  	
   

  	
  Certificate

  	
   

  
	
  Regal Cinemas, Inc.

  	
   

  	
  Regal CineMedia Corporation

  	
   

  	
  VA

  	
   

  	
  100%

  	
   

  	
  Common

  	
   

  	
  5,000

  	
   

  	
  4

  	
   

  
	
  Regal Cinemas, Inc.

  	
   

  	
  Hoyts Cinemas Corporation

  	
   

  	
  DE

  	
   

  	
  100%

  	
   

  	
  Common

  	
   

  	
  100

  	
   

  	
  5

  	
   

  
	
  Regal Cinemas, Inc.

  	
   

  	
  Eastgate Theatre, Inc.

  	
   

  	
  OR

  	
   

  	
  100%

  	
   

  	
  Common

  	
   

  	
  38,708

  	
   

  	
  56

  	
   

  
	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
  Preferred

  	
   

  	
  95,442

  	
   

  	
  9P

  	
   

  
	
  Regal Cinemas, Inc.

  	
   

  	
  A 3 Theatres of Texas, Inc.

  	
   

  	
  DE

  	
   

  	
  100%

  	
   

  	
  Common

  	
   

  	
  100

  	
   

  	
  5

  	
   

  
	
  Regal Cinemas, Inc.

  	
   

  	
  A 3 Theatres of San Antonio, Ltd.

  	
   

  	
  TX

  	
   

  	
  99.10%

  	
   

  	
  —

  	
   

  	
  General Partnership Interest

  	
   

  
	
  Regal Cinemas, Inc.

  	
   

  	
  United Artists Theatre Company

  	
   

  	
  DE

  	
   

  	
  100%

  	
   

  	
  Common

  	
   

  	
  1,000

  	
   

  	
  118

  	
   

  
	
  Regal Cinemas, Inc.

  	
   

  	
  RCI/FSSC, LLC

  	
   

  	
  NY

  	
   

  	
  100%

  	
   

  	
  —

  	
   

  	
  Membership Interests

  	
   

  
	
  Regal Cinemas, Inc.

  	
   

  	
  RCI/RMS, LLC

  	
   

  	
  DE

  	
   

  	
  96%

  	
   

  	
  —

  	
   

  	
  Membership Interests

  	
   

  
	
  Regal Cinemas, Inc.

  	
   

  	
  Regal Gallery Place, LLC

  	
   

  	
  DC

  	
   

  	
  100%

  	
   

  	
  —

  	
   

  	
  Membership Interests

  	
   

  
	
  Regal Cinemas, Inc.

  	
   

  	
  Richmond I Cinema, L.L.C.

  	
   

  	
  DE

  	
   

  	
  100%

  	
   

  	
  —

  	
   

  	
  Membership Interests

  	
   

  
	
  Regal Cinemas, Inc.

  	
   

  	
  Consolidated Theatres Management, L.L.C.

  	
   

  	
  DE

  	
   

  	
  100%

  	
   

  	
  —

  	
   

  	
  Membership Interests

  	
   

  
	
  Regal Cinemas, Inc.

  	
   

  	
  Regal Cinemas II, LLC

  	
   

  	
  DE

  	
   

  	
  100%

  	
   

  	
  —

  	
   

  	
  Membership Interests

  	
   

  
	
  Hoyts Cinemas Corporation

  	
   

  	
  Interstate Theatres Corporation

  	
   

  	
  MA

  	
   

  	
  100%

  	
   

  	
  Common

  	
   

  	
  1,000,000

  	
   

  	
  3

  	
   

  
	
  Interstate Theatres Corporation

  	
   

  	
  Frederick Plaza Cinema, Inc.

  	
   

  	
  MD

  	
   

  	
  100%

  	
   

  	
  Common

  	
   

  	
  5

  	
   

  	
  4

  	
   

  
	
  Interstate Theatres Corporation

  	
   

  	
  UA Swansea, LLC

  	
   

  	
  TN

  	
   

  	
  100%

  	
   

  	
  —

  	
   

  	
  Membership Interests

  	
   

  



 


S-6

















 


	
  Pledgor

  	
   

  	
  Pledged Equity Interest

  	
   

  	
  Jurisdiction of

  Incorporation

  	
   

  	
  %age

  Owned

  	
   

  	
  Class of Stock

  	
   

  	
  Issued

  	
   

  	
  Certificate

  	
   

  
	
  R.C. Cobb, Inc.

  	
   

  	
  R.C. Cobb II, LLC

  	
   

  	
  DE

  	
   

  	
  100%

  	
   

  	
  —

  	
   

  	
  Membership Interests

  	
   

  
	
  United Artists Theatre Company

  	
   

  	
  United Artists Realty Company

  	
   

  	
  DE

  	
   

  	
  100%

  	
   

  	
  Common

  	
   

  	
  130

  	
   

  	
  10

  	
   

  
	
  United Artists Theatre Company

  	
   

  	
  United Artists Theatre Circuit, Inc.

  	
   

  	
  MD

  	
   

  	
  100%

  	
   

  	
  Common

  	
   

  	
  100

  	
   

  	
  4

  	
   

  
	
  United Artists Realty Company

  	
   

  	
  United Artists Properties I Corp.

  	
   

  	
  CO

  	
   

  	
  100%

  	
   

  	
  Common

  	
   

  	
  1,000

  	
   

  	
  3

  	
   

  
	
  Regal Cinemas, Inc.

  	
   

  	
  Green Hill Commons, LLC

  	
   

  	
  TN

  	
   

  	
  50%

  	
   

  	
  —

  	
   

  	
  Membership Interests

  	
   

  
															



 


S-7
















 


SCHEDULE 4.8(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-8

















 


	
  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-9

















 


	
  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

  



 


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

  
	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  
	
  WIDESCREEN RADIO (& Design)

   

  

  	
   

  	
  Registrant: Regal CineMedia Corporation

  	
   

  	
  US

  	
   

  	
  3,146,373

  	
   

  	
  September 19, 2006

  	
   

  	
  September 19, 2016

   

  Declaration of Use

   

  September 19, 2012

  
	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  
	
  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-11
















 


SCHEDULE 4.8(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-12

















 


	
  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-13

















 


SCHEDULE 4.8(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-14
















 


SCHEDULE 4.8(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-15

















 


SCHEDULE 4.10


 


COMMERCIAL TORT CLAIMS


 


NONE.


 


S-16

















 


SCHEDULE 5.8


 


CONCENTRATION ACCOUNTS


 


	
  Bank

  	
   

  	
  Description

  	
   

  	
  Account Holder

  	
   

  	
  Account Number

  	
   

  
	
  Bank of America, N.A.

  	
   

  	
  Concentrator

  	
   

  	
  Regal Cinemas, Inc.

  	
   

  	
  3275900886

  	
   

  



 


S-17

















 


SCHEDULE 8.2


 


NOTICE ADDRESSES OF GUARANTORS


 


	
  Grantor

  	
   

  	
  Notice Address

  
	
   

  	
   

  	
   

  
	
  1.       Regal Cinemas
  Corporation

  	
   

  	
  7132
  Regal Lane

  Knoxville,
  TN 37918

  (865)
  922-1123

  (865)
  922-3188 (fax)

  
	
  2.       Regal
  Cinemas, Inc.

  	
   

  	
  7132
  Regal Lane

  Knoxville,
  TN 37918

  (865)
  922-1123

  (865)
  922-3188 (fax)

  
	
  3.       Regal CineMedia Corporation

  	
   

  	
  7132 Regal Lane

  Knoxville, TN 37918

  (865) 922-1123

  (865) 922-3188 (fax)

  
	
  4.       Edwards
  Theatres, Inc.

  	
   

  	
  7132
  Regal Lane

  Knoxville,
  TN 37918

  (865)
  922-1123

  (865)
  922-3188 (fax)

  
	
  5.       Hoyts Cinemas Corporation

  	
   

  	
  7132 Regal Lane

  Knoxville, TN 37918

  (865) 922-1123

  (865) 922-3188 (fax)

  
	
  6.       Interstate Theatres Corporation

  	
   

  	
  7132 Regal Lane

  Knoxville, TN 37918

  (865) 922-1123

  (865) 922-3188 (fax)

  
	
  7.       Frederick Plaza Cinema, Inc.

  	
   

  	
  7132 Regal Lane

  Knoxville, TN 37918

  (865) 922-1123

  (865) 922-3188 (fax)

  
	
  8.       R. C. Cobb, Inc.

  	
   

  	
  7132
  Regal Lane

  Knoxville,
  TN 37918

  (865)
  922-1123

  (865)
  922-3188 (fax)

  
	
  9.       United Artists Theatre Company

  	
   

  	
  7132
  Regal Lane

  Knoxville,
  TN 37918

  (865)
  922-1123

  (865)
  922-3188 (fax)

  
	
  10.     United Artists Realty
  Company

  	
   

  	
  7132
  Regal Lane

  Knoxville,
  TN 37918

  (865)
  922-1123

  (865)
  922-3188 (fax)

  



 


S-18

















 


	
  11.     Regal Investment Company

  	
   

  	
  7132
  Regal Lane

  Knoxville,
  TN 37918

  (865)
  922-1123

  (865)
  922-3188 (fax)

  
	
  12.     A 3 Theatres of
  Texas, Inc.

  	
   

  	
  7132
  Regal Lane

  Knoxville,
  TN 37918

  (865)
  922-1123

  (865)
  922-3188 (fax)

  
	
  13.     A 3 Theatres of San
  Antonio, Ltd.

  	
   

  	
  7132
  Regal Lane

  Knoxville,
  TN 37918

  (865)
  922-1123

  (865)
  922-3188 (fax)

  
	
  14.     United Artists
  Properties I Corp.

  	
   

  	
  7132
  Regal Lane

  Knoxville,
  TN 37918

  (865)
  922-1123

  (865)
  922-3188 (fax)

  
	
  15.     UA Swansea, LLC

  	
   

  	
  7132
  Regal Lane

  Knoxville,
  TN 37918

  (865)
  922-1123

  (865)
  922-3188 (fax)

  
	
  16.     Eastgate
  Theatre, Inc.

  	
   

  	
  7132
  Regal Lane

  Knoxville,
  TN 37918

  (865)
  922-1123

  (865)
  922-3188 (fax)

  
	
  17.     Regal Gallery Place, LLC

  	
   

  	
  7132
  Regal Lane

  Knoxville,
  TN 37918

  (865)
  922-1123

  (865)
  922-3188 (fax)

  
	
  18.     RCI/FSSC, LLC

  	
   

  	
  7132
  Regal Lane

  Knoxville,
  TN 37918

  (865)
  922-1123

  (865)
  922-3188 (fax)

  
	
  19.     Regal Entertainment
  Holdings, Inc.

  	
   

  	
  9110
  East Nichols Ave. #200

  Centennial,
  CO 80112

  (303)
  792-3600

  
	
  20.     RCI/RMS, LLC

  	
   

  	
  7132 Regal Lane

  Knoxville, TN 37918

  (865) 922-1123

  (865) 922-3188 (fax)

  
	
  21.     Regal Cinemas Holdings, Inc.

  	
   

  	
  7132 Regal Lane

  Knoxville, TN 37918

  (865) 922-1123

  (865) 922-3188 (fax)

  
	
  22.     Regal Cinemas II, LLC

  	
   

  	
  7132 Regal Lane

  Knoxville, TN 37918

  (865) 922-1123

  (865) 922-3188 (fax)

  



 


S-19

















 


	
  23.     R. C. Cobb II, LLC

  	
   

  	
  7132 Regal Lane

  Knoxville, TN 37918

  (865) 922-1123

  (865) 922-3188 (fax)

  
	
  24.     Consolidated Theatres Management, L.L.C.

  	
   

  	
  7132 Regal Lane

  Knoxville, TN 37918

  (865) 922-1123

  (865) 922-3188 (fax)

  
	
  25.     Richmond I Cinema, L.L.C.

  	
   

  	
  7132 Regal Lane

  Knoxville, TN 37918

  (865) 922-1123

  (865) 922-3188 (fax)

  



 


S-20
















 


Exhibit A
to

Second Amended and Restated

Guaranty and Collateral Agreement


 


ACKNOWLEDGMENT AND CONSENT


 


The undersigned hereby acknowledges receipt of a
copy of the Second Amended and Restated Guaranty and Collateral Agreement,
dated as of May 19, 2010 (the “Agreement”), by and among the
Grantors party thereto and Credit Suisse AG, Cayman Islands Branch, as
Administrative Agent.  Undefined
capitalized terms used herein have the meanings assigned to them in the
Agreement. The undersigned agrees for the benefit of Administrative Agent and
the Secured Parties as follows:


 


1.     The undersigned will be bound by the terms
of the Agreement and will comply with such terms insofar as such terms are
applicable to the undersigned.


 


2.     The undersigned confirms the statements
made in the Agreement and the Schedules thereto with respect to the
undersigned, including Section 4.6 and Schedule 4.6.


 


3.     The undersigned will notify Administrative
Agent promptly in writing of the occurrence of any of the events described in Section 5.6(a) of
the Agreement.


 


4.     The terms of Sections 6.2(c) and 6.6
of the Agreement shall apply to it, mutatis
mutandis, with respect to all actions that may be required of it
pursuant to Section 6.2(c) or 6.6 of the Agreement.


 


 


	
   

  	
  [                                  ]

  
	
   

  	
   

  	
   

  
	
   

  	
   

  	
   

  
	
   

  	
  By

  	
   

  
	
   

  	
   

  	
  Name:

  
	
   

  	
   

  	
  Title:

  
	
   

  	
   

  	
   

  
	
   

  	
  Address
  for Notices:

  
	
   

  	
   

  	
   

  
	
   

  	
   

  	
   

  
	
   

  	
   

  	
   

  
	
   

  	
  Fax:

  	
   

  



 


A-1

















 


Exhibit B to

Second Amended and Restated

Guaranty and Collateral Agreement


 


FORM OF SECOND AMENDED AND RESTATED

INTELLECTUAL PROPERTY
SECURITY AGREEMENT


 


This SECOND AMENDED AND RESTATED INTELLECTUAL
PROPERTY SECURITY AGREEMENT, dated as of May 19, 2010 (as amended,
restated, amended and restated, supplemented or otherwise modified from time to
time, this “Intellectual Property Security Agreement”), by and among
each of the signatories hereto (collectively, the “Grantors”) in favor
of Credit Suisse AG, Cayman Islands Branch, as administrative agent (in such
capacity, the “Administrative Agent”) for the Secured Parties (as
defined in the Credit Agreement referred to below), amends and restates in full
the Amended and Restated Intellectual Property Security Agreement, dated as of May 10,
2004 (as amended, restated, amended and restated, supplemented or otherwise
modified from time to time prior to the date hereof, the “Original
Intellectual Property Security Agreement”).


 


WHEREAS, Regal Cinemas Corporation, a Delaware
corporation (“Borrower”), has entered into a Sixth Amended and Restated
Credit Agreement, dated as of May 19, 2010 (as amended, restated, amended
and restated, supplemented or otherwise modified from time to time, the “Credit
Agreement”), with the banks and other financial institutions and entities
from time to time party thereto (the “Lenders”), and Administrative
Agent.  Undefined capitalized terms used
herein have the meanings assigned to them in the Credit Agreement.


 


WHEREAS, it is a condition precedent to the
obligation of the Lenders to make their respective Credit Extensions to
Borrower under the Credit Agreement that the Grantors shall have executed and
delivered that certain Second Amended and Restated Guaranty and Collateral
Agreement, dated as of May 19,
2010, in favor of Administrative Agent (as amended, restated, amended and
restated, supplemented or otherwise modified from time to time, the “Guaranty
and Collateral Agreement”), which agreement amended and restated in full
the Amended and Restated Guaranty and Collateral Agreement, dated as of May 10,
2004 (as amended, restated, amended and restated, supplemented or otherwise
modified from time to time prior to the date hereof, the “Original Guaranty
and Collateral Agreement”).


 


WHEREAS, under the terms of the Guaranty and
Collateral Agreement, the Grantors have confirmed their grant of a security
interest pursuant to the Original Guaranty and Collateral Agreement, and have
granted a security interest in certain Property, including, certain
Intellectual Property of the Grantors, to the Administrative Agent for the
ratable benefit of the Secured Parties, and have agreed as a condition thereof
to execute this Intellectual Property Security Agreement for recording with the
United States Patent and Trademark Office, the United States Copyright Office,
and other applicable Governmental Authorities.


 


WHEREAS, each Grantor and Administrative Agent have
agreed to amend and restate the Original Intellectual Property Security
Agreement, in renewal, amendment, restatement and modification of, but not in
extinguishment or novation of, the obligations thereunder, to ensure continuing
security for the payment and performance of each Grantor’s Obligations under
and as defined herein.


 


NOW, THEREFORE, for good and valuable consideration,
the receipt and sufficiency of which are hereby acknowledged, the Grantors
agree as follows:


 


SECTION 1.           Grant of Security.  Each Grantor hereby confirms and reaffirms
the grant of the security interest heretofore granted by it under the Original
Intellectual Property Security Interest


 


B-1

















 


Agreement, agrees that such
Liens continue to secure such Grantor’s Obligations under the Credit Agreement
and, for the avoidance of doubt but without in any manner limiting, qualifying,
prejudicing or otherwise affecting the previous grant by such Grantor under the
Original Intellectual Property Security Agreement, hereby grants to
Administrative Agent, for the ratable benefit of the Secured Parties, a
security interest in and to all of such Grantor’s right, title and interest in
and to the following (the “Intellectual Property Collateral”), as
collateral security for the prompt and complete payment and performance when
due (whether at the stated maturity, by acceleration or otherwise) of such
Grantor’s Obligations:


 


(a)           (i) all trademarks, service
marks, trade names, corporate names, company names, business names, trade
dress, trade styles, logos, or other indicia of origin or source
identification, trademark and service mark registrations, and applications for
trademark or service mark registrations and any new renewals thereof,
including, without limitation, each registration and application identified in Schedule
1(a), (ii) the right to sue or otherwise recover for any and all past,
present and future infringements and misappropriations thereof, (iii) all
income, royalties, damages and other payments now and hereafter due and/or
payable with respect thereto (including, without limitation, payments under all
licenses entered into in connection therewith, and damages and payments for
past, present or future infringements thereof), and (iv) all other rights
of any kind whatsoever of such Grantor accruing thereunder or pertaining
thereto, together in each case with the goodwill of the business connected with
the use of, and symbolized by, each of the above (collectively, the “Trademarks”);


 


(b)           (i) all patents, patent
applications and patentable inventions, including, without limitation, each
patent and patent application identified in Schedule 1(b), (ii) all
inventions and improvements described and claimed therein, (iii) the right
to sue or otherwise recover for any and all past, present and future
infringements and misappropriations thereof, (iv) all income, royalties,
damages and other payments now and hereafter due and/or payable with respect thereto
(including, without limitation, payments under all licenses entered into in
connection therewith, and damages and payments for past, present or future
infringements thereof), and (v) all reissues, divisions, continuations,
continuations-in-art, substitutes, renewals, and extensions thereof, all
improvements thereon and all other rights of any kind whatsoever of such
Grantor accruing thereunder or pertaining thereto (collectively, the “Patents”);


 


(c)           (i) all copyrights, whether or
not the underlying works of authorship have been published, and all works of
authorship and other intellectual property rights therein, all copyrights of
works based on, incorporated in, derived from or relating to works covered by
such copyrights, all right, title and interest to make and exploit all
derivative works based on or adopted from works covered by such copyrights, and
all copyright registrations and copyright applications, and any renewals or
extensions thereof, including, without limitation, each registration and
application identified in Schedule 1(c), (ii) the rights to print,
publish and distribute any of the foregoing, (iv) the right to sue or
otherwise recover for any and all past, present and future infringements and
misappropriations thereof, (iv) all income, royalties, damages and other
payments now and hereafter due and/or payable with respect thereto (including,
without limitation, payments under all licenses entered into in connection
therewith, and damages and payments for past, present or future infringements
thereof), and (v) all other rights of any kind whatsoever of such Grantor
accruing thereunder or pertaining thereto (“Copyrights”);


 


(d)           (i) all trade secrets and all
confidential and proprietary information, including know-how, manufacturing and
production processes and techniques, inventions, research and development
information, technical data, financial, marketing and business data, pricing
and cost information, business and marketing plans, and customer and supplier
lists and information, (ii) the right to sue or otherwise recover for any
and all past, present and future infringements and misappropriations thereof, (iii) all
income, royalties, damages and other payments now and hereafter due and/or
payable


 


B-2

















 


with respect thereto
(including, without limitation, payments under all licenses entered into in
connection therewith, and damages and payments for past, present or future
infringements thereof), and (iv) all other rights of any kind whatsoever
of such Grantor accruing thereunder or pertaining thereto (collectively, the “Trade
Secrets”);


 


(e)           (i) all licenses or agreements,
whether written or oral, providing for the grant by or to any Grantor of:  (A) any right to use any Trademark or
Trade Secret, (B) any right to manufacture, use or sell any invention
covered in whole or in part by a Patent, and (C) any right under any
Copyright including, without limitation, the grant of rights to manufacture,
distribute, exploit and sell materials derived from any Copyright including,
without limitation, any of the foregoing identified in Schedule 1(d), (ii) the
right to sue or otherwise recover for any and all past, present and future
infringements and misappropriations of any of the foregoing, (iii) all income,
royalties, damages and other payments now and hereafter due and/or payable with
respect thereto (including, without limitation, payments under all licenses
entered into in connection therewith, and damages and payments for past,
present or future infringements thereof), and (iv) all other rights of any
kind whatsoever of such Grantor accruing thereunder or pertaining thereto; and


 


(f)            any and all proceeds of the
foregoing.


 


SECTION 2.           Recordation.  Each Grantor authorizes and requests that the
Register of Copyrights, the Commissioner of Patents and Trademarks and any
other applicable government officer record this Intellectual Property Security
Agreement.


 


SECTION 3.           Execution in Counterparts.  This Agreement may be executed in any number
of counterparts (including by telecopy), each of which when so executed shall
be deemed to be an original and all of which taken together shall constitute
one and the same agreement.


 


SECTION 4.           Governing Law.  This Intellectual Property Security Agreement
shall be governed by, and construed and interpreted in accordance with, the law
of the State of New York.


 


SECTION 5.           Conflict Provision.  This Intellectual Property Security Agreement
has been entered into in conjunction with the provisions of the Guaranty and
Collateral Agreement and the Credit Agreement. 
The rights and remedies of each party hereto with respect to the
security interest granted herein are without prejudice to, and are in addition
to those set forth in the Guaranty and Collateral Agreement and the Credit
Agreement, all terms and provisions of which are incorporated herein by
reference.  In the event that any
provisions of this Intellectual Property Security Agreement are in conflict
with the Guaranty and Collateral Agreement or the Credit Agreement, the
provisions of the Guaranty and Collateral Agreement or the Credit Agreement
shall govern.


 


[Remainder of page intentionally left blank]


 


B-3

















 


IN WITNESS WHEREOF, the parties hereto have
caused this Intellectual Property Security 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
  a Grantor

  
	
   

  	
   

  	
   

  
	
   

  	
  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

  
	
   

  	
   

  	
   

  
	
   

  	
  By:

  	
   

  
	
   

  	
   

  	
  Name:

  
	
   

  	
   

  	
  Title:

  
	
   

  	
   

  	
   

  
	
   

  	
  REGAL
  CINEMAS, INC.,

  
	
   

  	
  as a Grantor

  
	
   

  	
   

  	
   

  
	
   

  	
  By:

  	
   

  
	
   

  	
   

  	
  Name:

  
	
   

  	
   

  	
  Title:

  



 


[Second Amended and
Restated Intellectual Property Security Agreement]


 


B-4

















 


Schedule 1


 


TRADEMARKS


 


COPYRIGHTS


 


PATENTS


 


INTELLECTUAL PROPERTY
LICENSES


 


[To be completed by
Grantors]


 

















 


Exhibit C
to

Second Amended and Restated

Guaranty and Collateral Agreement


 


FORM OF ASSUMPTION AGREEMENT


 


ASSUMPTION AGREEMENT, dated as of
                        
    , 20      , made by
                                              ,
a
                              
[corporation] (the “Additional Grantor”), in favor of Credit Suisse AG,
Cayman Islands Branch, as administrative agent (in such capacity, “Administrative
Agent”) for (i) the banks and other financial institutions and
entities (the “Lenders”) parties to the Credit Agreement referred to
below, and (ii) the other Secured Parties (as defined in the Guaranty and
Collateral Agreement (as hereinafter defined)). 
All capitalized terms not defined herein shall have the meaning ascribed
to them in such Credit Agreement.


 


W I T N E S S E T H:


 


WHEREAS, Regal Cinemas Corporation, a Delaware
corporation (“Borrower”), the Lenders, 
and Administrative Agent, have entered into a Sixth Amended and Restated
Credit Agreement, dated as of May 19, 2010 (as amended, restated, amended
and restated, supplemented, replaced or otherwise modified from time to time,
the “Credit Agreement”);


 


WHEREAS, in connection with the Credit Agreement,
Borrower and certain of its Restricted Subsidiaries have entered into the
Second Amended and Restated Guaranty and Collateral Agreement, dated as of May 19,
2010 (as amended, restated, amended and restated, supplemented, replaced or
otherwise modified from time to time, the “Guaranty and Collateral Agreement”)
in favor of Administrative Agent for the benefit of the Secured Parties;


 


WHEREAS, the Credit Agreement requires the
Additional Grantor to become a party to the Guaranty and Collateral Agreement;
and


 


WHEREAS, the Additional Grantor has agreed to
execute and deliver this Assumption Agreement in order to become a party to the
Guaranty and Collateral Agreement;


 


NOW, THEREFORE, IT IS AGREED:


 


1.     Guaranty and Collateral Agreement.  By executing and delivering this Assumption
Agreement, the Additional Grantor, as provided in Section 8.13 of the
Guaranty and Collateral Agreement, (i) hereby becomes a party to the
Guaranty and Collateral Agreement as a Grantor thereunder with the same force
and effect as if originally named therein as a Grantor and, without limiting
the generality of the foregoing, hereby expressly assumes all obligations and
liabilities of a Grantor thereunder, and (ii) hereby grants to
Administrative Agent a security interest in all of the Additional Grantor’s
right, title and interest in and to all Collateral of Additional Grantor, in
each case whether now or hereafter existing or in which Additional Grantor now
has or hereafter acquires an interest and wherever the same may be
located.  The information set forth in
Annex 1-A hereto is hereby added to the information set forth in Schedules 4.3,
4.4, 4.6, 4.8, 5.8 and 8.2 to the Guaranty and Collateral Agreement.  The Additional Grantor hereby represents and
warrants that each of the representations and warranties contained in Section 4
of the Guaranty and Collateral Agreement 
applicable to such Additional Grantor (other than such representations
and warranties that specifically relate to a date prior to the date hereof) is
true and correct on and as the date hereof (after giving effect to this
Assumption Agreement) as if made on and as of such date.


 


C-1

















 


2.     GOVERNING LAW. 
THIS ASSUMPTION AGREEMENT SHALL BE GOVERNED BY, AND CONSTRUED AND
INTERPRETED IN ACCORDANCE WITH, THE LAW OF THE STATE OF NEW YORK.


 


IN WITNESS WHEREOF, the undersigned has caused this
Assumption Agreement to be duly executed and delivered as of the date first
above written.


 


	
   

  	
  [ADDITIONAL
  GRANTOR]

  
	
   

  	
   

  
	
   

  	
   

  	
   

  
	
   

  	
  By:

  	
   

  
	
   

  	
   

  	
  Name:

  
	
   

  	
   

  	
  Title:

  



 


C-2