Exhibit
4.1


 


SECOND AMENDMENT TO

FOURTH AMENDED AND RESTATED CREDIT AGREEMENT


 


This SECOND AMENDMENT TO FOURTH AMENDED AND RESTATED CREDIT
AGREEMENT (this “Amendment”),
dated as of November 24, 2004, is between REGAL CINEMAS CORPORATION,
a Delaware corporation (“Borrower”),
and CREDIT SUISSE FIRST BOSTON, acting
through its Cayman Islands Branch, as administrative agent (in such
capacity, “Administrative Agent”).


 


RECITALS


 


WHEREAS,
Borrower, the Lenders party thereto, Administrative Agent and Credit Suisse
First Boston, acting through its Cayman Islands Branch, as sole lead arranger
and sole book runner, have entered into the Fourth Amended and Restated Credit
Agreement dated as of May 10, 2004 (as amended by that certain First Amendment
to Fourth Amended and Restated Credit Agreement dated as of July 27, 2004,
the “Credit Agreement”);


 


WHEREAS,
Borrower desires to provide for certain amendments to the Credit Agreement
specified herein; and


 


WHEREAS,
the Lenders and Administrative Agent have agreed to amend the Credit Agreement
as provided herein upon the terms and subject to the conditions set forth
herein.


 


NOW,
THEREFORE, in consideration of the premises made
hereunder, and for good and valuable consideration, the receipt and sufficiency
of which are hereby acknowledged, the parties hereto, intending to be legally
bound, hereby agree as follows:


 


Section 1.                                            Definitions. 
Unless otherwise expressly defined herein, all capitalized terms used
herein and defined in the Credit Agreement shall be used herein as so defined.


 


Section 2.                                            Amendment to Section 1.1. 
The definition of “Applicable Margin” contained in Section 1.1
of the Credit Agreement is hereby amended by deleting the table contained
therein and substituting the following therefor:


 


	
  Consolidated

  Leverage Ratio

  	
   

  	
  Applicable
  Margin for

  Eurodollar Rate

  Revolving Loans

  	
   

  	
  Applicable
  Margin for

  Eurodollar Rate

  Term Loans

  
	
   

  	
   

  	
   

  	
   

  	
   

  
	
  >
  3.00:1.00

  	
   

  	
  2.75%

  	
   

  	
  2.00%

  
	
   

  	
   

  	
   

  	
   

  	
   

  
	
  <
  3.00:1.00

  > 2.50:1.00

  	
   

  	
  2.50%

  	
   

  	
  1.75%

  
	
   

  	
   

  	
   

  	
   

  	
   

  
	
  <
  2.50:1.00

  > 2.00:1.00

  	
   

  	
  2.25%

  	
   

  	
  1.75%

  
	
   

  	
   

  	
   

  	
   

  	
   

  
	
  <
  2.00:1.00

  	
   

  	
  2.00%

  	
   

  	
  1.75%

  



 





















 


Section 3.                                            Conditions Precedent. 
This Amendment shall become effective on the date upon which
Administrative Agent shall have received: (i) this Amendment, executed by
Borrower, (ii) executed Lender Consents, substantially in the form attached
hereto as Annex I (“Lender Consents”), from each Lender having or
holding Term Loan Exposure, (iii) the consent of the Guarantors to this
Amendment in the form attached hereto as Annex II (the “Consent of Guarantors”), executed by each
of the Guarantors, and (iv) payment of all reasonable expenses of
Administrative Agent for which invoices have been presented (including the
invoices of Skadden, Arps, Slate, Meagher & Flom LLP).


 


Section 4.                                            Representations and Warranties. 
Borrower hereby represents and warrants to Administrative Agent and the
Lenders that, as of the date hereof and after giving effect to this Amendment:


 


(a)                                  all representations and warranties
set forth in the Credit Agreement and in each other Loan Document are true and
correct in all material respects as if made again on and as of such date
(except those, if any, which by their terms specifically relate only to an
earlier date, in which case such representations and warranties are true and
correct in all material respects as of such earlier date);


 


(b)                                 no Default or Event of Default has
occurred and is continuing;


 


(c)                                  each of the Loan Parties has all
corporate power and authority to enter into this Amendment and the Consent of
Guarantors attached hereto, as applicable, and to carry out the transactions
contemplated by, and to perform its obligations under, this Amendment and the
Credit Agreement as amended hereby, as applicable;


 


(d)                                 the execution and delivery of this
Amendment and the Consent of Guarantors and the performance of this Amendment
and the Credit Agreement as amended hereby have been duly authorized by all
necessary corporate action on the part of each of the Loan Parties party
thereto;


 


(e)                                  the Credit Agreement (as amended by
this Amendment) and all other Loan Documents are and remain legal, valid,
binding and enforceable obligations in accordance with the terms thereof,
except as enforceability may be limited by applicable bankruptcy, insolvency,
reorganization, moratorium or similar laws affecting the enforcement of creditors’
rights generally or by general equitable principles; and


 


(f)                                    the execution and delivery of this
Amendment and the Consent of Guarantors and the performance of this Amendment
and the Credit Agreement as amended hereby do not and will not conflict with or
violate (i) any provision of the articles or certificate of incorporation or
bylaws of any of the Loan Parties, (ii) any Requirement of Law, (iii) any
order, judgment or decree of any court or other governmental agency binding on
any of the Loan Parties, or (iv) any material indenture, agreement or
instrument to which any of the Loan Parties is a party or by which it is bound,
or require any consent or approval of any Person.


 


Section 5.                                            Reference to Agreement. 
Each of the Loan Documents, including the Credit Agreement, and any and
all other agreements, documents or instruments now or hereafter executed and/or
delivered pursuant to the terms hereof or pursuant to the terms of the Credit
Agreement as amended hereby, are hereby amended so that any reference in such
Loan Documents to the Credit Agreement, whether direct or indirect, shall mean
a reference to the


 


2





















 


Credit Agreement as amended hereby. 
This Amendment shall constitute a Loan Document under the Credit
Agreement.


 


Section 6.                                            Costs and Expenses. 
Borrower shall pay on demand all reasonable costs and expenses of
Administrative Agent (including the reasonable fees, costs and expenses of
counsel to Administrative Agent) incurred in connection with the preparation,
execution and delivery of this Amendment.


 


Section 7.                                            Governing Law.  THIS AMENDMENT 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.


 


Section 8.                                            Execution. 
This Amendment may be executed in any number of counterparts and by
different parties hereto in separate counterparts, each of which when so
executed shall be deemed to be an original and all of which taken together
shall constitute one and the same agreement. 
Delivery of an executed counterpart of a signature page to this
Amendment by telecopier shall be effective as delivery of a manually executed
counterpart of this Amendment.


 


Section 9.                                            Severability. 
Any provision of this Amendment held to be invalid, illegal, ineffective
or unenforceable in any jurisdiction shall, as to such jurisdiction, be
ineffective to the extent of such invalidity, illegality, ineffectiveness or
unenforceability without affecting the validity, legality, effectiveness and
enforceability of the remaining provisions hereof; and the invalidity of a
particular provision in a particular jurisdiction shall not invalidate such
provision in any other jurisdiction.


 


Section 10.                                      Limited Effect. 
This Amendment relates only to the specific matters expressly covered
herein, shall not be considered to be a waiver of any rights or remedies any
Lender may have under the Credit Agreement or under any other Loan Document,
and shall not be considered to create a course of dealing or to otherwise
obligate in any respect any Lender to execute similar or other amendments under
the same or similar or other circumstances in the future.  Except as expressly amended hereby, the
Credit Agreement shall remain in full force and effect, and is hereby ratified
and confirmed.


 


[signature pages follow]


 


3





















 


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


 


 


	
   

  	
  REGAL CINEMAS
  CORPORATION

  
	
   

  	
   

  
	
   

  	
   

  
	
   

  	
  By: 

  	
  /s/ AMY MILES

  	
   

  
	
   

  	
  Name: Amy Miles

  
	
   

  	
  Title: EVP & CFO

  



 


 


Second Amendment Signature Page


(Regal Cinemas Corporation)


 





















 


	
   

  	
  CREDIT SUISSE FIRST BOSTON,

  acting through its Cayman Islands Branch, as

  Administrative Agent

  
	
   

  	
   

  
	
   

  	
   

  
	
   

  	
  By:

  	
   /s/ BILL O’DALY

  	
   

  
	
   

  	
  Name: Bill O’Daly

  
	
   

  	
  Title: Director

  
	
   

  	
   

  
	
   

  	
  By:

  	
   /s/ KARIM BLASETTI

  	
   

  
	
   

  	
  Name: Karim Blasetti

  
	
   

  	
  Title: Associate

  



 


Second Amendment Signature Page


(Regal Cinemas Corporation)





















 


Annex
I


 


LENDER
CONSENT


 


November       ,
2004


 


Reference is
made to that certain Fourth Amended and Restated Credit Agreement, dated as of
May 10, 2004, among Regal
Cinemas Corporation, the Lenders party thereto, and
Credit Suisse First Boston, acting through its Cayman Islands Branch, as
administrative agent, sole lead arranger and sole book runner (as amended by
that certain First Amendment to Fourth Amended and Restated Credit Agreement
dated as of July 27, 2004, the “Credit
Agreement”; the terms
defined therein being used herein as therein defined).


 


The
undersigned, as a Lender having or holding Term Loan Exposure, hereby consents
to the Second Amendment to Fourth Amended and Restated Credit Agreement (the “Amendment”) in the form delivered to the
undersigned Lender on or prior to the date hereof.


 


Pursuant to Section 9.5
of the Credit Agreement, the undersigned Lender hereby consents to the
execution by Credit Suisse First Boston, acting through its Cayman Islands
Branch, as Administrative Agent, of the Amendment.


 


 


	
   

  	
   

  	
   

  
	
   

  	
  (Name of Lender)

  
	
   

  	
   

  
	
   

  	
   

  
	
   

  	
  By:

  	
   

  	
   

  
	
   

  	
  Name:

  
	
   

  	
  Title:

  
				



 


 


Lender Consent to Second
Amendment


(Regal Cinemas Corporation)


 





















 


Annex
II


 


CONSENT
OF GUARANTORS


 


Each of the undersigned is a Guarantor of the
Obligations under the Credit Agreement and hereby (a) consents to the foregoing
Amendment, (b) acknowledges that notwithstanding the execution and delivery of
the foregoing Amendment, the obligations of each of the undersigned Guarantors
are not impaired or affected and all guaranties given to the holders of the
Obligations and all Liens granted as security for the Obligations continue in
full force and effect, and (c) confirms and ratifies its obligations under the
Guaranty and Collateral Agreement and each other Loan Document executed by it.  Capitalized terms used herein without
definition shall have the meanings given to such terms in the Amendment to
which this Consent is attached or in the Credit Agreement referred to therein.


 


IN WITNESS WHEREOF,
each of the undersigned has executed and delivered this Consent of Guarantors
as of the 24th day of November, 2004.


 


	
   

  	
  REGAL CINEMAS, INC.

  
	
   

  	
  REGAL CINEMAS BONDS CORPORATION

  
	
   

  	
  R.C. COBB, INC.

  
	
   

  	
  COBB FINANCE CORP.

  
	
   

  	
  REGAL INVESTMENT COMPANY

  
	
   

  	
  ACT III CINEMAS, INC.

  
	
   

  	
  ACT III THEATRES, INC.

  
	
   

  	
  A 3 THEATRES OF TEXAS, INC.

  
	
   

  	
  A 3 THEATRES OF SAN ANTONIO, LTD.,

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

  
	
   

  	
  GENERAL AMERICAN THEATRES, INC.

  
	
   

  	
  BROADWAY CINEMA, INC.

  
	
   

  	
  TEMT ALASKA, INC.

  
	
   

  	
  J.R. CINEMAS, INC.

  
	
   

  	
  EASTGATE THEATRE, INC.

  
	
   

  	
  REGAL CINEMAS HOLDINGS, INC.

  
	
   

  	
  REGAL CINEMAS GROUP, INC.

  
	
   

  	
  ACT III INNER LOOP THEATRES, INC.

  
	
   

  	
  EDWARDS THEATRES, INC.

  
	
   

  	
  FLORENCE THEATRE CORPORATION

  
	
   

  	
  CORPORATION

  
	
   

  	
  MORGAN EDWARDS THEATRE

  
	
   

  	
  UNITED CINEMA CORPORATION

  
	
   

  	
  HOYTS CINEMAS CORPORATION

  
	
   

  	
  INTERSTATE THEATRES CORPORATION

  
	
   

  	
  FREDERICK PLAZA CINEMAS, INC.

  
	
   

  	
  UNITED ARTISTS THEATRE GROUP, LLC

  
	
   

  	
  RCI/RMS, LLC

  
	
   

  	
  REGAL GALLERY PLACE, LLC

  
	
   

  	
   

  
	
   

  	
   

  
	
   

  	
  By: 

  	
  /s/ AMY MILES

  	
   

  
	
   

  	
  Name: Amy Miles

  
	
   

  	
  Title: EVP & CFO

  



 


 


Guarantor Consent to Second
Amendment


(Regal Cinemas Corporation)


 





















 


	
   

  	
  REGAL
  CINEMEDIA CORPORATION,

  
	
   

  	
   

  
	
   

  	
   

  
	
   

  	
  By: 

  	
  /s/ DAVID J. GIESLER

  	
   

  
	
   

  	
  Name: 
  David J. Giesler

  
	
   

  	
  Title: 
  CFO

  



 


 


Guarantor Consent to Second
Amendment


(Regal Cinemas Corporation)