**Exhibit 4.2**

 

**FIRST AMENDMENT TO**

**AMENDED AND RESTATED GUARANTY AND COLLATERAL AGREEMENT**

 

This**FIRST AMENDMENT TO AMENDED AND RESTATED GUARANTY ANDCOLLATERAL AGREEMENT**(this “**Amendment**”),dated as of January 20, 2009, is entered into among **REGALCINEMAS CORPORATION**, a Delaware corporation (the “**Borrower**”), the **GRANTORS**party to the Guaranty and Collateral Agreement (as defined below) (the “**Grantors**”), and **CREDIT SUISSE, CAYMANISLANDS BRANCH**, as administrative agent (the “**Administrative****Agent**”).

 

**RECITALS**

 

**WHEREAS**, the Borrower, the Administrative Agent, Credit Suisse Securities (USA) LLC, assole lead arranger and sole book runner, and the Lenders from time to time aparty thereto entered into the Fifth Amended and Restated Credit Agreement,dated as of October 27, 2006 (asamended by the First Amendment to the Credit Agreement referred to below, the “**Credit Agreement**”); and

 

**WHEREAS**, the Borrower, the Grantors, the Administrative Agent, and theLenders have entered into the First Amendment to the Fifth Amended and RestatedCredit Agreement, dated as of January 20, 2009 (the “**FirstAmendment to the Credit Agreement**”); and

 

**WHEREAS**, the Borrower, the Grantors and the Administrative Agent are party tothe Amended and Restated Guaranty and Collateral Agreement, dated as of May 10,2004 (as amended, amended and restated, supplemented or otherwise modifiedprior to the date hereof, the “**Guaranty and Collateral Agreement**”);and

 

**WHEREAS**, theBorrower and the Grantors have requested that Administrative Agent, and the Lendershave authorized the Administrative Agent, to make certain amendments to theGuaranty and Collateral Agreement as provided herein.

 

**NOW, THEREFORE**, in consideration of the covenants madehereunder, and other good and valuable consideration, the receipt and legalsufficiency of which is hereby acknowledged, the parties hereto hereby agree asfollows:

 

SECTION 1.                              Definitions.  Capitalized terms used hereinand not otherwise defined shall have the meanings set forth for such terms inthe Guaranty and Collateral Agreement and the Credit Agreement, as applicable.

 

SECTION 2.                              Amendment to Guaranty and CollateralAgreement.  Subsection 6.4(ii) of theGuaranty and Collateral Agreement is hereby amended by inserting immediatelyafter the phrase “(y) the amount of drawings honored by Issuing Banksunder a Letter of Credit for which Issuing Bank has not then been reimbursed byany Lender or Borrower” set forth therein, the phrase “and (z) the amountof any Swingline Loans made by the Swingline Lender for which the SwinglineLender has not then been repaid by the Borrower or the Lenders”.

 

SECTION 3.                              Conditions to Effectiveness of this Amendment.  ThisAmendment shall become effective when all the conditions set forth in this Section 3shall have been satisfied.

 

(a)                                Execution of Counterparts. The Administrative Agent shall havereceived counterparts of this Amendment executed by each Grantor.

 

(b)                               Effectiveness of First Amendment to theCredit Agreement.  The First Amendment to the Credit Agreementshall have become effective in accordance with its terms.

 

SECTION 4.                              Representations and Warranties.  EachGrantor represents and warrants as follows:

 

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(a)                                Power; Authorization; Enforceable Obligations. Each Grantor has the requisite power andauthority, and the legal right, to enter into this Amendment.  Each Grantor has taken all necessarycorporate or other organizational action to authorize the execution, deliveryand performance of this Amendment.  ThisAmendment constitutes a legal, valid and binding obligation of each Grantorsignatory thereto, enforceable against each such Grantor in accordance with itsterms, except as enforceability may be limited by applicable bankruptcy,insolvency, reorganization, moratorium or similar laws affecting theenforcement of creditors’ rights generally and by general equitable principles(whether enforcement is sought by proceedings in equity or at law).  The Guaranty and Collateral Agreement, asamended by this Amendment, constitutes a legal, valid and binding obligation ofeach Grantor, enforceable against each Grantor in accordance with its terms,except as enforceability may be limited by applicable bankruptcy, insolvency,reorganization, moratorium or similar laws affecting the enforcement ofcreditors’ rights generally and by general equitable principles (whetherenforcement is sought by proceedings in equity or at law).

 

(b)                               No Legal Bar. The execution, delivery and performance ofthis Amendment will not violate any Requirement of Law or any materialContractual Obligation of any Grantor and will not result in, or require, thecreation or imposition of any Lien on any of their respective properties orrevenues pursuant to any Requirement of Law or any such Contractual Obligation(other than the Liens created by the Loan Documents).

 

(c)                                Accuracy of Representations and Warranties. The representations and warranties of eachGrantor set forth in the Guaranty and Collateral Agreement are true and correctin all material respects on and as of that the date hereof to the same extent asthough made on and as of the date hereof, except to the extent suchrepresentations and warranties specifically relate to an earlier date, in whichcase such representations and warranties shall have been true and correct inall material respects on and as of such earlier date.

 

(d)                               No Default or Event of Default. As of the date hereof, after giving effectto this Amendment, no event has occurred and is continuing that wouldconstitute an Event of Default or a Default.

 

SECTION 5.  Validityof Guarantied Obligations and Liens.

 

(a)                                Validity of Guarantied Obligations.  EachGrantor hereby (i) acknowledges and agrees that , as of the date hereof,each Grantor is indebted to the Lenders and the Agents for the GuarantiedObligations, without defense, counterclaim or offset of any kind and eachGrantor hereby ratifies and reaffirms the validity, enforceability and bindingnature of such Guarantied Obligations and (ii) acknowledges and agrees tothe terms of this Amendment; *provided*, thatno representation is made pursuant to this clause (a) with respect to anyclaims that may exist against Lehman Brothers or any affiliates thereof.

 

(b)                               Validity of Liens and Loan Documents.  EachGrantor ratifies and reaffirms the validity and enforceability (withoutdefense, counterclaim or offset of any kind) of the Liens and securityinterests granted to secure any of the Obligations by any Grantor  to the Administrative Agent, for the benefitof the Secured Parties, pursuant to the Loan Documents to which any Grantor isa party and hereby confirms and agrees that notwithstanding the effectivenessof this Amendment, and except as expressly amended by this Amendment, theGuaranty and Collateral Agreement and each other each Loan Document is, andshall continue to be, in full force and effect and each is hereby ratified andconfirmed in all respects, except that, on and after the effectiveness of thisAmendment, each reference in the Loan Documents to the “Guaranty and CollateralAgreement”, “thereunder”, “thereof” or words of like import (and each referencein the Guaranty and Collateral Agreement to “this Agreement”, “hereunder”, “hereof”or words of like import) shall mean and be a reference to the Guaranty andCollateral Agreement as amended by this Amendment.

 

SECTION 6.Governing Law.  ThisAmendment shall be governed by, and shall be construed and enforced inaccordance with, the laws of the State of New York.

 

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SECTION 7.                              Execution in Counterparts. This Amendment may be executed in anynumber of counterparts and by different parties hereto in separatecounterparts, each of which when so executed shall be deemed to be an originaland all of which taken together shall constitute one and the same agreement.Delivery of an executed counterpart of this Amendment by telecopier orelectronic image scan transmission (e.g., PDF via electronic mail) shall beeffective as delivery of an original executed counterpart of this Amendment.

 

SECTION 8.                              Continuing Effectiveness. Except as modified by this Amendment, theGuaranty and Collateral Agreement shall remain in full force and effect and ishereby ratified and confirmed in all respects and this Amendment shall be aLoan Document for all purposes, and references in the Guaranty and CollateralAgreement to “the date hereof” and “the date of this Agreement” and phrases ofsimilar import, shall in all instances be references to, and continue to referto, May 10, 2004, and not the date of this Amendment. This Amendment shallnot constitute an amendment or waiver of any provision of the Guaranty andCollateral Agreement not expressly referred to herein and shall not beconstrued as an amendment, waiver or consent to any action on the part of anyGrantor or any other Loan Party that would require an amendment, waiver orconsent of any of the Lenders or the Agent except as expressly stated herein.

 

SECTION 9.                              Severability.  Incase any provision in or obligation under this Amendment shall be invalid,illegal or unenforceable in any jurisdiction, the validity, legality andenforceability of the remaining provisions or obligations, or of such provisionor obligation in any other jurisdiction, shall not in any way be affected orimpaired thereby.

 

SECTION 10.                        Integration.  This Amendment, the Credit Agreement,the other Loan Documents and any separate letter agreements among any Grantorand the Administrative Agent or its affiliates relating to this Amendment orwith respect to fees payable to the Administrative Agent (or its affiliates)constitute the entire contract among the parties relating to the subject matterhereof and supersede any and all previous agreements and understandings, oralor written, relating to the subject matter hereof.

 

SECTION 11.WAIVER OF JURY TRIAL.  **EACH PARTY HERETO HEREBYWAIVES, TO THE FULLEST EXTENT PERMITTED BY APPLICABLE LAW, ANY RIGHT IT MAY HAVETO A TRIAL BY JURY IN ANY LEGAL PROCEEDING DIRECTLY OR INDIRECTLY ARISING OUTOF OR RELATING TO THIS AMENDMENT, ANY OTHER LOAN DOCUMENT OR THE TRANSACTIONSCONTEMPLATED HEREBY (WHETHER BASED ON CONTRACT, TORT OR ANY OTHER THEORY).  EACH PARTY HERETO (A) CERTIFIES THAT NOREPRESENTATIVE, AGENT OR ATTORNEY OF ANY OTHER PARTY HAS REPRESENTED, EXPRESSLYOR OTHERWISE, THAT SUCH OTHER PARTY WOULD NOT, IN THE EVENT OF LITIGATION, SEEKTO ENFORCE THE FOREGOING WAIVER AND (B) ACKNOWLEDGES THAT IT AND THE OTHERPARTIES HERETO HAVE BEEN INDUCED TO ENTER INTO THIS AMENDMENT BY, AMONG OTHERTHINGS, THE MUTUAL WAIVERS AND CERTIFICATIONS IN THIS SECTION.**

 

SECTION 12.Headings.  Section andsubsection headings in this Amendment are included herein for convenience ofreference only and shall not constitute a part of this Amendment for any otherpurpose or be given any substantive effect.

 

SECTION 13.Successors and Assigns.  ThisAmendment shall be binding upon and inure to the benefit of each Grantor andeach of their respective successors and assigns, and upon the Agents and theLenders and each of their respective successors and assigns.  The Grantors’ rights and obligationshereunder and any interest therein may not be assigned or delegated by anyGrantor without the prior written consent of the Agent.

 

[*signature pages follow*]

 

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

 
| ** ** | **REGAL CINEMAS, INC.**                                      |
|------------|--------------------------------------------------------------|
| ** ** | **R.C. COBB, INC.**                                          |
| ** ** | **REGAL INVESTMENT COMPANY**                                 |
| ** ** | **A 3 THEATRES OF TEXAS,  INC.**                             |
| ** ** | **A 3 THEATRES OF SAN  ANTONIO, LTD.,**                      |
| ** ** | **by A3  Theatres of Texas, Inc., its General Partner** |
| ** ** | **EASTGATE THEATRE, INC.**                                   |
| ** ** | **REGAL CINEMAS HOLDINGS,  INC.**                            |
| ** ** | **EDWARDS THEATRES, INC.**                                   |
| ** ** | **HOYTS CINEMAS  CORPORATION**                               |
| ** ** | **INTERSTATE THEATRES  CORPORATION**                         |
| ** ** | **FREDERICK PLAZA CINEMAS,  INC.**                           |
| ** ** | **RCI/RMS, LLC**                                             |
| ** ** | **REGAL GALLERY PLACE, LLC**                                 |
| ** ** | **UA SWANSEA, LLC**                                          |
| ** ** | **by  Interstate Theatres Corporation, its Sole Member**     |
| ** ** | **UNITED ARTISTS  PROPERTIES I CORP.**                       |
| ** ** | **UNITED ARTISTS REALTY  COMPANY**                           |
| ** ** | **UNITED ARTISTS THEATRE  COMPANY**                          |
| ** ** | **RCI/FSSC, LLC**                                            |
| ** ** | **REGAL CINEMEDIA  CORPORATION**                             |
| ** ** | ** **                                                   |
|       | By:                                                          | /s/  Amy Miles |
|       | Name:  Amy Miles                                             |
|       | Title:  Executive Vice President and Chief Financial Officer |
| ** ** | ** **                                                   |
| ** ** | **CONSOLIDATED THEATRES  MANAGEMENT, L.L.C.**                |
| ** ** | **RICHMOND I CINEMA,  L.L.C.**                               |
|       |                                                         |
| ** ** | By **REGAL  CINEMAS, INC.**, Sole Member and Sole Manager    |
| ** ** |                                                         |
|       | By:                                                          | /s/  Amy Miles |
|       | Name:  Amy Miles                                             |
|       | Title:  Executive Vice President and Chief Financial Officer |

 

[First Amendment to Guaranty and Collateral Agreement]

 

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|   | **CREDIT SUISSE, 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 |

 

[First Amendment to Guaranty and Collateral Agreement]

 

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