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Exhibit 4.2    
    


 
 

SIXTH SUPPLEMENTAL INDENTURE    
    


        SIXTH SUPPLEMENTAL INDENTURE, effective as of April 27, 2004 (the "Supplemental Indenture"), by and among
REGAL CINEMAS CORPORATION, a Delaware corporation (the "Company"), each of the Guarantors party hereto (the
"Guarantors"), and U.S. BANK NATIONAL ASSOCIATION, as trustee ("Trustee"), to the Indenture, dated as of
January 29, 2002 among the Company, the Guarantors and the Trustee, as amended by the First Supplemental Indenture dated as of April 17, 2002, the Second Supplemental Indenture dated as
of April 17, 2002, the Third Supplemental Indenture dated as of November 28, 2002, the Fourth Supplemental Indenture dated as of March 27, 2003, and the Fifth Supplemental
Indenture dated as of June 6, 2003 (the "Indenture"). 



 W I T N E S S E T H:  




        WHEREAS, the Company, the Guarantors and the Trustee have heretofore executed and delivered the Indenture providing for the issuance of 93/8%
Senior Subordinated Notes due 2012 (the "Notes") of the Company. 


        WHEREAS,
Section 9.2 of the Indenture provides that the Company, the Guarantors and the Trustee may, with the consent of the holders of a majority in aggregate principal amount of
the Notes then outstanding (the "Requisite Consents"), enter into a supplemental indenture for the purpose of amending the Indenture. 


        WHEREAS,
the Company has offered to purchase for cash (the "Offer") any and all of the outstanding Notes upon the terms and subject to the
conditions set forth in the Offer to Purchase and Consent Solicitation Statement, dated April 15, 2004 (together with any extensions, supplements or amendments, the
"Statement"), and the accompanying Letter of Transmittal (together with any extensions, supplements or amendments, the "Letter
of Transmittal and Consent") and solicited
consents (the "Consent Solicitation") of the holders of the Notes to certain amendments to the Indenture, which require the Requisite Consents (the
"Proposed Amendments"). 


        WHEREAS,
the Company has received the Requisite Consents to effect the Proposed Amendments under the Indenture. 


        WHEREAS,
the Company and the Guarantors have been authorized by their respective Boards of Directors to enter into this Supplemental Indenture. 



        WHEREAS,
pursuant to Section 9.2 of the Indenture, the Trustee is authorized to execute and deliver this Supplemental Indenture. 


        NOW,
THEREFORE, in consideration of the premises and the covenants and agreements contained herein, and for other good and valuable consideration the receipt of which is hereby
acknowledged, and for the equal and proportionate benefit of the holders of the Notes, the Company, the Guarantors and the Trustee hereby agree as follows: 



1.     DELETION OF CERTAIN PROVISIONS  


        Pursuant to the terms of the Statement and Letter of Transmittal and Consent and the receipt of the Requisite Consents, the Indenture is hereby amended to delete
the following sections and subsections in their entirety and, in the case of each such section or subsection, insert in lieu thereof the phrase ["Intentionally Omitted"], and
any and all references to such sections and subsections, any and all obligations thereunder and any event of default related solely to the following sections are hereby deleted throughout the
Indenture, and such sections, subsections and references shall be of no further force or effect: 



	(1)
	Section 4.3
entitled "SEC Reports and Reports to Holders";



	(2)
	Section 4.4
entitled "Compliance Certificate" 








 



	(3)
	Section 4.5
entitled "Taxes";



	(4)
	Section 4.6
entitled "Stay, Extension and Usury Laws";



	(5)
	Section 4.7
entitled "Limitation on Incurrence of Additional Indebtedness and Disqualified Capital Stock";



	(6)
	Section 4.8
entitled "Limitation on Liens";



	(7)
	Section 4.9
entitled "Limitation on Restricted Payments";



	(8)
	Section 4.10
entitled "Limitation on Dividends and Other Payment Restrictions Affecting Subsidiaries";



	(9)
	Section 4.11
entitled "Limitation on Lines of Business";



	(10)
	Section 4.12
entitled "Limitation on Transactions With Affiliates";



	(11)
	Section 4.13
entitled "Limitation on Sale of Assets and Subsidiary Stock";



	(12)
	Section 4.14
entitled "Repurchase of Notes at the Option of the Holder Upon a Change of Control";



	(13)
	Section 4.15
entitled "Limitation on Layering Indebtedness";



	(14)
	Section 4.16
entitled "Subsidiary Guarantors";



	(15)
	Section 4.17
entitled "Limitation on Status as Investment Company";



	(16)
	Section 4.18
entitled "Maintenance of Properties and Insurance";



	(17)
	Section 4.19
entitled "Corporate Existence";



	(18)
	Subsections
(3) and (4) of Section 5.1 entitled "Merger, Consolidation or Sale of Assets"; and



	(19)
	Subsection
(3), (4), (5), (6), (7) and (8) of Section 6.1 entitled "Events of Default". 




2.     OTHER AMENDMENTS TO THE INDENTURE  


        All definitions in the Indenture that are used exclusively in the sections, subsections and clauses deleted pursuant to Section 1 of this Supplemental
Indenture are hereby deleted. 



3.     EFFECTIVENESS; OPERATIVENESS  


        Sections 1 and 2 of this Supplemental Indenture shall become effective and binding upon the Company, the Guarantors, the Trustee and the holders of Notes
immediately upon its execution and delivery and shall become operative on and simultaneously with the acceptance for purchase by the Company of at least a majority in aggregate principal amount of the
outstanding Notes; provided, however that this Supplemental Indenture shall cease to be operative if the Company fails to purchase outstanding Notes comprising at least the Requisite Consents prior to
the termination of the Offer. 


4.     MISCELLANEOUS  



        4.1.    Ratification of Indenture; Supplemental Indenture as Part of Indenture.    Except as expressly amended hereby,
the Indenture is in all respects ratified and confirmed and all the terms, conditions and provisions thereof shall remain in full force and effect. Upon the execution and delivery of this Supplemental
Indenture by the Company, the Guarantors and the Trustee, this Supplemental Indenture shall form a part of the Indenture for all purposes, and every holder of Notes heretofore or hereafter
authenticated and delivered shall be bound hereby. Any and all references, whether within the Indenture or in any notice, certificate or other instrument or document, shall be deemed to include a 


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reference
to this Supplemental Indenture (whether or not made), unless the context shall otherwise require. 


        4.2.    New York Law to Govern.    THE INTERNAL LAW OF THE STATE OF NEW YORK SHALL GOVERN AND BE USED TO CONSTRUE THIS
SUPPLEMENTAL INDENTURE, INCLUDING, WITHOUT LIMITATION, SECTIONS 5-1401 AND 5-1402 OF THE NEW YORK GENERAL OBLIGATIONS LAW AND NEW YORK CIVIL PRACTICE LAWS AND RULE 327(b). 



        4.3.    Counterparts.    The parties may sign any number of copies of this Supplemental Indenture. Each signed copy
shall be an original, but all of them together represent the same agreement. 


        4.4.    Effect of Headings.    The Section headings herein are for convenience only and shall not affect the
construction hereof. 


        4.5.    Entire Agreement.    This Supplemental Indenture, together with the Indenture as amended hereby, contains the
entire agreement of the parties, and supersedes all other representations, warranties, agreements and understandings between the parties, oral or otherwise, with respect to the matters contained
herein and therein. 


        4.6.    Benefits of Supplemental Indenture.    Nothing in this Supplemental Indenture or the Indenture, express or
implied, shall give to any person, other than the parties hereto and thereto and their successors hereunder and thereunder, and the Holders, any benefit of any legal or equitable right, remedy or
claim under the Indenture or the Supplemental Indenture. 



        4.7.    Defined Terms.    Unless otherwise indicated, capitalized terms used herein and not defined shall have the
respective meanings given such terms in the Indenture. 


        4.8.    Trust Indenture Act Controls.    If any provision of this Supplemental Indenture limits, qualifies or
conflicts with another provision of this Supplemental Indenture or the Indenture that is required to be included by the Trust Indenture Act of 1939, as amended (the
"Act"), as in force at the date this Supplemental Indenture is executed, the provision required by the Act shall control. 



        4.9.    Severability.    In case any one or more of the provisions of this Supplemental Indenture shall be held
invalid, illegal or unenforceable, in any respect for any reason, the validity, legality and enforceability of any such provision in every other respect and of the remaining provisions shall not in
any way be affected or impaired thereby, it being intended that all of the provisions hereof shall be enforceable to the full extent permitted by law. 


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



	 	 	Company:
	

 	
 	

REGAL CINEMAS CORPORATION
	

 	
 	

By:	
 	

 
	 	 	 	 	/s/  MICHAEL L. CAMPBELL      
 Name: Michael L. Campbell

Title:
	

 	
 	
Guarantors:
	

 	
 	

REGAL CINEMAS, INC.
	

 	
 	

By:	
 	

 
	 	 	 	 	/s/  MICHAEL L. CAMPBELL      
 Name: Michael L. Campbell

Title:
	

 	
 	

REGAL CINEMAS HOLDINGS, INC.
	

 	
 	

By:	
 	

 
	 	 	 	 	/s/  MICHAEL L. CAMPBELL      
 Name: Michael L. Campbell

Title:
	

 	
 	

REGAL CINEMAS GROUP, INC.
	

 	
 	

By:	
 	

 
	 	 	 	 	/s/  MICHAEL L. CAMPBELL      
 Name: Michael L. Campbell

Title:
	

 	
 	

R.C. COBB, INC.
	

 	
 	

By:	
 	

 
	 	 	 	 	/s/  MICHAEL L. CAMPBELL      
 Name: Michael L. Campbell

Title:
	

 	
 	

COBB FINANCE CORP.
	

 	
 	

By:	
 	

 
	 	 	 	 	/s/  MICHAEL L. CAMPBELL      
 Name: Michael L. Campbell

Title:
	 	 	 	 	 



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REGAL INVESTMENT COMPANY
	

 	
 	

By:	
 	

 
	 	 	 	 	/s/  MICHAEL L. CAMPBELL      
 Name: Michael L. Campbell

Title:
	

 	
 	

ACT III CINEMAS, INC.
	

 	
 	

By:	
 	

 
	 	 	 	 	/s/  MICHAEL L. CAMPBELL      
 Name: Michael L. Campbell

Title:
	

 	
 	

ACT III THEATRES, INC.
	

 	
 	

By:	
 	

 
	 	 	 	 	/s/  MICHAEL L. CAMPBELL      
 Name: Michael L. Campbell

Title:
	

 	
 	

ACT III INNER LOOP THEATRES, INC.
	

 	
 	

By:	
 	

 
	 	 	 	 	/s/  MICHAEL L. CAMPBELL      
 Name: Michael L. Campbell

Title:
	

 	
 	

A 3 THEATRES OF TEXAS, INC.
	

 	
 	

By:	
 	

 
	 	 	 	 	/s/  MICHAEL L. CAMPBELL      
 Name: Michael L. Campbell

Title:
	

 	
 	

A 3 THEATRES OF SAN ANTONIO, LTD
	

 	
 	

By:	
 	

A 3 Theatres of Texas, Inc., as General Partner
	

 	
 	

By:	
 	

 
	 	 	 	 	/s/  MICHAEL L. CAMPBELL      
 Name: Michael L. Campbell

Title:
	

 	
 	

GENERAL AMERICAN THEATRES, INC.
	

 	
 	

By:	
 	

 
	 	 	 	 	/s/  MICHAEL L. CAMPBELL      
 Name: Michael L. Campbell

Title:
	 	 	 	 	 





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BROADWAY CINEMA, INC.
	

 	
 	

By:	
 	

 
	 	 	 	 	/s/  MICHAEL L. CAMPBELL      
 Name: Michael L. Campbell

Title:
	

 	
 	

TEMT ALASKA, INC.
	

 	
 	

By:	
 	

 
	 	 	 	 	/s/  MICHAEL L. CAMPBELL      
 Name: Michael L. Campbell

Title:
	

 	
 	

J.R. CINEMAS, INC.
	

 	
 	

By:	
 	

 
	 	 	 	 	/s/  MICHAEL L. CAMPBELL      
 Name: Michael L. Campbell

Title:
	

 	
 	

EASTGATE THEATRE, INC.
	

 	
 	

By:	
 	

 
	 	 	 	 	/s/  MICHAEL L. CAMPBELL      
 Name: Michael L. Campbell

Title:
	

 	
 	

EDWARDS THEATRES, INC.
	

 	
 	

By:	
 	

 
	 	 	 	 	/s/  MICHAEL L. CAMPBELL      
 Name: Michael L. Campbell

Title:
	

 	
 	

FLORENCE THEATRE CORPORATION
	

 	
 	

By:	
 	

 
	 	 	 	 	/s/  MICHAEL L. CAMPBELL      
 Name: Michael L. Campbell

Title:
	

 	
 	

MORGAN EDWARDS THEATRE CORPORATION
	

 	
 	

By:	
 	

 
	 	 	 	 	/s/  MICHAEL L. CAMPBELL      
 Name: Michael L. Campbell

Title:
	 	 	 	 	 



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UNITED CINEMA CORPORATION
	

 	
 	

By:	
 	

 
	 	 	 	 	/s/  MICHAEL L. CAMPBELL      
 Name: Michael L. Campbell

Title:
	

 	
 	

REGAL CINEMEDIA CORPORATION
	

 	
 	

By:	
 	

 
	 	 	 	 	/s/  KURT C. HALL      
 Name: Kurt C. Hall

Title: President & CEO
	

 	
 	

HOYTS CINEMAS CORPORATION
	

 	
 	

By:	
 	

 
	 	 	 	 	/s/  MICHAEL L. CAMPBELL      
 Name: Michael L. Campbell

Title:
	

 	
 	

INTERSTATE THEATRES CORPORATION
	

 	
 	

By:	
 	

 
	 	 	 	 	/s/  MICHAEL L. CAMPBELL      
 Name: Michael L. Campbell

Title:
	

 	
 	

FREDERICK PLAZA CINEMA, INC.
	

 	
 	

By:	
 	

 
	 	 	 	 	/s/  MICHAEL L. CAMPBELL      
 Name: Michael L. Campbell

Title:
	

 	
 	

UNITED ARTISTS THEATRE GROUP, LLC
	

 	
 	

By:	
 	

 
	 	 	 	 	/s/  MICHAEL L. CAMPBELL      
 Name: Michael L. Campbell

Title:
	

 	
 	
Trustee:
	

 	
 	

U.S. BANK NATIONAL ASSOCIATION
	

 	
 	

By:	
 	

 
	 	 	 	 	/s/  RICHARD H. PROKOSCH      
 Name: Richard H. Prokosch

Title: Vice President




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Exhibit 4.2


SIXTH SUPPLEMENTAL INDENTURE