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EXHIBIT 4.3  


 
 

FIFTH SUPPLEMENTAL INDENTURE    
    


        Fifth Supplemental Indenture (this "Supplemental Indenture"), dated as of June 6, 2003, among CineMedia Software, Inc., a Delaware corporation, and
United Artists Theatre Group, a Delaware corporation (the "Guaranteeing Subsidiaries"), each an indirect subsidiary of Regal Cinemas Corporation (or its permitted successor), a Delaware corporation
(the "Company"), the Company and U.S. Bank National Association, as trustee under the Indenture referred to below (the "Trustee"). 


W I T N E S S E T H  



        WHEREAS, the Company has heretofore executed and delivered to the Trustee an indenture (the "Indenture"), dated as of January 29, 2002, providing for the
issuance of 93/8% Senior Subordinated Notes due 2012 (the "Notes"); 


        WHEREAS,
the Indenture provides that under certain circumstances the Guaranteeing Subsidiaries shall execute and deliver to the Trustee a supplemental indenture pursuant to which any
newly-acquired or created Subsidiary shall unconditionally guarantee all of the Company's obligations under the Notes and the Indenture on the terms and conditions set forth herein (the "Subsidiary
Guarantee"); and 


        WHEREAS,
pursuant to Section 9.1 of the Indenture, the Trustee is authorized to execute and deliver this Supplemental Indenture. 


        NOW
THEREFORE, in consideration of the foregoing and for other good and valuable consideration, the receipt of which is hereby acknowledged, the Guaranteeing Subsidiaries and the Trustee
mutually covenant and agree for the equal and ratable benefit of the Holders of the Notes as follows: 


        1.    Capitalized Terms.    Capitalized terms used herein without definition shall have the meanings assigned to them
in the Indenture. 


        2.    Agreement to Guarantee.    Each of the Guaranteeing Subsidiaries irrevocably and unconditionally guarantees the
Guarantee Obligations, which include (i) the due and punctual payment of the principal of, premium, if any, and interest (and Liquidated Damages, if any) on the Notes, whether at maturity, by
acceleration, call for redemption, upon a Change of Control Offer, upon an Asset Sale Offer or otherwise, the due and punctual payment of interest on the overdue principal and premium, if any, and (to
the extent permitted by law) interest on any interest on the Notes, and payment of expenses, and the due and punctual performance of all other obligations of the Company, to the Holders or the Trustee
all in accordance with the terms set forth in Article X of the Indenture, and (ii) in case of any extension of time of payment or renewal of any Notes or any such other obligations, that
the same will be promptly paid in full when due or performed in accordance with the terms of the extension or renewal, whether at stated maturity, by acceleration, call for redemption, upon a Change
of Control Offer, upon an Asset Sale Offer or otherwise. 


        The
obligations of each Guaranteeing Subsidiary to the Holders and to the Trustee pursuant to this Subsidiary Guarantee and the Indenture are expressly set forth in Article X of
the Indenture and reference is hereby made to such Indenture for the precise terms of this Subsidiary Guarantee. 



        No
past, present or future director, officer, employee, incorporator or stockholder (direct or indirect) of each Guaranteeing Subsidiary (or any such successor entity), as such, shall
have any liability for any obligations of such Guaranteeing Subsidiary under this Subsidiary Guarantee or the Indenture or for any claim based on, in respect of, or by reason of, such obligations or
their creation, except in their capacity as an obligor or Guarantor of the Notes in accordance with the Indenture. 


        This
is a continuing Guarantee and shall remain in full force and effect and shall be binding upon each Guaranteeing Subsidiary and its successors and assigns until full and final
payment of all of the 








Company's
obligations under the Notes and Indenture or until released in accordance with the Indenture and shall inure to the benefit o f the successors and assigns of the Trustee and the Holders,
and, in the event of any transfer or assignment of rights by any Holder or the Trustee, the rights and privileges herein conferred upon that party shall automatically extend to and be vested in such
transferee or assignee, all subject to the terms and conditions hereof. This is a Guarantee of payment and performance and not of collectibility. 



        The
obligations of each Guaranteeing Subsidiary under its Subsidiary Guarantee shall be limited to the extent necessary to insure that it does not constitute a fraudulent conveyance
under applicable law. 


        THE
TERMS OF ARTICLE X OF THE INDENTURE ARE INCORPORATED HEREIN BY REFERENCE. 


        3.    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 RULES 327(b). 



        4.    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. 


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








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



	

 	
 	
THE COMPANY:
	

 	
 	

REGAL CINEMAS CORPORATION
	

 	
 	

By:	
 	

/s/  PETER B. BRANDOW      
 Peter B. Brandow

Executive Vice President and Secretary
	

 	
 	
GUARANTEEING SUBSIDIARIES:
	

 	
 	

CINEMEDIA SOFTWARE, INC.
	

 	
 	

By:	
 	

/s/  PETER B. BRANDOW      
 Peter B. Brandow

Vice President and Secretary
	

 	
 	

UNITED ARTISTS THEATRE GROUP
	

 	
 	

By:	
 	

/s/  PETER B. BRANDOW      
 Peter B. Brandow

Vice President and Secretary
	

 	
 	
THE TRUSTEE:
	

 	
 	

U.S. BANK NATIONAL ASSOCIATION
	

 	
 	

By:	
 	

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

Title:    Vice President











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FIFTH SUPPLEMENTAL INDENTURE