Exhibit 4.1


 


FIRST AMENDMENT TO


FIFTH AMENDED AND RESTATED CREDIT AGREEMENT


 


This FIRST AMENDMENT TO FIFTH AMENDED AND RESTATED CREDIT
AGREEMENT (this “Amendment”),
dated as of January 20, 2009, is entered into among REGAL
CINEMAS CORPORATION, a Delaware corporation (the “Borrower”), the GUARANTORS
(as defined in the Credit Agreement referred to below), REGAL
ENTERTAINMENT HOLDINGS, INC., a Delaware corporation (“Holdings”), the LENDERS (as
defined in the Credit Agreement referred to below), and CREDIT SUISSE,
CAYMAN ISLANDS BRANCH, as administrative agent and collateral agent
for the Lenders (the “Administrative  Agent”).


 


RECITALS


 


WHEREAS, the Borrower, the Administrative Agent, Credit Suisse Securities (USA) LLC, as
sole lead arranger and sole book runner, and the Lenders from time to time
party thereto entered into that certain Fifth Amended and Restated Credit
Agreement, dated as of October 27, 2006 (the “Credit Agreement”);
and


 


WHEREAS, the
Borrower has requested that the Requisite Lenders make certain amendments to
the Credit Agreement as provided herein.


 


NOW, THEREFORE, in consideration of the covenants made
hereunder, and other good and valuable consideration, the receipt and legal
sufficiency of which are hereby acknowledged, the parties hereto hereby agree
as follows:


 


SECTION 1.           Definitions.  Capitalized terms used herein and not
otherwise defined shall have the meanings set forth for such terms in the
Credit Agreement.


 


SECTION 2.           Amendments
to Credit Agreement.


 


(a)   Amendments
to Section 1.1.  Section 1.1
of the Credit Agreement is hereby amended in the following respects:


 


(i)            Section 1.1 of the
Credit Agreement is hereby amended by inserting the following new definitions
therein in the appropriate alphabetical order:


 


“Acceptable Price”
as defined in the definition of “Dutch Auction”.


 


“Affiliated Lender”
means each of Holdings and Parent.


 


“Affiliated
Lender  Purchase” means
a purchase of Term Loans by an Affiliated Lender pursuant to a Dutch Auction in
accordance with the provisions of Section 9.6.


 


“Applicable Discount”
as defined in the definition of “Dutch Auction”.


 


“Dutch
Auction” means one or more purchases by an Affiliated Lender
totaling up to $300,000,000 aggregate principal amount of Term Loans (the “Purchase”) at any time or times during the period commencing
with the First Amendment Effective Date and ending on the date that is 270 days
after (and including) 


 


1

















 


the First Amendment Effective Date; provided that each such purchase is made on the following
basis:


 


(i)  such Affiliated Lender will notify the
Administrative Agent in writing (a “Purchase Notice”)
(and the Administrative Agent will deliver such Purchase Notice to all of the
Lenders holding Term Loans) that such Affiliated Lender wishes to make an offer
to purchase Term Loans in an aggregate principal amount as is specified by such
Affiliated Lender (the “Purchase Amount”)
subject to a range or minimum discount to par expressed as a price at which
range or price such Affiliated Lender would consummate the Purchase (the “Offer Price”); provided that (x) the
Purchase Notice shall specify that each Return Bid (as defined below) must be
submitted by a date and time to be specified in the Purchase Notice, which date
shall be no earlier than the second Business Day following the date of the
Purchase Notice and no later than the fifth Business Day following the date of
the Purchase Notice; (y) at the time of delivery of the Purchase Notice to
the Administrative Agent, no Default or Event of Default shall have occurred
and be continuing or would result therefrom (which condition shall be certified
as being satisfied in such Purchase Notice); and (z) the Purchase Amount
specified in each Purchase Notice delivered by such Affiliated Lender to the
Administrative Agent shall not be less than $10,000,000 in the aggregate;


 


(ii)  such Affiliated Lender will allow each
Lender holding Term Loans to submit a notice of participation (each, a “Return Bid”) which shall specify (x) one or more
discounts to par of such Lender’s Term Loans expressed as a price (each, an “Acceptable Price”) (but in no event will any such Acceptable
Price be greater than the highest Offer Price for the Purchase subject to such
Purchase Notice) and (y) the principal amount of such Lender’s Term Loans
at which such Lender is willing to permit a purchase of all or a portion of its
Term Loans to occur at each such Acceptable Price (the “Reply Amount”);


 


(iii)  based on the Acceptable Prices and Reply
Amounts of the Term Loans as are specified by the Lenders, the Administrative
Agent in consultation with such Affiliated Lender, will determine the
applicable discount (the “Applicable Discount”)
which will be the lower of (A) the lowest Acceptable Price at which such
Affiliated Lender can complete the Purchase for the entire Purchase Amount and (B) in
the event that the aggregate Reply Amounts relating to such Purchase Notice are
insufficient to allow such Affiliated Lender to complete a purchase of the
entire Purchase Amount, the highest Acceptable Price that is less than or equal
to the Offer Price;


 


(iv)  such Affiliated Lender shall purchase Term
Loans (or the respective portions thereof) from each Lender with one or more
Acceptable Prices that are equal to or less than the Applicable Discount (“Qualifying Bids”) at the Applicable Discount (such Term
Loans being referred to as “Qualifying Loans”
and such Lenders being referred to as “Qualifying Lenders”),
subject to clauses (v), (vi), (vii) and (viii) below;


 


(v) such Affiliated Lender shall purchase the
Qualifying Loans offered by the Qualifying Lenders at the Applicable Discount; provided that if the aggregate principal amount required to
purchase the Qualifying Loans would exceed the Purchase Amount, such Affiliated
Lender shall purchase Qualifying Loans ratably based on the aggregate principal
amounts of all such Qualifying Loans tendered by each such Qualifying Lender;


 


2

















 


(vi)  the Purchase shall be consummated pursuant
to and in accordance with Section 9.6(c), (d) and (k) and, to
the extent not otherwise provided herein, shall otherwise be consummated
pursuant to procedures (including as to timing, rounding and minimum amounts,
Interest Periods, and other notices by such Affiliated Lender) mutually
acceptable to the Administrative Agent and such Affiliated Lender (provided that such Purchase shall be required to be
consummated no later than five (5) Business Days after the time that
Return Bids are required to be submitted by the Lenders pursuant to the
applicable Purchase Notice);


 


(vii)  at the time of the Purchase, there shall
be no outstanding Revolving Loans;


 


(viii)  upon submission by a Lender of a Return
Bid, subject to the foregoing clause (vii), such Lender will be irrevocably
obligated to sell the entirety or its pro rata portion (as applicable pursuant
to clause (v) above) of the Reply Amount at the Applicable Discount plus
accrued and unpaid interest through the date of purchase to such Affiliated
Lender pursuant to Section 9.6 and as otherwise provided herein.


 


“First
Amendment Effective Date” means January 20, 2009.


 


“Holdings
Cancellation” means the cancellation and forgiveness by Holdings of
all Term Loans and related Obligations acquired in connection with an Affiliated
Lender Purchase or a Parent Contribution, which cancellation shall be
consummated as described in Section 2.22 and the definition of “Eligible
Assignee”.


 


“Offer Price”
as defined in the definition of “Dutch Auction”.


 


“Parent
Cancellation” means the cancellation and forgiveness by Parent of
all Loans and related Obligations acquired in connection with an Affiliated
Lender Purchase, which cancellation shall be consummated as described in Section 2.22
and the definition of “Eligible Assignee”.


 


“Parent Contribution”
means at any time on or after the date of an Affiliated Lender Purchase by
Parent, a contribution by the Parent of the Term Loans acquired by Parent in
such Affiliated Lender Purchase to Holdings in the manner described in Section 2.22.


 


“Purchase”
as defined in the definition of “Dutch Auction”.


 


“Purchase
Amount” as defined in the definition of “Dutch Auction”.


 


“Purchase
Notice” as defined in the definition of “Dutch Auction”.


 


“Qualifying
Bids” as defined in the definition of “Dutch Auction”.


 


“Qualifying
Lenders” as defined in the definition of “Dutch Auction”.


 


“Qualifying
Loans” as defined in the definition of “Dutch Auction”.


 


“Reply Amount”
as defined in the definition of “Dutch Auction”.


 


“Return Bid”
as defined in the definition of “Dutch Auction”.


 


3

















 


(ii)           The definition of “Applicable Margin” set forth in Section 1.1 of
the Credit Agreement is hereby amended by deleting the table set forth therein
in its entirety 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

  	
   

  	
  4.75

  	
  %

  	
  3.75

  	
  %

  
	
  < 3.00:1.00 

  > 2.50:1.00

  	
   

  	
  4.50

  	
  %

  	
  3.50

  	
  %

  
	
  < 2.50:1.00

  > 2.00:1.00

  	
   

  	
  4.25

  	
  %

  	
  3.50

  	
  %

  
	
  < 2.00:1.00

  	
   

  	
  4.00

  	
  %

  	
  3.50

  	
  %

  



 


(iii)          The definition of “Applicable Margin” set forth in Section 1.1 of
the Credit Agreement is hereby further amended by (x) deleting the phrase “and
(b) thereafter,” set forth in the first sentence thereof and inserting in
lieu thereof the phrase “, (b) from the First Amendment Effective Date
until the date of delivery of the Compliance Certificate and the financial
statements in respect of the second complete Fiscal Quarter elapsed following
the First Amendment Effective Date, a percentage, per annum, determined by
reference to the following table as if the Consolidated Leverage Ratio then in
effect were in excess of 3.00:1.00 and, thereafter,” and (y) inserting the
phrase “(a) from the First Amendment Effective Date until the date of
delivery of the Compliance Certificate and the financial statements in respect
of the second complete Fiscal Quarter elapsed following the First Amendment
Effective Date, a percentage, per annum, determined by reference to the
following table as if the Consolidated Leverage Ratio then in effect were in
excess of 3.00:1.00 and (b), thereafter” immediately after the phrase “(ii) with
respect to Revolving Loans that are Eurodollar Loans,” set forth therein.


 


(iv)          The definition of “Consolidated Adjusted Debt” set forth in Section 1.1
of the Credit Agreement is hereby amended by deleting the definition in its
entirety and substituting the following therefor:


 


“Consolidated Adjusted Debt” means, as of the last day of any
period, the sum of (a) Funded Debt of Borrower and its Restricted
Subsidiaries as of such date less
the amount of unrestricted and unencumbered Cash and Cash Equivalents of
Borrower and its Restricted Subsidiaries as of such date (provided that, Cash and Cash Equivalents
subject to Liens granted under the Security Documents shall not be deemed to be
restricted or encumbered as a result thereof), less
any amount of Subordinated Debt included as Funded Debt at such date which
constitutes a Permitted Subordinated Refinancing incurred under Section 6.2(k) (provided that the initial principal amount of such
Subordinated Debt issued in connection with any such Permitted Subordinated
Refinancing is no less than $100,000,000 and the aggregate principal amount of
such Subordinated Debt which may be excluded from Consolidated Adjusted Debt
shall not exceed $200,000,000), and (b) the product of 8 times
Consolidated Lease Expense for such period.


 


4

















 


(v)           The definition of “Consolidated EBITDA” set forth in Section 1.1 of the
Credit Agreement is hereby amended by inserting the phrase “(including any
gains or income associated with cancellation of indebtedness)” immediately
after the phrase “minus (b) the amounts
included by Borrower and its Restricted Subsidiaries in determining such
Consolidated Net Income for such period representing (x) noncash gains”
set forth therein.


 


(vi)          The definition of “Consolidated Net Income” set forth in Section 1.1 of
the Credit Agreement is hereby amended by inserting the phrase “and from any
cancellation of indebtedness gains or income” immediately after the phrase “(d) all
gains (but not losses) that are either extraordinary (as determined in
accordance with GAAP) or are either unusual or nonrecurring (including any gain
from the sale or other disposition of assets outside the ordinary course of
business or from the issuance or sale of any capital stock” set forth therein.


 


(vii)         The definition of “Consolidated
Total Debt” set forth in Section 1.1 of the Credit
Agreement is hereby amended by deleting the definition in its entirety and
substituting the following therefor:


 


“Consolidated Total Debt” means, at any date of determination,
the aggregate principal amount of all Funded Debt of Borrower and its
Restricted Subsidiaries at such date, determined on a consolidated basis in
accordance with GAAP, less the
amount of unrestricted and unencumbered Cash and Cash Equivalents of Borrower
and its Restricted Subsidiaries as of such date (provided that, Cash and Cash Equivalents subject to Liens
granted under the Security Documents shall not be deemed to be restricted or
unencumbered as a result thereof); provided that
Consolidated Total Debt shall be further reduced, solely for purposes of
determining compliance with the covenants set forth in Section 6.1(b), by
any amount of Subordinated Debt included as Funded Debt at such date which
constitutes a Permitted Subordinated Refinancing incurred under Section 6.2(k) (provided that the initial principal amount of such
Subordinated Debt issued in connection with any such Permitted Subordinated
Refinancing is no less than $100,000,000 and the aggregate principal amount of
such Subordinated Debt which may be excluded from Consolidated Total Debt for
purposes of determining compliance with the covenants set forth in Section 6.1(b) shall
not exceed $200,000,000).


 


(viii)        The definition of “Default
Period” set forth in Section 1.1 of the Credit Agreement
is hereby amended by inserting the phrase “that caused a Funding Default”
immediately after the phrase “means, with respect to any Defaulting Lender” set
forth therein.


 


(ix)           The definition of “Defaulted Loan” set forth in Section 1.1 of the
Credit Agreement is hereby amended by deleting the phrase “as defined in Section 2.20(g)”
set forth therein and inserting in lieu thereof the phrase “as defined in the
definition of “Defaulting Lender”“ set forth therein.


 


(x)            The definition of “Defaulting Lender” set forth in Section 1.1 of
the Credit Agreement is hereby amended and restated in its entirety to read as
follows:


 


“Defaulting
Lender” means (1) any Lender that (x) defaults in its
obligation to fund or (y) notifies the Administrative Agent or a Loan
Party that it does not intend to satisfy any such obligation to fund, any
Revolving Loan or its portion of any unreimbursed payment under Section 2.3(b)(iv) or
2.4(e) (in each case, a “Defaulted Loan”
and any such default or notification, a “Funding Default”);
(2) any 


 


5

















 


Revolving Lender that becomes insolvent or is the
subject of a proceeding under the Bankruptcy Code, or any Federal, state or
foreign bankruptcy, insolvency, receivership or similar law or the assets or
management of which have been taken over by any Governmental Authority or (3) any
Revolving Lender that is controlled (directly or indirectly) by or is a
Subsidiary of a Person that has become insolvent or is the subject of a
proceeding under the Bankruptcy Code, or any Federal, state or foreign
bankruptcy, insolvency, receivership or similar law or the assets or management
of which has been taken over by any Governmental Authority.


 


(xi)           The definition of “Eligible Assignee” set forth in Section 1.1 of
the Credit Agreement is hereby amended by inserting the following phrase “(other
than (1) Parent solely to the extent that Parent purchases or acquires
Term Loans pursuant to a Dutch Auction and makes a Parent Contribution or
effects a Parent Cancellation immediately upon such purchase or acquisition in
a manner reasonably satisfactory to the Administrative Agent, (2) Holdings
solely to the extent that Holdings purchases or acquires Term Loans pursuant to
a Dutch Auction and effects a Holdings Cancellation immediately upon such
purchase or acquisition in a manner reasonably satisfactory to the
Administrative Agent, and (3) Holdings solely to the extent Holdings
acquires Term Loans through a Parent Contribution and effects a Holdings
Cancellation immediately upon such acquisition in a manner reasonably
satisfactory to the Administrative Agent)” immediately after the following
phrase set forth therein “provided that,
no Affiliate or competitor of Borrower, or Terminated Lender shall be an
Eligible Assignee”.


 


(xii)          The definition of “Funding  Default” set
forth in Section 1.1 of the Credit Agreement is hereby amended by
deleting the phrase “as defined in Section 2.20(g)” set forth therein and
inserting in lieu thereof the phrase “as defined in the definition of “Defaulting
Lender”“ set forth therein.


 


(xiii)         The definition of “Interest
Period” set forth in Section 1.1 of the Credit Agreement
is hereby amended by deleting the phrase “an interest period of one, two,
three, six or (if available to all Lenders with Loans affected thereby) twelve
months” set forth therein and inserting in lieu thereof the phrase “an interest
period of two, three, six or (if available to all Lenders with Loans affected
thereby) twelve months”


 


(b)   Amendment
to Section 2.3.  Section 2.3(b)(vi) of
the Credit Agreement is hereby amended by (i) deleting the phrase “or (B) at
a time when a Funding Default exists” set forth therein and inserting in lieu
thereof the phrase “or (B) at a time when a Lender has become a Defaulting
Lender or the Swingline Lender reasonably believes that a Revolving Lender will
become a Defaulting Lender” and (ii) inserting the phrase “(or such
potential Defaulting Lender’s)” (x) immediately after the phrase “with
respect to the Defaulting Lender’s” set forth therein and (y) immediately
after the phrase “by cash collateralizing such Defaulting Lender’s” set forth
therein.


 


(c)   Amendment
to Section 2.4.  Section 2.4(a) of
the Credit Agreement is hereby amended by (i) deleting the phrase “provided  further that,
in the event a Funding Default exists” set forth therein and inserting in lieu
thereof the phrase “provided  further that, in the event a Lender has become a Defaulting
Lender or the Issuing Bank reasonably believes that a Revolving Lender will
become a Defaulting Lender”, (ii) inserting the phrase “(or such potential
Defaulting Lender)” immediately after the phrase “with respect to the
participation in Letters of Credit of the Defaulting Lender” set forth therein
and (iii) inserting the phrase “(or such potential Defaulting Lender’s)”
immediately after the phrase “including by cash collateralizing such Defaulting
Lender’s” set forth therein.


 


6
















 


(d)   Amendment
to Section 2.8.  Section 2.8(c) of
the Credit Agreement is hereby amended by deleting the phrase “Borrower shall
be deemed to have selected an Interest Period of one month” set forth therein
and inserting in lieu thereof the phrase “Borrower shall be deemed to have
selected an Interest Period of three months”


 


(e)   Amendment
to Section 2.14.  Section 2.14(d) of
the Credit Agreement is hereby amended by deleting the phrase “provided that, if the Consolidated Leverage Ratio as at the
end of such Fiscal Year shall be 3.75:1.00 or less, Borrower shall not be
required to make the prepayments otherwise required hereby” set forth therein
and inserting in lieu thereof the phrase “provided that,
if the Consolidated Leverage Ratio as at the end of such Fiscal Year shall be
3.50:1.00 or less, Borrower shall not be required to make the prepayments
otherwise required hereby”.  For the
avoidance of doubt, it is understood and agreed that this amendment to Section 2.14(d) shall
be applicable to prepayments of Consolidated Excess Cash Flow with respect to
Fiscal Year 2008 and thereafter.


 


(f)    Amendment
to Section 2.20.  Section 2.20(g) of
the Credit Agreement is hereby amended by deleting the following phrase set
forth therein:


 


“Anything contained herein to the contrary
notwithstanding, in the event that any Lender, other than at the direction or
request of any regulatory agency or authority, defaults (a “Defaulting Lender”) in its obligation to fund (a “Funding Default”) any Revolving Loan or its portion of any
unreimbursed payment under Section 2.3(b)(iv) or 2.4(e) (in each
case, a “Defaulted Loan”), then (a) during
any Default Period with respect to such Defaulting Lender, such Defaulting
Lender shall be deemed not to be a “Lender” for purposes of voting on any
matters (including the granting of any consents or waivers) with respect to any
of the Loan Documents;”


 


and
inserting in lieu thereof the following phrase:


 


“Anything contained herein to the contrary
notwithstanding, in the event that (i) during any Default Period with
respect to any Lender that has become a Defaulting Lender as a result of a
Funding Default or (ii) for so long as any Lender is a Defaulting Lender
for any other reason, each such Defaulting Lender shall be deemed not to be a “Lender”
for purposes of voting on any matters (including the granting of any consents
or waivers) with respect to any of the Loan Documents;”.


 


(g)   Amendment
to Section 2.21.  Section 2.21
of the Credit Agreement is hereby amended by (i) deleting the phrase “(b) (i) any
Lender shall become a Defaulting Lender” and inserting in lieu thereof the
phrase “(b) (i) any Lender shall default in its obligation to fund
any Revolving Loan or its portion of any unreimbursed payment under Section 2.3(b)(iv) or
2.4(e)” set forth therein and (ii) by deleting the phrase “or (c)” set
forth therein and inserting in lieu thereof the phrase “(c) any Lender
shall otherwise become a Defaulting Lender other than as a result of a Funding
Default; or (d)”.


 


(h)   New Section 2.22.  Section 2 of the Credit Agreement
is hereby amended by adding the following as new Section 2.22 to the end
thereof:


 


“2.22      Affiliated Lender Purchases.  Notwithstanding any provision in this
Agreement or the other Loan Documents, (a) at the time of an Affiliated
Lender Purchase by Parent, all of the Term Loans and related Obligations
subject to such Affiliated Lender Purchase shall be contributed by Parent to
Holdings or a Parent Cancellation shall be effected with respect to all of the
Loans and related Obligations subject to such Affiliated Lender Purchase and (b) at
the time of an Affiliated Lender Purchase by Holdings or a Parent Contribution
to Holdings, a Holdings Cancellation shall be effected 


 


7

















 


with respect to all of the Term Loans and related
Obligations subject to such Affiliated Lender Purchase or Parent Contribution
for no consideration, with the effect that such Term Loans and related
Obligations shall for all purposes of this Agreement and the other Loan Documents
no longer be outstanding, and the Borrower and the Guarantors shall no longer
have any Obligations relating thereto, it being understood that such
forgiveness and cancellation shall result in the Borrower, the Guarantors and
Holdings being irrevocably and unconditionally released from all claims and
liabilities relating to such Obligations which have been so cancelled and
forgiven, and the Collateral shall cease to secure any such Obligations which
have been so cancelled and forgiven; provided that
concurrently therewith, the Borrower shall notify the Administrative Agent of
the amount of the Term Loans forgiven and cancelled as provided above.  The documentation evidencing the forgiveness
and cancellation of any Term Loans as provided above shall be reasonably
satisfactory to the Administrative Agent. 
It is acknowledged and agreed that no Parent Contribution, Parent
Cancellation, Affiliated Lender Purchase or Holdings Cancellation shall
constitute a voluntary repayment of Loans for purposes of this Agreement.”


 


(i)    Amendment
to Section 5.2(b)(ii).  Section 5.2(b)(ii) of
the Credit Agreement is hereby amended by inserting the following parenthetical
immediately after the words “Compliance Certificate” set forth therein: “(which
Compliance Certificate shall also set forth the aggregate principal amount of (A) all
Affiliated Lender Purchases of Parent and Holdings and (B) all Parent
Contributions, Parent Cancellations  and  Holdings Cancellations, in each case,  made
during the applicable accounting period)”.


 


(j)    Amendment
to Section 6.1.  Section 6.1
of the Credit Agreement is hereby amended by deleting clauses (a) and (b) in
their entirety and substituting the following therefor:


 


“(a)         Maximum
Consolidated Adjusted Leverage Ratio. 
Permit the Consolidated Adjusted Leverage Ratio as at the last day of
any period of four consecutive Fiscal Quarters to exceed the correlative ratio
indicated below:


 




	
  Fiscal Quarter Ending

  	
   

  	
  Consolidated Adjusted

  Leverage Ratio

  	
   

  
	
  1st Fiscal Quarter of 2006 through
  4th Fiscal Quarter of 2006

  	
   

  	
  6.00:1.00

  	
   

  
	
  1st Fiscal Quarter of 2007 through
  4th Fiscal Quarter of 2007

  	
   

  	
  6.00:1.00

  	
   

  
	
  1st Fiscal Quarter of 2008 through
  2nd Fiscal Quarter of 2011

  	
   

  	
  5.75:1.00

  	
   

  
	
  3rd Fiscal Quarter of 2011 through
  4th Fiscal Quarter of 2011

  	
   

  	
  5.50:1.00

  	
   

  
	
  1st Fiscal Quarter of 2012 and
  thereafter

  	
   

  	
  5.25:1.00

  	
   

  






 


(b)           Maximum
Consolidated Leverage Ratio.  Permit
the Consolidated Leverage Ratio as at the last day of any period of four
consecutive Fiscal Quarters to exceed the correlative ratio indicated below:


 


8

















 




	
  Fiscal Quarter Ending

  	
   

  	
  Consolidated

  Leverage Ratio

  	
   

  
	
  1st Fiscal Quarter of 2006 through
  4th Fiscal Quarter of 2006

  	
   

  	
  4.00:1.00

  	
   

  
	
  1st Fiscal Quarter of 2007 through
  4th Fiscal Quarter of 2007

  	
   

  	
  4.00:1.00

  	
   

  
	
  1st Fiscal Quarter of 2008 through
  2nd Fiscal Quarter of 2011

  	
   

  	
  3.75:1.00

  	
   

  
	
  3rd Fiscal Quarter of 2011 through
  4th Fiscal Quarter of 2011

  	
   

  	
  3.50:1.00

  	
   

  
	
  1st Fiscal Quarter of 2012 and
  thereafter

  	
   

  	
  3.25:1.00

  	
   

  






 


(k)   Amendment
to Section 6.3.  Section 6.3
of the Credit Agreement is hereby amended by (i) deleting the word “and”
at the end of clause (m) thereof, (ii) deleting the period at the end
of clause (n) thereof and inserting in lieu there of the phrase “; and”
and (iii) inserting the following new clause (o):


 


“(o)         Liens on cash or cash equivalents of the Loan Parties
securing obligations with respect to or in connection with any Defaulting
Lender’s Pro Rata Share of (x) outstanding Swingline Loans or (y) Letter-of-Credit
Usage.”


 


(l)    Amendment
to Section 6.10.  Section 6.10
of the Credit Agreement is hereby amended by inserting the following clause in
the last sentence thereof immediately after clause (y) thereof and before
the period at the end of such sentence: “or (z) any acquisitions of Loans
pursuant to an Affiliated Lender Purchase or Parent Contribution or any
cancellation of Loans pursuant to a Holdings Cancellation or a Parent
Cancellation”


 


(m)  Amendment
to Section 7.1.  Section 7.1
of the Credit Agreement is hereby amended by inserting the following new clause
(m):


 


“(m)        Holdings or Parent acquires Loans other than pursuant to the
definition of “Dutch Auction” and Section 2.22;”.


 


(n)   Amendment
to Section 9.6.  Section 9.6
of the Credit Agreement is hereby amended by inserting the following new clause
(k) immediately after clause (j) thereof:


 


“(k)         Lender’s
Acknowledgment; Affiliated Lender Representations and Warranties.


 


(i)            Each Lender acknowledges that Affiliated Lenders are
Eligible Assignees hereunder and may purchase or acquire Term Loans hereunder
from Lenders from time to time in accordance with the terms of this Agreement
(including, without limitation, Section 9.6 hereof), subject to the
restrictions set forth in the definitions of “Eligible Assignee” and “Dutch
Auction” and in this clause (k).


 


9

















 


(ii)           In connection with each Purchase Notice and each
Affiliated Lender Purchase, the Borrower and each Affiliated Lender making such
Purchase Notice and such Affiliated Lender Purchase represents and warrants, as
of the date of each Purchase Notice by such Affiliated Lender and the effective
date of any Affiliated Lender Purchase by such Affiliated Lender, to the
Administrative Agent and each Lender that it is not in possession of any
information with respect to any Loan Party or any of the Obligations that (x) has
not been disclosed by or on behalf of the Loan Parties either (1) publicly,
(2) to the Lenders generally or (3) otherwise been posted to that
portion of the Intralinks site for the credit facilities that has been
designated for “private-side” Lenders and (y) would reasonably be expected
to have a material positive effect on the market price of the Loans or
otherwise be material for purposes of United States Federal and state
securities laws.


 


(iii)          Each Affiliated Lender agrees that, notwithstanding
anything herein or in any of the other Loan Documents to the contrary, with
respect to any Affiliated Lender Purchase, it shall have no right whatsoever,
whether or not any Loan Party is subject to a bankruptcy or other insolvency
proceeding, to (a) consent to any amendment, modification, waiver, consent
or other such action with respect to any of the terms of this Agreement or any
other Loan Document; rather, all Loans and Commitments held by such Affiliated
Lender shall be automatically voted pro rata according to all other votes with
respect to the Loans and Commitments of all other Lenders (other than any
Affiliated Lender) cast by such other Lenders in connection with any such
amendment, modification, waiver, consent or other action, (b) require any
Agent or other Lender to undertake any action (or refrain from taking any
action) with respect to this Agreement or any other Loan Document, (c) otherwise
vote on any matter related to this Agreement or any other Loan Document; rather
any Loans held by an Affiliated Lender shall be automatically voted pro rata
according to the votes with respect to the Loans and Commitments of all other
Lenders in the aggregate (other than any Affiliated Lender), (d) attend any
meeting in its capacity as a Lender with any Agent or other Lender or receive
any information in its capacity as a Lender from any Agent or other Lender, (e) to
have access to any communications on Intralinks or a substantially similar
electronic transmission system, or (f) make or bring any claim, in its
capacity as Lender, against the Administrative Agent or any Lender with respect
to the duties and obligations of such Person under this Agreement and the other
Loan Documents.


 


(iv)          At the time an Affiliated Lender is making purchases of
Term Loans pursuant to a Dutch Auction it shall enter into an agreement with
the Administrative Agent for the benefit of the Administrative Agent and the
Lenders, setting forth the agreements, representations and warranties set forth
in this clause (k) that are applicable to it, in a manner reasonably
satisfactory to the Administrative Agent.”


 


(o)   Amendment
to Exhibit E. Exhibit E (Assignment and Assumption Agreement)
of the Credit Agreement is hereby amended by inserting the following provision
to the end of Annex I of the Assignment and Assumption Agreement:


 


“4.           [To be included in this Assignment only in the case of an assignment by
a Lender that is not an Affiliated Lender to an Affiliated Lender:  The Assignee (x) represents and warrants
to the Administrative Agent and its Affiliates and each Lender that, it is not
in possession of any information with respect to any Loan Party or any of the
Obligations that (i) has not been disclosed by or on behalf of the Loan
Parties either (1) publicly, (2) to the Lenders generally or (3) otherwise
been posted to that portion of the Intralinks site for the credit facilities
that has been designated for “private-side” Lenders and (ii) would
reasonably be expected to have a material positive effect on the market price
of the Loans or otherwise be material for purposes of United States Federal and
state securities laws and (y) agrees to be bound, on behalf of itself and
its successors and assigns, by the provisions of Section 9.6(k) of
the Credit Agreement and the definition of “Eligible Assignee” set forth in the
Credit Agreement.]”.


 


10

















 


SECTION 3.           Amendment
to Amended and Restated Guaranty and Collateral Agreement.  Each of the Lenders hereby consents to, and
authorizes the Borrower, each Guarantor and the Administrative Agent to enter
into an amendment to the Guaranty and Collateral Agreement amending subsection
6.4(ii) thereof to insert immediately after the phrase “(y) the
amount of drawings honored by Issuing Banks under a Letter of Credit for which
Issuing Bank has not then been reimbursed by any Lender or Borrower” set forth
therein, the phrase “and (z) the amount of any Swingline Loans made by the
Swingline Lender for which the Swingline Lender has not then been repaid by the
Borrower or the Lenders”.


 


SECTION 4.Acknowledgement of Reimbursement Obligation.  The
Borrower acknowledges that the costs and expenses of the Agents and its
Affiliates for which it is responsible under Section 9.2 of the Credit
Agreement include, without limitation, all actual and reasonable costs and
expenses arising out of or relating to the Credit Agreement, the other Loan
Documents and this Amendment (including reasonable fees and expenses of counsel
to the Agents).  Without limiting the
generality of the foregoing, the Borrower agrees to pay all invoices and
statements for such costs and expenses submitted to the Borrower by the Agents
or their Affiliates or directly submitted to the Borrower by any such legal
counsel promptly after receipt of such invoices and statements by the
Borrower.  The Borrower further agrees to
pay all expenses of the Agents (including reasonable fees and expenses of
counsel to the Agents) arising in connection with any Dutch Auction.


 


SECTION 5.           Conditions
to Effectiveness of this Amendment. 
This Amendment shall become effective when all the conditions set forth
in this Section 5 shall have been satisfied (provided that such conditions
are satisfied no later than January 20, 2009) (the date such conditions
are satisfied being the “First Amendment Effective Date”).


 


(a)           Execution of Counterparts. The
Administrative Agent shall have received (i) counterparts of this
Amendment executed by the Borrower, Holdings and each Guarantor and (ii) Acknowledgment
and Consents, in the form attached hereto as Exhibit A,
duly executed by the Requisite Lenders.


 


(b)           Completion of Proceedings. All
partnership, corporate and other proceedings taken or to be taken in connection
with approval of this Amendment and the transactions contemplated hereby and
all documents incidental thereto shall be satisfactory in form and substance to
Administrative Agent and its counsel, and Administrative Agent and such counsel
shall have received all such counterpart originals or certified copies of such
documents as Administrative Agent may reasonably request.


 


(c)           Payment of Fees and Expenses.  The Borrower shall have paid all fees agreed
to among the Agents or any of their Affiliates and the Borrower and all the
actual and reasonable costs and expenses relating to this Amendment and any
associated Loan Documents, including the reasonable fees, expenses and
disbursements of Skadden, Arps, Slate, Meagher & Flom LLP, as counsel
for the Agents, in connection with the negotiation, preparation, execution and
administration of this Amendment and for all services related to any of the
Loan Documents from and after the Closing Date.


 


(d)           Legal Opinion.  The Administrative Agent shall have received
an originally executed copy of the favorable written opinion of Hogan &
Hartson L.L.P., counsel for the Loan Parties and Holdings, in form and
substance reasonably satisfactory to the Administrative Agent covering such
matters related to this Amendment and the other Loan Documents as the
Administrative Agent may request.


 


(e)           Amendment Fee.  Borrower shall have paid to the
Administrative Agent, for the account of each Lender who executes and
delivers this Amendment prior to 3:00 p.m. New York time on January 16,
2009, an amendment fee in the amount of 0.50% of such Lender’s aggregate Term
Loan Exposure and Revolving Loan Exposure under the Credit Agreement on such
date.  The amendment fee will be paid to
the Administrative Agent for distribution to such Lenders on the execution of
this Amendment.


 


11
















 


SECTION 6.     Representations and Warranties.  Each
Loan Party and Holdings represents and warrants as follows:


 


(a)          Power; Authorization; Enforceable
Obligations. Each Loan Party and Holdings has the requisite power and
authority, and the legal right, to enter into this Amendment. Each Loan Party
and Holdings has taken all necessary corporate or other organizational action
to authorize the execution, delivery and performance of this Amendment. This
Amendment constitutes a legal, valid and binding obligation of Holdings and
each Loan Party signatory thereto, enforceable against Holdings and each such
Loan Party in accordance with its terms, except as enforceability may be limited
by applicable bankruptcy, insolvency, reorganization, moratorium or similar laws
affecting the enforcement of creditors’ rights generally and by general
equitable principles (whether enforcement is sought by proceedings in equity or
at law).  The Credit Agreement, as
amended by this Amendment, constitutes a legal, valid and binding obligation of
the Borrower, enforceable against the Borrower in accordance with its terms,
except as enforceability may be limited by applicable bankruptcy, insolvency,
reorganization, moratorium or similar laws affecting the enforcement of
creditors’ rights generally and by general equitable principles (whether
enforcement is sought by proceedings in equity or at law).


 


(b)          No Legal Bar. The execution,
delivery and performance of this Amendment will not violate any Requirement of
Law or any material Contractual Obligation of Borrower or any of its
Subsidiaries and will not result in, or require, the creation or imposition of
any Lien on any of their respective properties or revenues 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 each Loan Party and
Holdings set forth in the Loan Documents are true and correct in all material
respects on and as of the date hereof to the same extent as though made on and
as of the date hereof, except to the extent such representations and warranties
specifically relate to an earlier date, in which case such representations and
warranties shall have been true and correct in all material respects on and as
of such earlier date.


 


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


 


SECTION 7.  Validity of Obligations and
Liens.


 


(a)          Validity of Obligations.  The Borrower acknowledges and agrees that, as
of the date hereof, the Borrower is indebted to the Lenders and the Agents for
the Obligations, without defense, counterclaim or offset of any kind and the
Borrower hereby ratifies and reaffirms the validity, enforceability and binding
nature of such Obligations; provided, that
no representation is made pursuant to this clause (a) with respect to any
claims that may exist against Lehman Brothers or any affiliates thereof.


 


(b)          Validity of Guarantees.


 


(i)         Each Guarantor hereby (i) acknowledges
and agrees to the terms of this Amendment and (ii) confirms and agrees
that notwithstanding the effectiveness of this Amendment, the Guaranty and
Collateral Agreement is, and shall continue to be, in full force and effect and
the Guaranty and Collateral Agreement is hereby ratified and confirmed in all
respects, except that, on and after the effectiveness of this Amendment, each
reference in the Guaranty and Collateral Agreement to the “Credit Agreement”, “thereunder”,
“thereof” or words of like import shall mean and be a reference to the Credit
Agreement, as amended by this Amendment.


 


(ii)        Holdings, as a Guarantor (as defined in
the Guaranty and Pledge Agreement) under the Guaranty and Pledge Agreement
hereby (i) acknowledges and agrees to the terms of this 


 


12

















 


Amendment and (ii) confirms
and agrees that notwithstanding the effectiveness of this Amendment, the
Guaranty and Pledge Agreement is, and shall continue to be, in full force and
effect and the Guaranty and Pledge Agreement is hereby ratified and confirmed
in all respects, except that, on and after the effectiveness of this Amendment,
each reference in the Guaranty and Pledge Agreement to the “Credit Agreement”, “thereunder”,
“thereof” or words of like import shall mean and be a reference to the Credit
Agreement, as amended by this Amendment.


 


(c)           Validity of Liens and Loan
Documents.  Each Loan Party and
Holdings ratifies and reaffirms the validity and enforceability (without
defense, counterclaim or offset of any kind) of the Liens and security
interests granted to secure any of the Obligations by any Loan Party and
Holdings to the Administrative Agent, for the benefit of the Secured Parties,
pursuant to the Loan Documents to which any Loan Party or Holdings is a party
and hereby confirms and agrees that notwithstanding the effectiveness of this
Amendment, and except as expressly amended by this Amendment, each Loan
Document is, and shall continue to be, in full force and effect and each is
hereby ratified and confirmed in all respects, except that, on and after the
effectiveness of this Amendment, each reference in the Loan Documents to the “Credit
Agreement”, “thereunder”, “thereof” or words of like import shall mean and be a
reference to the Credit Agreement as amended by this Amendment.


 


SECTION 8.    Disclosure of
Amendment Information.  The Borrower
agrees for the benefit of the Lenders that no later than the date that is the
earlier of (x) the date that is the second business day following the
First Amendment Effective Date and (y) January 30, 2009, the Borrower
shall take any actions (or cause its Affiliates to take any actions) that may
be necessary under United States Federal and state securities laws to make this
Amendment and other information and materials pertaining to this Amendment
distributed to Lenders (other than projections and other forward looking
information) as information that is either (i) publicly available or (ii) not
material with respect to the Borrower and its subsidiaries or Affiliates or any
of its or their respective securities for purposes of United States Federal and
state securities laws.


 


SECTION 9. Governing Law.  This
Amendment shall be governed by, and shall be construed and enforced in
accordance with, the laws of the State of New York.


 


SECTION 10.   Execution in
Counterparts. 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 this Amendment by telecopier or electronic image scan
transmission (e.g., PDF via electronic mail) shall be effective as delivery of
an original executed counterpart of this Amendment.


 


SECTION 11.  Continuing Effectiveness.
Except as modified by this Amendment, the Credit Agreement shall remain in full
force and effect and is hereby ratified and confirmed in all respects and this
Amendment shall be a Loan Document for all purposes, and references in the
Credit Agreement to “the date hereof” and “the date of this Agreement” and
phrases of similar import, shall in all instances be references to, and
continue to refer to, October 27, 2006, and not the date of this
Amendment. This Amendment shall not constitute an amendment or waiver of any
provision of the Credit Agreement not expressly referred to herein and shall
not be construed as an amendment, waiver or consent to any action on the part
of the Borrower, Holdings or any other Loan Party that would require an
amendment, waiver or consent of any of the Lenders or the Administrative Agent except
as expressly stated herein.


 


SECTION 12.  Severability.  In case any provision in or obligation under
this Amendment 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.


 


13

















 


SECTION 13.  Integration.  This Amendment, the Credit Agreement, the other
Loan Documents and any separate letter agreements among the Borrower and the
Administrative Agent or its affiliates relating to this Amendment or with
respect to fees payable to the Administrative Agent (or its affiliates)
constitute the entire contract among the parties relating to the subject matter
hereof and supersede any and all previous agreements and understandings, oral
or written, relating to the subject matter hereof.


 


SECTION 14.WAIVER OF JURY TRIAL.  EACH PARTY HERETO HEREBY
WAIVES, TO THE FULLEST EXTENT PERMITTED BY APPLICABLE LAW, ANY RIGHT IT MAY HAVE
TO A TRIAL BY JURY IN ANY LEGAL PROCEEDING DIRECTLY OR INDIRECTLY ARISING OUT
OF OR RELATING TO THIS AMENDMENT, ANY OTHER LOAN DOCUMENT OR THE TRANSACTIONS
CONTEMPLATED HEREBY (WHETHER BASED ON CONTRACT, TORT OR ANY OTHER THEORY).  EACH PARTY HERETO (A) CERTIFIES THAT NO
REPRESENTATIVE, AGENT OR ATTORNEY OF ANY OTHER PARTY HAS REPRESENTED, EXPRESSLY
OR OTHERWISE, THAT SUCH OTHER PARTY WOULD NOT, IN THE EVENT OF LITIGATION, SEEK
TO ENFORCE THE FOREGOING WAIVER AND (B) ACKNOWLEDGES THAT IT AND THE OTHER
PARTIES HERETO HAVE BEEN INDUCED TO ENTER INTO THIS AMENDMENT BY, AMONG OTHER
THINGS, THE MUTUAL WAIVERS AND CERTIFICATIONS IN THIS SECTION.


 


SECTION 15.Headings.  Section and
subsection headings in this Amendment are included herein for convenience of
reference only and shall not constitute a part of this Amendment for any other
purpose or be given any substantive effect.


 


SECTION 16.Successors and Assigns.  This
Amendment shall be binding upon and inure to the benefit of the Borrower and
its successors and assigns, and upon the Agents and the Lenders and each of
their respective successors and assigns. 
The Borrower’s rights and obligations hereunder and any interest therein
may not be assigned or delegated by the Borrower without the prior written
consent of all Lenders.


 


[signature pages follow]


 


14

















 


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.


 


 


	
   

  	
  BORROWER:

  
	
   

  	
   

  
	
   

  	
  REGAL
  CINEMAS CORPORATION

  
	
   

  	
   

  
	
   

  	
   

  
	
   

  	
  By:

  	
  /s/
  AMY MILES

  
	
   

  	
  Name:
  Amy Miles

  
	
   

  	
  Title:
  Executive Vice President and Chief Financial Officer

  



 


[Regal Cinemas Corporation - First Amendment
to Fifth Amended and Restated Credit Agreement]


 

















 


	
   

  	
  GUARANTORS:

  
	
   

  	
   

  
	
   

  	
  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

  
	
   

  	
   

  
	
   

  	
  REGAL ENTERTAINMENT HOLDINGS, INC.

  
	
   

  	
   

  
	
   

  	
  By:

  	
  /s/
  AMY MILES

  
	
   

  	
  Name:
  Amy Miles

  
	
   

  	
  Title:
  Executive Vice President and Chief Financial Officer

  



 


[Regal Cinemas Corporation - First Amendment
to Fifth Amended and Restated Credit Agreement]


 

















 


	
   

  	
   

  	
  ADMINISTRATIVE  AGENT:

  
	
   

  	
   

  	
   

  
	
   

  	
   

  	
  CREDIT
  SUISSE, CAYMAN ISLANDS BRANCH,

  
	
   

  	
   

  	
  as Administrative Agent
  and as a Lender

  
	
   

  	
   

  	
   

  
	
   

  	
   

  	
   

  
	
   

  	
   

  	
  By:

  	
  /s/ BILL O’DALY

  
	
   

  	
   

  	
   

  	
  Name: Bill O’Daly

  
	
   

  	
   

  	
   

  	
  Title: Director

  
	
   

  	
   

  	
   

  
	
   

  	
   

  	
   

  
	
   

  	
   

  	
  By:

  	
  /s/ MIKHAIL FAYBUSOVICH

  
	
   

  	
   

  	
   

  	
  Name: Mikhail Faybusovich

  
	
   

  	
   

  	
   

  	
  Title:
  Vice President

  



 


[Regal Cinemas Corporation - First Amendment
to Fifth Amended and Restated Credit Agreement]


 
















 


EXHIBIT A

Form of Acknowledgment and Consent


 


	
  To:

  	
  Credit
  Suisse, Cayman Islands Branch

  
	
   

  	
  Eleven
  Madison Avenue

  
	
   

  	
  New
  York, NY 10010

  
	
   

  	
  Attention:
  Agency Group

  
	
   

  	
   

  
	
  Re:

  	
  Consent
  to Regal Cinemas Corporation, First Amendment to Fifth Amended and Restated
  Credit Agreement

  



 


Ladies and Gentlemen:


 


Reference is hereby made to (i) the Fifth Amended
and Restated Credit Agreement, dated as of October 27, 2006 (the “Credit Agreement”), among Regal
Cinemas Corporation, a Delaware corporation, the several banks and other
financial institutions or entities party thereto as lenders, and Credit Suisse,
Cayman Islands Branch, as administrative
agent, and Credit Suisse Securities (USA) LLC, as sole lead arranger and sole
book runner and (ii) the First Amendment to the Credit Agreement in the
form posted by the Administrative Agent via Intralinks, Syndtrak or a
substantially similar electronic transmission system (the “First
Amendment”).


 


The undersigned, in its capacity as a Lender under the
Credit Agreement, hereby acknowledges and consents to the First Amendment and
authorizes Credit Suisse, Cayman Islands Branch, in its capacity as
Administrative Agent under the Credit Agreement, to execute the First Amendment
on behalf of the undersigned.


 


 


	
   

  	
   

  
	
   

  	
   

  
	
   

  	
   

  
	
   

  	
  By:

  	
   

  
	
   

  	
  Name:

  	
   

  
	
   

  	
  Title:

  	
   

  
				



 


[Regal Cinemas Corporation - First Amendment to Fifth Amended and
Restated Credit Agreement]