Exhibit 4.2
FIRST AMENDMENT
TO
AMENDED AND RESTATED GUARANTY
AND COLLATERAL AGREEMENT
This FIRST AMENDMENT TO AMENDED
AND RESTATED GUARANTY AND COLLATERAL AGREEMENT (this “
Amendment ”), dated as of January 20, 2009, is
entered into among REGAL CINEMAS CORPORATION , a Delaware
corporation (the “ Borrower ”), the
GRANTORS party to the Guaranty and Collateral Agreement (as
defined below) (the “ Grantors ”), and CREDIT
SUISSE, CAYMAN ISLANDS BRANCH , as administrative agent (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 a party thereto entered
into the Fifth Amended and Restated Credit Agreement, dated as of
October 27, 2006 (as amended by the First Amendment to the
Credit Agreement referred to below, the “ Credit
Agreement ”); and
WHEREAS , the Borrower, the Grantors, the Administrative
Agent, and the Lenders have entered into the First Amendment to the
Fifth Amended and Restated Credit Agreement, dated as of
January 20, 2009 (the “ First Amendment to the Credit
Agreement ”); and
WHEREAS , the Borrower, the Grantors and the
Administrative Agent are party to the Amended and Restated Guaranty
and Collateral Agreement, dated as of May 10, 2004 (as
amended, amended and restated, supplemented or otherwise modified
prior to the date hereof, the “ Guaranty and Collateral
Agreement ”); and
WHEREAS , the Borrower and the Grantors have requested
that Administrative Agent, and the Lenders have authorized the
Administrative Agent, to make certain amendments to the Guaranty
and Collateral 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 is 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 Guaranty and Collateral Agreement and the
Credit Agreement, as applicable.
SECTION 2.
Amendment to Guaranty and
Collateral Agreement . Subsection 6.4(ii) of the
Guaranty and Collateral Agreement is hereby amended by inserting
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 3.
Conditions to Effectiveness of
this Amendment .
This Amendment shall become effective when all the conditions set
forth in this Section 3 shall have been satisfied.
(a)
Execution of
Counterparts . The
Administrative Agent shall have received counterparts of this
Amendment executed by each Grantor.
(b)
Effectiveness of First Amendment
to the Credit Agreement . The First Amendment to the Credit
Agreement shall have become effective in accordance with its
terms.
SECTION 4.
Representations and
Warranties . Each
Grantor represents and warrants as follows:
