-----BEGIN PRIVACY-ENHANCED MESSAGE----- Proc-Type: 2001,MIC-CLEAR Originator-Name: webmaster@www.sec.gov Originator-Key-Asymmetric: MFgwCgYEVQgBAQICAf8DSgAwRwJAW2sNKK9AVtBzYZmr6aGjlWyK3XmZv3dTINen TWSM7vrzLADbmYQaionwg5sDW3P6oaM5D3tdezXMm7z1T+B+twIDAQAB MIC-Info: RSA-MD5,RSA, PWb7N/pua7t1jv+vMNHFUZzFRyHEvVaIQsp5GNYJPd4kiogyOvwk447WalB29+Oo rIRwMRXTbMSOWWnPJw2BTw== 0000950144-97-009249.txt : 19970815 0000950144-97-009249.hdr.sgml : 19970815 ACCESSION NUMBER: 0000950144-97-009249 CONFORMED SUBMISSION TYPE: 8-K PUBLIC DOCUMENT COUNT: 8 CONFORMED PERIOD OF REPORT: 19970814 ITEM INFORMATION: Acquisition or disposition of assets ITEM INFORMATION: Other events ITEM INFORMATION: Financial statements and exhibits FILED AS OF DATE: 19970814 SROS: NASD FILER: COMPANY DATA: COMPANY CONFORMED NAME: REGAL CINEMAS INC CENTRAL INDEX KEY: 0000905035 STANDARD INDUSTRIAL CLASSIFICATION: SERVICES-MOTION PICTURE THEATERS [7830] IRS NUMBER: 621412720 STATE OF INCORPORATION: TN FISCAL YEAR END: 0102 FILING VALUES: FORM TYPE: 8-K SEC ACT: 1934 Act SEC FILE NUMBER: 000-21772 FILM NUMBER: 97662877 BUSINESS ADDRESS: STREET 1: 7132 COMMERCIAL PARK DR CITY: KNOXVILLE STATE: TN ZIP: 37918 BUSINESS PHONE: 4239221123 MAIL ADDRESS: STREET 1: 7132 COMMERCIAL PARK DR CITY: KNOXVILLE STATE: TN ZIP: 37918 8-K 1 REGAL CINEMAS, INC. FORM 8-K 1 SECURITIES AND EXCHANGE COMMISSION WASHINGTON, D.C. 20549 FORM 8-K CURRENT REPORT Pursuant to Section 13 or 15(d) of the Securities Exchange Act of 1934 Date of Report (Date of earliest event reported): August 14, 1997 (July 31, 1997) REGAL CINEMAS, INC. - -------------------------------------------------------------------------------- (Exact name of registrant as specified in its charter) Tennessee 0-21772 62-1412720 - ---------------------------- ------------ ------------------- (State or other jurisdiction (Commission (I.R.S. Employer of incorporation) File Number) Identification No.) 7132 Commercial Park Drive, Knoxville, Tennessee 37918 - ------------------------------------------------ ------------------- (Address of principal executive offices) (Zip Code) Registrant's telephone number, including area code: (423) 922-1123 Not Applicable - -------------------------------------------------------------------------------- (Former name or former address, if changed since last report) 2 Item 2. Acquisition or Disposition of Assets. On July 31, 1997, Regal Cinemas, Inc. (the "Company") announced the completion of the acquisition of the business of Cobb Theatres, L.L.C. ("Cobb Theatres") through the mergers of three of the Company's wholly-owned subsidiaries with and into R.C. Cobb, Inc. ("Cobb I"), Cobb Theatres II, Inc. ("Cobb II") and Cobb Finance Corp. ("Cobb III"), each an Alabama corporation and wholly-owned subsidiary of Cobb Theatres and the acquisition by the Company of all the partnership interests of Tricob Partnership (the "Partnership"), a general partnership, in accordance with the terms of an Agreement and Plan of Merger dated June 11, 1997. The transaction was accounted for as a pooling of interests. The aggregate consideration paid by the Company was 2,837,594 shares of the Company's Common Stock. The consideration was determined through arm's-length negotiations among the Company, Cobb Theatres and the Partnership. In connection with the mergers, the Company also assumed approximately $110 million of liabilities, including $85 million aggregate principal amount outstanding of 10-5/8% Senior Secured Notes due 2003 (the "Notes") issued pursuant to the terms of an Indenture dated March 6, 1996, as amended (the "Indenture"), among Cobb Theatres, Cobb I, Cobb II, Cobb III and IBJ Schroder Bank & Trust Company, as Trustee. Item 5. Other Events. On August 14, 1997, the Company announced the commencement of a tender offer for all of the Notes. Concurrently with the tender offer, the Company is conducting a consent solicitation in order to effect certain changes to the Indenture. The tender offer and consent solicitation are subject to the terms and conditions set forth in documentation which has been sent to holders of the Notes. Item 7. Financial Statements, Pro Forma Information and Exhibits. (a) & (b) Financial Statements of Business Acquired and Pro Forma Financial Information. The Registrant believes that (i) it is impracticable prior to the filing of this Current Report on Form 8-K to complete preparation of the financial statements required to be filed pursuant to Rule 3-05 of Regulation S-X and the pro forma financial information required to be filed pursuant to Article 11 of Regulation S-X, and (ii) such information will be available, and will be filed by the Registrant with the Securities and Exchange Commission as promptly as practicable, within 60 days after this Current Report on Form 8-K is required to be filed. 2 3 (c) Exhibits. 2.1 Agreement and Plan of Merger, dated June 11, 1997, by and among Regal Cinemas, Inc., Regal Acquisition Corporation, RAC Corporation, RAC Finance Corp., Cobb Theatres, L.L.C., R. C. Cobb, Inc., Cobb Theatres II, Inc., Cobb Finance Corp. and Tricob Partnership (incorporated by reference to Cobb Theatres, L.L.C.'s Quarterly Report on Form 10-Q for the quarterly period ended May 31, 1997, as filed with the Commission on July 15, 1997) (Pursuant to Item 601(b)(2) of Regulation S-K, the schedules to this agreement were omitted, but will be provided supplementally to the Commission upon request.). 2.2 Agreement and Waiver dated July 31, 1997, by an among Regal Cinemas, Inc., Regal Acquisition Corporation, RAC Corporation, RAC Finance Corp., Cobb Theatres, L.L.C., R.C. Cobb, Inc., Cobb Theatres II, Inc., Cobb Finance Corp. and Tricob Partnership. 10.1 Seventh Amendment to Second Amended and Restated Loan Agreement dated July 30, 1997. 10.2 Indenture dated March 6, 1996 among Cobb Theatres, L.L.C., R.C. Cobb, Inc., Cobb Theatres II, Inc., Cobb Finance Corp. and IBJ Schroder Bank & Trust Company (incorporated by reference to Exhibit (4)-1 to Cobb Theatres, L.L.C.'s Registration Statement on Form S-4 as filed with the Commission on June 7, 1996 (Registration No. 333-02724)). 10.3 First Supplemental Indenture dated August 30, 1996 among Cobb Theatres, L.L.C., Cobb Finance Corp., R. C. Cobb, Inc., Cobb Theatres II, Inc. and IBJ Schroder Bank & Trust Company. 10.4 Second Supplemental Indenture dated July 30, 1997 among Cobb Theatres, L.L.C., Cobb Finance Corp., R. C. Cobb, Inc., Cobb Theatres II, Inc. and IBJ Schroder Bank & Trust Company. 10.5 Third Supplemental Indenture dated July 31, 1997 among Cobb Theatres, L.L.C., Cobb Finance Corp., R. C. Cobb, Inc., Cobb Theatres II, Inc., Regal Cinemas, Inc. and IBJ Schroder Bank & Trust Company (Pursuant to Item 601(b)(2) of Regulation S-K, the schedules to this agreement are omitted, but will be provided supplementally to the Commission upon request.). 99.1 Press Release 99.2 Press Release 3 4 SIGNATURES Pursuant to the requirements of the Securities Exchange Act of 1934, the Registrant has duly caused this report to be signed on its behalf by the undersigned hereunto duly authorized. REGAL CINEMAS, INC. Date: August 14, 1997 By: /s/ Lewis Frazer III ------------------------------------ Lewis Frazer III Executive Vice President and Chief Financial Officer 5 EXHIBIT INDEX 2.1 Agreement and Plan of Merger, dated June 11, 1997, by and among Regal Cinemas, Inc., Regal Acquisition Corporation, RAC Corporation, RAC Finance Corp., Cobb Theatres, L.L.C., R. C. Cobb, Inc., Cobb Theatres II, Inc., Cobb Finance Corp. and Tricob Partnership (incorporated by reference to Cobb Theatres, L.L.C.'s Quarterly Report on Form 10-Q for the quarterly period ended May 31, 1997, as filed with the Commission on July 15, 1997) (Pursuant to Item 601(b)(2) of Regulation S-K, the schedules to this agreement were omitted, but will be provided supplementally to the Commission upon request.). 2.2 Agreement and Waiver dated July 31, 1997, by an among Regal Cinemas, Inc., Regal Acquisition Corporation, RAC Corporation, RAC Finance Corp., Cobb Theatres, L.L.C., R.C. Cobb, Inc., Cobb Theatres II, Inc., Cobb Finance Corp. and Tricob Partnership. 10.1 Seventh Amendment to Second Amended and Restated Loan Agreement dated July 30, 1997. 10.2 Indenture dated March 6, 1996 among Cobb Theatres, L.L.C., R.C. Cobb, Inc., Cobb Theatres II, Inc., Cobb Finance Corp. and IBJ Schroder Bank & Trust Company (incorporated by reference to Exhibit (4)-1 to Cobb Theatres, L.L.C.'s Registration Statement on Form S-4 as filed with the Commission on June 7, 1996 (Registration No. 333-02724)). 10.3 First Supplemental Indenture dated August 30, 1996 among Cobb Theatres, L.L.C., Cobb Finance Corp., R. C. Cobb, Inc., Cobb Theatres II, Inc. and IBJ Schroder Bank & Trust Company. 10.4 Second Supplemental Indenture dated July 30, 1997 among Cobb Theatres, L.L.C., Cobb Finance Corp., R. C. Cobb, Inc., Cobb Theatres II, Inc. and IBJ Schroder Bank & Trust Company. 10.5 Third Supplemental Indenture dated July 31, 1997 among Cobb Theatres, L.L.C., Cobb Finance Corp., R. C. Cobb, Inc., Cobb Theatres II, Inc., Regal Cinemas, Inc. and IBJ Schroder Bank & Trust Company (Pursuant to Item 601(b)(2) of Regulation S-K, the schedules to this agreement are omitted, but will be provided supplementally to the Commission upon request.). 99.1 Press Release 99.2 Press Release EX-2.2 2 AGREEMENT AND WAIVER 1 EXHIBIT 2.2 AGREEMENT AND WAIVER THIS AGREEMENT AND WAIVER ("Agreement") is entered into this 31st day of July, 1997, by and among, Regal Cinemas, Inc., a Tennessee corporation ("Regal"), Regal Acquisition Corporation, an Alabama corporation ("Merger Sub I"), RAC Corporation, an Alabama corporation ("Merger Sub II"), RAC Finance Corp., an Alabama corporation ("Merger Sub III"), Cobb Theatres, L.L.C., an Alabama limited liability company ("Cobb Theatres"), R.C. Cobb, Inc., an Alabama corporation ("Cobb I"), Cobb Theatres II, Inc., an Alabama corporation ("Cobb II"), Cobb Finance Corp., an Alabama corporation ("Cobb III") and Tricob Partnership, a general partnership (the "Partnership"). WITNESSETH: WHEREAS, Regal, Merger Sub I, Merger Sub II, Merger Sub III, Cobb Theatres, Cobb I, Cobb II, Cobb III and the Partnership are all parties to that certain Agreement and Plan of Merger dated June 11, 1997. WHEREAS, Section 7.3 of the Merger Agreement provides that Regal will use its best efforts to elect a nominee of Cobb Theatres to serve as a member of Regal's Board of Directors, and WHEREAS, the parties hereto desire to waive such covenant. NOW THEREFORE, in consideration of the premises hereof and of the mutual promises and agreements contained herein, the parties hereto, intending to be legally bound, hereby agree as follows: AGREEMENT: 1. Cobb Theatres, Cobb I, Cobb II, Cobb III and the Partnership hereby waive compliance by Regal with Section 7.3 of the Merger Agreement, and the Agreement shall be deemed to be amended to remove such section from the Merger Agreement. 2 IN WITNESS WHEREOF, the undersigned have executed this Agreement on the day and year first set forth above. REGAL CINEMAS, INC. By: -------------------------------- Title: ----------------------------- REGAL ACQUISITION CORPORATION By: -------------------------------- Title: ----------------------------- RAC CORPORATION By: -------------------------------- Title: ----------------------------- RAC FINANCE CORP. By: -------------------------------- Title: ----------------------------- COBB THEATRES, L.L.C. By: -------------------------------- Title: ----------------------------- 3 R.C. COBB, INC. By: -------------------------------- Title: ----------------------------- COBB THEATRES II, INC. By: -------------------------------- Title: ----------------------------- COBB FINANCE CORP. By: -------------------------------- Title: ----------------------------- TRICOB PARTNERSHIP By: -------------------------------- Title: ----------------------------- EX-10.1 3 RESTATED LOAN AGREEMENT 1 EXHIBIT 10.1 SEVENTH AMENDMENT TO SECOND AMENDED AND RESTATED LOAN AGREEMENT THIS SEVENTH AMENDMENT TO SECOND AMENDED AND RESTATED LOAN AGREEMENT (the "Seventh Amendment"), is made and entered into as of the 31st day of July, 1997, by and among (i) REGAL CINEMAS, INC., a Tennessee corporation with principal office and place of business in Knoxville, Tennessee (the "Borrower"), (ii)(a) PNC BANK, KENTUCKY, INC., a Kentucky banking corporation with principal office and place of business in Louisville, Kentucky ("PNC"), (b) BANK BOSTON, N.A., a national banking association with principal office and place of business in Boston, Massachusetts ("Bank Boston"), (c) FIRST UNION NATIONAL BANK OF TENNESSEE, a national banking association with principal office and place of business in Nashville, Tennessee ("First Union"), (d) FIRST AMERICAN NATIONAL BANK, a national banking association with principal office and place of business in Knoxville, Tennessee ("First American"), (e) THE SUMITOMO BANK, LIMITED, CHICAGO BRANCH, a Japanese banking corporation maintaining an office in Chicago, Illinois ("Sumitomo"), in its capacity as the assignee and successor in interest to The Daiwa Bank, Limited ("Daiwa"), (f) NATIONSBANK OF TENNESSEE, N.A., a national banking association with principal office and place of business in Knoxville Tennessee ("NationsBank"), and (g) WACHOVIA BANK, N.A., a national banking association with an office and place of business in Atlanta, Georgia ("Wachovia") (PNC, Bank Boston, First Union, First American, Sumitomo, NationsBank and Wachovia is each hereinafter individually referred to as a "Bank," and all of the same are hereinafter collectively referred to as the "Banks"), (iii) PNC BANK, KENTUCKY, INC., in its capacity as agent for the Banks (in such capacity, the "Agent"), and (iv) BANK BOSTON, N.A., in its capacity as Lead Manager. PRELIMINARY STATEMENT: A. Pursuant to that certain Second Amended and Restated Loan Agreement dated as of July 7, 1993, among the Borrower, PNC, Bank Boston, First Union, First American, Daiwa and NationsBank (collectively, the "Original Banks"), the Agent and Bank Boston, in its capacity as Lead Manager, as amended pursuant to (i) that certain First Amendment to Second Amended and Restated Loan Agreement dated as of May 6, 1994, among the Borrower, the Original Banks and the Agent (the "First Amendment"), (ii) that certain Second Amendment to Second Amended and Restated Loan Agreement dated as of June 15, 1994, among the Borrower, the Original Banks 2 and the Agent, (iii) that certain Third Amendment to Second Amended and Restated Loan Agreement dated as of March 31, 1995, among the Borrower, the Original Banks and the Agent (the "Third Amendment"), (iv) that certain Fourth Amendment to Second Amended and Restated Loan Agreement dated as of November 30, 1995, among the Borrower, the Banks and the Agent, (v) that certain Fifth Amendment to Second Amended and Restated Loan Agreement dated as of May 31, 1996, among the Borrower, the Banks and the Agent, and (vi) that certain Sixth Amendment to Second Amended and Restated Loan Agreement dated as of September 30, 1997, among the Borrower, the Banks and the Agent (collectively, the "Loan Agreement"), the Banks have established a reducing revolving credit facility in the principal amount of One Hundred Fifty Million Dollars ($150,000,000.00) (the "Reducing Revolver") in favor of the Borrower upon the terms and conditions set forth in the Loan Agreement. B. Pursuant to that certain Agreement and Plan of Merger dated as of June 11, 1997, among the Borrower, Regal Acquisition Corporation, an Alabama corporation, RAC Corporation, an Alabama corporation, RAC Finance Corp., an Alabama corporation, Cobb Theatres, L.L.C., an Alabama limited liability company, R.C. Cobb, Inc., an Alabama corporation, Cobb Theatres II, Inc., an Alabama corporation, Cobb Finance Corp., an Alabama corporation, and Tricob Partnership, a general partnership (the "Cobb Merger Agreement"), (i) Regal Acquisition Corporation will be merged with and into R.C. Cobb, Inc., with R.C. Cobb, Inc. being the surviving corporation and a wholly-owned subsidiary of the Borrower, (ii) RAC Corporation will be merged with and into Cobb Theatres II, Inc., with Cobb Theatres II, Inc. being the surviving corporation and a wholly-owned subsidiary of the Borrower, (iii) RAC Finance Corp. will be merged with and into Cobb Finance Corp., with Cobb Finance Corp. being the surviving corporation and a wholly-owned subsidiary of the Borrower, and (iv) the Borrower shall acquire from the partners of Tricob Partnership all of the partnership interests in Tricob Partnership, with Tricob becoming a wholly-owned partnership of the Borrower. C. The Borrower has now requested that the Banks agree to certain amendments to the Loan Agreement in connection with the consummation of the transactions contemplated by the Cobb Merger Agreement, which the Banks are willing to do upon the express condition that the Borrower execute and deliver this Seventh Amendment. 2 3 NOW, THEREFORE, in consideration of the foregoing premises and the mutual covenants set forth herein and for other good and valuable consideration, the mutuality, receipt and sufficiency of which are hereby acknowledged, the parties hereto do hereby agree as follows: 1. Each capitalized term used herein, unless otherwise expressly defined herein, shall have the meaning set forth in the Loan Agreement. 2. The Banks hereby agree that, to the extent any of the provisions of the Loan Agreement or the other Loan Instruments require the written consent of the Banks to the consummation of the transactions contemplated by the Cobb Merger Agreement, the written consent of each Bank to the consummation of the transactions contemplated by the Cobb Merger Agreement shall be conclusively evidenced by such Bank's execution and delivery of this Seventh Amendment. 3. The Banks hereby waive the obligation of the Borrower to deliver to the Agent, on behalf of the Banks, the items referred in Section 4.2 of the Loan Agreement with respect to the transactions contemplated by the Cobb Merger Agreement, which waiver is consistent with the previous release by the Banks of the security interests in and liens on the Theaters originally granted by the Borrower to the Agent on behalf of the Banks pursuant to the Loan Agreement. The Banks further acknowledge that the Borrower will obtain, with respect to the transactions contemplated by the Cobb Merger Agreement, the items referred in Section 4.2 of the Loan Agreement solely to the extent that the Borrower deems appropriate. 4. Pursuant to Section 8.2(f) of the Loan Agreement, and subject to the satisfaction of the conditions subsequent hereinafter specified in this Section 4, the Banks hereby approve (a) the terms of the 10 5/8% New Senior Secured Notes due 2003 of Cobb Theatres, L.L.C. and Cobb Finance Corp. to be assumed by the Borrower pursuant to the Cobb Merger Agreement (the "Cobb Senior Notes"), which are more particularly described on Exhibit A attached hereto and made a part hereof, and (b) the terms of the $100,000,000 tender facility to be provided by PNC to the Borrower (the "PNC Tender Facility"), which terms are more particularly described on Exhibit B attached hereto and made a part hereof, as well as any subordinated debt (the "Subordinated Debt") placed by 3 4 the Borrower to retire in full the PNC Tender Facility; provided, the aggregate principal amount of the Cobb Senior Notes and the PNC Tender Facility outstanding at any one time shall not exceed $100,000,000.00 without the written consent of the Requisite Banks. The approval of the Banks to the terms of each of the Cobb Senior Notes and the PNC Tender Facility as well as the Subordinated Debt is subject to the satisfaction of the following conditions subsequent: (i) The Borrower shall have made an offer to purchase for cash the Cobb Senior Notes within twenty (20) days after the consummation of the transactions contemplated by the Cobb Merger Agreement, which offer must include the requirement that each holder of a Cobb Senior Note who tenders such Cobb Senior Note for purchase by the Borrower (A) waive the obligation of the Borrower and its Subsidiaries to observe and perform the affirmative and negative covenants set forth in the Indenture dated as of March 6, 1996, pursuant to which the Cobb Senior Notes have been issued (the "Cobb Indenture") (other than the covenant to pay the principal of and accrued interest on the Cobb Senior Notes when due and financial reporting covenants), and (B) consent to the release of all liens and security interests on the assets of the Borrower and its Subsidiaries securing the payment of the Cobb Senior Notes; (ii) The proceeds of the PNC Tender Facility shall have been used by the Borrower to pay the purchase price (including accrued interest) of those Cobb Senior Notes accepted for payment by the Borrower, or, if all conditions precedent to the Borrower's obligation to accept for payment those Cobb Senior Notes that have been tendered to the Borrower have not been satisfied, the Borrower shall have used the proceeds of the PNC Tender Facility to defease the Cobb Senior Notes in accordance with the applicable provisions of the Cobb Indenture, in either event within ten (10) days after the expiration date of the Borrower's tender offer for the Cobb Senior Notes; and (iii) The Subordinated Debt is subordinate to the Reducing Revolver and any new revolving line of credit that replaces and refinances the Reducing Revolver and the proceeds of the Subordinated Debt are use to retire in full the PNC Tender Facility and for general corporate purposes. 4 5 In the event any of the conditions subsequent set forth in this Section 4 are not satisfied, the approval of the Banks to the terms of each of the Cobb Senior Notes and the PNC Tender Facility as well as the Subordinated Debt shall be automatically rescinded unless the Requisite Banks agree to the contrary pursuant to a written instrument duly executed and delivered by the Requisite Banks. 5. Section 8.4 of the Loan Agreement, titled Liens, is hereby amended to add a new subsection (j) as follows: "(j) the Liens securing the payment of the Cobb Senior Notes for so long as the Cobb Senior Notes remain outstanding." 6. The Banks hereby waive the requirement set forth in Section 22 of the Third Amendment that, upon the consummation of the transactions contemplated by the Cobb Merger Agreement, the equity interests of each of R. C. Cobb, Inc., Cobb Theatres II, Inc. and Cobb Finance Corp., as wholly-owned subsidiary corporations of the Borrower, and of Tricob Partnership, as a wholly-owned partnership of the Borrower, be pledged to the Agent on behalf of the Banks to secure the payment of the Secured Obligations. 7. The Borrower and the Banks hereby agree that, consistent with the definition of "Cash Flow from Operations" set forth in Section 1.24 of the Loan Agreement and in Section 2 of the First Amendment, all non-cash charges incurred by the Borrower in connection with the consummation of the transactions contemplated by the Cobb Merger Agreement shall be included in the Borrower's Cash Flow from Operations for all relevant periods. 8. The Borrower and the Banks hereby agree that the reference to Total Funded Debt included in the definition of "Pro Forma Debt Service" set forth in Section 1.91 of the Loan Agreement and in Section 9 of the First Amendment shall exclude the principal of the Cobb Senior Notes and, to the extent the proceeds of the PNC Tender Facility have been used to purchase or defease the Cobb Senior Notes, the principal of the PNC Tender Facility. 9. The Borrower hereby certifies to the Banks and the Agent that each of Litchfield Theaters, Ltd., Neighborhood Entertainment, 5 6 Inc. and Georgia State Theatres, Inc., each of which was a Consolidated Subsidiary of the Borrower, has been merged with and into the Borrower, with the Borrower being the surviving corporation in each such merger. In furtherance of each such merger, and in express reliance upon the Borrower's certification set forth in this Section 9, the Banks hereby authorized and direct the Agent (a) to terminate the Guaranty Agreement executed and delivered by each of Litchfield Theaters, Ltd., Neighborhood Entertainment, Inc. and Georgia State Theatres, Inc. in favor of the Agent on behalf of the Banks, and (b) to release from the pledge and security interest created pursuant to the Stock Pledge Agreement, and to re-deliver to the Borrower, all stock certificates evidencing all of the issued and outstanding shares of common stock of each of Litchfield Theaters, Ltd., Neighborhood Entertainment, Inc. and Georgia State Theatres, Inc. pledged and delivered by the Borrower to the Agent on behalf of the Banks pursuant to the Stock Pledge Agreement. 10. The Borrower covenants and agrees to pay to the Agent, on behalf of the Banks, on the effective date of this Seventh Amendment, in consideration of the execution and delivery of this Seventh Amendment by each Bank and the agreements and consents made by each Bank in this Seventh Amendment, fees equal to one-tenth of one percent (1/10th of 1%) of each Bank's Revolving Loan Commitment, irrespective of the then existing Total Utilization of Revolving Loan Commitments. 11. This Seventh Amendment shall be governed by and construed in accordance with the laws of the Commonwealth of Kentucky. 12. This Seventh Amendment may be executed in one or more counterparts, each of which shall be deemed an original and all of which shall constitute one and the same instrument. 13. Except to the extent expressly amended or modified hereby, the Borrower hereby ratifies and reaffirms each of its covenants, agreements, obligations, representations and warranties set forth in the Loan Agreement. 6 7 IN WITNESS WHEREOF, the parties hereto have caused this Seventh Amendment to Second Amended and Restated Loan Agreement to be duly executed as of the day and year first above written. REGAL CINEMAS, INC. By: ----------------------------------------- Lewis Frazer, III, Executive Vice President and Chief Financial Officer (the "Borrower") PNC BANK, KENTUCKY, INC. By: ----------------------------------------- Title: -------------------------------------- Address: PNC Bank, Kentucky, Inc. Citizens Plaza 500 West Jefferson Street Louisville, KY 40202 Attn: Mark Wheeler, Senior Vice President and Manager Large Corporate Banking Group ("PNC") 7 8 BANK BOSTON, N.A. By: ----------------------------------------- Title: -------------------------------------- Address: Bank Boston, N.A. Media & Communications Dept. 100 Federal Street Mail Stop 01-08-08 Boston, MA 02110 Attn: Reginald Dawson, Director ("Bank Boston") FIRST UNION NATIONAL BANK OF TENNESSEE By: ----------------------------------------- Title: -------------------------------------- Address: First Union National Bank of Tennessee 150 4th Avenue Box 2648 Nashville, TN 37219 Attn: Robert Page, Vice President ("First Union") 8 9 FIRST AMERICAN NATIONAL BANK By: ----------------------------------------- Title: -------------------------------------- Address: First American National Bank 505 S. Gay Street Knoxville, TN 37902 Attn: Eric Schwarzentraub, Vice President ("First American") THE SUMITOMO BANK, LIMITED, CHICAGO BRANCH By: ----------------------------------------- Title: -------------------------------------- Address: The Sumitomo Bank, Limited One Peachtree Center 303 Peachtree Street Suite 4420 Atlanta, GA 30308 Attn: Lauren Carrigian ("Sumitomo") 9 10 NATIONSBANK OF TENNESSEE, N.A. By: ----------------------------------------- Title: -------------------------------------- Address: NationsBank of Tennessee, N.A. 550 Main Avenue Knoxville, TN 37901-0017 Attn: C. Howard Capito, Vice President ("NationsBank") WACHOVIA BANK, N.A. By: ----------------------------------------- Title: -------------------------------------- Address: 191 Peachtree St, N.E. Mail Code 3940 Atlanta, GA 30303 Attn: John Tibe, Vice President ("Wachovia") (collectively, The "Banks") 10 11 PNC BANK, KENTUCKY, INC., in its capacity as Agent By: ----------------------------------------- Title: -------------------------------------- (the "Agent") BANK BOSTON, in its capacity as Lead Manager By: ----------------------------------------- Title: -------------------------------------- 11 EX-10.3 4 FIRST SUPPLEMENTAL INDENTURE 1 EXHIBIT 10.3 COBB THEATRES, L.L.C. COBB FINANCE CORP. 10-5/8% SENIOR SECURED NOTES DUE 2003 and 10-5/8% NEW SENIOR SECURED NOTES DUE 2003 FIRST SUPPLEMENTAL INDENTURE Dated as of August 30, 1996 Supplementing the Indenture of March 6, 1996. IBJ SCHRODER BANK & TRUST COMPANY Trustee 2 FIRST SUPPLEMENTAL INDENTURE, dated as of August 30, 1996 among Cobb Theatres, L.L.C., an Alabama limited liability company (the "Company"), Cobb Finance Corp., an Alabama corporation ("Finance Corp." and, together with the Company, the "Issuers"), R.C. Cobb, Inc., an Alabama corporation ("R.C. Cobb"), as guarantor, Cobb Theatres II, Inc., an Alabama corporation ("Cobb Theatres II" and, together with R.C. Cobb, the "Guarantors"), as a guarantor and IBJ Schroder Bank & Trust Company, a New York banking corporation, as trustee (the "Trustee"). WHEREAS, the Issuers and the Guarantors executed and delivered to the Trustee an indenture dated March 6, 1996 among the Issuers, the Guarantors and the Trustee (the "Indenture"); and WHEREAS, there have been issued and are now outstanding under the Indenture, notes in the aggregate principal amount of $85,000,000; and WHEREAS, Section 9.01 of the Indenture provides that the Indenture may be amended without the consent of any holder of a Note to cure any ambiguity, defect or inconsistency; and WHEREAS, the Issuers desire to cure such a defect relating to the accrual of interest from the date of original issue; and WHEREAS, all things necessary to make this Supplemental Indenture a valid agreement of the Issuers, the Guarantors and the Trustee, in accordance with its terms, have been done; NOW, THEREFORE, THIS FIRST SUPPLEMENTAL INDENTURE WITNESSETH, that, for and in consideration of the premises, and in order to comply with the terms of Section 9.06 of the Indenture, the Issuers and the Guarantors agree with the Trustee as follows: ARTICLE 1 AMENDMENT TO INDENTURE Section 1.01. AMENDMENT. The Indenture is hereby amended by replacing the first sentence of the first paragraph of page 3 of Exhibit A with the following: "1. INTEREST. Cobb Theatres, L.L.C., an Alabama limited liability company (the "Company") and Cobb Finance Corp., Inc., an Alabama corporation ("Finance Corp." and, together with the Company, the "Issuers") promise to pay interest on the principal amount of this Note at 10-5/8% per annum from the date of issuance until maturity and shall pay the Liquidated Damages payable pursuant to Section 5 of the Registration Rights Agreement referred to below." 3 ARTICLE 2 MISCELLANEOUS Section 2.01 COUNTERPART ORIGINALS. 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. Section 2.02. GOVERNING LAW. THE INTERNAL LAW OF THE STATE OF NEW YORK SHALL GOVERN AND BE USED TO CONSTRUE THIS SUPPLEMENTAL INDENTURE, THE INDENTURE, THE NOTES, THE COLLATERAL DOCUMENTS AND THE SUBSIDIARY GUARANTEES. Section 2.03. TERMS DEFINED. All terms defined in the Indenture have the same meanings herein. Section 2.04. EFFECTIVENESS. The provisions of this Supplemental Indenture will take effect immediately upon its execution and delivery to the Trustee. IN WITNESS WHEREOF, the parties hereto have caused this Supplemental Indenture to be duly executed, all as of the date and year first written above. [Signatures on following page] 3 4 SIGNATURES COBB THEATRES, L.L.C. By: ---------------------------------------------- Name: Robert M. Cobb Title: President and Chief Executive Officer COBB FINANCE CORP. By: ---------------------------------------------- Name: Robert M. Cobb Title: President and Chief Executive Officer R.C. COBB, INC. By: ---------------------------------------------- Name: Robert M. Cobb Title: President and Chief Executive Officer COBB THEATRES II, INC. By: ---------------------------------------------- Name: Robert M. Cobb Title: President and Chief Executive Officer IBJ SCHRODER BANK & TRUST COMPANY By: ---------------------------------------------- Name: --------------------------------------- Title: -------------------------------------- 4 EX-10.4 5 SECOND SUPPLEMENTAL INDENTURE 1 EXHIBIT 10.4 COBB THEATRES, L.L.C. COBB FINANCE CORP. 10-5/8% SENIOR SECURED NOTES DUE 2003 AND 10-5/8% NEW SENIOR SECURED NOTES DUE 2003 SECOND SUPPLEMENTAL INDENTURE DATED AS OF JULY 30, 1997 SUPPLEMENTING THE INDENTURE OF MARCH 6, 1996. IBJ SCHRODER BANK & TRUST COMPANY TRUSTEE 2 SECOND SUPPLEMENTAL INDENTURE, dated as of July 30, 1997 among Cobb Theatres, L.L.C., an Alabama limited liability company (the "Company"), Cobb Finance Corp., an Alabama corporation ("Finance Corp." and, together with the Company, the "Issuers"), R.C. Cobb, Inc., an Alabama corporation ("R.C. Cobb"), as guarantor, Cobb Theatres II, Inc., an Alabama corporation ("Cobb Theatres II" and, together with R.C. Cobb, the "Guarantors"), as guarantor and IBJ Schroder Bank & Trust Company, a New York banking corporation, as trustee (the "Trustee"). WHEREAS, the Issuers and the Guarantors executed and delivered to the Trustee an indenture dated March 6, 1996 among the Issuers, the Guarantors and the Trustee, as amended by that certain First Supplemental Indenture dated as of August 30, 1996 (as so amended, the "Indenture"); and WHEREAS, there have been issued and are now outstanding under the Indenture, notes in the aggregate principal amount of $85,000,000; and WHEREAS, Section 9.01(a) of the Indenture provides that the Indenture may be amended without the consent of any holder of a Note to cure any ambiguity, defect or inconsistency; and WHEREAS, the Issuers desire to cure such an ambiguity; and WHEREAS, all things necessary to make this Supplemental Indenture a valid agreement of the Issuers, the Guarantors and the Trustee, in accordance with its terms, have been done. NOW THEREFORE, in consideration of the premises, the Issuers and the Guarantors agree with the Trustee as follows: ARTICLE 1 AMENDMENT TO INDENTURE SECTION 1.01 AMENDMENT. The Indenture is hereby amended by replacing Section 9.01(c) with the following: "(c) to evidence the succession of another Person or Persons to any Issuer or Guarantor hereunder, the assumption by any such successor of the obligations and covenants of such Issuer or Guarantor contained herein and in the Notes, and the substitution of any such successor for any Issuer or Guarantor hereunder and under the Notes, to the extent such succession, assumption and substitution is authorized pursuant to Article V or Article XI hereof;" 3 ARTICLE 2 MISCELLANEOUS SECTION 2.01 COUNTERPART ORIGINALS. 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. SECTION 2.02 GOVERNING LAW. THE INTERNAL LAW OF THE STATE OF NEW YORK SHALL GOVERN AND BE USED TO CONSTRUE THIS SUPPLEMENTAL INDENTURE, THE INDENTURE, THE NOTES, THE COLLATERAL DOCUMENTS AND THE SUBSIDIARY GUARANTEES. SECTION 2.03 TERMS DEFINED. All terms defined in the Indenture have the same meanings herein. SECTION 2.04 EFFECTIVENESS. The provisions of this Supplemental Indenture will take effect immediately upon its execution and delivery to the Trustee. IN WITNESS WHEREOF, the parties hereto have caused this Supplemental Indenture to be duly executed, all as of the date and year first written above. [Signatures on following page] 4 SIGNATURES COBB THEATRES, L.L.C. By: ----------------------------------------- Name: Title: COBB FINANCE CORP. By: ----------------------------------------- Name: Title: R.C. COBB, INC. By: ----------------------------------------- Name: Title: COBB THEATRES II, INC. By: ----------------------------------------- Name: Title: IBJ SCHRODER BANK & TRUST COMPANY By: ----------------------------------------- Name: Title: EX-10.5 6 THIRD SUPPLEMENTAL INDENTURE 1 EXHIBIT 10.5 COBB THEATRES, L.L.C. COBB FINANCE CORP. RC COBB, INC. COBB THEATRES, II, INC. REGAL CINEMAS, INC. 10 5/8% SENIOR SECURED NOTES DUE 2003 and 10 5/8% NEW SENIOR SECURED NOTES DUE 2003 THIRD SUPPLEMENTAL INDENTURE Dated as of July 31, 1997 Supplementing Indenture dated as of March 6, 1996 IBJ SCHRODER BANK & TRUST COMPANY Trustee 2 TABLE OF CONTENTS
Page ---- ARTICLE ONE DEFINITIONS SECTION 101. DEFINITION OF TERMS....................................... 3 ARTICLE TWO ASSUMPTION OF OBLIGATIONS SECTION 201. ASSUMPTION BY REGAL OF OBLIGATIONS OF THE COMPANY UNDER THE NOTES AND THE INDENTURE................. 5 SECTION 202. SUBSTITUTION OF REGAL AS ISSUER........................... 5 SECTION 203. REAFFIRMATION BY FINANCE CORP. OF OBLIGATIONS UNDER THE NOTES AND THE INDENTURE............. 6 SECTION 204. REAFFIRMATION BY GUARANTORS OF OBLIGATIONS OF THE GUARANTORS UNDER THE INDENTURE........................ 6 SECTION 205. COUNTERPART ORIGINALS..................................... 6 SECTION 206. GOVERNING LAW............................................. 6 SECTION 207. EFFECTIVENESS............................................. 6 SECTION 208. NOTICES................................................... 6 SECTION 209. REAFFIRMATION OF INDENTURE................................ 7
i 3 THIRD SUPPLEMENTAL INDENTURE, dated as of July 31, 1997 (the "Third Supplemental Indenture"), among COBB THEATRES, L.L.C., an Alabama limited liability company (the "Company"), COBB FINANCE CORP., an Alabama corporation ("Finance Corp," and together with the Company, the "Issuers"), R. C. COBB, INC., an Alabama corporation ("R. C. Cobb"), COBB THEATRES II, INC. ("Cobb Theatres II," and together with R. C. Cobb, the "Guarantors"), REGAL CINEMAS, INC., a Tennessee corporation ("Regal"), and IBJ SCHRODER BANK & TRUST COMPANY, a New York banking corporation, as trustee (the "Trustee"). WHEREAS, the Issuers and the Guarantors have executed and delivered to the Trustee that certain Indenture dated as of March 6, 1996 among the Issuers, the Guarantors and the Trustee (the "Original Indenture"), as amended by that certain First Supplemental Indenture dated August 30, 1996 (the "First Supplemental Indenture") and by that certain Second Supplemental Indenture dated July 30, 1997 (the "Second Supplemental Indenture") (the Original Indenture as amended by the First Supplemental Indenture, the Second Supplemental Indenture and this Third Supplemental Indenture being herein referred to as the "Indenture"); and WHEREAS, there have been issued and are now outstanding under the Indenture $85,000,000 principal amount of 10 5/8% New Senior Secured Notes due 2003 (the "Notes"); and WHEREAS, the Company owns all of the issued and outstanding shares of stock of Finance Corp, R. C. Cobb and Cobb Theatres II (collectively, the "Subsidiaries"); and WHEREAS, the Company has executed and delivered to IBJ Schroder Bank & Trust Company as Collateral Agent (the "Collateral Agent") that certain Pledge Agreement dated as of March 6, 1996, pursuant to which the Company has pledged and delivered to the Collateral Agent its stock of Finance Corp and the Guarantors (the "Pledged Shares") and certain intercompany notes in the aggregate principal amount of approximately $85,000,000 owing from the Guarantors to the Company (the "Pledged Notes") to secure the obligations of the Company under the Notes and the Indenture; and WHEREAS, pursuant to Article 11 of the Original Indenture each of the Guarantors has guaranteed payment of principal of and interest and premium, if any, on the Notes (the "Guaranty"); and WHEREAS, each of the Company, Finance Corp and the Guarantors has executed and delivered to the Collateral Agent that certain Security Agreement dated as of March 6, 1996, pursuant to which each of the Company, Finance Corp and the Guarantors has granted to the Collateral Agent a security interest in all of its personal property assets to secure the obligations of the Company, Finance Corp and the Guarantors under the Notes and the Indenture; and 1 4 WHEREAS, Regal, a wholly-owned subsidiary of Regal Cinemas, Inc., owns all of the issued and outstanding shares of stock of Regal Acquisitions Corporation, an Alabama corporation ("Regal I"), RAC Corporation, an Alabama corporation ("Regal II"), and RAC Finance Corp., an Alabama corporation ("Regal Finance," and together with Regal, Regal I and Regal II, the "Regal Entities"); and WHEREAS, the Regal Entities, the Company and the Subsidiaries have entered into an Agreement and Plan of Merger pursuant to which, among other things, (a) Regal I will merge into R. C. Cobb, Regal II will merge into Cobb Theatres II, and Regal Finance will merge into Finance Corp, with the Subsidiaries being the surviving entities, (b) the Company will transfer to Regal all of its assets, which consist solely of the Pledged Shares the Pledged Notes, and (c) Regal will transfer to the Company shares of stock of Regal; and WHEREAS, as a condition to the consummation of the transactions contemplated by the Agreement and Plan of Merger, the Company shall cause all of the issued and outstanding shares of the Subsidiaries to be reissued in the name of Regal (the "Reissued Pledged Shares"); and WHEREAS, a condition to the consummation of the transactions contemplated by the Agreement and Plan of Merger is Regal's assumption of all of the indebtedness of the Company in connection with the Notes and Regal's substitution for the Company as an "Issuer" under the Notes and the Indenture; and WHEREAS, Section 5.01(a) of the Indenture provides that the Company may not sell or otherwise transfer all or substantially all of its properties or assets to another person unless, among other things, immediately after such transaction no Default or Event of Default exists and the transferee (i) assumes all of the obligations of the Company under the Notes and the Indenture pursuant to a supplemental indenture reasonably satisfactory to the Trustee and (ii) satisfies certain other criteria enumerated therein; and WHEREAS, Section 5.01(b) of the Indenture provides that Finance Corp may not merge with another corporation or person unless, among other things, Finance Corp is the surviving entity and immediately after such transaction no Default or Event of Default exists; and WHEREAS, Section 5.02 of the Indenture provides in pertinent part that upon any sale or disposition of all or substantially all of the assets of an Issuer in accordance with Section 5.01 thereof, the successor corporation to which such sale or disposition is made shall succeed to and be substituted for (so that from and after the date of such sale or other disposition the provisions of the Indenture referring to such "Issuer" shall refer instead to the successor corporation and not to the Issuer), and that the predecessor Issuer shall be relieved from its obligations with respect to the Notes in the case of a transaction that satisfies the requirements of Section 5.01 of the Indenture; and 2 5 WHEREAS, Section 11.03(b) of the Indenture permits the Guarantors to merge with unrelated entities if, among other things, immediately after such transaction no Default or Event of Default exists and the surviving entity satisfies certain other criteria enumerated therein; and WHEREAS, the criteria enumerated in Sections 5.01, 5.02 and 11.03 of the Indenture have been satisfied to the satisfaction of the Trustee; and WHEREAS, Section 9.01 of the Indenture provides, in relevant part, that the Issuers, the Guarantors and the Trustee may enter into indentures supplemental to the Indenture without the consent of any holder of a Note to, among other things, evidence the succession of another Person or Persons to any Issuer or Guarantor, the assumption by any such successor of the obligations and covenants of such Issuer or Guarantor contained in the Indenture and the Notes, and the substitution of any such successor for any Issuer or Guarantor under the Indenture and the Notes, to the extent such succession, assumption and substitution is authorized pursuant to Article V or Article XI of the Indenture; and WHEREAS, Regal has executed and delivered to the Trustee a Pledge Agreement (the "Substitute Pledge Agreement") pursuant to which Regal has pledged to the Trustee for the benefit of the Noteholders all of its right, title and interest in the Reissued Shares and the Pledged Notes; and WHEREAS, each of Regal and the Surviving Entities has executed and delivered to the Trustee a Security Agreement (the "Substitute Security Agreement") pursuant to which each of Regal and the Surviving Entities has granted to the Trustee for the benefit of the Noteholders certain assets; and WHEREAS, all things necessary to make this Third Supplemental Indenture a valid and binding supplemental indenture and agreement according to its terms have been done; NOW THEREFORE, in consideration of the foregoing and other good and valuable consideration, the receipt and sufficiency of which are hereby acknowledged, the Company, Finance Corp, the Guarantors, Regal and the Trustee covenant and agree as follows: ARTICLE ONE DEFINITIONS SECTION 101. DEFINITION OF TERMS. Unless the context otherwise requires: 3 6 (a) a term defined in the Original Indenture has the same meaning when used in this Third Supplemental Indenture unless otherwise defined herein (in which case the definition set forth herein shall govern); (b) a term defined anywhere in this Third Supplemental Indenture has the same meaning throughout; (c) the singular includes the plural and vice versa; and (d) headings are for convenience of reference only and do not affect interpretation. "Cobb Entities" means the Company, Finance Corp and the Guarantors. "Cobb Theatres II" means Cobb Theatres, II, Inc., an Alabama corporation. "Collateral Agent" means IBJ Schroder Bank & Trust Company. "Company" means Cobb Theatres, L.L.C., an Alabama limited liability company. "Finance Corp" means Cobb Finance Corp., an Alabama corporation. "First Supplemental Indenture" has the meaning set forth in the recitals above. "Guarantors" means R. C. Cobb and Cobb Theatres II. "Guaranty" has the meaning set forth in the recitals above. "Indenture" means the Original Indenture, as supplemented by the First Supplemental Indenture, the Second Supplemental Indenture and this Third Supplemental Indenture, as the same may from time to time be further supplemented or amended by one or more supplemental indentures thereto. "Issuers" means the Company and Finance Corp. "Original Indenture" has the meaning set forth in the recitals above. "Pledged Notes" has the meaning set forth in the recitals above. "Pledged Shares" has the meaning set forth in the recitals above. "R. C. Cobb" means R.C. Cobb, Inc., an Alabama corporation. "Regal" means Regal Cinemas, Inc., a Tennessee corporation]. "Regal I" means Regal Acquisitions Corporation, an Alabama corporation. 4 7 "Regal II" means RAC Corporation, an Alabama corporation. "Regal Entities" means Regal, Regal I, Regal II and Regal Finance. "Regal Finance" means RAC Finance Corp., an Alabama corporation. "Reissued Pledged Shares" has the meaning set forth in the recitals above. "Second Supplemental Indenture" has the meaning set forth in the recitals above. "Subsidiaries" has the meaning set forth in the recitals above. "Substitute Pledge Agreement" has the meaning set forth in the recitals above. "Substitute Security Agreement" has the meaning set forth in the recitals above. "Surviving Entities" means (i) the corporation surviving the merger of Finance Corp and Regal Finance, which shall be Finance Corp; (ii) the corporation surviving the merger of R. C. Cobb and Regal I, which shall be R. C. Cobb; and (iii) the corporation surviving the merger of Cobb Theatres II and Regal II, which shall be Cobb Theatres II. "Third Supplemental Indenture" has the meaning set forth in the recitals above. "Trustee" means the Person named as "Trustee" in the first paragraph of this Third Supplemental Indenture until a successor replaces it in accordance with the applicable provisions of the Indenture, and thereafter "Trustee" shall mean such successor. ARTICLE TWO ASSUMPTION OF OBLIGATIONS SECTION 201. ASSUMPTION BY REGAL OF OBLIGATIONS OF THE COMPANY UNDER THE NOTES AND THE INDENTURE. Regal hereby assumes and agrees to comply with all of the obligations of the Company under the Notes and the Indenture and hereby succeeds to and is substituted for the Company thereunder. SECTION 202. SUBSTITUTION OF REGAL FOR THE COMPANY. In accordance with Section 5.02 of the Indenture, Regal hereby succeeds to, and is substituted for, the Company under the Notes and the Indenture, and from and after the date hereof, (a) the provisions of the Indenture and the Notes referring to the "Issuer" or the "Issuers" shall refer instead to Regal and Finance Corp and not to the Company, (b) Regal may exercise every right and power of the Company under the Notes and the Indenture with the same effect as if Regal had been named as an Issuer, pledgor or grantor 5 8 therein, and (c) the Company is hereby relieved of its obligation to pay the principal of and interest on the Notes and its other obligations, agreements and covenants under the Notes and the Indenture. SECTION 203. REAFFIRMATION BY FINANCE CORP OF OBLIGATIONS UNDER THE NOTES AND THE INDENTURE. Finance Corp. hereby reaffirms and agrees to comply with all of its obligations under the Notes and the Indenture. SECTION 204. REAFFIRMATION BY GUARANTORS OF OBLIGATIONS OF THE GUARANTORS UNDER THE INDENTURE. Each of the Guarantors hereby assumes and reaffirms and agrees to comply with all of its obligations under the Guaranty. SECTION 205. COUNTERPART ORIGINALS. The parties may sign any number of copies of this Third Supplemental Indenture. Each signed copy shall be an original, but all of them together represent the same agreement. SECTION 206. GOVERNING LAW. THE INTERNAL LAW OF THE STATE OF NEW YORK SHALL GOVERN AND BE USED TO CONSTRUE THIS THIRD SUPPLEMENTAL INDENTURE, THE INDENTURE, THE NOTES AND THE GUARANTEES. SECTION 207. EFFECTIVENESS. The provisions of this Third Supplemental Indenture will take effect immediately upon the occurrence of the last to occur of the following: (a) execution of this Third Supplemental Indenture by all parties hereto and delivery of a fully-executed copy thereof to the Trustee; (b) execution and delivery by Regal and the Trustee of the Substitute Pledge Agreement, and delivery by Regal to the Trustee of all of the Reissued Pledged Shares and the Pledged Notes, endorsed by the Company to Regal; and (c) execution and delivery by Regal, the Surviving Entities and the Trustee of the Substitute Security Agreement. 6 9 SECTION 208. NOTICES. In accordance with Section 12.02 of the Indenture, the address for notice to Regal shall be as follows: Regal Cinemas, Inc. 7132 Commercial Park Drive -------------------------- Knoxville, Tennessee 37918 -------------------------- -------------------------- Telecopier No.: (423) 922-6085 -------------- Attention: Chief Financial Officer ----------------------- SECTION 209. REAFFIRMATION OF INDENTURE. Except as supplemented by this Third Supplemental Indenture, the Original Indenture as supplemented by the First Supplemental Indenture and the Second Supplemental Indenture is in all respects ratified and confirmed, and the Original Indenture as supplemented by the First Supplemental Indenture, the Second Supplemental Indenture and this Third Supplemental Indenture shall be read, taken and construed as one and the same instrument so that all of the rights, remedies, terms and conditions, covenants and agreements of the Original Indenture, as amended, shall apply and remain in full force and effect. IN WITNESS WHEREOF, the parties hereto have caused this Third Supplemental Indenture to be duly executed, and their respective corporate seals to be hereunto affixed and attested, all as of the day and year first above written. COBB THEATRES, L.L.C. By: ------------------------------------- Name: Title: Attest: By: ------------------------------------- Name: Title: COBB FINANCE CORP. By: ------------------------------------- Name: Attest: Title: By: ------------------------------------- Name: Title: 7 10 R.C. COBB, INC. By: ------------------------------------- Name: Attest: Title: By: ------------------------------------- Name: Title: COBB THEATRES II, INC. By: ------------------------------------- Name: Title: Attest: By: ------------------------------------- Name: Title: REGAL CINEMAS, INC. By: ------------------------------------- Name: Attest: Title: By: ------------------------------------- Name: Title: IBJ SCHRODER BANK & TRUST COMPANY, INC., AS TRUSTEE By: ------------------------------------- Name: Title: Attest: By: ------------------------------------- Name: Title: 8 EX-99.1 7 PRESS RELEASE 1 EXHIBIT 99.1 FOR IMMEDIATE RELEASE CONTACT: LEWIS FRAZER III CHIEF FINANCIAL OFFICER (423) 922-1123 KNOXVILLE, Tenn.--(BUSINESS WIRE)--July 31, 1997--Michael L. Campbell, President and Chief Executive Officer of Regal Cinemas, Inc. (Nasdaq/NM:REGL), today announced the completion of the previously announced acquisition of Cobb Theatres. The aggregate consideration in the transaction is 2,837,594 shares of Regal common stock, together with Regal's assumption of approximately $110 million of Cobb's liabilities. Regal will also recognize certain one-time charges totaling approximately $4.0 million after tax for its third quarter ending October 2, 1997, related to acquisition expenses and severance payments. The transaction is being accounted for as a pooling of interests. Headquartered in Birmingham, Alabama, Cobb Theatres operates 637 screens in 66 theatre locations in Alabama, Arkansas, Florida, and Mississippi. In addition, Cobb Theatres has 83 screens under construction at 4 locations in Florida, South Carolina, and Tennessee. Founded in November 1989, Regal Cinemas, Inc. is one of the country's fastest growing theater chains. The Company primarily shows first run movies and, including Cobb, has 2,082 screens in operation at 235 theatre locations, ranking it as the third largest theatre circuit in North America. -END- EX-99.2 8 PRESS RELEASE 1 EXHIBIT 99.2 FOR IMMEDIATE RELEASE CONTACT: REGAL CINEMAS, KNOXVILLE LEWIS FRAZER III, 423/922-1123 REGAL CINEMAS COMMENCES TENDER OFFER AND CONSENT SOLICITATION FOR ITS $85 MILLION 10-5/8% SENIOR SECURED NOTES DUE 2003 (FORMERLY THE OBLIGATION OF COBB THEATRES, L.L.C.) KNOXVILLE, Tenn.--(BUSINESS WIRE)--August 14, 1997--Michael L. Campbell, President and Chief Executive Officer of Regal Cinemas, Inc. (Nasdaq /NM:REGL), today announced that it is conducting a Tender Offer for all its outstanding $85 million aggregate principal amount 10-5/8% Senior Secured Notes due 2003 (formerly the obligation of Cobb Theatres, L.L.C.). Concurrently with the Tender Offer, Regal is conducting a Consent Solicitation in order to effect certain changes to the Indenture relating to the Notes. Aggregate consideration to Noteholders that tender their Notes will be determined by reference to a fixed spread of 65 basis points over the yield to maturity of the United States Treasury 7-1/8% Notes due February 29, 2000 [of which an amount equal to 1% of the principal amount of each Note purchased shall constitute a consent payment that will only be paid for Notes tendered at or prior to the later to occur of (i) the time and date that a supplemental indenture related to the proposed amendments to the Indenture has been executed by the Company and the trustee and (ii) 5:00 p.m., New York City time, on August 28, 1997, unless extended (the "Consent Date")], plus accrued and unpaid interest to the payment date. The Consent Solicitation and Tender Offer will expire at 5:00 p.m., New York City time, September 15, 1997. Tenders of Notes may be withdrawn at any time at or prior to the Consent Date. The aggregate consideration will be paid only upon closing of the Tender Offer. The Company will recognize certain one time charges totaling approximately $9.1 million (net of tax) in its current quarter ending October 2, 1997 in connection with the purchase of the Notes (assuming all the Notes are purchased). The Consent Solicitation is related to certain proposed amendments to the Indenture pursuant to which the Notes were issued and is necessary to, among other things, eliminate or amend certain of the covenants and provisions contained in the Indenture. The proposed amendments require the consent of the holders of at least 66-2/3% of the aggregate principal amount of the Notes outstanding. Noteholders may not tender their Notes without consenting to the proposed amendments to the Indenture. The Tender Offer and the Consent Solicitation are conditioned upon the execution of a supplemental indenture giving effect to the proposed amendments, the Company's obtaining funds for the Tender Offer pursuant to borrowings under a credit facility and certain other customary terms and conditions as set forth in documentation which has been sent to holders of the Notes. Goldman, Sachs & Co. and Lehman Brothers Inc. are acting as Dealer Managers for the Tender Offer and Consent Solicitation (Call: (800) 828-3182 or (800) 438-3242, respectively). 2 Corporate Communications, Inc. is acting as Information Agent (Call collect: (615) 254-3376, Facsimile: (615) 742-1657 or E-mail: glee@corpcomminc.com). Founded in November 1989, Regal Cinemas, Inc. is one of the Country's fastest growing theater chains. The company primarily shows first-run movies and has 2,082 screens in operation at 235 theater locations, ranking as the third largest theater circuit in North America. -END- -----END PRIVACY-ENHANCED MESSAGE-----