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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
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(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)
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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.
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(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
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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
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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
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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.
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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:
-----------------------------
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R.C. COBB, INC.
By:
--------------------------------
Title:
-----------------------------
COBB THEATRES II, INC.
By:
--------------------------------
Title:
-----------------------------
COBB FINANCE CORP.
By:
--------------------------------
Title:
-----------------------------
TRICOB PARTNERSHIP
By:
--------------------------------
Title:
-----------------------------
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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
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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.
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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
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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
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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,
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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.
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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
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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
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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
<PAGE> 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
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PNC BANK, KENTUCKY, INC., in its
capacity as Agent
By:
-----------------------------------------
Title:
--------------------------------------
(the "Agent")
BANK BOSTON, in its capacity
as Lead Manager
By:
-----------------------------------------
Title:
--------------------------------------
11
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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
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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."
<PAGE> 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
<PAGE> 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
<PAGE> 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
<PAGE> 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;"
<PAGE> 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]
<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:
<PAGE> 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
<PAGE> 2
TABLE OF CONTENTS
<TABLE>
<CAPTION>
Page
----
<S> <C>
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
</TABLE>
i
<PAGE> 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
<PAGE> 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
<PAGE> 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
<PAGE> 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
<PAGE> 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
<PAGE> 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
<PAGE> 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
<PAGE> 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
<PAGE> 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-
<PAGE> 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).
<PAGE> 2
Corporate Communications, Inc. is acting as Information Agent (Call collect:
(615) 254-3376, Facsimile: (615) 742-1657 or E-mail: [email protected]).
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-
