Exhibit 4.1

EXECUTION VERSION

SECOND AMENDMENT

TO SIXTH AMENDED AND RESTATED CREDIT AGREEMENT

This SECOND AMENDMENT TO SIXTH AMENDED AND RESTATED CREDIT AGREEMENT (this “Amendment”), dated as of April 19, 2013, is entered into among REGAL CINEMAS CORPORATION, a Delaware corporation (the “Borrower”), the GUARANTORS (as defined in the Credit Agreement referred to below), REGAL ENTERTAINMENT HOLDINGS, INC., a Delaware corporation (“Holdings”), REGAL ENTERTAINMENT GROUP, a Delaware corporation (“Parent”), the LENDERS party hereto, and CREDIT SUISSE AG, CAYMAN ISLANDS BRANCH, as administrative agent (the “Administrative Agent”).

RECITALS

WHEREAS, the Borrower, the Administrative Agent and the Lenders from time to time party thereto entered into that certain Sixth Amended and Restated Credit Agreement, dated as of May 19, 2010 (as amended by that certain Permitted Secured Refinancing Agreement dated as of February 23, 2011, and as further amended, restated, amended and restated, supplemented or otherwise modified from time to time, the “Credit Agreement”);

WHEREAS, the Borrower has requested that the Lenders make certain amendments to the Credit Agreement (as in effect immediately prior to the effectiveness of this Amendment) as provided herein, such that, from and after the Amendment Effective Date (as defined below), the terms and provisions of the Credit Agreement shall be as set forth on Exhibit A attached hereto; and

WHEREAS, the Lenders by executing a Lender Consent to the Second Amendment to Sixth Amended and Restated Credit Agreement, in the form attached hereto as Exhibit C (the “Acknowledgement and Consent”) are consenting to the amendments to the Credit Agreement reflected on Exhibit A attached hereto.

WHEREAS, concurrently with the amendments to the Credit Agreement, the Guarantors and the Administrative Agent will make certain amendments to the Guaranty and Collateral Agreement and the Parent Guaranty as provided herein;

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

SECTION 1.                            Definitions.  Except as expressly provided herein, capitalized terms used in this Amendment but not defined in this Amendment shall have the meanings set forth for such terms in the Credit Agreement.

SECTION 2.                            Amendments to Credit Agreement.  The terms and provisions of the Credit Agreement are hereby amended as set forth on Exhibit A attached hereto such that all of the newly inserted and underscored provisions and any formatting changes reflected therein shall be deemed inserted or made, as applicable, and all of the stricken provisions shall be deemed to be deleted therefrom, which Credit Agreement shall immediately and automatically become effective upon the effectiveness of this Amendment in accordance with Section 5 below.  Schedules and Exhibits to the Credit Agreement shall remain as in effect under the Credit Agreement, except with respect to Exhibits set forth on Exhibit D attached hereto, which shall replace the respective Exhibit to the Credit Agreement in its entirety.  To the extent any Default or Event of Default exists prior the effectiveness of this Amendment as a result of the failure to comply with Section 5.9 of the Credit Agreement in connection with any pledge or guarantee required with respect to the assets acquired pursuant to the Great Escapes Acquisition Agreement, which would not exist after giving effect to this Amendment, such Default or Event of Default is hereby waived.

SECTION 3.                            Amendments to Guaranty and Collateral Agreement.

(a)                                 Section 1.1 of the Guaranty and Collateral Agreement is hereby amended by adding the following definition in proper alphabetical order:

““Qualified ECP Guarantor” shall mean in respect of any Swap Obligation, each Grantor that has total assets exceeding $10,000,000 at the time the Guaranty set forth in Section 2 or grant of the relevant security interest becomes effective with respect to such Swap Obligation or such other person as constitutes an “eligible contract participant” under the Commodity Exchange Act or any regulations promulgated thereunder and can cause another person to qualify as an “eligible contract participant” at such time by entering into a keepwell under Section 1a(18)(A)(v)(II) of the Commodity Exchange Act.”

(b)                                 The following Section 2.8 is added to the Guaranty and Collateral Agreement:

“2.8. Keepwell. Each Qualified ECP Guarantor hereby jointly and severally absolutely, unconditionally and irrevocably undertakes to provide such funds or other support as may be needed from time to time by each other Grantor to honor all of its obligations under this Agreement in respect of Swap Obligations (provided, however, that each Qualified ECP Guarantor shall only be liable under this Section 2.8 for the maximum amount of such liability that can be hereby incurred without rendering its obligations under this Section 2.8, or otherwise under this Agreement, voidable under applicable law relating to fraudulent conveyance or fraudulent transfer, and not for any greater amount). The obligations of each Qualified ECP Guarantor under this Section shall remain in full force and effect until a discharge of the Obligations. Each Qualified ECP Guarantor intends that this Section 2.8 constitute, and this Section 2.8 shall be deemed to constitute, a “keepwell, support, or other agreement” for the benefit of each other Grantor for all purposes of Section 1a(18)(A)(v)(II) of the Commodity Exchange Act.”

(c)                                  Clause (b) of Section 3.2 of the Guaranty and Collateral Agreement is hereby amended by deleting such clause in its entirety and replacing it with the following:

“(b) any of the outstanding capital stock of an Excluded Foreign Subsidiary or U.S. Holding Company in excess of 65% of the voting power of all classes of capital stock of such Excluded Foreign Subsidiary or U.S. Holding Company, as applicable; provided that immediately upon the amendment of the Code to allow the pledge of a greater percentage of the voting power of capital stock in an Excluded Foreign Subsidiary or U.S. Holding Company without adverse tax consequences, the Collateral shall include, and the security interest granted by each Grantor shall attach to, such greater percentage of capital stock of each Excluded Foreign Subsidiary or U.S Holding Company,”

(d)                                 Section 4.6(a) of the Guaranty and Collateral Agreement is hereby amended by deleting such section in its entirety and replacing it with the following:

“(a)                           The shares of Pledged Stock pledged by such Grantor hereunder constitute all of the issued and outstanding shares of all classes of Capital Stock of each Issuer owned by such Grantor or, in the case of an Excluded Foreign Subsidiary or U.S. Holding Company, 65% of the outstanding Excluded Foreign Subsidiary Voting Stock or U.S. Holding Company Voting Stock, as applicable, of each relevant Issuer.”

SECTION 4.                            Amendment to Parent Guaranty. Section 2.5 of the Parent Guaranty is hereby amended by inserting the following at the end of such section:

“The guaranty contained in this Section 2 shall also be reinstated in the circumstances set forth in Section 9.22(b) of the Credit Agreement.”

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SECTION 5.                            Conditions to Effectiveness of this Amendment.   This Amendment shall become effective when all the conditions set forth in this Section 5 shall have been satisfied (provided that such conditions are satisfied no later than 5:00 p.m (eastern) on April 30, 2013) (the date such conditions are satisfied being the “Amendment Effective Date”).

(a)                                 Execution of Counterparts. The Administrative Agent shall have executed this Amendment, in its capacity as Administrative Agent and on behalf of all consenting Lenders holding Term Loan Exposure on the Amendment Effective Date (after giving effect to any assignments of Term Loan Exposure effective pursuant to Section 2.20 of the Credit Agreement on or prior to the Amendment Effective Date) and all consenting Lenders holding Revolving Loan Exposure, and received (i) counterparts of this Amendment executed by the Borrower, Holdings and each Guarantor and (ii) Acknowledgement and Consents, duly executed by all of the Lenders holding Term Loan Exposure on the Amendment Effective Date (after giving effect to any assignments of Term Loan Exposure effectuated pursuant to Section 2.20 of the Credit Agreement on or prior to the Amendment Effective Date) and such Lenders holding Revolving Loan Exposure that execute such Acknowledgement and Consents.

(b)                                 Organizational Documents; Incumbency.  Administrative Agent shall have received (i) a copy of each Organizational Document of Borrower, and, to the extent applicable, certified as of a recent date by the appropriate governmental official, dated the Amendment Effective Date or a recent date prior thereto; (ii) signature and incumbency certificates of the officers of Borrower executing this Amendment and the other Loan Documents executed as of the Amendment Effective Date to which it is a party; (iii) resolutions of the board of directors or similar governing body of Borrower approving and authorizing the execution, delivery and performance of this Amendment and the other Loan Documents executed as of the Amendment Effective Date to which it is a party as of the Amendment Effective Date, certified as of the Amendment Effective Date by its secretary or an assistant secretary as being in full force and effect without modification or amendment; (iv) such good standing certificates as Administrative Agent may request from the applicable Governmental Authority of Borrower’s jurisdiction of incorporation, dated a recent date prior to the Amendment Effective Date; and (v) such other documents as Administrative Agent may reasonably request.

(c)                                  Fees and Expenses. The Administrative Agent (and its affiliates) shall have received all fees required to be paid to the Administrative Agent or its affiliates, and all expenses (including the reasonable fees and expenses of legal counsel) for which invoices have been presented, on or before the Amendment Effective Date.

(d)                                 Opinions of Counsel to Loan Parties, Parent and Holdings.  Administrative Agent and Lenders shall have received an originally executed copy of the written opinion of Hogan Lovells US LLP, counsel for the Loan Parties as to such matters as Administrative Agent may reasonably request, dated as of the Amendment Effective Date and in form and substance reasonably satisfactory to Administrative Agent.  The Borrower, the other Loan Parties and the Administrative Agent hereby instruct such counsel to deliver such legal opinion.

(e)                                  Amendment Effective Date Certificate.  Borrower shall have delivered to Administrative Agent an originally executed Amendment Effective Date Certificate, substantially in the form attached hereto as Exhibit B, together with all attachments thereto.

(f)                                   Amendment Effective Date Representations and Warranties.

a.              As of the Amendment Effective Date, the representations and warranties contained herein, in the Credit Agreement and in the other Loan Documents shall be true and correct in all material respects on and as of the Amendment Effective Date, except to the extent such representations and warranties specifically relate to an earlier date, in which case such representations and warranties shall have been true and correct in all material respects on and as of such earlier date.

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b.              As of the Amendment Effective Date, after giving effect to this Amendment, no event shall have occurred and be continuing or would result from the consummation of the transactions contemplated by this Amendment on the Amendment Effective Date that would constitute an Event of Default or a Default.

SECTION 6.                            Representations and Warranties.  Parent, Holdings, the Borrower and each other Loan Party represents and warrants as follows:

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

(b)                                 No Legal Bar. The execution, delivery and performance of this Amendment will not violate any Requirement of Law or any material Contractual Obligation of Parent, Holdings, the Borrower and each other Loan Party, nor result in, or require, the creation or imposition of any Lien on any of their respective properties or revenues pursuant to any Requirement of Law or any such Contractual Obligation (other than the Liens created by the Loan Documents).

(c)                                  Accuracy of Representations and Warranties. The representations and warranties of each Parent, Holdings, the Borrower and each other Loan Party set forth in the Loan Documents (including, for avoidance of doubt, in the Credit Agreement) are true and correct in all material respects on and as of the date hereof to the same extent as though made on and as of the date hereof, except to the extent such representations and warranties specifically relate to an earlier date, in which case such representations and warranties shall have been true and correct in all material respects on and as of such earlier date.

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

SECTION 7.                            Validity of Obligations and Liens.

(a)                                 Validity of Obligations.  Parent, Holdings, the Borrower and each other Loan Party acknowledges and agrees that, both before and after giving effect to this Amendment, the Borrower and each other Loan Party (and, (i) as provided in the Guaranty and Pledge Agreement, Holdings and (ii) as provided in the Parent Guaranty, Parent) is, jointly and severally, indebted to the Lenders and the other Secured Parties for the Obligations, without defense, counterclaim or offset of any kind and Parent, Holdings, the Borrower and each other Loan Party hereby ratifies and reaffirms the validity, enforceability and binding nature of such Obligations.

(b)                                 Validity of Guarantees.  Parent, Holdings and each Guarantor hereby (i) acknowledges and agrees to the terms of this Amendment and (ii) confirms and agrees that, its guarantee under the Guaranty and Collateral

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Agreement (or (i) in the case of Holdings, under the Guaranty and Pledge Agreement or (ii) in the case of Parent, under the Parent Guaranty) is, and shall continue to be, in full force and effect, and shall apply to all Obligations and such guarantee is hereby ratified and confirmed in all respects.

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

SECTION 8.                            Lender Consent and Authorization to Amend Other Loan Documents.  Each of the Lenders hereby consents to, and authorizes Parent, Holdings, the Borrower, each other Loan Party and the Administrative Agent to enter into such amendments, restatements, amendment and restatements, supplements and modifications to the Notes, the Guaranty and Collateral Agreement, the Guaranty and Pledge Agreement, the Intellectual Property Security Agreement, the Control Agreements and the other Security Documents and Loan Documents as the Administrative Agent deems reasonably necessary or desirable in connection with this Amendment.

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

SECTION 10.                     Execution in Counterparts. This Amendment may be executed in any number of counterparts and by different parties hereto in separate counterparts, each of which when so executed shall be deemed to be an original and all of which taken together shall constitute one and the same agreement.  Delivery of an executed counterpart of this Amendment by telecopier or electronic image scan transmission (e.g., PDF via electronic mail) shall be effective as delivery of an original executed counterpart of this Amendment.

SECTION 11.                     Execution of Amendment.  This Amendment shall be executed by Parent, Holdings, the Borrower, each Guarantor under the Credit Agreement, and the Administrative Agent, in its capacity as Administrative Agent under the Credit Agreement, acting upon the instruction of each consenting Lender that has executed an Acknowledgement and Consent.  Execution of this Amendment by any Person constitutes the agreement of such Person to the terms of (and results in such Person being bound by) this Amendment. Execution of an Acknowledgment and Consent by a Lender under the Credit Agreement constitutes the agreement of such Lender to (and results in such Person being bound by) the terms of this Amendment and the Credit Agreement.

SECTION 12.                     Severability.  In case any provision in or obligation under this Amendment shall be invalid, illegal or unenforceable in any jurisdiction, the validity, legality and enforceability of the remaining provisions or obligations, or of such provision or obligation in any other jurisdiction, shall not in any way be affected or impaired thereby.

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

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SECTION 14.                     No Novation.  This Amendment shall not discharge or release the priority of any Loan Document or any other security therefor.  Nothing herein contained shall be construed as a substitution or novation of the instruments, documents and agreements securing the Obligations, which shall remain in full force and effect.  Nothing in this Amendment shall be construed as a release or other discharge of Parent, Holdings, the Borrower or any other Loan Party from any of its obligations and liabilities under the Credit Agreement or the other Loan Documents, all of which are continued on the terms set forth in the Credit Agreement.

SECTION 15.                     WAIVER OF JURY TRIAL.  EACH PARTY HERETO HEREBY WAIVES, TO THE FULLEST EXTENT PERMITTED BY APPLICABLE LAW, ANY RIGHT IT MAY HAVE TO A TRIAL BY JURY IN ANY LEGAL PROCEEDING DIRECTLY OR INDIRECTLY ARISING OUT OF OR RELATING TO THIS AMENDMENT, ANY OTHER LOAN DOCUMENT OR THE TRANSACTIONS CONTEMPLATED HEREBY (WHETHER BASED ON CONTRACT, TORT OR ANY OTHER THEORY).  EACH PARTY HERETO (A) CERTIFIES THAT NO REPRESENTATIVE, AGENT OR ATTORNEY OF ANY OTHER PARTY HAS REPRESENTED, EXPRESSLY OR OTHERWISE, THAT SUCH OTHER PARTY WOULD NOT, IN THE EVENT OF LITIGATION, SEEK TO ENFORCE THE FOREGOING WAIVER AND (B) ACKNOWLEDGES THAT IT AND THE OTHER PARTIES HERETO HAVE BEEN INDUCED TO ENTER INTO THIS AMENDMENT BY, AMONG OTHER THINGS, THE MUTUAL WAIVERS AND CERTIFICATIONS IN THIS SECTION.

SECTION 16.                     Headings.  Section and subsection headings in this Amendment are included herein for convenience of reference only and shall not constitute a part of this Amendment for any other purpose or be given any substantive effect.

SECTION 17.                     Successors and Assigns.  This Amendment shall be binding upon and inure to the benefit of the Parent, Holdings, the Borrower and each other Loan Party party hereto and their respective successors and assigns, and upon the Administrative Agent and the Lenders and each of their respective successors and assigns.  Neither the Parent’s, Holdings’, the Borrower’s nor any other Loan Parties’ rights and obligations hereunder and any interest therein may be assigned or delegated by Parent, Holdings, the Borrower or any other Loan Party without the prior written consent of all Lenders.

[signature pages follow]

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IN WITNESS WHEREOF, the parties hereto have caused this Amendment to be executed by their respective officers thereunto duly authorized, as of the date first above written.

EXHIBIT A

AMENDED CREDIT AGREEMENT

See attached.

SIXTH AMENDED AND RESTATED CREDIT AGREEMENT

dated as of May 19, 2010

As modified through the Second Amendment to Sixth Amended and Restated Credit Agreement dated as of April [  ], 2013

among

REGAL CINEMAS CORPORATION,
as Borrower,

VARIOUS LENDERS,

CREDIT SUISSE AG, CAYMAN ISLANDS BRANCH,
as Administrative Agent,

and

CREDIT SUISSE SECURITIES (USA) LLC,
as Joint Lead Arranger and Joint Bookrunner,

BARCLAYS CAPITAL,
as Joint Lead Arranger and Joint Bookrunner,

BANC OF AMERICA SECURITIES LLC,
as Joint Bookrunner and Co-Documentation Agent

and

DEUTSCHE BANK SECURITIES INC.,
as Joint Bookrunner and Co-Documentation Agent

$1,335,000,000 Senior Secured Credit Facilities

TABLE OF CONTENTS

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SIXTH AMENDED AND RESTATED CREDIT AGREEMENT

This SIXTH AMENDED AND RESTATED CREDIT AGREEMENT, dated as of May 19, 2010 (as amended, restated, supplemented or otherwise modified from time to time, this “Agreement”), by and among REGAL CINEMAS CORPORATION, a Delaware corporation (“Borrower”), the Lenders party hereto from time to time, CREDIT SUISSE AG, CAYMAN ISLANDS BRANCH, as administrative agent (together with its permitted successors in such capacity, the “Administrative Agent”) and as Issuing Bank, and CREDIT SUISSE SECURITIES (USA) LLC (“CS Securities”), as joint lead arranger and joint  bookrunner, BARCLAYS CAPITAL, the investment banking division of Barclays Bank PLC (“Barclays Capital”), as joint lead arranger and joint bookrunner, BANC OF AMERICA SECURITIES LLC (“BOAS”), as joint bookrunner and co-documentation agent and DEUTSCHE BANK SECURITIES INC. (“DBS”), as joint bookrunner and co-documentation agent (CS Securities, Barclays Capital, BOAS and DBS, in such capacities, the “Arrangers”), amends and restates in full the Fifth Amended and Restated Credit Agreement, dated as of October 27, 2006 (as amended by the First Amendment, dated as of January 20, 2009 and as otherwise amended, restated, supplemented or otherwise modified from time to time to the date hereof, the “Fifth Restated Credit Agreement”), which Fifth Restated Credit Agreement amended and restated in full the Fourth Amended and Restated Credit Agreement, dated as of May 10, 2004 (as amended, restated, supplemented or otherwise modified from time to time to the date of the Fifth Restated Credit Agreement, the “Fourth Restated Credit Agreement”), which Fourth Restated Credit Agreement amended and restated in full the Third Amended and Restated Credit Agreement, dated as of August 27, 2003 (as amended, restated, supplemented or otherwise modified from time to time to the date of the Fourth Restated Credit Agreement, the “Third Restated Credit Agreement”), which Third Restated Credit Agreement amended and restated in full the Second Amended and Restated Credit Agreement, dated as of June 6, 2003 (as amended, restated, supplemented or otherwise modified from time to time to the date of the Third Restated Credit Agreement, the “Second Restated Credit Agreement”), which Second Restated Credit Agreement amended and restated in full the Amended and Restated Credit Agreement, dated as of August 12, 2002 (as amended, restated, supplemented or otherwise modified from time to time to the date of the Second Restated Credit Agreement, the “Restated Credit Agreement”), which Restated Credit Agreement amended and restated in full the Credit Agreement, dated as of January 29, 2002 (as amended, restated, supplemented or otherwise modified from time to time to the date of the Restated Credit Agreement, the “Original Credit Agreement” and, together with the Fifth Restated Credit Agreement, the Fourth Restated Credit Agreement, the Third Restated Credit Agreement, the Second Restated Credit Agreement and the Restated Credit Agreement, the “Prior Credit Agreements”,).

RECITALS

WHEREAS, undefined capitalized terms used in these recitals shall have the respective meanings set forth for such terms in Section 1.1 hereof;

WHEREAS, the parties hereto have agreed to amend and restate the Fifth Restated Credit Agreement on the terms set forth herein;

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WHEREAS, Borrower has agreed to secure all of its Obligations by granting to Administrative Agent, for the benefit of Secured Parties, a First Priority Lien on certain of its real property assets and substantially all of its personal property assets, including a pledge of all of the Capital Stock of each of its Domestic Subsidiaries and Foreign Subsidiaries (other than Excluded Foreign Subsidiaries and U.S. Holding Companies) and 65% of all the Capital Stock of each of its Excluded Foreign Subsidiaries and each U.S. Holding Company;

WHEREAS, Guarantors have agreed to guarantee the obligations of Borrower hereunder and to secure their respective Obligations by granting to Administrative Agent, for the benefit of Secured Parties, a First Priority Lien on certain real property assets and substantially all of their respective personal property assets, including a pledge of all of the Capital Stock of each of their respective Domestic Subsidiaries and Foreign Subsidiaries (other than Excluded Foreign Subsidiaries and U.S. Holding Companies) and 65% of all the Capital Stock of each of their respective Excluded Foreign Subsidiaries and each U.S. Holding Company;

WHEREAS, Holdings has agreed to guarantee the obligations of Borrower hereunder, on a limited-recourse basis, and to secure its obligations by granting to Administrative Agent, for the benefit of the Secured Parties, a First Priority Lien on all of the Capital Stock of Borrower;

WHEREAS, Parent has agreed to guarantee the obligations of Borrower hereunder;

WHEREAS, the Fifth Restated Credit Agreement is being amended and restated on and subject to the terms and conditions set forth herein, and this Agreement is made in renewal, amendment, restatement and modification of, but not in extinguishment or novation of, the obligations under the Fifth Restated Credit Agreement.

NOW, THEREFORE, in consideration of the premises and the agreements, provisions and covenants herein contained, the parties hereto agree as follows:

SECTION 1.                DEFINITIONS AND INTERPRETATION

1.1          Definitions.  The following terms used herein, including in the preamble, recitals, exhibits and schedules hereto, shall have the following meanings:

“Accepting Lender” as defined in Section 2.22(a).

“Acquired Indebtedness” means Indebtedness (i) assumed by Borrower or any of its Restricted Subsidiaries in connection with a Permitted Acquisition that does not result in the creation of a new Restricted Subsidiary, (ii) of a Person that becomes a Restricted Subsidiary in connection with a Permitted Acquisition or in connection with a contribution of a Person as a capital contribution to Borrower or any Restricted Subsidiary, or (iii) of an Unrestricted Subsidiary at the time it becomes a Restricted Subsidiary.

“Adjusted Eurodollar Rate” means, for any Interest Rate Determination Date with respect to an Interest Period, the rate per annum obtained by dividing (i) (a) the rate per annum

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determined by the Administrative Agent at approximately 11:00 a.m. (London time) on such Interest Rate Determination Date by reference to the British Bankers’ Association Interest Settlement Rates for deposits in Dollars (as set forth by any service selected by the Administrative Agent that has been nominated by the British Bankers’ Association as an authorized information vendor for the purpose of displaying such rates) for a period equal to such Interest Period or (b) in the event the rate referenced in the preceding clause (a) is not ascertainable pursuant to the provisions of the foregoing clause (a), the rate per annum determined by the Administrative Agent to be the average of the rates per annum at which deposits in Dollars are offered for such relevant Interest Period to major banks in the London interbank market in London, England by the Administrative Agent at approximately 11:00 a.m. (London time) on such Interest Rate Determination Date , by (ii) an amount equal to (a) one minus (b) the Applicable Reserve Requirement.

“Administrative Agent” as defined in the preamble hereto.

“Affected Class” as defined in Section 2.22(a).

“Affected Lender” as defined in Section 2.17(b).

“Affected Loans” as defined in Section 2.17(b).

“Affiliate” means, as applied to any Person, any other Person directly or indirectly controlling, controlled by, or under common control with, that Person.  For the purposes of this definition, “control” (including, with correlative meanings, the terms “controlling,” “controlled by” and “under common control with”), as applied to any Person, means the possession, directly or indirectly, of the power (i) to vote 10% or more of the Securities having ordinary voting power for the election of directors of such Person, or (ii) to direct or cause the direction of the management and policies of that Person, whether through the ownership of voting securities or by contract or otherwise.

“Agent” means each of the Arrangers and Administrative Agent.

“Aggregate Amounts Due” as defined in Section 2.16.

“Agreement” as defined in the preamble hereto.

“Applicable Margin” means (i) with respect to Term Loans (other than New Term Loans) a percentage, per annum, determined by reference to the Consolidated Leverage Ratio (calculated on a pro forma basis to give effect to all New Term Loans drawn since the most recent calculation of the Consolidated Leverage Ratio, any repayments of Indebtedness made with such New Term Loans and any use of the proceeds of such New Term Loans for Permitted Acquisitions) in effect from time to time as set forth below, (ii) with respect to Revolving Loans, a percentage, per annum, determined by reference to the Consolidated Leverage Ratio (calculated on a pro forma basis to give effect to all New Term Loans drawn since the most recent calculation of the Consolidated Leverage Ratio, any repayments of Indebtedness made with such New Term

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Loans and any use of the proceeds of such New Term Loans for Permitted Acquisitions) in effect from time to time as set forth below and (iii) with respect to Loans that are New Term Loans, the Applicable Margin shall be as provided for in the Joinder Agreement relating to the New Term Loan Commitment in respect of such New Term Loan.

No change in the Applicable Margin shall be effective until three Business Days after the date on which Administrative Agent shall have received the applicable financial statements and a Compliance Certificate calculating the Consolidated Leverage Ratio; provided that notwithstanding the foregoing, a change in the Applicable Margin as a result of a change to the Consolidated Leverage Ratio resulting from the pro forma effect of a drawing of New Term Loans as provided above shall be given effect one Business Day following any such drawing of New Term Loans.  At any time Borrower has not submitted to Administrative Agent the applicable information as and when required, the Applicable Margin shall be determined as if the Consolidated Leverage Ratio were in excess of 3.00:1.00.  Promptly after receipt of the applicable information under Section 5.2(b), Administrative Agent shall give each Lender notice of the Applicable Margin in effect from such date.  As of the First Amendment Effective Date, the Applicable Margin shall be based on a Consolidated Leverage Ratio in excess of 3.00:1.00

“Applicable Reserve Requirement” means, at any time, for any Eurodollar Rate Loan, the maximum rate, expressed as a decimal, at which reserves (including any basic marginal, special, supplemental, emergency or other reserves) are required to be maintained with respect thereto against “Eurocurrency liabilities” (as such term is defined in Regulation D) under regulations issued from time to time by the Board of Governors of the Federal Reserve System or other applicable banking regulator.  Without limiting the effect of the foregoing, the Applicable Reserve Requirement shall reflect any other reserves required to be maintained by such member banks with respect to (i) any category of liabilities that includes deposits by reference to which the applicable Adjusted Eurodollar Rate or any other interest rate of a Loan is to be determined, or (ii) any category of extensions of credit or other assets that include Eurodollar Rate Loans.  A Eurodollar Rate Loan shall be deemed to constitute Eurocurrency liabilities and as such shall be deemed subject to reserve requirements without benefits of credit for proration, exceptions or offsets that may be available from time to time to the applicable Lender.  The rate of interest on

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Eurodollar Rate Loans shall be adjusted automatically on and as of the effective date of any change in the Applicable Reserve Requirement.

“Arrangers” as defined in the preamble hereto.

“Asset Sale” means any Disposition of Property or series of related Dispositions of Property (excluding any such Disposition permitted by clause (a), (b), (c) or (d) or (i) of Section 6.5) that yields gross proceeds to Borrower or any of its Restricted Subsidiaries (in the case of noncash proceeds consisting of notes or other debt securities, valued at the initial principal amount thereof, and in the case of other noncash proceeds, valued at fair market value as reasonably determined by Borrower, or, if requested by Administrative Agent, determined by a reputable, independent third party reasonably satisfactory to Administrative Agent and paid for by Borrower) in excess of $5,000,000.

“Assignment Agreement” means an Assignment and Assumption Agreement substantially in the form of Exhibit D, with such amendments or modifications as may be approved by Administrative Agent.

“Authorized Officer” means, as applied to any Person, any individual holding the position of chairman of the board (if also an officer), chief executive officer, president or one of its vice presidents (or the equivalent thereof), chief financial officer or treasurer.

“Bankruptcy Code” means Title 11 of the United States Code entitled “Bankruptcy,” as now and hereafter in effect, or any successor statute.

“Base Rate” means, for any day, a rate per annum equal to the greatest of (i) the Prime Rate in effect on such day, (ii) the Federal Funds Effective Rate in effect on such day plus ½ of 1% and (iii) the Adjusted Eurodollar Rate then in effect for Eurodollar Rate Loans with an Interest Period of one month plus 1%; provided that, for the avoidance of doubt, the Adjusted Eurodollar Rate for any day shall be based on the rate determined on such day at approximately 11 a.m. (London time) by reference to the British Bankers’ Association Interest Settlement Rates for deposits in dollars (as set forth by any service selected by the Administrative Agent that has been nominated by the British Bankers’ Association as an authorized vendor for the purpose of displaying such rates).  Any change in the Base Rate due to a change in the Prime Rate or the Federal Funds Effective Rate or the Adjusted Eurodollar Rate shall be effective on the effective day of such change in the Prime Rate or the Federal Funds Effective Rate or the Adjusted Eurodollar Rate, respectively.

“Base Rate Loan” means a Loan bearing interest at a rate determined by reference to the Base Rate.

“Beneficiary” means each Agent, Issuing Bank, Lender and Lender Counterparty.

“Borrower” as defined in the preamble hereto.

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“Borrower Affiliated Group” as defined in Section 6.6(f).

“Business Day” means (i) any day excluding Saturday, Sunday and any day that is a legal holiday under the laws of the State of New York or is a day on which banking institutions located in such state are authorized or required by law or other governmental action to close, and (ii) with respect to all notices, determinations, fundings and payments in connection with the Adjusted Eurodollar Rate or any Eurodollar Rate Loans, the term “Business Day” shall mean any day that is a Business Day described in clause (i) and that is also a day for trading by and between banks in Dollar deposits in the London interbank market.

“Capital Expenditures” means, for any period, with respect to any Person, the aggregate of all expenditures made by such Person and its Subsidiaries, on a consolidated basis, for the acquisition or leasing (pursuant to a capital lease) of fixed or capital assets or additions to equipment (including replacements, capitalized repairs and improvements during such period) that should be capitalized under GAAP on a consolidated balance sheet of such Person and its Subsidiaries; provided that expenditures for the acquisition of Digital Cinema Equipment that is intended in good faith and reasonably expected to be sold or contributed to a DCIP Entity under a DCIP Investment Transaction shall not constitute Capital Expenditures except to the extent any such Digital Cinema Equipment that has not been so sold or contributed, shall at any time cease to be intended in good faith or reasonably expected to be so sold or contributed (in which case, such expenditures (to the extent constituting Capital Expenditures without giving effect to this proviso) shall at such time be deemed to be Capital Expenditures made as at such time).

“Capital Lease Obligations” means, as to any Person, the obligations of such Person to pay rent or other amounts under any (i) lease of (or other arrangement conveying the right to use) real or personal property, or a combination thereof, which obligations are required to be classified and accounted for as capital leases on a balance sheet of such Person under GAAP, and, for the purposes of this Agreement, the amount of such obligations at any time shall be the capitalized amount thereof at such time determined in accordance with GAAP and (ii) any lease financing arrangements set forth on the balance sheet of such Person other than EITF 97-10 Capital Lease Obligations.

“Capital Stock” means any and all shares, interests, participations or other equivalents (however designated) of capital stock of a corporation, any and all equivalent ownership interests in a Person (other than a corporation), including partnership interests and membership interests, and any and all warrants, rights or options to purchase (other than convertible or exchangeable Indebtedness that is not otherwise capital stock) or other arrangements or rights to acquire any of the foregoing.

“Cash” means money, currency or a credit balance in any Deposit Account.

“Cash Equivalents” means, as at any date of determination, (a) marketable direct obligations issued by, or unconditionally guaranteed by, the United States government or any agency thereof and backed by the full faith and credit of the United States, in each case maturing within one year from the date of acquisition; (b) certificates of deposit, time deposits, eurodollar

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time deposits or overnight bank deposits having maturities of six months or less from the date of acquisition issued by any Lender (other than a Lender that, at the time of such acquisition, was a Defaulting Lender) or by any commercial bank organized under the laws of the United States of America or any state thereof having combined capital and surplus of not less than $500,000,000; (c) commercial paper of an issuer rated at least “A-1” by S&P or “P-1” by Moody’s, or carrying an equivalent rating by a nationally recognized rating agency if both of the two named rating agencies cease publishing ratings of commercial paper issuers generally, and maturing within six months from the date of acquisition; (d) repurchase obligations of any Lender (other than a Lender that, at the time of such acquisition, was a Defaulting Lender) or of any commercial bank satisfying the requirements of clause (b) of this definition, having a term of not more than 30 days with respect to securities issued or fully guaranteed or insured by the United States government; (e) securities with maturities of one year or less from the date of acquisition issued or fully guaranteed by any state, commonwealth or territory of the United States, by any political subdivision or taxing authority of any such state, commonwealth or territory or by any foreign government, the securities of which state, commonwealth, territory, political subdivision, taxing authority or foreign government (as the case may be) are rated at least “A” by S&P or “A” by Moody’s; (f) securities with maturities of six months or less from the date of acquisition backed by standby letters of credit issued by any Lender (other than a Lender that, at the time of such acquisition, was a Defaulting Lender) or any commercial bank satisfying the requirements of clause (b) of this definition; or (g) shares of money market mutual or similar funds that invest at least 95% of their assets in securities satisfying the requirements of clauses (a) through (f) of this definition.

“CERCLA” means the Comprehensive Environmental Response, Compensation, and Liability Act of 1980, as amended.

“Certificate Re Non-Bank Status” means a certificate substantially in the form of Exhibit E.

“Class” means (i) with respect to Lenders, each of the following classes of Lenders:  (a) Lenders having Term Loan Exposure and (b) Lenders having Revolving Loan Exposure, and (ii) with respect to Loans, each of the following classes of Loans:  (a) Term Loans and (b) Revolving Loans.  For the avoidance of doubt, (a) any Term Loans having the same terms and conditions as an Existing Class of Term Loans may specify that such Term Loans are of the same Class, but otherwise any Term Loans incurred pursuant to a Loan Modification Offer shall be deemed to constitute a separate Class of Term Loans, and (b) any Revolving Commitments and related Revolving Loans having the same terms and conditions as an Existing Class of Revolving Commitments and related Revolving Loans may specify that such Revolving Commitments and related Revolving Loans are of the same Class, but otherwise any Revolving Commitments and related Revolving Loans incurred pursuant to a Loan Modification Offer shall be deemed to constitute a separate Class of Revolving Commitments and related Revolving Loans.

“Closing Date” means the date on which this Agreement becomes effective.

“Closing Date Certificate” means a certificate substantially in the form of Exhibit F-1.

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“Closing Date Projections” as defined in Section 4.1(b).

“Closing Date Transactions” means (i) the execution, delivery and performance on the Closing Date by the Loan Parties of the Loan Documents to which they are party, (ii) the payment of related fees and expenses, (iii) the continuation of Existing Term Loans as Term Loans hereunder pursuant to Section 1.5, (iv) the termination of the Existing Revolving Commitments and replacement of any Existing Revolving Loans, (v) the effectiveness of the Revolving Commitments hereunder and (vi) the deemed issuance of Existing Letters of Credit as Letters of Credit issued hereunder pursuant to Sections 1.6 and 2.3(h).

“Code” means the Internal Revenue Code of 1986, as amended.

“Collateral” means, collectively, all of the real, personal and mixed property (including Capital Stock) in which Liens are purported to be granted pursuant to the Security Documents as security for the Obligations.

“Commitment” means any Revolving Commitment or Term Loan Commitment.

“Commodity Exchange Act” means the Commodity Exchange Act (7 U.S.C. § 1 et seq.), as amended from time to time, and any successor statute.

“Commonly-Controlled Entity” means an entity, whether or not incorporated, that is under common control with Borrower within the meaning of Section 4001 of ERISA, or is part of a group that includes Borrower and that is treated as a single employer under Section 414 of the Code or of which Borrower is a general partner.

“Compliance Certificate” means a certificate substantially in the form of Exhibit C.

“Confidential Information Memorandum” means the Confidential Information Memorandum dated May, 2010 and furnished to Lenders.

“Consolidated Adjusted Debt” means, as of the last day of any period, the sum of (a) Funded Debt of Borrower and its Restricted Subsidiaries as of such date, determined according to the face or principal amount thereof, based on the amount owing under the applicable Contractual Obligation (without regard to any election by the Borrower, Parent, Holdings or any other Person to measure an item of Indebtedness using fair value or any other discount to par that may be applicable under GAAP) on a consolidated basis with respect to the Borrower and its Subsidiaries, in accordance with consolidation principles utilized in GAAP, less the amount of unrestricted and unencumbered Cash and Cash Equivalents of Borrower and its Restricted Subsidiaries as of such date (provided that, Cash and Cash Equivalents subject to Liens granted under the Security Documents shall not be deemed to be restricted or encumbered as a result thereof) and (b) the product of 8 times Consolidated Lease Expense for such period.

“Consolidated Adjusted Interest Coverage Ratio” means, for any period, the ratio of (a) Consolidated EBITDAR of Borrower and its Restricted Subsidiaries for such period, to (b) the

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sum of (i) Consolidated Interest Expense of Borrower and its Restricted Subsidiaries for such period (provided that, Consolidated Interest Expense shall be calculated on a pro forma basis to give effect to Indebtedness incurred during such period to finance Permitted Acquisitions or other acquisitions as if such Indebtedness had been incurred on the first day of such period), and (ii) Consolidated Lease Expense of Borrower and its Restricted Subsidiaries for such period.

“Consolidated Adjusted Leverage Ratio” means, for any period, the ratio of (a) Consolidated Adjusted Debt as of the last day of such period to, (b) Consolidated EBITDAR of Borrower and its Restricted Subsidiaries for such period.

“Consolidated Current Assets” means, as at any date of determination, the total assets of Borrower and its Restricted Subsidiaries on a consolidated basis that may properly be classified as current assets in conformity with GAAP, excluding Cash and Cash Equivalents.

“Consolidated Current Liabilities” means, as at any date of determination, the total liabilities of Borrower and its Restricted Subsidiaries on a consolidated basis that may properly be classified as current liabilities in conformity with GAAP, excluding (i) the current portion of long term debt and (ii) the current portion of any balance sheet liabilities attributable to NCM Extraordinary Payments.

“Consolidated EBITDA” means, as to Borrower and its Restricted Subsidiaries, for any applicable period, the difference of (a) the sum (without duplication) of (i) Consolidated Net Income of Borrower and its Restricted Subsidiaries for such period, plus (ii) the amounts deducted by Borrower and its Restricted Subsidiaries in determining such Consolidated Net Income for such period representing (s) noncash noncontrolling minority interest expense, (t) noncash charges (including noncash Consolidated Lease Expense and noncash theatre closing costs), amortization (including amortization of deferred financing fees), depreciation, noncash restructuring charges or reserves, and other noncash reserves and nonrecurring charges, (u) all federal, state and local taxes (whether paid in cash or deferred) computed on the basis of income, (v) Consolidated Interest Expense and noncash interest expense, (w) expenses or charges incurred in connection with the issuance of debt or equity securities, and up-front fees paid with respect to credit facilities provided by banks and other financial institutions, (x) Transaction Costs and other one-time fees, costs and expenses (including legal fees and costs) in connection with the Closing Date Transactions and actions related thereto (including obtaining title insurance, making filings and recordings of mortgages, deeds of trust, financing statements and other actions contemplated by the Loan Documents), (y) expenses or charges incurred in connection with real estate financings consummated during such period, and (z) fees and expenses paid in connection with Permitted Acquisitions consummated and Investments made during such period, minus (b) the amounts included by Borrower and its Restricted Subsidiaries in determining such Consolidated Net Income for such period representing (x) noncash gains (including any gains or income associated with cancellation of indebtedness), (y) nonrecurring gains, and (z) cash payments made during such period with respect to noncash charges or reserves included in (a)(ii) above for a prior period; provided that (without duplication), “Consolidated EBITDA” for any applicable period shall be (A) determined on the basis that any Permitted Acquisitions, or other acquisitions or dispositions of revenue producing assets that were consummated during such period, were

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consummated on the first day of such period, (B) determined on the basis that any designation of a Subsidiary as an Unrestricted Subsidiary or a Restricted Subsidiary, as the case may be, that occurred during such period occurred on the first day of such period, and (C) increased or decreased, as the case may be, to reflect the projected good faith identifiable and supportable net cost saving or additional net costs, as the case may be, resulting from any Permitted Acquisition consummated during such period by combining the operations of such acquisition with the operations of Borrower and its Restricted Subsidiaries (as determined by Borrower based on reasonable assumptions and computations set forth in sufficient detail and that are reasonably acceptable, in substance, to Administrative Agent, which determination shall be made on each date on which a Compliance Certificate for such applicable period is delivered, all in compliance with the requirements of Regulation S-X for a Form S-1 registration statement under the Securities Act); provided further that, so long as such net savings or additional net costs will be realizable at any time during such period, it may be assumed, for the purpose of this clause, that such net cost savings or additional net costs will be realizable during the entire period.

“Consolidated EBITDAR” means, as to Borrower and its Restricted Subsidiaries for any period, Consolidated EBITDA for such period plus, without duplication, the sum of all rent expense (calculated by giving effect to the adjustments to the asset base described in the definition of “Consolidated EBITDA” herein) of Borrower and its Restricted Subsidiaries for such period.

“Consolidated Excess Cash Flow” means, as to Borrower and its Restricted Subsidiaries for the period commencing on May 1, 2004 and ending on July 1, 2004 or December 30, 2004, as applicable, and for each Fiscal Quarter and Fiscal Year thereafter, an amount equal to:  (i) the sum, without duplication, of the amounts for such period of (a) Consolidated Net Income, (b) Consolidated Working Capital Adjustment, (c) to the extent deducted in calculating Consolidated Net Income, expenses, premiums or charges incurred in connection with the issuance of debt or equity securities, fees paid in respect of credit facilities provided by banks and other financial institutions, and one-time fees, costs and expenses (including legal fees and costs) in connection with the Closing Date Transactions and actions related thereto (including obtaining title insurance, making filings and recordings of mortgages, deeds of trust, financing statements, and other actions contemplated by the Loan Documents), (d) depreciation and amortization deducted in determining such Consolidated Net Income, and (e) other noncash charges or losses deducted in determining such Consolidated Net Income, minus (ii) the sum, without duplication, of the amounts for such period of (a) voluntary and scheduled repayments of Consolidated Total Debt (excluding (1) voluntary repayments of the Loans, and (2) repayments financed with Indebtedness), (b) Capital Expenditures made with internally-generated cash (net of any proceeds of (x) any related financings with respect to such expenditures, and (y) any Asset Sales used to finance such expenditures), and (c) noncash gains included in determining such Consolidated Net Income.

“Consolidated Interest Expense” means, as to Borrower and its Restricted Subsidiaries for any period, total cash interest expense (including that attributable to Capital Lease Obligations) of Borrower and its Restricted Subsidiaries for such period with respect to all outstanding Indebtedness of Borrower and its Restricted Subsidiaries (including all commissions,

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discounts and other fees and charges owed with respect to letters of credit and bankers’ acceptance financing and net costs under (and net payments received under) Hedge Agreements in respect of interest rates to the extent such net costs (or net payments) are allocable to such period in accordance with GAAP).

“Consolidated Lease Expense” means, for any period, the aggregate amount of fixed and contingent cash rentals payable by Borrower and its Restricted Subsidiaries (determined on a consolidated basis in accordance with GAAP), for such period with respect to leases of real and personal property; provided that, (i) payments in respect of Capital Lease Obligations or EITF 97-10 Capital Lease Obligations or lease obligations in respect of Digital Cinema Equipment owing to any DCIP Entity shall not constitute Consolidated Lease Expense, (ii) Consolidated Lease Expense shall be calculated by giving effect to the adjustments to the asset base described in the definition of “Consolidated EBITDA” herein, and (iii) payments in respect of Synthetic Lease Obligations shall not constitute Consolidated Lease Expense.

“Consolidated Leverage Ratio” means, as at the last day of any period of four consecutive Fiscal Quarters, the ratio of (a) Consolidated Total Debt on such day, to (b) Consolidated EBITDA for such period.

“Consolidated Net Income” means, as to Borrower and its Restricted Subsidiaries for any period, the consolidated net income (or loss) of Borrower and its Restricted Subsidiaries for such period, determined on a consolidated basis in accordance with GAAP; provided that, in calculating such Consolidated Net Income for any period, there shall be excluded (a) the income (or deficit) of any Restricted Subsidiary accrued prior to the date it becomes a Restricted Subsidiary or is merged into or consolidated with Borrower or any of its Restricted Subsidiaries, except as set forth in clause (A) of the first proviso of the definition of Consolidated EBITDA, (b) the income (or deficit) of any Person (other than a Restricted Subsidiary) in which Borrower or any of its Restricted Subsidiaries has an ownership interest, except to the extent that any such income is actually received by Borrower or such Restricted Subsidiary in the form of dividends or similar distributions; notwithstanding the foregoing, all dividends or similar distributions actually received by Borrower or such Restricted Subsidiary from NCM shall be included in Consolidated Net Income to the extent not excluded pursuant to clause (e) below, (c) the undistributed earnings of any Restricted Subsidiary to the extent that the declaration or payment of dividends or similar distributions by such Restricted Subsidiary is not at the time permitted by the terms of any Contractual Obligation (other than under any Loan Document) or Requirement of Law applicable to such Restricted Subsidiary, (d) all gains (but not losses) that are either extraordinary (as determined in accordance with GAAP) or are either unusual or nonrecurring (including any gain from the sale or other disposition of assets outside the ordinary course of business or from the issuance or sale of any capital stock and from any cancellation of indebtedness gains or income) and (e) NCM Extraordinary Payments and taxes relating to such NCM Extraordinary Payments.

“Consolidated Total Debt” means, at any date of determination, the aggregate principal amount of all Funded Debt of Borrower and its Restricted Subsidiaries at such date, determined according to the face or principal amount thereof, based on the amount owing under the applicable Contractual Obligation (without regard to any election by the Borrower, Parent,

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Holdings or any other Person to measure an item of Indebtedness using fair value or any other discount to par that may be applicable under GAAP) on a consolidated basis with respect to the Borrower and its Subsidiaries, in accordance with consolidation principles utilized in GAAP, less the amount of unrestricted and unencumbered Cash and Cash Equivalents of Borrower and its Restricted Subsidiaries as of such date (provided that, Cash and Cash Equivalents subject to Liens granted under the Security Documents shall not be deemed to be restricted or unencumbered as a result thereof).

“Consolidated Working Capital” means, as at any date of determination, the excess of Consolidated Current Assets over Consolidated Current Liabilities as at such date.

“Consolidated Working Capital Adjustment” means, for any period on a consolidated basis, the amount (which may be a negative number) by which Consolidated Working Capital as at the beginning of such period exceeds (or is less than) Consolidated Working Capital as at the end of such period.

“Contingent Obligation” means, as to any Person (the “guaranteeing person”), any obligation of (a) the guaranteeing person or (b) another Person (including any bank under any letter of credit) to induce the creation of which the guaranteeing person has issued a reimbursement, counterindemnity or similar obligation guaranteeing or in effect guaranteeing any Indebtedness, leases, dividends or other obligations (the “primary obligations”) of any other Person (the “primary obligor”) in any manner, whether directly or indirectly, including any obligation of the guaranteeing person, whether or not contingent, (i) to purchase any such primary obligation or any Property constituting direct or indirect security therefor, (ii) to advance or supply funds (1) for the purchase or payment of any such primary obligation, or (2) to maintain working capital or equity capital of the primary obligor or otherwise to maintain the net worth or solvency of the primary obligor, (iii) to purchase Property, securities or services primarily for the purpose of assuring the owner of any such primary obligation of the ability of the primary obligor to make payment of such primary obligation, or (iv) otherwise to assure or hold harmless the owner of any such primary obligation against loss in respect thereof; provided that, the term Contingent Obligation shall not include endorsements of instruments for deposit or collection in the ordinary course of business.  The amount of any Contingent Obligation of any guaranteeing person shall be deemed to be the lower of (a) an amount equal to the stated or determinable amount of the primary obligation in respect of which such Contingent Obligation is made, and (b) the maximum amount for which such guaranteeing person may be liable pursuant to the terms of the instrument embodying such Contingent Obligation, unless such primary obligation and the maximum amount for which such guaranteeing person may be liable are not stated or determinable, in which case the amount of such Contingent Obligation shall be such guaranteeing person’s maximum reasonably anticipated liability in respect thereof as determined by Borrower in good faith.

“Continuing Director” means, as of any date of determination, any member of the board of directors of Parent who: (1) was a member of Parent’s board of directors on the Closing Date; (2) was nominated for election or elected to such board of directors with the approval of a majority of the Continuing Directors who were members of such board at the time of such

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nomination or election; or (3) was nominated for election pursuant to the provisions of the Amended and Restated Stockholders Agreement, dated May 14, 2002 between Parent and Sponsor as in effect on the Closing Date.

“Contractual Obligation” means, as to any Person, any provision of any security issued by that Person or of any indenture, mortgage, deed of trust, contract, undertaking, agreement or other instrument to which that Person is a party or by which it or any of its properties is bound or to which it or any of its properties is subject.

“Control Agreement” as defined in the Guaranty and Collateral Agreement.

“Conversion/Continuation Date” means the effective date of a continuation or conversion, as the case may be, as set forth in the applicable Conversion/Continuation Notice.

“Conversion/Continuation Notice” means a notice substantially in the form of Exhibit A-2.

“Credit Date” means the date of a Credit Extension.

“Credit Extension” means the making of a Loan or the issuing of a Letter of Credit.

“CS” means Credit Suisse AG, Cayman Islands Branch.

“CS Securities” means Credit Suisse Securities (USA) LLC.

“DCIP” means Digital Cinema Implementation Partners, LLC, a Delaware limited liability company.

“DCIP Entity” means DCIP and its direct and indirect subsidiaries.

“DCIP Investment Transaction” means (x) a capital contribution by the Borrower or any Restricted Subsidiary (of cash or of Digital Cinema Equipment), whether directly or indirectly (including, without limitation, through an Unrestricted Subsidiary), to any DCIP Entity or (y) the sale of Digital Cinema Equipment of the Borrower or any Restricted Subsidiary to any DCIP Entity as part of a sale and leaseback transaction with any DCIP Entity for such equipment in which the Borrower or a Restricted Subsidiary is the lessee, in each case, in connection with the implementation, maintenance and support of digital cinema in theaters of the Borrower and its Restricted Subsidiaries; provided that the Borrower is the beneficial owner of no less than 5% of the ordinary Capital Stock of DCIP at the time of such contribution or sale.

“DCIP Sale and Leaseback Transaction” as defined in Section 6.11.

“Default” means a condition or event that, after notice or lapse of time or both, would constitute an Event of Default.

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“Default Excess” means, with respect to any Defaulting Lender that caused a Funding Default, the excess, if any, of such Defaulting Lender’s Pro Rata Share of the aggregate outstanding principal amount of the Loans of all Lenders (calculated as if all Defaulting Lenders (including such Defaulting Lender) had funded all of their respective Defaulted Loans) over the aggregate outstanding principal amount of all Loans of such Defaulting Lender.

“Default Period” means, with respect to any Defaulting Lender, (A) the period commencing on the date of the applicable Funding Default and ending on the earliest of:  (i) the date on which all Commitments are cancelled or terminated or the Obligations are declared or become immediately due and payable, (ii) the date on which (a) the Default Excess with respect to such Defaulting Lender shall have been reduced to zero (whether by the funding by such Defaulting Lender of any of its Defaulted Loans or by the non pro rata application of any voluntary or mandatory prepayments of the Loans in accordance with the terms of Section 2.12 or 2.13 or by a combination thereof), and (b) such Defaulting Lender shall have delivered to Borrower and Administrative Agent a written reaffirmation of its intention to honor its obligations hereunder with respect to its Commitments, and (iii) the date on which Borrower, Administrative Agent and Requisite Lenders waive all Funding Defaults of such Defaulting Lender in writing and (B) in the case of any Defaulting Lender that is a Revolving Lender, the period commencing on the date such Defaulting Lender, or any Person that directly or indirectly controls such Defaulting Lender, becomes the subject of a proceeding under the Bankruptcy Code, or any Federal, state or foreign bankruptcy, insolvency, receivership or similar law or management of which have been taken over by any Governmental Authority and ending on the date such Defaulting Lender or such Person is no longer the subject of such proceeding (if any) and such Defaulting Lender shall have delivered to Borrower and Administrative Agent a written reaffirmation of its intention to honor its obligations hereunder with respect to its Commitments.

“Defaulted Loan” as defined in the definition of “Defaulting Lender”.

“Defaulting Lender” means (1) any Lender that (x) defaults in its obligation to fund within three Business Days of the date required to be funded by it hereunder, unless such obligation is the subject of a bona fide good faith dispute or (y) notifies the Administrative Agent or a Loan Party that it does not intend to satisfy any such obligation to fund, any Revolving Loan or to fund its participation under Section 2.3(e) (in each case, a “Defaulted Loan” and any such default or notification, a “Funding Default”); (2) any Revolving Lender that becomes insolvent or is the subject of a proceeding under the Bankruptcy Code, or any Federal, state or foreign bankruptcy, insolvency, receivership or similar law or the assets or management of which have been taken over by any Governmental Authority or (3) any Revolving Lender that is controlled (directly or indirectly) by or is a Subsidiary of a Person that has become insolvent or is the subject of a proceeding under the Bankruptcy Code, or any Federal, state or foreign bankruptcy, insolvency, receivership or similar law or the assets or management of which has been taken over by any Governmental Authority.

“Deposit Account” as defined in the UCC.

“Derivatives Counterparty” as defined in Section 6.6.

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“Digital Cinema Equipment” means digital projectors and related equipment and software used primarily for digital cinema exhibition.

“Discharge of the Obligations” occurs when (i) the Commitments have terminated or expired, no Letter of Credit is outstanding (other than Letters of Credit that have been fully cash collatereralized or supported in full by another letter of credit, in either case, in a manner satisfactory to the Issuing Bank) and all Obligations of all Loan Parties (other than obligations in respect of Hedge Agreements and indemnification obligations that are then inchoate) have been paid in full, and (ii) to the extent obligations in respect of Hedge Agreements are then outstanding, unless otherwise agreed in writing by the applicable counterparties, no event of default or termination event shall have occurred and be continuing under any such Hedge Agreements, and no event described in Section 7.1(f) or 7.1(g) (in respect of Borrower only) shall have occurred and be continuing.

“Disposition” means with respect to any Property, any sale, lease, sale and leaseback, assignment, conveyance, transfer or other disposition thereof (including any sale, assignment, conveyance, transfer, disposition or issuance of Capital Stock of any Restricted Subsidiary or any sale, assignment, conveyance, transfer or disposition of Capital Stock held by Borrower or any Restricted Subsidiary); and the terms “Dispose” and “Disposed of” shall have correlative meanings.

“Disqualified Stock” means any Capital Stock or other ownership or profit interest of any of Borrower or its Subsidiaries that any such Person is or, upon the passage of time or the occurrence of any event may become, obligated to redeem, purchase, retire, defease or otherwise make any payment in respect of such Capital Stock in consideration other than additional Capital Stock (other than Disqualified Stock), if such obligation matures or has the potential to mature sooner than one year after the repayment in full of all Obligations hereunder.

“Dollars” and the sign “$” mean the lawful money of the United States of America.

“Domestic Subsidiary” means any Restricted Subsidiary organized under the laws of the United States of America, any state thereof or the District of Columbia.

“EITF 97-10 Capital Lease Obligations” means obligations that are classified as “Capital Lease Obligations” under generally accepted accounting principles in the United States of America due to the application of Emerging Issues Task Force Regulation 97-10, and that, but for such regulation, would not constitute Capital Lease Obligations.

“Eligible Assignee” means (i) any Lender, any Affiliate of any Lender and any Related Fund (any two or more Related Funds being treated as a single Eligible Assignee for all purposes hereof), and (ii) any commercial bank, insurance company, investment or mutual fund or other entity that is an “accredited investor” (as defined in Regulation D under the Securities Act) and that extends credit or buys loans as one of its primary businesses; provided that, no Affiliate or competitor of Borrower, or Terminated Lender shall be an Eligible Assignee.  For purposes of this definition, “competitor” means (x) a Person primarily engaged in the same Line of Business

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as Borrower, (y) a Person directly or indirectly controlled by or under common control with any Person identified in the preceding clause (x), and (z) a Subsidiary of any Person identified in the preceding clause (x).

“Environmental Claim” means any investigation, notice, notice of violation, claim, action, suit, proceeding, demand (conditional or otherwise), by any Governmental Authority or any other Person or any order or directive by any Governmental Authority, arising (i) pursuant to or in connection with any actual or alleged violation of any Environmental Law, (ii) in connection with any Hazardous Material or any actual or alleged Hazardous Materials Activity, or (iii) in connection with any actual or alleged damage, injury, threat or harm to health, safety, natural resources or the environment.

“Environmental Laws” means any and all applicable laws, rules, orders, regulations, statutes, ordinances, codes, decrees, or other legally enforceable requirements (including common law) of any international authority, foreign government, the United States, or any state, local, municipal or other Governmental Authority, regulating, relating to or imposing liability or standards of conduct concerning Hazardous Materials Activity, protection of the environment, human health, or the generation, use, storage, transportation or disposal of Hazardous Materials, as has been, is now, or may at any time hereafter be, in effect.

“Environmental Permits” means any and all permits, licenses, approvals, registrations, notifications, exemptions and any other authorization required under any Environmental Law.

“ECP” shall have the meaning set forth in the definition of Excluded Swap Obligation.

“ERISA” means the Employee Retirement Income Security Act of 1974, as amended.

“ERISA Affiliate” means, as applied to any Person, (i) any corporation that is a member of a controlled group of corporations within the meaning of Section 414(b) of the Code of which that Person is a member, (ii) any trade or business (whether or not incorporated) that is a member of a group of trades or businesses under common control within the meaning of Section 414(c) of the Code of which that Person is a member, and (iii) any member of an affiliated service group within the meaning of Section 414(m) or (o) of the Code of which that Person, any corporation described in clause (i) above or any trade or business described in clause (ii) above is a member.  Any former ERISA Affiliate of Borrower or any of its Subsidiaries shall continue to be considered an ERISA Affiliate of Borrower or any such Subsidiary within the meaning of this definition with respect to the period such entity was an ERISA Affiliate of Borrower or such Subsidiary and with respect to liabilities arising after such period for which Borrower or such Subsidiary could be liable under the Code or ERISA.

“ERISA Event” means (i) a “reportable event” within the meaning of Section 4043(c) of ERISA and the regulations issued thereunder with respect to any Pension Plan (excluding those for which the provision for 30 day notice to the PBGC has been waived by regulation), (ii) the failure to meet the minimum funding standard of Section 412 of the Code with respect to any Pension Plan (whether or not waived in accordance with Section 412(d) of the Code) or the

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failure to make by its due date a required installment under Section 412(m) of the Code with respect to any Pension Plan or the failure to make any required contribution to a Multiemployer Plan, (iii) the provision by the administrator of any Pension Plan pursuant to Section 4041(a)(2) of ERISA of a notice of intent to terminate such plan in a distress termination described in Section 4041(c) of ERISA, (iv) the withdrawal by Borrower, any of its Subsidiaries or any of their respective ERISA Affiliates from any Pension Plan with two or more contributing sponsors or the termination of any such Pension Plan resulting in liability to Borrower, any of its Subsidiaries or any of their respective Affiliates pursuant to Section 4063 or 4064 of ERISA, (v) the institution by the PBGC of proceedings to terminate any Pension Plan, or the occurrence of any event or condition which might constitute grounds under ERISA for the termination of, or the appointment of a trustee to administer, any Pension Plan, (vi) the imposition of liability on Borrower, any of its Subsidiaries or any of their respective ERISA Affiliates pursuant to Section 4062(e) or 4069 of ERISA or by reason of the application of Section 4212(c) of ERISA, (vii) the withdrawal of Borrower, any of its Subsidiaries or any of their respective ERISA Affiliates in a complete or partial withdrawal (within the meaning of Sections 4203 and 4205 of ERISA) from any Multiemployer Plan if there is any potential liability therefor, or the receipt by Borrower, any of its Subsidiaries or any of their respective ERISA Affiliates of notice from any Multiemployer Plan that it is in reorganization or insolvency pursuant to Section 4241 or 4245 of ERISA, or that it intends to terminate or has terminated under Section 4041A or 4042 of ERISA, (viii) the occurrence of an act or omission which could give rise to the imposition on Borrower, any of its Subsidiaries or any of their respective ERISA Affiliates of fines, penalties, taxes or related charges under Chapter 43 of the Code or under Section 409, Section 502(c), (i) or (l), or Section 4071 of ERISA in respect of any Employee Benefit Plan, (ix) the assertion of a material claim (other than routine claims for benefits) against any Employee Benefit Plan other than a Multiemployer Plan or the assets thereof, or against Borrower, any of its Subsidiaries or any of their respective ERISA Affiliates in connection with any Employee Benefit Plan, (x) receipt from the Internal Revenue Service of notice of the failure of any Pension Plan (or any other Employee Benefit Plan intended to be qualified under Section 401(a) of the Code) to qualify under Section 401(a) of the Code, or the failure of any trust forming part of any Pension Plan to qualify for exemption from taxation under Section 501(a) of the Code, or (xi) the imposition of a Lien pursuant to Section 401(a)(29) or 412(n) of the Code or pursuant to ERISA with respect to any Pension Plan.

“Eurodollar Rate Loan” means a Loan bearing interest at a rate determined by reference to the Adjusted Eurodollar Rate.

“Event of Default” means any of the conditions or events set forth in Section 7.1.

“Exchange Act” means the Securities Exchange Act of 1934, as amended.

“Excluded FATCA Tax” means any tax, assessment or other governmental charge that would not have been imposed but for a failure by a Lender (or any financial institution through which any payment is made to such Lender) to comply with the requirements of FATCA.

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“Excluded Foreign Subsidiary” means a Foreign Subsidiary in respect of which either (i) the pledge of all of the Capital Stock of such Subsidiary as Collateral, or (ii) the guaranteeing by such Subsidiary of the Obligations, would, in the good faith judgment of Borrower, result in material adverse tax consequences to Borrower and its Restricted Subsidiaries, taken as a whole; provided that, a Foreign Subsidiary that is treated as a pass-through entity for United States federal income tax purposes shall not be an Excluded Foreign Subsidiary while so treated.

“Excluded NCM Equity Interests” means Capital Stock of NCM and NCM, Inc., in each case, owned by the Borrower and its Subsidiaries (i) prior to the Closing Date or (ii) acquired on or after the Closing Date in a transaction that does not constitute an Investment (or constitutes an Investment for no or nominal consideration), including, for the avoidance of doubt, Capital Stock of NCM and NCM, Inc. acquired or otherwise obtained under the NCM Unit Adjustment Agreement substantially in the form in effect as of the date hereof or that constitutes (or is funded pursuant to) an Investment under Section 6.8(j).

“Excluded Swap Obligation” shall mean, with respect to any Guarantor, the Parent or Holdings, any Swap Obligation if, and to the extent that, all or a portion of the guaranty of such Person of, or the grant by such Person of a security interest to secure, such Swap Obligation (or any guaranty thereof) is or becomes illegal under the Commodity Exchange Act or any rule, regulation or order of the Commodity Futures Trading Commission (or the application or official interpretation of any thereof) by virtue of such Person’s failure for any reason to constitute an “eligible contract participant” as defined in the Commodity Exchange Act and the regulations thereunder (each, an “ECP”) at the time the guaranty of such Person or the grant of such security interest becomes effective with respect to such Swap Obligation.  If a Swap Obligation arises under a master agreement governing more than one swap, such exclusion shall apply only to the portion of such Swap Obligation that is attributable to swaps for which such guaranty or security interest is or becomes illegal.

“Existing Class” shall mean, at any time, a Class of Term Loans or a Class of Revolving Loans existing at such time (not including any Class of Term Loans or Class of Revolving Loans being made or established at such time).

“Existing Letters of Credit” means all letters of credit outstanding under the Fifth Restated Credit Agreement immediately prior to giving effect to this Agreement, including those described on Schedule 1.1 hereto.

“Existing Mortgage” means any mortgage, deed of trust or deed to secure debt, as applicable, granted as security for all or any of the obligations under any of the Original Credit Agreement, Restated Credit Agreement, Second Restated Credit Agreement, Third Restated Credit Agreement, Fourth Restated Credit Agreement or Fifth Restated Credit Agreement and that is still in effect on the Closing Date, as the same has been or may be amended, supplemented or otherwise modified from time to time; provided, however, that except for purposes of Section 9.22(c), no mortgage, deed of trust or deed to secure debt that covers any leasehold, but not fee, interest in any Real Estate Asset shall constitute an Existing Mortgage.

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“Existing Notes” means (i) the 6.25% convertible senior notes due 2011 issued by Parent and (ii) the 9.375% senior subordinated notes due 2012 issued by the Borrower.

“Existing Revolving Commitments” means the revolving commitments outstanding under the Fifth Restated Credit Agreement immediately prior to the effectiveness of this Agreement.

“Existing Revolving Loans” means the revolving loans outstanding under the Fifth Restated Credit Agreement immediately prior to the effectiveness of this Agreement, as more particularly described on Appendix A-1.

“Existing Term Loans” means the term loans outstanding under the Fifth Restated Credit Agreement immediately prior to the effectiveness of this Agreement, as more particularly described on Appendix A-1.

“Existing Title Policy” means each of the mortgagee’s title insurance policies that were issued pursuant to the terms of the Original Credit Agreement, the Restated Credit Agreement, the Second Restated Credit Agreement, the Third Restated Credit Agreement, the Fourth Restated Credit Agreement, the Fifth Restated Credit Agreement or the Credit Agreement.

“Extended Term Loans” as defined in Section 2.22(c).

“Extended Revolving Commitments” as defined in Section 2.22(c).

“Extension Date” as defined in Section 2.22(c).

“Facility” means any real property (including all buildings, fixtures or other improvements located thereon) now, hereafter or heretofore owned, leased, operated or used by Borrower or any of its Subsidiaries or any of their respective predecessors or Affiliates.

“FATCA” means Sections 1471 through 1474 of the Code as of the date hereof and any Treasury Regulations promulgated thereunder or other official interpretations thereof.

“Federal Funds Effective Rate” means for any day, the rate per annum equal to the weighted average of the rates on overnight federal funds transactions with members of the Federal Reserve System arranged by federal funds brokers on such day, as published by the Federal Reserve Bank of New York on the Business Day next succeeding such day; provided that, (i) if such day is not a Business Day, the Federal Funds Rate for such day shall be such rate on such transactions on the next preceding Business Day as so published on the next succeeding Business Day, and (ii) if no such rate is so published on such next succeeding Business Day, the Federal Funds Rate for such day shall be the average rate charged to Administrative Agent, in its capacity as a Lender, on such day on such transactions as determined by Administrative Agent.

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“First Amendment” means that certain Permitted Secured Refinancing Agreement, dated as of February 23, 2011, by and among Parent, Holdings, the Borrower, the Guarantors, the Lenders party thereto and the Administrative Agent.

“First Amendment Effective Date” means February 23, 2011.

“Fifth Restated Credit Agreement” as defined in the preamble hereto.

“Final Maturity Date” means the latest to occur of the Term Loan Maturity Date and the maturity date of each Series or other tranche of term loans hereunder, if any.

“Financial Covenant Default” means a failure to comply with the covenants set forth in Section 6.1. It is understood and agreed that this definition may not be amended without the written consent of the Requisite Revolving Lenders.

“Financial Covenant Remedy” as defined in Section 7.1(c).

“First Priority” means, with respect to any Lien purported to be created in any Collateral pursuant to any Security Document, that such Lien is the only Lien to which such Collateral is subject, other than any Permitted Lien.

“Fiscal Quarter” means each fiscal quarter of Borrower.  References herein to a particular Fiscal Quarter (e.g., “2nd Fiscal Quarter of 2010” refers to the number of Fiscal Quarters elapsed in a particular Fiscal Year (including such Fiscal Quarter)).

“Fiscal Year” means a fiscal year of Borrower, each of which shall, subject to any change in accordance with Section 6.12, commence on the first Friday after December 25, and end on the first Thursday after the ensuing December 25.  References herein to a particular Fiscal Year (e.g., “Fiscal Year 2010”), shall mean the Fiscal Year for which the majority of such period of time occurs during the identified calendar year.

“Flood Hazard Property” means any Real Estate Asset subject to a Mortgage in favor of Administrative Agent, for the benefit of the Secured Parties, and located in an area designated by the Federal Emergency Management Agency as having special flood or mud slide hazards.

“Foreign Assets” means assets (other than Persons constituting Foreign Subsidiaries) acquired by a Foreign Subsidiary in a Permitted Acquisition or pursuant to Section 6.8(m).

“Foreign Subsidiary” means any Subsidiary that is not a Domestic Subsidiary.

“Foreign Subsidiary Investment Basket” means an amount (not less than zero) equal to $150,000,000, minus (a) the fair market value (determined at the time of acquisition) of Foreign Subsidiaries or Foreign Assets acquired pursuant to Section 6.8(f) and applied to reduce the Foreign Subsidiary Investment Basket as set forth therein, minus (b) the aggregate amount of Investments made by Borrower and its Domestic Subsidiaries in Foreign Subsidiaries or Foreign Assets since the Closing Date (other than those referred to in clause (a) and those received as a

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capital contribution), plus (c) the aggregate amount of Net Cash Proceeds received by Borrower and its Domestic Subsidiaries from Dispositions of Foreign Subsidiaries or Foreign Assets since the Closing Date.

“Fourth Restated Credit Agreement” as defined in the preamble hereto.

“Fourth Restated Credit Agreement Closing Date” means May 10, 2004.

“Fund” means any Person (other than a natural person) that is or will be engaged in making, purchasing, holding or otherwise investing in commercial loans and similar extensions of credit in the ordinary course.

“Funded Debt” means, as to any Person, all Indebtedness of such Person of the types described in clauses (a) through (e) of the definition of “Indebtedness” herein.

“Funding Default” as defined in the definition of “Defaulting Lender”.

“Funding Notice” means a notice substantially in the form of Exhibit A-1.

“GAAP” means, subject to the limitations on the application thereof set forth in Section 1.2, United States generally accepted accounting principles in effect as of the date of determination thereof.

“Governmental Acts” means any act or omission, whether rightful or wrongful, of any present or future de jure or de facto government or Governmental Authority.

“Governmental Authority” means any federal, state, municipal, national or other government, governmental department, commission, board, bureau, court, agency or instrumentality or political subdivision thereof or any entity or officer exercising executive, legislative, judicial, regulatory or administrative functions of or pertaining to any government or any court, in each case whether associated with a state of the United States, the United States, or a foreign entity or government.

“Governmental Authorization” means any permit, license, authorization, plan, directive, consent order or consent decree of or from any Governmental Authority.

“Great Escapes Acquisition” means the acquisitions effectuated pursuant to the Great Escape Acquisition Agreement.

“Great Escapes Acquisition Agreement” means that certain Equity Purchase Agreement dated as of October 4, 2012, by and among Regal Cinemas, Inc., Ragains Enterprises LLC, McIntosh Properties, LLC, Great Escape Theatres of Harrisburg, LP, The Anne Ragains Enterprises GRAT dated February 1, 2009, The Anne Ragains Gift Trust dated February 14, 2001, Jared C. Ragains, Alicia A. Stafford, Great Escape of Pennsylvania, Inc., Anne M. Ragains and Aliance Entertainment, Inc.

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“Guarantied Obligations” as defined in the Guaranty and Collateral Agreement.

“Guarantor” means each Restricted Subsidiary, other than (i) any Excluded Foreign Subsidiary, (ii) any U.S. Holding Company, (iii) Green Hills Commons, LLC and (iiiiv) the UA Subsidiaries (solely when the UA Pass-Through Certificates Restriction is in effect).

“Guaranty” means the guaranty of each Guarantor set forth in the Guaranty and Collateral Agreement.

“Guaranty and Collateral Agreement” means the Second Amended and Restated Guaranty and Collateral Agreement, dated as of the Closing Date and executed by Borrower and each Guarantor, substantially in the form of Exhibit G-1, as it may be amended, restated, supplemented or otherwise modified from time to time.

“Guaranty and Pledge Agreement” means the Amended and Restated Limited Guaranty and Pledge Agreement, dated as of the Closing Date and executed by Holdings, substantially in the form of Exhibit G-2, as it may be amended, restated, supplemented or otherwise modified from time to time.

“Hazardous Materials” means any chemical, material, substance or waste, exposure to which is prohibited, limited or regulated by any Governmental Authority, or that is defined or included as “hazardous” or “toxic,” or as a “pollutant” or “contaminant,” in or under any Environmental Law (including any “hazardous substance,” as defined in CERCLA, and any “hazardous waste,” as defined in the Resource Conservation and Recovery Act of 1976, as amended), or that poses or could pose a hazard to the health and safety of the owners, occupants or any Persons in the vicinity of any Facility or to the indoor or outdoor environment, and in any event including any petroleum or petroleum product, asbestos or asbestos-containing material, polychlorinated biphenyls, fungus or mold.

“Hazardous Materials Activity” means any past, current, proposed or threatened activity, event or occurrence involving any Hazardous Materials, including the use, manufacture, possession, storage, holding, presence, existence, location, Release, threatened Release, discharge, placement, generation, transportation, processing, construction, treatment, abatement, removal, remediation, disposal, disposition or handling of any Hazardous Materials, and any corrective action or response action required under an Environmental Law with respect to any of the foregoing.

“Hedge Agreement” an Interest Rate Agreement entered into between Borrower and any Lender Counterparty that has been designated as a Hedge Agreement by such Lender Counterparty and Borrower, by notice to Administrative Agent not later than 90 days after the execution and delivery thereof by Borrower (including, without limitation, any such agreement that was so designated prior to the Closing Date, including under a Prior Credit Agreement); provided that, the designation of any Interest Rate Agreement as a Hedge Agreement shall not create in favor of any Lender Counterparty any rights in connection with the management or

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release of any Collateral or of the management or release of obligations of any Guarantor under the Guarantee and Collateral Agreement.

“Highest Lawful Rate” means the maximum lawful interest rate, if any, that at any time or from time to time may be contracted for, charged, or received under the laws applicable to any Lender that are presently in effect or, to the extent allowed by law, under such applicable laws that may hereafter be in effect and that allow a higher maximum nonusurious interest rate than applicable laws now allow.

“Historical Financial Statements” as defined in Section 4.1(a).

“Holdings” means Regal Entertainment Holdings, Inc., a Delaware corporation.

“Increased Amount Date” as defined in Section 2.1(c)(i).

“Increased-Cost Lender” as defined in Section 2.20.

“Indebtedness” means, with respect to any Person, without duplication, (a) all indebtedness of such Person for borrowed money, (b) all obligations of such Person for the deferred purchase price of Property or services (other than trade payables incurred in the ordinary course of such Person’s business), (c) all obligations of such Person evidenced by notes, bonds, debentures or other similar instruments, (d) all indebtedness created or arising under any conditional sale or other title retention agreement with respect to Property acquired by such Person (even though the rights and remedies of the seller or lender under such agreement in the event of default are limited to repossession or sale of such Property), (e) all Capital Lease Obligations or Synthetic Lease Obligations of such Person, (f) all obligations of such Person, contingent or otherwise, as an account party under bankers’ acceptance, letter of credit or similar facilities, (g) all obligations of such Person, contingent or otherwise, to purchase, redeem, retire or otherwise acquire for value any Capital Stock of such Person, (h) all Contingent Obligations of such Person in respect of obligations of the kind referred to in clauses (a) through (g) above, (i) all obligations of the kind referred to in clauses (a) through (h) above secured by (or for which the holder of such obligation has an existing right, contingent or otherwise, to be secured by) any Lien on Property (including accounts and contract rights) owned by such Person, whether or not such Person has assumed or become liable for the payment of such obligation, (j) for the purposes of Section 7.1(b) only, all obligations of such Person in respect of Hedge Agreements, and (k) the liquidation value of any Preferred Stock of such Person or its Subsidiaries held by any Person other than such Person and its Wholly-Owned Subsidiaries; provided that, obligations incurred under the UA Pass-Through Trust Documents shall not constitute Indebtedness for any purposes hereunder.

“Indemnified Liabilities” means, collectively, any and all liabilities, obligations, losses, damages (including natural resource damages), penalties, claims (including Environmental Claims), costs (including the costs of any investigation, study, sampling, testing, abatement, cleanup, removal, remediation or other response action necessary to remove, remediate, clean up or abate any Hazardous Materials Activity), expenses and disbursements of any kind or nature

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whatsoever (including the reasonable fees and disbursements of counsel for Indemnitees in connection with any investigative, administrative or judicial proceeding commenced or threatened by any Person, whether or not any such Indemnitee shall be designated as a party or a potential party thereto (whether such matter is initiated by a third party, the Borrower, Holdings, Parent or any other Loan Party or any Affiliate thereof), and any fees or expenses incurred by Indemnitees in enforcing its indemnity), whether direct, indirect or consequential and whether based on any federal, state or foreign laws, statutes, rules or regulations (including securities and commercial laws, statutes, rules or regulations and Environmental Laws), on common law or equitable cause or on contract or otherwise, that may be imposed on, incurred by, or asserted against any such Indemnitee, in any manner relating to or arising out of (i) this Agreement or the other Loan Documents or the transactions contemplated hereby or thereby (including the Lenders’ agreement to make Credit Extensions or the use or intended use of the proceeds thereof, or any enforcement of any of the Loan Documents (including any sale of, collection from, or other realization on any of the Collateral or the enforcement of the Guaranty)), or (ii) any Environmental Claim or any Hazardous Materials Activity relating to or arising from, directly or indirectly, any past or present activity, operation, land ownership, or practice of Borrower or any of its Subsidiaries.

“Indemnitee” as defined in Section 9.3.

“Insolvency” means, with respect to any Multiemployer Plan, the condition that such Plan is insolvent within the meaning of Section 4245 of ERISA.

“Installment” as defined in Section 2.11 or, with respect to any Series of New Term Loans, as defined in the applicable Joinder Agreement.

“Installment Date” as defined in Section 2.11 or, with respect to any Series of New Term Loans, as defined in the applicable Joinder Agreement.

“Insurance Requirements” all material terms of any insurance policy required pursuant to this Agreement or any Security Document and all material regulations and then current standards applicable to or affecting any Mortgaged Property or any part thereof or any use or condition thereof that may, at any time, be recommended by the Board of Fire Underwriters, if any, having jurisdiction over any Mortgaged Property, or any other body exercising similar functions.

“Intellectual Property” means the collective reference to all rights, priorities and privileges relating to intellectual property, whether arising under United States, state, multinational or foreign laws or otherwise, including copyrights, patents, trademarks, service-marks, technology, know-how and processes, recipes, formulas, trade secrets, or licenses (under which the applicable Person is licensor or has assignable rights as a licensee) relating to any of the foregoing and all rights to sue at law or in equity for any infringement or other impairment thereof, including the right to receive all proceeds and damages therefrom.

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“Intellectual Property Security Agreement” as defined in the Guaranty and Collateral Agreement.

“Intercompany Note” means a promissory note evidencing Indebtedness payable by Borrower or any Loan Party (in each case, as payor) to any other Loan Party (as payee), substantially in the form of Exhibit I, or otherwise in form and substance satisfactory to Administrative Agent.

“Interest Payment Date” means (i) with respect to any Base Rate Loan, the last Business Day of each March, June, September and December of each year, commencing on the first such date to occur after the Closing Date, and the final maturity date of such Loan, and (ii) with respect to any Eurodollar Rate Loan, the last day of each Interest Period applicable to such Loan, provided that, in the case of each Interest Period of longer than three months, “Interest Payment Date” shall also include each date that is three months, or an integral multiple thereof, after the commencement of such Interest Period.

“Interest Period” means, in connection with a Eurodollar Rate Loan, an interest period of one, two, three, six or (if available to all Lenders with Loans affected thereby) twelve months, as selected by Borrower in the applicable Funding Notice or Conversion/Continuation Notice, (i) initially, commencing on the Credit Date or Conversion/Continuation Date thereof, as the case may be, and (ii) thereafter, commencing on the day on which the immediately preceding Interest Period expires; provided that, (a) if an Interest Period would otherwise expire on a day that is not a Business Day, such Interest Period shall expire on the next succeeding Business Day unless no further Business Day occurs in such month, in which case such Interest Period shall expire on the immediately preceding Business Day, (b) any Interest Period that begins on the last Business Day of a calendar month (or on a day for which there is no numerically corresponding day in the calendar month at the end of such Interest Period) shall, subject to clauses (c) and (d), of this definition, end on the last Business Day of a calendar month, (c) no Interest Period with respect to any Term Loan shall extend beyond the Term Loan Maturity Date, and (d) no Interest Period with respect to any Revolving Loan shall extend beyond the Revolving Commitment Termination Date.

“Interest Rate Agreement” means any interest rate swap agreement, interest rate cap agreement, interest rate collar agreement, interest rate hedging agreement or other similar agreement or arrangement, each of which is for the purpose of hedging the interest rate exposure associated with the operations of Borrower and its Subsidiaries and not for speculative purposes.

“Interest Rate Determination Date” means, with respect to any Interest Period, the date that is two Business Days prior to the first day of such Interest Period.

“Investment” as defined in Section 6.8. The amount of any Investment outstanding at any time shall be measured net of cash returns on any such Investments to the Borrower and its Restricted Subsidiaries constituting a repayment of such Investment or a return of capital on such Investment, but without giving effect to changes in the value thereof.

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“Issuance Notice” means a notice substantially in the form of Exhibit A-3.

“Issuing Bank” means CS, as Issuing Bank hereunder, together with its permitted successors and assigns in such capacity.

“Joinder Agreement” as defined in Section 2.1(c)(i).

“Joint Venture” means a joint venture, partnership or other similar arrangement, whether in corporate, partnership or other legal form; provided that, in no event shall any corporate Subsidiary of any Person be considered to be a Joint Venture to which such Person is a party.

“Latest Maturity Date” shall mean, at any date of determination, the latest maturity or expiration date applicable to any Loan or Commitment hereunder at such time.

“L/C Maturity Date” as defined in Section 2.3(a).

“Lender” means each financial institution listed on the signature pages hereto as a Lender and any other Person that becomes a Lender hereto pursuant to an Assignment Agreement or a Joinder Agreement.

“Lender Counterparty” means a Lender (or an Affiliate thereof) or Agent (or an Affiliate thereof) that is a counterparty to a Hedge Agreement (including any Person who was a Lender (or an Affiliate of a Lender) or Agent (or an Affiliate thereof) as of the date such Person entered into a Hedge Agreement but subsequently ceased to be a Lender or Agent), including each such Affiliate that enters into a joinder agreement with Administrative Agent.

“Letter of Credit” means a standby letter of credit issued or to be issued by Issuing Bank pursuant to this Agreement.

“Letter-of-Credit Sublimit” means, as at any date of determination, the lesser of (i) $30,000,000, and (ii) the aggregate unused amount of the Revolving Commitments then in effect.

“Letter-of-Credit Usage” means, as at any date of determination, the sum of (i) the maximum aggregate amount that is, or at any time thereafter may become, available for drawing under all Letters of Credit then outstanding, and (ii) the aggregate amount of all drawings under Letters of Credit honored by Issuing Bank and not theretofore reimbursed by or on behalf of Borrower.

“Lien” means (i) any lien, mortgage, pledge, assignment, hypothecation, claim, restriction, security interest, fixed or floating charge, or encumbrance of any kind (including any agreement to give any of the foregoing, any conditional sale or other title retention agreement, and any lease in the nature thereof) and any option, trust or other preferential arrangement having the practical effect of any of the foregoing, and (ii) in the case of Securities, any purchase option, call or similar right of a third party with respect to such Securities.

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“Line of Business” as defined in Section 6.15.

“Loan” means a Term Loan or a Revolving Loan.

“Loan Document” means any of this Agreement, the Parent Guaranty, the Notes, if any, the Security Documents, any documents or certificates executed by Borrower in favor of Issuing Bank relating to Letters of Credit, and all other documents, instruments or agreements executed and delivered by a Loan Party or by Holdings for the benefit of any Agent, Issuing Bank or any Lender in connection herewith.

“Loan Modification Agreement” shall mean any amendment to this Agreement (in form and substance reasonably satisfactory to the Administrative Agent) pursuant to which the Borrower and the Accepting Lenders agree to one or more Permitted Amendments.

“Loan Modification Offer” as defined in Section 2.22(a).

“Loan Party” means Borrower, each Guarantor and each other Subsidiary of Borrower that is a party to a Loan Document.

“Margin Stock” as defined in Regulation U of the Board of Governors of the Federal Reserve System as in effect from time to time.

“Material Adverse Effect” means a material adverse change in or affecting (a) the condition (financial or otherwise), results of operation, assets, liabilities or management of the Loan Parties, taken as a whole, (b) the validity or enforceability of this Agreement or any of the other Loan Documents, (c) the validity, enforceability or priority of the Liens purported to be created by the Security Documents, or (d)  the rights or remedies of Administrative Agent and the Lenders hereunder or under any of the other Loan Documents; provided that, in no event shall an event that results in a material adverse change that is limited to an individual Mortgage constitute a Material Adverse Effect for purposes of clauses (b), (c) or (d) of this definition.

“Moody’s” means Moody’s Investor Services, Inc.

“Mortgage” means an Existing Mortgage or a New Mortgage.

“Mortgaged Property” means any Real Estate Asset that is subject to a Mortgage.

“Multiemployer Plan” means any Plan that is a multiemployer plan as defined in Section 3(37) or 4001(a)(3) of ERISA.

“NCM” means National CineMedia, LLC.

“NCM Extraordinary Payments” means Cash payments (or Cash Equivalents) received by Borrower or any of its Restricted Subsidiaries as distributions, dividends or payments (directly or indirectly) on account of equity interests in NCM or NCM, Inc. (including through an Unrestricted Subsidiary that directly or indirectly owns an interest in NCM or NCM, Inc.), or

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redemptions or repurchases of equity interests of NCM or NCM, Inc. or such Unrestricted Subsidiary, which distributions, dividends, redemptions, repurchases or payments constitute a portion of the net proceeds of (i) an NCM Financing Transaction by NCM or NCM, Inc. or any of its Subsidiaries, (ii) a sale or disposition of assets by NCM or NCM, Inc. or any of its Subsidiaries, (iii) a sale or disposition of Excluded NCM Equity Interests, or (iv) payments under contracts between NCM, Inc., NCM or any of its Subsidiaries, on the one hand, and Borrower or any of its Restricted Subsidiaries, on the other, representing up front payments, down payments or other payments or prepayments outside the ordinary course of business and constituting compensation to Borrower and its Restricted Subsidiaries for services to be performed or access to be provided to facilities operated by Borrower and its Restricted Subsidiaries.

“NCM Financing Transaction” means (i) any capital market transaction, including, without limitation, any offering, issuance or sale of debt or equity Securities pursuant to a public offering or pursuant to a private placement with the intention to sell or distribute such Securities to “Qualified Institutional Buyers” as defined in Rule 144A adopted under the Securities Act, and (ii) any other debt financing transaction, including a bank or syndicated loan transaction or mezzanine or bridge facility (secured or unsecured), in each case relating to NCM, NCM, Inc., their respective subsidiaries, or parent entities of NCM or NCM, Inc. that are not Restricted Subsidiaries or Loan Parties.

“Unit Adjustment Agreement” means the Common Unit Adjustment Agreement, dated as of February 13, 2007 among NCM, Inc., NCM, Regal CineMedia Holdings, LLC, American Multi-Cinema, Inc., Cinemark Media, Inc., Regal Cinemas, Inc. and Cinemark USA, Inc.

“NCM, Inc.” means National CineMedia, Inc.

“Net Cash Proceeds” means (a) in connection with any Asset Sale or any Recovery Event, the proceeds thereof in the form of Cash and cash equivalents (including any such proceeds received by way of deferred payment of principal pursuant to a note or installment receivable or purchase price adjustment receivable or otherwise, but only as and when the benefit is received) of such Asset Sale or Recovery Event, net of reasonable and customary attorneys’ fees, accountants’ fees, and investment banking fees, amounts required to be applied (and that are so applied) to the repayment of Indebtedness secured by a Lien permitted hereunder on any asset that is the subject of such Asset Sale or Recovery Event (other than any Lien pursuant to a Security Document), amounts arising from the sale of UA Subsidiaries (other than Capital Stock of a UA First-Tier Subsidiary) or assets of UA Subsidiaries required or permitted to be applied (and that are so applied) to the repayment of obligations under the UA Pass-Through Trust Documents, and other reasonable and customary fees and expenses, in each case, to the extent actually incurred in connection therewith and net of taxes paid or reasonably estimated to be payable as a result thereof (after taking into account any available tax credits or deductions and any tax sharing arrangements); and (b) in connection with any capital contribution or any issuance or sale of Capital Stock or debt securities or instruments or the incurrence of loans, the cash proceeds received from such capital contribution, issuance or incurrence, net of reasonable and customary attorneys’ fees, investment banking fees, accountants’ fees, underwriting discounts and commissions and other reasonable and customary fees and expenses, in each case,

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to the extent actually incurred in connection therewith (it being understood that cash and cash equivalents of operating companies whose Capital Stock is contributed to Borrower as an equity contribution will not constitute Net Cash Proceeds).

“New Mortgage” means a mortgage, deed of trust or deed to secure debt, as applicable, substantially in the form of Exhibit H or otherwise in form and substance reasonably acceptable to Administrative Agent, granted on or after the Closing Date in favor of Administrative Agent as security for the Obligations, as it may be amended, supplemented or otherwise modified from time to time.

“New Term Loan” means a loan made by a Lender to Borrower pursuant to Section 2.1(c).

“New Term Loan Commitments” as defined in Section 2.1(c)(i).

“New Term Loan Lender” as defined in Section 2.1(c)(i).

“Nonconsenting Lender” as defined in Section 2.20.

“Non-Recourse Debt” means Indebtedness (i) as to which neither Borrower nor any of its Restricted Subsidiaries (a) provides credit support of any kind (including any undertaking, agreement or instrument that would constitute Indebtedness), (b) is directly or indirectly liable (as a guarantor or otherwise), or (c) constitutes the lender and (ii) as to which the lenders thereunder will not have any recourse to the Capital Stock or assets of Borrower or any of its Restricted Subsidiaries.

“Non-US Lender” as defined in Section 2.19(e).

“Note” means a Term Loan Note or a Revolving Loan Note.

“Notice” means a Funding Notice, an Issuance Notice, or a Conversion/Continuation Notice.

“Obligations” means all obligations of every nature of each Loan Party and of Holdings and Parent, including the Guarantied Obligations, from time to time owed to each Agent (including any former Agent), Lender, Lender Counterparty, or any of them, under any Loan Document or Hedge Agreement (including with respect to a Hedge Agreement, obligations owed thereunder to any person who was a Lender or Agent or an Affiliate of a Lender or Agent at the time such Hedge Agreement was entered into), whether for principal, interest (including interest that, but for the filing of a petition in bankruptcy with respect to such Loan Party or Holdings or Parent, would have accrued on any Obligation, whether or not a claim is allowed against such Loan Party or Holdings or Parent for such interest in the related bankruptcy proceeding), Reimbursement Obligations, payments for early termination of Hedge Agreements, fees, expenses, indemnifications or otherwise.  Notwithstanding anything to the contrary contained

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herein or in any other Credit Document, in no event will Obligations include any Excluded Swap Obligations.

“Organizational Documents” means (i) with respect to any corporation, its certificate or articles of incorporation or organization, as amended, and its bylaws, as amended, (ii) with respect to any limited partnership, its certificate or articles of limited partnership, as amended, and its partnership agreement, as amended, (iii) with respect to any general partnership, its partnership agreement, as amended, and (iv) with respect to any limited liability company, its certificate or articles of organization, as amended, and its operating agreement, as amended.  In the event any term or condition of this Agreement or any other Loan Document requires any Organizational Document to be certified by a secretary of state or similar governmental official, the reference to any such “Organizational Document” shall only be to a document of a type customarily certified by such governmental official.

“Original Credit Agreement” as defined in the preamble hereto.

“Other Taxes” means any and all present or future stamp or documentary taxes or any other excise or property taxes, charges or similar levies arising from any payment made hereunder or from the execution, delivery or enforcement of, or otherwise with respect to, the Loan Documents.

“Parent” means Regal Entertainment Group, a Delaware corporation.

“Parent Entity” means a Person that, directly or indirectly, holds 80% or more of Borrower’s Capital Stock (excluding any debt security that is convertible into or exchangeable for Capital Stock) that at the time is entitled to vote in the election of, as applicable, directors, members or partners generally.

“Parent Guaranty” means the Parent Guaranty, dated as of the date hereof and executed by Parent, substantially in the form of Exhibit G-3, as it may be amended, restated, supplemented or otherwise modified from time to time.

“Patriot Act” means the Uniting and Strengthening America by Providing Appropriate Tools Required to Intercept and Obstruct Terrorism (USA PATRIOT ACT) Act of 2001, Title III of Pub. L. 107-56, signed into law October 26, 2001.

“PBGC” means the Pension Benefit Guaranty Corporation or any successor thereto.

“Pension Plan” means any Employee Benefit Plan, other than a Multiemployer Plan, which is subject to Section 412 of the Code or Section 302 of ERISA.

“Permits” means the collective reference to (i) Environmental Permits, and (ii) any and all other franchises, licenses, leases, permits, approvals, notifications, certifications, registrations, authorizations, exemptions, qualifications, easements, rights of way, Liens and other rights, privileges and approvals required under any Requirement of Law.

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“Permitted Acquisition” as defined in Section 6.8(f).

“Permitted Investors” means (x) the Sponsor and any of its Affiliates and (b) Parent and wholly-owned Subsidiaries thereof.

“Permitted Liens” means each of the Liens permitted pursuant to Section 6.3.

“Permitted Secured Indebtedness” as defined in Section 6.2(f).

“Permitted Secured Refinancing” as defined in Section 6.2(j).

“Permitted Senior Refinancing” as defined in Section 6.2(l).

“Permitted Subordinated Indebtedness” as defined in Section 6.2(i).

“Permitted Subordinated Refinancing” as defined in Section 6.2(k).

“Person” means and includes natural persons, corporations, limited partnerships, general partnerships, limited liability companies, limited liability partnerships, joint stock companies, Joint Ventures, associations, companies, trusts, banks, trust companies, land trusts, business trusts or other organizations, whether or not legal entities, and Governmental Authorities.

“Plan” means, at a particular time, any employee benefit plan that is covered by ERISA and that Borrower or any Commonly-Controlled Entity maintains, administers, contributes to or is required to contribute to or under which Borrower or any Commonly-Controlled Entity could incur any liability.

“Pledged Equity Interests” as defined in the Guaranty and Collateral Agreement.

“Preferred Stock” means any Capital Stock of any class or classes of a Person which is preferred as to payments of dividends, or as to distributions upon any liquidation or dissolution, over Capital Stock of any other class of such Person.

“Prime Rate” means the rate of interest per annum announced from time to time by CS as its prime commercial lending rate in effect at its principal office in New York City.  The Prime Rate is a reference rate and does not necessarily represent the lowest or best rate actually charged to any customer.  CS or any other Lender may make commercial loans or other loans at rates of interest at, above or below the Prime Rate.

“Principal Office” means, for each of Administrative Agent and Issuing Bank, such Person’s “Principal Office” as set forth on Appendix B, or such other office as such Person may from time to time designate in writing to Borrower, Administrative Agent and each Lender.

“Projections” as defined in Section 5.2(c).

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“Property” means any right or interest in or to property of any kind whatsoever, whether real, personal or mixed and whether tangible or intangible, including Capital Stock.

“Prospective Defaulting Lender” as defined in Section 9.6(k).

“Pro Rata Share” means (i) with respect to all payments, computations and other matters relating to the Term Loan of any Lender, the percentage obtained by dividing (a) the Term Loan Exposure of that Lender, by (b) the aggregate Term Loan Exposure of all Lenders; (ii) with respect to all payments, computations and other matters relating to the Revolving Commitment or Revolving Loans of any Lender or any Letters of Credit issued or participations purchased therein by any Lender, the percentage obtained by dividing (a) the Revolving Loan Exposure of that Lender, by (b) the aggregate Revolving Loan Exposure of all Lenders; and (iii) for all other purposes with respect to each Lender, the percentage obtained by dividing (a) an amount equal to the sum of the Term Loan Exposure and the Revolving Loan Exposure of that Lender, by (b) an amount equal to the sum of the aggregate Term Loan Exposure and the aggregate Revolving Loan Exposure of all Lenders.

“Purchase Money Indebtedness” means, with respect to any Person, any Indebtedness of such Person to any seller or other Person incurred to finance the acquisition, construction, installation or improvement of any real or personal tangible property that is incurred concurrently with or within 120 days following such acquisition, construction, installation or improvement.

“Real Estate Asset” means, at any time of determination, any interest (fee, leasehold or otherwise) then owned by any of Borrower or its Restricted Subsidiaries in any real property.

“Recovery Event” means any cash settlement of or payment in excess of $5,000,000 in respect of any property or casualty insurance or any condemnation proceeding relating to any asset of any of Borrower or its Restricted Subsidiaries.

“Register” as defined in Section 2.6(b).

“Regulation D” means Regulation D of the Board of Governors of the Federal Reserve System, as in effect from time to time.

“Regulation T” means Regulation T of the Board of Governors of the Federal Reserve System, as in effect from time to time.

“Regulation U” means Regulation U of the Board of Governors of the Federal Reserve System, as in effect from time to time.

“Regulation X” means Regulation X of the Board of Governors of the Federal Reserve System, as in effect from time to time.

“Reimbursement Date” as defined in Section 2.3(d).

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“Reimbursement Obligation” means the Obligation of Borrower to reimburse the Issuing Bank pursuant to Section 2.3(d) for amounts drawn under Letters of Credit.

“Reinvestment Deferred Amount” means, with respect to any Reinvestment Event, the aggregate Net Cash Proceeds that (i) are received by Borrower or any of its Restricted Subsidiaries in connection therewith, and (ii) are not applied to prepay the Term Loans pursuant to Section 2.13(a) as a result of the delivery of a Reinvestment Notice.

“Reinvestment Event” means any Asset Sale or Recovery Event in respect of which Borrower has delivered a Reinvestment Notice.

“Reinvestment Notice” means a written notice executed by an Authorized Officer of Borrower stating that no Default or Event of Default has occurred and is continuing and that Borrower (directly or indirectly through a Wholly-Owned Subsidiary that is a Restricted Subsidiary to the extent otherwise permitted hereunder) intends and expects to use all or a specified portion of the Net Cash Proceeds of an Asset Sale or Recovery Event to acquire long-term productive assets of the general type used in the business of Borrower and its Restricted Subsidiaries.

“Reinvestment Prepayment Amount” means, with respect to any Reinvestment Event, the Reinvestment Deferred Amount relating thereto less any amount expended prior to the relevant Reinvestment Prepayment Date to acquire long-term productive assets of the general type used in the business of Borrower and its Restricted Subsidiaries.

“Reinvestment Prepayment Date” means, with respect to any Reinvestment Event, the earlier of (a) the date occurring 364 days after such Reinvestment Event, and (b) the date on which Borrower shall have determined not to, or shall have otherwise ceased to, acquire long-term productive assets of the general type used in the business of Borrower and its Restricted Subsidiaries with all or any portion of the relevant Reinvestment Deferred Amount.

“Related Fund” means, with respect to any Lender that is a fund engaged in making, purchasing, holding or otherwise investing in commercial loans and similar extensions of credit in the ordinary course, any other fund so engaged that is managed or advised by the same investment advisor as such Lender or by an Affiliate of such investment advisor.

“Related Lender Assignment” has the meaning assigned to that term in Section 9.6(c).

“Release” means any release, spill, emission, leaking, pumping, pouring, injection, escaping, deposit, disposal, discharge, dispersal, dumping, leaching or migration of any Hazardous Material into the indoor or outdoor environment (including the abandonment or disposal of any barrels, containers or other closed receptacles containing any Hazardous Material), including the movement of any Hazardous Material through the air, soil, surface water or groundwater.

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“Reorganization” means, with respect to any Multiemployer Plan, the condition that such plan is in reorganization within the meaning of Section 4241 of ERISA.

“Replacement Lender” as defined in Section 2.20.

“Reportable Event” means any of the events set forth in Section 4043(c) of ERISA, other than those events as to which the thirty day notice period is waived under subsection .27, .28, .29, .30, .31, .32, .34 or .35 of PBGC Reg. Section 4043.

“Repricing Transaction” means (i) the prepayment or refinancing of all or a portion of the Term Loans with the incurrence by Parent, Borrower or any of their respective Subsidiaries of any long-term bank debt financing incurred for the primary purpose of repaying, refinancing, substituting or replacing the Term Loans (but not for consummating an acquisition not otherwise permitted under this Agreement)  and having an effective interest cost or weighted average yield (as reasonably determined by the Administrative Agent consistent with generally accepted financial practice and, in any event, excluding any arrangement or commitment fees in connection therewith) that is less than the interest rate for or weighted average yield (as reasonably determined by the Administrative Agent on the same basis) of the Term Loans, or (ii) any amendment to this Agreement or any other Loan Document relating to the interest rate for, or weighted average yield of, the Term Loans which has the effect of lowering the interest cost or weighted average yield (as reasonably determined by the Administrative Agent consistent with generally accepted financial practice and, in any event, excluding any arrangement or commitment fees in connection therewith) of the Term Loans from that in effect on the FirstSecond Amendment Effective Date; at the request of the Borrower, the Administrative Agent shall provide to the Borrower such determinations.

“Requirement of Law” means, as to any Person, such Person’s obligations in respect of its Organizational Documents, the common law, or any law, treaty, rule or regulation, judgment, decree or determination of an arbitrator or a court or other Governmental Authority, in each case applicable to or binding on such Person or any of its Property or to which such Person or any of its Property is subject.

“Requisite Class Lenders” means, at any time of determination, (i) for the Class of Lenders having Term Loan Exposure, Lenders holding more than 50% of the aggregate Term Loan Exposure of all Lenders, and (ii) for the Class of Lenders having Revolving Loan Exposure, Lenders holding more than 50% of the aggregate Revolving Loan Exposure of all Lenders.

“Requisite Lenders” means one or more Lenders having or holding Term Loan Exposure or Revolving Loan Exposure and representing more than 50% of the sum of the aggregate Term Loan Exposure and the aggregate Revolving Loan Exposure of all Lenders.

“Requisite Revolving Lenders” means, as of any date of determination, one or more Lenders having or holding Revolving Loan Exposure and representing more than 50% of the sum of the aggregate Revolving Loan Exposure of all Lenders.

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“Requisite Term Lenders” means, as of any date of determination, one or more Lenders having or holding Term Loan Exposure representing more than 50% of the sum of the aggregate Term Loan Exposure of all Lenders.

“Restated Credit Agreement” as defined in the preamble hereto.

“Restricted Payment” as defined in Section 6.6.

“Restricted Subsidiary” of a Person means any Subsidiary of such Person that is not an Unrestricted Subsidiary.  Unless otherwise indicated, references herein to a Restricted Subsidiary shall mean a Restricted Subsidiary of Borrower.

“Revolving Commitment” means the commitment of a Lender to make or otherwise fund any Revolving Loan and to acquire participations in Letters of Credit hereunder.  The amount of each Lender’s Revolving Commitment, if any, is set forth on Appendix A-2 or in the applicable Assignment Agreement, subject to any adjustment or reduction pursuant to the terms and conditions hereof.  The aggregate amount of all the Revolving Commitments as of the Closing Date is $85,000,000.

“Revolving Commitment Period” means the period from the Closing Date, to but excluding the Revolving Commitment Termination Date.

“Revolving Commitment Termination Date” means the earliest to occur of (i) May 19, 2015, (ii) the date the Revolving Commitments are permanently reduced to zero pursuant to Section 2.12(b), and (iii) the date of the termination of the Revolving Commitments pursuant to Section 7.1.

“Revolving Lender” means a Lender that has a Revolving Commitment.

“Revolving Loan Exposure” means, with respect to any Lender as of any date of determination, (i) prior to the termination of Revolving Commitments, that Lender’s Revolving Commitment; and (ii) after the termination of the Revolving Commitments, without duplication, the sum of (a) the aggregate outstanding principal amount of Revolving Loans of such Lender, (b) in the case of Issuing Bank, the aggregate Letter-of-Credit Usage (net of any participations therein by the other Lenders), and (c) the aggregate amount of all participations by such Lender in any outstanding Letters of Credit or any unreimbursed drawing under any Letter of Credit.

“Revolving Loan” means a loan made by a Lender to Borrower pursuant to Section 2.2.

“Revolving Loan Note” means a promissory note in the form of Exhibit B-2, as it may be amended, supplemented or otherwise modified from time to time.

“Revolving Threshold” means, at any time, 25% of the aggregate amount of the Revolving Commitments at such time.

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“S&P” means Standard & Poor’s Ratings Group, a division of The McGraw Hill Corporation.

“SEC” means the Securities and Exchange Commission.

“Second Amendment” means that certain Second Amendment to Sixth Amended and Restated Credit Agreement, dated as of April [   ], 2013, by and among Parent, Holdings, the Borrower, the Guarantors, and the Administrative Agent (and the lenders consenting thereto).

“Second Amendment Effective Date” means April [   ], 2013.

“Second Restated Credit Agreement” as defined in the preamble hereto.

“Secured Parties” as defined in the Guaranty and Collateral Agreement.

“Securities” means any stock, shares, partnership interests, voting trust certificates, certificates of interest or participation in any profit sharing agreement or arrangement, options, warrants, bonds, debentures, notes, or other evidences of indebtedness, secured or unsecured, convertible, subordinated or otherwise, or in general any instruments commonly known as “securities” or any certificates of interest, shares or participations in temporary or interim certificates for the purchase or acquisition of, or any right to subscribe to, purchase or acquire, any of the foregoing.

“Securities Act” means the Securities Act of 1933, as amended.

“Security Documents” means the Guaranty and Collateral Agreement, the Guaranty and Pledge Agreement, the Intellectual Property Security Agreement, the Control Agreements (if any), the Mortgages and all other instruments, documents and agreements delivered by any Loan Party or Holdings pursuant to this Agreement or any of the other Loan Documents in order to grant to Administrative Agent, for the benefit of Secured Parties, a Lien on any Real Estate Asset or any other Property of such Loan Party or Holdings as security for the Obligations.

“Senior Notes” means the unsecured Senior Notes issued pursuant to the Senior Notes Indenture prior to the Closing Date in an aggregate principal amount of $400,000,000.

“Senior Notes Indenture” means the Indenture, dated as of July 15, 2009, by and among the Borrower and U.S. Bank National Association, as Indenture Trustee, governing the Borrower’s 8 5/8% Senior Notes due July 15, 2019. and the First Supplemental Indenture, dated as of May 19, 2010, among Parent, the Borrower, certain subsidiaries of the Borrower party thereto as guarantors and U.S. Bank National Association, as Trustee.

“Series” as defined in Section 2.1(c)(i).

“Single-Employer Plan” means any Plan that is covered by Title IV of ERISA, but that is not a Multiemployer Plan.

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“Solvency Certificate” means a certificate of the chief financial officer of Borrower substantially in the form of Exhibit F-2.

“Solvent” means, with respect to any Person, that as of the date of determination, both (i) (a) the sum of such Person’s liabilities (including contingent liabilities) does not exceed the present fair saleable value of such Person’s present assets; (b) such Person’s capital is not unreasonably small in relation to its business or with respect to any contemplated or undertaken transaction; and (c) such Person has not incurred and does not intend to incur, or believe (nor should it reasonably believe) that it will incur, debts beyond its ability to pay such debts as they become due (whether at maturity or otherwise); and (ii) such Person is “solvent” within the meaning given that term and similar terms under applicable laws relating to fraudulent transfers and conveyances.  For purposes of this definition, the amount of any contingent liability at any time shall be computed as the amount that, in light of all of the facts and circumstances existing at such time, represents the amount that can reasonably be expected to become an actual or matured liability (irrespective of whether such contingent liabilities meet the criteria for accrual under Statement of Financial Accounting Standard No. 5).

“Specified Change of Control” means a “Change of Control” as defined in, or any similar term in, any other document relating to Indebtedness in an aggregate outstanding principal amount in excess of $25,000,000 permitted under Section 6.2(i), 6.2(k), 6.2(l) or 6.2(n).

“Sponsor” means Anschutz Company.

“Subordinated Debt” means, at any date, the aggregate principal amount of all Funded Debt of Borrower and its Restricted Subsidiaries at such date that is incurred, assumed or permitted to exist pursuant to Section 6.2(i) or 6.2(k), determined on a consolidated basis in accordance with GAAP (without regard to any election by the Borrower, Parent, Holdings or any other Person to measure an item of Indebtedness using fair value or any other discount to par that may be applicable under GAAP).

“Subsidiary” means, with respect to any Person, any corporation, partnership, limited liability company, association, joint venture or other business entity (i) of which more than 50% of the total voting power of shares of stock or other ownership interests entitled (without regard to the occurrence of any contingency) to vote in the election of the Person or Persons (whether directors, managers, trustees or other Persons performing similar functions) having the power to direct or cause the direction of the management and policies thereof is at the time owned or controlled, directly or indirectly, by that Person or one or more of the other Subsidiaries of that Person or a combination thereof or (ii) in which such Person directly or indirectly (through such Person or one or more Subsidiaries of that Person or a combination thereof) has more than a 50% equity interest and the power (directly or indirectly) to direct or cause the direction of the management and policies of such entity; provided that, in determining the percentage of ownership interests of any Person controlled by another Person, no ownership interest in the nature of a “qualifying share” of the former Person shall be deemed to be outstanding.  Unless otherwise indicated, references to a Subsidiary shall mean a Subsidiary of Borrower provided, further, that in no event shall an association or similar entity that (x) is formed by the owners of

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parcels within multi-parcel retail or mixed use centers for the purpose of operating, maintaining and repairing common areas within such centers, (y) conducts no business other than the business described in the foregoing clause (x) and matters reasonably incidental thereto and (z) generates net income of less than $100,000 per Fiscal Year, constitute a Subsidiary.

“Subsidiary Guarantor” means any Guarantor that is a Subsidiary of Borrower.

“Swap Obligation” means, with respect to any Guarantor, any obligation to pay or perform under any agreement, contract or transaction that constitutes a “swap” within the meaning of section 1 a(47) of the Commodity Exchange Act.

“Synthetic Lease Obligations” means all monetary obligations of a Person under (a) a so-called synthetic, off-balance-sheet or tax-retention lease, or (b) an agreement for the use or possession of property creating obligations that do not appear on the balance sheet of such Person but that, upon the insolvency or bankruptcy of such Person, would be characterized as indebtedness of such Person (without regard to accounting treatment).

“Tax” means any present or future tax, levy, impost, duty, assessment, charge, fee, deduction or withholding of any nature and whatever called, by whomsoever, on whomsoever and wherever imposed, levied, collected, withheld or assessed; provided that, “Tax on the overall net income” of a Person shall be construed as a reference to a tax imposed by the jurisdiction in which that Person is organized or in which that Person’s applicable principal office (or, in the case of a Lender, its lending office) is located or in which that Person (or, in the case of a Lender, its lending office) is deemed to be doing business on all or part of the net income, profits or gains (whether worldwide, or only insofar as such income, profits or gains are considered to arise in or to relate to a particular jurisdiction, or otherwise) of that Person (or, in the case of a Lender, its applicable lending office).

“Tax Payment” as defined in Section 6.6(f).

“Term Loan” means a loan made by a Lender to Borrower pursuant to Section 2.1, the Existing Term Loans and any loans constituting a Permitted Secured Refinancing of Term Loans.  The aggregate outstanding principal amount of the Term Loans on the Closing Date is $1,250,000,000. The aggregate outstanding principal amount of the Term Loans on the First Amendment Effective Date is $1,006,000,000.

“Term Loan Commitment” means the commitment of a Lender to make or otherwise fund a Term Loan.

“Term Loan Exposure” means, with respect to any Lender, as of any date of determination, the outstanding principal amount of the Term Loans of such Lender, plus, to the extent any New Term Loan Lender has outstanding Term Loan Commitments prior to funding such New Term Loan Lender’s New Term Loans, for purposes of calculating Requisite Lenders and Requisite Class Lenders, such outstanding New Term Loan Commitments of such Lender.

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“Term Loan Maturity Date” means the earlier of (i) August 23, 2017, and (ii) the date on which all Term Loans shall become due and payable in full hereunder, whether by acceleration or otherwise.

“Term Loan Note” means a promissory note in the form of Exhibit B-1, as it may be amended, supplemented or otherwise modified from time to time.

“Terminated Lender” as defined in Section 2.20.

“Third Restated Credit Agreement” as defined in the preamble hereto.

“Total Utilization of Revolving Commitments” means, as at any date of determination, the sum of (i) the aggregate principal amount of all outstanding Revolving Loans (other than Revolving Loans made for the purpose of reimbursing Issuing Bank for any amount drawn under any Letter of Credit, but not yet so applied), and (ii) the Letter-of-Credit Usage.

“Transaction Costs” means the fees, costs and expenses payable by Borrower or any of its Subsidiaries in connection with the Closing Date Transactions.

“Type” means, in reference to Loans, whether such Loan is a Base Rate Loan or a Eurodollar Rate Loan.

“UA First-Tier Subsidiary” means, as of any date of determination, a UA Subsidiary in which Borrower or any Guarantor (or any combination thereof) directly owns more than 50% of the Capital Stock of such UA Subsidiary.

“UA Subsidiaries” means United Artists Theatre Circuit, Inc., a Maryland corporation, and its Subsidiaries.

“UA Pass-Through Certificates” means the Pass Through Certificates issued pursuant to the UA Pass-Through Trust Agreement, dated as of December 13, 1995, between United Artists Theatre Circuit, Inc., as Tenant, and Fleet National Bank of Connecticut, as Pass-Through Trustee.

“UA Pass-Through Certificates Restriction” means restrictions under the UA Pass-Through Trust Documents that prohibit the UA Subsidiaries from entering into the Guaranty and Collateral Agreement.

“UA Pass-Through Participation Agreement” means the Participation Agreement, dated as of December 13, 1995, between United Artists Theatre Circuit, Inc., as Tenant, Wilmington Trust Company, as the Corporate Owner Trustee and the Corporate Remainderman Trustee, William J. Wade, as the Individual Owner Trustee and the Individual Remainderman Trustee, Theatre Investors, Inc., as the Owner Participant, Northway Mall Associates LLC, as the Remainderman Participant, Alan B. Coffey as the Individual Indenture Trustee and Fleet National Bank of Connecticut, as the Corporate Indenture Trustee and the Pass Through Trustee.

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“UA Pass-Through Trust Agreement” means the Pass Through Trust Agreement, dated as of December 13, 1995, between United Artists Theatre Circuit, Inc., as Tenant, and Fleet National Bank of Connecticut, as Pass Through Trustee.

“UA Pass-Through Trust Documents” means the UA Pass-Through Certificate, the UA Pass-Through Participation Agreement, the UA Pass-Through Trust Agreement, and related agreements and documents entered into in connection with the UA Pass-Through Trust Certificates.

“UCC” means the Uniform Commercial Code (or any similar or equivalent legislation) as in effect from time to time in any applicable jurisdiction.

“Unadjusted Eurodollar Rate Component” means that component of the interest costs to Borrower in respect of a Eurodollar Rate Loan that is based on the rate obtained pursuant to clause (i) of the definition of Adjusted Eurodollar Rate.

“Unrestricted Subsidiary” means any Subsidiary that (i) does not directly, indirectly, or beneficially own, hold or lease any Capital Stock of, Subordinated Debt of, or own, or hold any Lien on, any Property of, Borrower or any of its Restricted Subsidiaries (or any direct holding company parent of Borrower), (ii) atnot later than 90 days after the later of (x) the time of its formation or acquisition or atsuch Subsidiary is formed or acquired or (y) the time such Person becomes a Subsidiary first acquires or holds total assets having a fair market value of $5,000 or more, is designated by the board of directors of Borrower to be an Unrestricted Subsidiary (provided that any Person satisfying clause (i) above at the time it becomes a Subsidiary of an Unrestricted Subsidiary shall be deemed designated an Unrestricted Subsidiary at such time without any action by the board of directors of Borrower) and (iii) of which Administrative Agent is notified pursuant to Section 5.2(b)(ii); provided that, such Subsidiary at the time of such designation (a) has no Indebtedness other than Non-Recourse Debt permitted hereunder; (b) is not a party to any agreement, contract, arrangement or understanding with Borrower or any of its Subsidiaries unless the terms of any such agreement, contract, arrangement or understanding (i) are no less favorable to Borrower or such Subsidiary, as the case may be, than those that might be obtained at the time from Persons who are not Affiliates of Borrower or (ii) comprise an Investment permitted pursuant to Section 6.8(j); (c) is a Person as to which none of Borrower or any of its Restricted Subsidiaries has any direct or indirect obligation (x) to subscribe for additional Capital Stock (excluding Investments permitted under Sections 6.8(j) and 6.8(q)) or (y) to maintain or preserve such Person’s financial condition or to cause such Person to achieve any specified level of operating results; and (d) has not guaranteed or otherwise directly or indirectly provided credit support for any Indebtedness of Borrower or any of its Restricted Subsidiaries; provided further that, any such designation shall constitute an Investment on the date of such designation in an Unrestricted Subsidiary in an amount equal to the sum of (x) the fair market value of the equity interest in the Subsidiary to be designated as an Unrestricted Subsidiary held (directly or indirectly) by any Loan Party or Restricted Subsidiary (without duplication) and (y) the aggregate principal amount of any Indebtedness owed by such Subsidiary to any Loan Party or Restricted Subsidiary immediately prior to such designation.  The board of directors of Borrower may designate any Unrestricted Subsidiary (including any affiliate that becomes an

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Unrestricted Subsidiary after the Closing Date) to be a Restricted Subsidiary; provided that, no Default or Event of Default is existing or will occur as a consequence thereof.  If at any time any Unrestricted Subsidiary would fail to meet the foregoing requirements as an Unrestricted Subsidiary (or is redesignated by the board of directors of Borrower as a Restricted Subsidiary), it shall thereafter cease to be an Unrestricted Subsidiary for purposes of this Agreement (and shall be a Restricted Subsidiary), any Indebtedness of such Subsidiary shall be deemed to be incurred by a Restricted Subsidiary as of such date and any Investments in such Subsidiary shall be deemed to be Investments in a Restricted Subsidiary (with the effect that an amount equal to the fair market value (valued as of the date of redesignation) of such Subsidiary to be redesignated as a Restricted Subsidiary (without duplication) shall be applied to increase the amounts available for Restricted Payments under Section 6.6(e)) as of such date (and, if such Indebtedness or Investments are not permitted to be incurred hereunder Borrower shall be in default under this Agreement).  Restricted Subsidiaries of Borrower may not thereafter be designated as Unrestricted Subsidiaries except within the period referred to in clause (ii) above.  Unrestricted Subsidiaries as of the Closing Date are listed on Schedule 1.1A.

“U.S. Holding Company” shall mean any Domestic Subsidiary of which substantially all of its assets consist of stock in Excluded Foreign Subsidiaries.

“Voting Stock” of a Person means all classes of Capital Stock or other interests (including partnership interests) of such Person then outstanding and normally entitled (without regard to the occurrence of any contingency) to vote in the election of directors, managers or trustees thereof.

“Weighted-Average Life to Maturity” means, as of the date of determination, with respect to any Indebtedness, the quotient obtained by dividing (i) the sum of the products of the number of years from the date of determination to the dates of each successive scheduled principal payment of such Indebtedness multiplied by the amount of such payment, by (ii) the sum of all such payments.

“Wholly-Owned Subsidiary” means, as to any Person, all of the Capital Stock of which (other than directors’ qualifying shares required by law) is owned by another Person directly and/or through other Wholly-Owned Subsidiaries of such other Person.

“Wholly-Owned Subsidiary Guarantor” means any Guarantor that is a Wholly-Owned Subsidiary of Borrower.

1.2                               Accounting Terms.  Except as otherwise expressly provided herein, all accounting terms not otherwise defined herein shall have the meanings assigned to them in conformity with GAAP.  Financial statements and other information required to be delivered by Borrower to Lenders pursuant to Sections 5.1(a), 5.1(b) and 5.1(c) shall be prepared in accordance with GAAP as in effect at the time of such preparation.  Notwithstanding the foregoing, calculations in connection with the definitions, covenants and other provisions hereof shall utilize accounting principles and policies in conformity with those used to prepare the Historical Financial Statements.

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1.3                               Interpretation, Etc.  Any of the terms defined herein may, unless the context otherwise requires, be used in the singular or the plural, depending on the reference.  The words “hereof,” “herein,” “hereto” and “hereunder” and words of similar import shall refer to this Agreement as a whole and not to any particular provision of this Agreement.  References herein to any Section, Appendix, Schedule or Exhibit shall be to a Section, an Appendix, a Schedule or an Exhibit, as the case may be, hereof unless otherwise specifically provided.  The use herein of the word “include” or “including,” when following any general statement, term or matter, shall not be construed to limit such statement, term or matter to the specific items or matters set forth immediately following such word or to similar items or matters, whether or not no limiting language (such as “without limitation” or “but not limited to” or words of similar import) is used with reference thereto, but rather shall be deemed to refer to all other items or matters that fall within the broadest possible scope of such general statement, term or matter.  Unless otherwise indicated, references to contracts or agreements shall mean such contracts or agreements as amended, restated, supplemented or otherwise modified from time to time.  For purposes of determining whether any Investment by Borrower or any of its Restricted Subsidiaries in any Unrestricted Subsidiary is on fair and reasonable terms no less favorable to the Borrower or such Restricted Subsidiary that it would obtain in an arms-length transaction with a Person that is not an Affiliate, such determination shall take into account the value derived by the Borrower or such Restricted Subsidiary from the increase in the value of the equity interests the Borrower or such Restricted Subsidiary holds in such Unrestricted Subsidiary as a result of such Investment.

1.4                               Relationship with Fifth Restated Credit Agreement.

As stated in the preamble hereof, this Agreement is intended to amend and restate the provisions of the Fifth Restated Credit Agreement, and except as expressly modified herein, the outstanding obligations under the Fifth Restated Credit Agreement shall from and after the Closing Date continue to be owing and be subject to the terms of this Agreement.  Upon the Closing Date, all references in the Notes and the other Loan Documents (including all Exhibits thereto) that are not being amended and restated concurrently herewith to (i) the “Credit Agreement” shall be deemed to include references to this Agreement, (ii) the “Lenders” or a “Lender” or “Administrative Agent” shall mean such terms as defined in this Agreement (and each such Lender shall be subject to and shall benefit from all of the provisions of this Agreement and the other Loan Documents as a Lender hereunder and thereunder) and (iii) (x) “Credit Suisse, Cayman Islands Branch” or “Credit Suisse First Boston”, in its capacity as Administrative Agent, shall mean “Credit Suisse AG, Cayman Islands Branch”, in its capacity as Administrative Agent, and (y) “Credit Suisse, Cayman Islands Branch” or “Credit Suisse First Boston” in its capacity as sole lead arranger and sole book runner shall mean “Credit Suisse Securities (USA) LLC”, in its capacity as joint lead arranger and joint bookrunner.  As to all periods occurring on or after the Closing Date, all of the covenants set forth in the Fifth Restated Credit Agreement shall be of no further force or effect (with respect to such periods), it being understood that all obligations of Borrower under the Fifth Restated Credit Agreement shall be governed by this Agreement from and after the Closing Date.

(a)          Notwithstanding anything to the contrary in Section 1.4(a), Borrower, Agents and the Lenders acknowledge and agree that all principal, interest, fees, costs,

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reimbursable expenses and indemnification obligations accruing or arising under or in connection with the Fifth Restated Credit Agreement, or under any other Prior Credit Agreement through the Fifth Restated Credit Agreement, that remain unpaid and outstanding immediately prior to the effectiveness of this Agreement shall be and remain outstanding and payable as an Obligation under this Agreement and the other Loan Documents upon and after the effectiveness of this Agreement.

(b)         All calculations of Consolidated Excess Cash Flow for periods ended on or prior to the end of the First Fiscal Quarter of 2010, shall be calculated based on the definitions set forth in the Fifth Restated Credit Agreement; provided that, notwithstanding the foregoing, for purposes of Section 2.13, Consolidated Excess Cash Flow shall be based on the definitions set forth in this Agreement after giving effect to the Closing Date Transactions.

(c)          Each Appendix, Exhibit and Schedule hereto shall amend and restate each such Appendix, Exhibit and Schedule attached to the Fifth Restated Credit Agreement in their entirety.

1.5                               Confirmation, Ratification and Continuation of Term Loans.  Borrower hereby agrees that, as of the Closing Date (both before and after giving effect to this Agreement), it is fully and truly indebted to the Lenders for the full amount of the Term Loans stated herein.  Furthermore, without limiting any of the other provisions of this Agreement, upon the effectiveness of this Agreement (i) the Existing Term Loans shall constitute Term Loans hereunder and shall be subject to and shall benefit from all of the provisions of this Agreement and the other Loan Documents applicable to the Term Loans and (ii) the unpaid principal of and interest on the Existing Term Loans outstanding immediately prior to the effectiveness hereof shall constitute “Obligations” hereunder and under the other Loan Documents.

1.6                               Confirmation, Ratification and Conversion of Revolving Loans and Letters of Credit.  Borrower hereby agrees that, as of the Closing Date (both before and after giving effect to this Agreement), it is fully and truly indebted to the Lenders for the full amount of the Revolving Loans stated herein.  Furthermore, without limiting any of the other provisions of this Agreement, (i) immediately upon the effectiveness of this Agreement, the Existing Letters of Credit shall be deemed to have been issued hereunder and deemed to be Letters of Credit for all purposes hereunder and all participations in letters of credit issued under the Fifth Restated Credit Agreement shall be deemed to be terminated, (ii) concurrently with the effectiveness of this Agreement, the “Revolving Commitments” under (and as defined in) the Fifth Restated Credit Agreement shall be deemed terminated and the Revolving Commitments hereunder shall be the “Revolving Commitments” under (and as defined in) this Agreement and the Revolving Lenders shall be deemed to be those Lenders that hold a Revolving Commitment hereunder, (iii) immediately upon the effectiveness this Agreement, each Revolving Lender hereunder shall be deemed to have purchased a participation in the Letters of Credit deemed issued hereunder pursuant to the foregoing clause (i) in accordance with the provisions of Section 2.3(e) as if such Letters of Credit had initially been issued hereunder.

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1.7                               Prior Periods. For periods prior to the Second Amendment Effective Date, interest shall be calculated according to this Agreement as in effect prior to the Second Amendment Effective Date.

1.8                               Pro Forma Compliance with Section 6.  References herein or in any other Loan Document to pro forma compliance with Section 6 or Section 6.1 or pro forma compliance generally with the covenants and agreements set forth in this Agreement shall require pro forma compliance with Section 6.1, regardless of whether Section 6.1 is then applicable.

SECTION 2.                                                    LOANS AND LETTERS OF CREDIT

2.1                               Term Loans.

(a)          Continuation of Existing Term Loans.  Subject to the terms and conditions hereof, each Lender severally agrees to continue such Lender’s Existing Term Loans, as Term Loans on the Closing Date to Borrower in an amount equal to such Lender’s Existing Term Loans.  Any amount of a Term Loan subsequently repaid or prepaid may not be reborrowed.  Subject to Sections 2.12(a) and 2.13, all amounts owed hereunder with respect to the Term Loans shall be paid in full no later than the Term Loan Maturity Date, respectively.

(b)         Interest Period for Existing Term Loans; Borrowing Mechanics for Term Loans.

(i)             The Interest Period on each Existing Term Loan that is a Eurodollar Rate Loan (an “Existing Eurodollar Rate Loan”) shall continue from the commencement date of the Interest Period applicable thereto under the Fifth Restated Credit Agreement immediately prior to the effectiveness of this Agreement to the day such Interest Period was scheduled to expire immediately prior to giving effect to this Agreement.  Interest payable pursuant to Section 2.7(a) on Existing Eurodollar Rate Loans that are continued as Eurodollar Rate Loans shall, solely until the expiration of the Interest Period applicable thereto which commenced prior to the Closing Date, be computed with reference to the same Adjusted Eurodollar Rate used to compute the interest payable on Existing Eurodollar Rate Loans as in effect under the Fifth Restated Credit Agreement immediately prior to the effectiveness of this Agreement.

(ii)          The Interest Period on each Term Loan made under Section 6.2(j) on the First Amendment Effective Date (a “Refinancing Eurodollar Rate Loan”) shall continue from the commencement date of the Interest Period applicable to Term Loans under this Agreement immediately prior to the First Amendment Effective Date to the day such Interest Period was scheduled to expire immediately prior to giving effect to the First Amendment.  Interest payable pursuant to Section 2.7(a) on Refinancing Eurodollar Rate Loans that are continued as Eurodollar Rate Loans shall, solely until the expiration of the Interest Period applicable thereto which commenced prior to the First Amendment Effective Date, be computed with reference to the same Adjusted Eurodollar Rate used to

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compute the interest payable on Term Loans as in effect under this Agreement immediately prior to the effectiveness of the First Amendment.

(c)          New Term Loans.

(i)                                     Borrower may up to three times following the Closing Date, by written notice to Administrative Agent elect to request the establishment of additional Term Loan Commitments (the “New Term Loan Commitments”), by an amount not in excess of $200,000,000 in the aggregate, pursuant to this Section 2.1(c), and not less than $25,000,000 individually.  Each such notice shall specify (a) the date (each, an “Increased Amount Date”) on which Borrower proposes that the New Term Loan Commitments shall be effective, which shall be a date not less than one Business Day after the date on which such notice is delivered to Administrative Agent and (b) the identity of each Lender or other Person that is an Eligible Assignee (each, a “New Term Loan Lender”) to whom Borrower proposes any portion of such New Term Loan Commitments be allocated and the amounts of such allocations; provided that, any Lender approached to provide all or a portion of the New Term Loan Commitments may elect or decline, in its sole discretion, to provide a New Term Loan Commitment.  Such New Term Loan Commitments shall become effective as of such Increased Amount Date without further written consent or authorization from Lenders or the Administrative Agent; provided that, (a) no Default or Event of Default shall exist on such Increased Amount Date before or after giving effect to such New Term Loan Commitments; (b) both before and after giving effect to the making of any Series of New Term Loans, each of the conditions set forth in Section 3.2 shall be satisfied; (c) Borrower and its Subsidiaries shall be in pro forma compliance with each of the covenants set forth in Sections 5 and 6 after giving effect to such New Term Loan Commitments and New Term Loans; (d) the New Term Loan Commitments shall be effected pursuant to one or more Joinder Agreements (each, a “Joinder Agreement”) (which shall set forth, for such New Term Loan Commitments and the New Term Loans made pursuant thereto, the Applicable Margin and scheduled amortization thereof and the final maturity thereof) executed and delivered by Borrower, Administrative Agent and each New Term Loan Lender; and (e) Borrower shall deliver or cause to be delivered any legal opinions or other documents reasonably requested by Administrative Agent in connection with any such transaction.  Any New Term Loans funded pursuant to any one Joinder Agreement shall be designated a separate series (each a “Series”) of New Term Loans for all purposes of this Agreement.  Upon and after the effectiveness of New Term Loan Commitments, subject to the satisfaction of the foregoing terms and conditions and other applicable terms and conditions in this Agreement and the Joinder Agreement, (a) each New Term Loan Lender of such Series shall make a New Term Loan to Borrower in an amount equal to its pro rata portion of the New Term Loan Commitment being funded, and (b) each New Term Loan Lender of any Series shall become a Lender hereunder with respect to the New Term Loan Commitment of such Series and the New Term Loans of such Series made pursuant thereto.  Administrative Agent shall notify Lenders promptly upon receipt of Borrower’s notice of each Increased Amount Date and the amount of New Term Loan Commitments of such Series.  Each New Term Loan Commitment with

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respect to any Series shall terminate immediately and without further action upon funding of such New Term Loan.  The terms and provisions of the New Term Loans and New Term Loan Commitments of any Series shall be, except as otherwise set forth herein or permitted under this Section 2.1(c)(i) and set forth in the applicable Joinder Agreement, identical to Term Loans.  In any event (a) the applicable maturity date of each Series of New Term Loans shall be no earlier than the Final Maturity Date, (b) the Weighted-Average Life to Maturity of all New Term Loans of any Series shall be no shorter than the Weighted-Average Life to Maturity of the Terms Loans outstanding on the Closing Date under this Agreement and (c) with respect to any New Term Loans created hereunder, if the initial yield on such New Term Loans (as reasonably determined by the Administrative Agent to be equal to the sum of (x) the margin applicable to such New Term Loans above the Adjusted Eurodollar Rate and (y) if such New Term Loans are initially made at a discount or the Lenders making the same receive a fee directly or indirectly from or on behalf of the Borrower for doing so (excluding customary arranger or commitment fees paid to the Arrangers or their affiliates), and such discount and fees are in excess of 0.50% (the amount of such discount or upfront fees, in excess of 0.50% expressed as a percentage of such New Term Loans, being referred to herein as “Upfront Fees”), the amount of such Upfront Fees divided by the lesser of (A) the average life to maturity of such New Term Loans and (B) four) exceeds the Applicable Margin for any Term Loans that are Eurodollar Loans by more than 50 basis points (the amount of such excess above 50 basis points being referred to herein as the “Yield Differential”), then the Applicable Margin (without respect to Eurodollar Rate Loans or Base Rate Loans) then in effect for such Term Loans shall automatically be increased by the Yield Differential, effective upon the making of the New Term Loans; provided that, if the lowest permissible rate applicable to such New Term Loans is higher than the lowest permissible rate applicable to other Term Loans (as a result of a “floor” or similar feature), then the difference between such lowest permissible rate and zero shall be used in calculating the Yield Differential for purposes of this clause (c).  Notwithstanding anything to the contrary contained herein, Borrower, Guarantors and Administrative Agent may execute such amendments and/or amendments and restatements to this Agreement and the other Loan Documents as may be necessary or advisable to effectuate the provisions of this subsection 2.1(c)(i), and each Joinder Agreement may, without the consent of any other Lenders, effect any such amendments and/or amendments and restatements to this Agreement and the other Loan Documents as may be necessary or advisable to effectuate the provisions of this subsection 2.1(c)(i).

(ii)                                  Borrower shall deliver to Administrative Agent a fully executed Funding Notice no later than (x) for New Term Loans that are Base Rate Loans, one Business Day prior to the requested funding of a New Term Loan, and (y) for New Term Loans that are Eurodollar Rate Loans, three Business Days prior to the requested funding of a New Term Loan, it being understood that any such Funding Notice may be delivered concurrently with notice by Borrower to Administrative Agent requesting New Term Loan Commitments as provided for in subsection 2.1(c)(i).  Promptly upon receipt by Administrative Agent of such Funding Notice, Administrative Agent shall notify each Lender with a New Term Loan Commitment relating to the proposed borrowing.

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(iii)                               Each Lender with a New Term Loan Commitment shall make its New Term Loan, as provided above, available to Administrative Agent not later than 12:00 p.m. (New York City time) on the date specified for such funding by Borrower on the applicable Funding Notice, by wire transfer of same day funds in Dollars, at Administrative Agent’s Principal Office.  Upon satisfaction or waiver of the conditions precedent specified herein, Administrative Agent shall make the proceeds of such New Term Loans available to Borrower on such date by causing an amount of same day funds in Dollars equal to the proceeds of all such New Term Loans received by Administrative Agent from Lenders to be credited to the account of Borrower as designated in writing to Administrative Agent by Borrower in the applicable Funding Notice.

2.2                               Revolving Loans.

(a)          Replacement of Existing Revolving Commitments.  The Existing Revolving Commitments are hereby terminated and replaced with the Revolving Commitments, as more particularly described on Appendix A-2.

(b)         Revolving Commitments.  During the Revolving Commitment Period, subject to the terms and conditions hereof, each Revolving Lender severally agrees to make Revolving Loans to Borrower in an aggregate amount up to but not exceeding such Lender’s Revolving Commitment; provided that, after giving effect to the making of any Revolving Loans in no event shall the Total Utilization of Revolving Commitments exceed the Revolving Commitments then in effect.  Amounts borrowed pursuant to this Section 2.2(b) may be repaid and reborrowed during the Revolving Commitment Period.  Each Revolving Lender’s Revolving Commitment shall expire on the Revolving Commitment Termination Date and all Revolving Loans and all other amounts owed hereunder with respect to the Revolving Loans and the Revolving Commitments shall be paid in full no later than such date.

(c)          Borrowing Mechanics for Revolving Loans.

(i)             Except pursuant to Section 2.3(d), Revolving Loans that are Base Rate Loans shall be made in an aggregate minimum amount of $1,000,000 and integral multiples of $1,000,000 in excess of that amount, and Revolving Loans that are Eurodollar Rate Loans shall be in an aggregate minimum amount of $3,000,000 and integral multiples of $1,000,000 in excess of that amount.

(ii)          Whenever Borrower desires that Lenders make Revolving Loans, Borrower shall deliver to Administrative Agent a fully executed and delivered Funding Notice no later than 10:00 a.m. (New York City time) at least three Business Days in advance of the proposed Credit Date in the case of a Eurodollar Rate Loan, and, in the case of a Revolving Loan that is a Base Rate Loan, a Funding Notice or irrevocable telephonic notice confirmed promptly in writing through a Funding Notice (which Funding Notice or telephonic notice must be received by the Administrative Agent not later than 11:00 a.m., New York City time, on the proposed Credit Date).  Except as otherwise provided herein, a Funding Notice for a Revolving Loan that is a Eurodollar

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Rate Loan shall be irrevocable on and after the related Interest Rate Determination Date, and Borrower shall be bound to make a borrowing in accordance therewith.

(iii)       Notice of receipt of each Funding Notice in respect of Revolving Loans, together with the amount of each Revolving Lender’s Pro Rata Share thereof, if any, shall be provided by Administrative Agent to each applicable Revolving Lender with reasonable promptness on the same day as Administrative Agent’s receipt of such Notice from Borrower.

(iv)      Each Revolving Lender shall make the amount of its Revolving Loan available to Administrative Agent not later than 12:00 p.m. (New York City time) on the applicable Credit Date by wire transfer of same day funds in Dollars, at Administrative Agent’s Principal Office.  Except as provided herein, upon satisfaction or waiver of the conditions precedent specified herein, Administrative Agent shall make the proceeds of such Revolving Loans available to Borrower on the applicable Credit Date by causing an amount of same day funds in Dollars equal to the proceeds of all such Revolving Loans received by Administrative Agent from Lenders to be credited to the account of Borrower as designated in writing to Administrative Agent by Borrower in the applicable Funding Notice.

2.3                               Issuance of Letters of Credit and Purchase of Participations Therein.

(a)          Letters of Credit.  During the Revolving Commitment Period, subject to the terms and conditions hereof, Issuing Bank agrees to issue Letters of Credit for the account of Borrower in the aggregate amount up to but not exceeding the Letter-of-Credit Sublimit; provided that, (i) each Letter of Credit shall be denominated in Dollars, (ii) the stated amount of each Letter of Credit shall not be less than $500,000 or such lesser amount as is acceptable to Issuing Bank, (iii) after giving effect to such issuance, in no event shall the Total Utilization of Revolving Commitments exceed the Revolving Commitments then in effect, (iv) after giving effect to such issuance, in no event shall the Letter-of-Credit Usage exceed the Letter-of-Credit Sublimit then in effect, and (v) in no event shall any Letter of Credit have an expiration date later than the earlier of (1) five Business Days prior to the Revolving Commitment Termination Date (the “L/C Maturity Date”) and (2) the date that is one year from the date of issuance of such Letter of Credit.  Subject to the foregoing, Issuing Bank may agree (such agreement not to be unreasonably withheld) that a Letter of Credit will automatically be extended for one or more successive periods not to exceed one year each, unless Issuing Bank reasonably elects not to extend for any such additional period; provided that, Issuing Bank shall not extend any such Letter of Credit if it has received written notice that a Default or an Event of Default has occurred and is continuing at the time Issuing Bank must elect to allow such extension; provided further that, notwithstanding anything to the contrary contained in this Section 2.3 or elsewhere in this Agreement, in the event a Revolving Lender has become a Defaulting Lender or a Prospective Defaulting Lender, Issuing Bank shall not be required to issue or extend any Letter of Credit unless (i) Issuing Bank has entered into arrangements satisfactory to it and Borrower to eliminate Issuing Bank’s risk with respect to the participation in Letters of Credit by all such Defaulting Lenders and Prospective Defaulting Lenders, including by cash collateralizing each such Defaulting Lender’s or

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Prospective Defaulting Lender’s Pro Rata Share of the Letter-of-Credit Usage or (ii) a reallocation of such Defaulting Lender’s or Prospective Defaulting Lender’s Pro Rata Share of Letter-of-Credit Usage (after giving effect to such Letter of Credit issuance) pursuant to Section 2.3(i) shall have occurred.

(b)         Notice of Issuance.  Whenever Borrower desires the issuance of a Letter of Credit, it shall deliver to Administrative Agent an Issuance Notice no later than 12:00 p.m. (New York City time) at least three Business Days, or in each case such shorter period as may be agreed to by Issuing Bank in any particular instance, in advance of the proposed date of issuance.  Upon satisfaction or waiver of the conditions set forth in Section 3.2, Issuing Bank shall issue the requested Letter of Credit only in accordance with Issuing Bank’s standard operating procedures.  Upon the issuance of any Letter of Credit or amendment or modification to a Letter of Credit, Issuing Bank shall promptly notify each Revolving Lender of such issuance, amendment or modification, which notice shall include the amount of such Lender’s respective participation in such Letter of Credit pursuant to Section 2.3(e).

(c)          Responsibility of Issuing Bank With Respect to Requests for Drawings and Payments.  In determining whether to honor any drawing under any Letter of Credit by the beneficiary thereof, Issuing Bank shall be responsible only to examine the documents delivered under such Letter of Credit with reasonable care so as to ascertain whether they appear on their face to be in accordance with the terms and conditions of such Letter of Credit.  As between Borrower and Issuing Bank, Borrower assumes all risks of the acts and omissions of, or misuse of the Letters of Credit issued by Issuing Bank, by the respective beneficiaries of such Letters of Credit.  In furtherance and not in limitation of the foregoing, Issuing Bank shall not be responsible for:  (i) the form, validity, sufficiency, accuracy, genuineness or legal effect of any document submitted by any party in connection with the application for and issuance of any such Letter of Credit, even if it should in fact prove to be in any or all respects invalid, insufficient, inaccurate, fraudulent or forged; (ii) the validity or sufficiency of any instrument transferring or assigning or purporting to transfer or assign any such Letter of Credit or the rights or benefits thereunder or proceeds thereof, in whole or in part, that may prove to be invalid or ineffective for any reason; (iii) the failure of the beneficiary of any such Letter of Credit to comply fully with any conditions required in order to draw on such Letter of Credit; (iv) errors, omissions, interruptions or delays in transmission or delivery of any messages, by mail, electronic mail, cable, telegraph, telex or otherwise, whether or not they be in cipher; (v) errors in interpretation of technical terms; (vi) any loss or delay in the transmission or otherwise of any document required in order to make a drawing under any such Letter of Credit or of the proceeds thereof; (vii) the misapplication by the beneficiary of any such Letter of Credit of the proceeds of any drawing under such Letter of Credit; or (viii) any consequences arising from causes beyond the control of Issuing Bank, including any Governmental Acts; none of the above shall affect or impair, or prevent the vesting of, any of Issuing Bank’s rights or powers hereunder.  Without limiting the foregoing and in furtherance thereof, any action taken or omitted by Issuing Bank under or in connection with the Letters of Credit or any documents and certificates delivered thereunder, if taken or omitted in good faith, shall not give rise to any liability on the part of Issuing Bank to Borrower.  Notwithstanding anything to the contrary contained in this Section 2.3(c), Borrower shall retain any and all rights it may have against Issuing Bank for any liability

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arising solely out of the gross negligence or willful misconduct of Issuing Bank, as finally determined by a court of competent jurisdiction in a nonappealable decision.

(d)         Reimbursement by Borrower of Amounts Drawn or Paid Under Letters of Credit.  In the event Issuing Bank has determined to honor a drawing under a Letter of Credit, it shall promptly notify Borrower and Administrative Agent, and Borrower shall reimburse Issuing Bank on or before the Business Day immediately following the date on which such drawing is honored (the “Reimbursement Date”) in an amount in Dollars and in same day funds equal to the amount of such honored drawing; provided that, anything contained herein to the contrary notwithstanding, (i) unless Borrower shall have notified Administrative Agent and Issuing Bank prior to 10:00 a.m. (New York City time) on the date such drawing is honored that Borrower intends to reimburse Issuing Bank for the amount of such honored drawing with funds other than the proceeds of Revolving Loans, Borrower shall be deemed to have given a timely Funding Notice to Administrative Agent requesting the Revolving Lenders to make Revolving Loans that are Base Rate Loans on the Reimbursement Date in an amount in Dollars equal to the amount of such honored drawing, and (ii) subject to satisfaction or waiver of the conditions specified in Section 3.2, the Revolving Lenders shall, on the Reimbursement Date, make Revolving Loans that are Base Rate Loans in the amount of such honored drawing, the proceeds of which shall be applied directly by Administrative Agent to reimburse Issuing Bank for the amount of such honored drawing; and provided further that, if for any reason proceeds of Revolving Loans are not received by Issuing Bank on the Reimbursement Date in an amount equal to the amount of such honored drawing, Borrower shall reimburse Issuing Bank, on demand, in an amount in same day funds equal to the excess of the amount of such honored drawing over the aggregate amount of such Revolving Loans, if any, that are so received.  Nothing in this Section 2.3(d) shall be deemed to relieve any Revolving Lender from its obligation to make Revolving Loans on the terms and conditions set forth herein, and Borrower shall retain any and all rights it may have against any Lender resulting from the failure of such Lender to make such Revolving Loans under this Section 2.3(d).

(e)          Revolving Lenders’ Purchase of Participations in Letters of Credit.  Immediately upon the issuance of each Letter of Credit, each Revolving Lender shall be deemed to have purchased, and hereby agrees to irrevocably purchase, from Issuing Bank a participation in such Letter of Credit and any drawings honored thereunder in an amount equal to such Lender’s Pro Rata Share (with respect to the Revolving Commitments) of the maximum amount that is or at any time may become available to be drawn thereunder.  In the event that Borrower shall fail for any reason to reimburse Issuing Bank as provided in Section 2.3(d), Issuing Bank shall promptly notify each Revolving Lender of the unreimbursed amount of such honored drawing and of such Lender’s respective participation therein based on such Lender’s Pro Rata Share of the Revolving Commitments.  Each Revolving Lender shall make available to Issuing Bank an amount equal to its respective participation, in Dollars and in same day funds, at the office of Issuing Bank specified in such notice, not later than 12:00 p.m. (New York City time) on the first business day (under the laws of the jurisdiction in which such office of Issuing Bank is located) after the date notified by Issuing Bank.  In the event that any Revolving Lender fails to make available to Issuing Bank on such business day the amount of such Lender’s participation in such Letter of Credit as provided in this Section 2.3(e), Issuing Bank shall be entitled to recover

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such amount on demand from such Lender together with interest thereon for three Business Days at the rate customarily used by Issuing Bank for the correction of errors among banks, and thereafter at the Base Rate.  Nothing in this Section 2.3(e) shall be deemed to prejudice the right of any Revolving Lender to recover from Issuing Bank any amounts made available by such Lender to Issuing Bank pursuant to this Section 2.3(e) in the event that it is determined that the payment with respect to a Letter of Credit in respect of which payment was made by such Lender constituted gross negligence or willful misconduct on the part of Issuing Bank, as finally determined by a court of competent jurisdiction in a nonappealable decision.  In the event Issuing Bank shall have been reimbursed by other Revolving Lenders pursuant to this Section 2.3(e) for all or any portion of any drawing honored by Issuing Bank under a Letter of Credit, such Issuing Bank shall distribute to each Revolving Lender that has paid all amounts payable by it under this Section 2.3(e) with respect to such honored drawing such Lender’s Pro Rata Share of all payments subsequently received by Issuing Bank from Borrower in reimbursement of such honored drawing when such payments are received.  Any such distribution shall be made to a Revolving Lender at its primary address set forth below its name on Appendix B or at such other address as such Lender may request.

(f)            Obligations Absolute.  The obligation of Borrower to reimburse Issuing Bank for drawings honored under the Letters of Credit issued by it and to repay any Revolving Loans made by Revolving Lenders pursuant to Section 2.3(d) and the obligations of such Lenders under Section 2.3(e) shall be unconditional and irrevocable and shall be paid strictly in accordance with the terms hereof under all circumstances including any of the following circumstances:  (i) any lack of validity or enforceability of any Letter of Credit; (ii) the existence of any claim, set-off, defense or other right that Borrower or any Revolving Lender may have at any time against a beneficiary or any transferee of any Letter of Credit (or any Persons for whom any such transferee may be acting), Issuing Bank, any other Lender or any other Person or, in the case of a Lender, against Borrower, whether in connection herewith, the transactions contemplated herein or any unrelated transaction (including any underlying transaction between Borrower or one of its Subsidiaries and the beneficiary for which any Letter of Credit was procured); (iii) any draft or other document presented under any Letter of Credit proving to be forged, fraudulent, invalid or insufficient in any respect or any statement therein being untrue or inaccurate in any respect; (iv) payment by Issuing Bank under any Letter of Credit against presentation of a draft or other document that does not substantially comply with the terms of such Letter of Credit; (v) any adverse change in the business, operations, properties, assets, condition (financial or otherwise) or prospects of Borrower or any of its Subsidiaries; (vi) any breach hereof or any other Loan Document by any party thereto; (vii) any other circumstance or happening whatsoever, whether or not similar to any of the foregoing; or (viii) the fact that an Event of Default or a Default shall have occurred and be continuing; provided that, in each case, payment by Issuing Bank under the applicable Letter of Credit shall not have constituted gross negligence or willful misconduct of Issuing Bank under the circumstances in question, as finally determined by a court of competent jurisdiction in a nonappealable decision.

(g)         Indemnification.  Without duplication of any obligation of Borrower under Section 9.2 or 9.3, in addition to amounts payable as provided herein, Borrower hereby agrees to protect, indemnify, pay and save harmless Issuing Bank from and against any and all

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claims, demands, liabilities, damages, losses, costs, charges and expenses (including reasonable fees, expenses and disbursements of counsel and allocated costs of internal counsel) that Issuing Bank may incur or be subject to as a consequence, direct or indirect, of (i) the issuance of any Letter of Credit by Issuing Bank, other than as a result of (1) the gross negligence or willful misconduct of Issuing Bank, as finally determined by a court of competent jurisdiction in a nonappealable decision, or (2) the wrongful dishonor by Issuing Bank of a proper demand for payment made under any Letter of Credit issued by it, or (ii) the failure of Issuing Bank to honor a drawing under any such Letter of Credit as a result of any Governmental Act.

(h)         Notwithstanding anything to the contrary herein, the Existing Letters of Credit shall be deemed to have been issued hereunder and deemed to be Letters of Credit for all purposes hereunder.

(i)             Notwithstanding anything to the contrary herein, if any Revolving Lender becomes a Defaulting Lender or a Prospective Defaulting Lender and the Issuing Bank has declined to issue or extend a Letter of Credit pursuant to the last proviso of Section 2.3(a) or the Issuing Bank otherwise elects in relation to previously issued Letters of Credit, then:

(i)             at the election of the Borrower or the Issuing Bank, such portion of such Defaulting Lender’s Pro Rata Share of Letter-of-Credit Usage and participations in Letters of Credit held by such Defaulting Lender or Prospective Defaulting Lender shall be reallocated among all other Revolving Lenders that are not Defaulting Lenders or Prospective Defaulting Lenders (a “Non-Defaulting Lender”) in proportion with their Pro Rata Share of Letter-of-Credit Usage, but only to the extent the Total Utilization of Revolving Commitments does not exceed the sum of all such Non-Defaulting Lenders’ Revolving Commitments;

(ii)          any letter of credit fees payable to a Defaulting Lender or Prospective Defaulting Lender with respect to any Letter-of-Credit Usage reallocated pursuant to clause (i) above shall be payable instead to the Non-Defaulting Lenders in proportion to their Pro Rata Share of such Letter-of-Credit Usage so allocated to them; and

(iii)       in the event that a Defaulting Lender ceases to be a Defaulting Lender or Prospective Defaulting Lender (as determined by both the Issuing Bank and the Borrower in their sole discretion) then the portion of such Defaulting Lender’s Pro Rata Share of Letter-of-Credit Usage and participations in Letters of Credit reallocated to Non-Defaulting Lenders pursuant to clause (i) above shall be reallocated to such previously Defaulting Lender or Prospective Defaulting Lender and such previously Defaulting Lender or Prospective Defaulting Lender shall be entitled to receive the letter of credit fees payable in respect of such Letter-of-Credit Usage following the date of such reallocation.

It being understood and agreed that no reallocation of Letter-of-Credit Usage or participations in Letters of Credit pursuant to this Section 2.3(i) shall result in the Issuing Bank being required to

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issue or extend any Letter of Credit unless the Issuing Bank is satisfied that such reallocation has eliminated its risk with respect to the participation in Letters of Credit by all Defaulting Lenders and or Prospective Defaulting Lenders.  The provisions of this Section 2.3(i) shall not limit or reduce any liability of any Defaulting Lender or any or Prospective Defaulting Lender for failure to perform its obligations under the Loan Documents (and Revolving Lenders and Issuing Bank may look to recover any amounts that would have been owing hereunder by any Defaulting Lender had such reallocation or other method of dealing with Defaulting Lenders not been implemented).

2.4                               Pro Rata Shares; Availability of Funds.

(a)          Pro Rata Shares.  All Loans shall be made, and all participations purchased, by Lenders simultaneously and proportionately to their respective Pro Rata Shares, it being understood that no Lender shall be responsible for any default by any other Lender in such other Lender’s obligation to make a Loan requested hereunder or purchase a participation required hereby nor shall any Term Loan Commitment or any Revolving Commitment of any Lender be increased or decreased as a result of a default by any other Lender in such other Lender’s obligation to make a Loan requested hereunder or purchase a participation required hereby.

(b)         Availability of Funds.  Unless Administrative Agent shall have been notified by any Lender prior to the applicable Credit Date that such Lender does not intend to make available to Administrative Agent the amount of such Lender’s Loan requested on such Credit Date, Administrative Agent may assume that such Lender has made such amount available to Administrative Agent on such Credit Date and Administrative Agent may, in its sole discretion, but shall not be obligated to, make available to Borrower a corresponding amount on such Credit Date.  If such Lender’s Loan amount is not in fact made available to Administrative Agent by such Lender, Administrative Agent shall be entitled to recover such corresponding amount on demand from such Lender together with interest thereon, for each day from such Credit Date until the date such amount is paid to Administrative Agent, at the customary rate set by Administrative Agent for the correction of errors among banks for three Business Days and thereafter at the Base Rate.  If such Lender does not pay such corresponding amount forthwith upon Administrative Agent’s demand therefor, Administrative Agent shall promptly notify Borrower and Borrower shall immediately pay such corresponding amount to Administrative Agent together with interest thereon, for each day from such Credit Date until the date such amount is paid to Administrative Agent, at the rate payable hereunder for Base Rate Loans for such Class of Loans.  Nothing in this Section 2.4(b) shall be deemed to relieve any Lender from its obligation to fulfill its Term Loan Commitments and Revolving Commitments hereunder or to prejudice any rights that Borrower may have against any Lender as a result of any default by such Lender hereunder.

2.5                               Use of Proceeds.  The proceeds of any New Term Loans shall be applied by Borrower for working capital and general corporate purposes, including Permitted Acquisitions and the payment of dividends to the Parent pursuant to Section 6.6(c) for the purpose of redeeming, repurchasing or otherwise acquiring all or a portion of the Parent’s 6 ¼% Convertible

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Senior Notes Due March 15, 2011.  The proceeds of the Revolving Loans and Letters of Credit made after the Closing Date shall be applied by Borrower for working capital and general corporate purposes of Borrower and its Subsidiaries; provided that, Revolving Loans may not be used to finance Permitted Acquisitions unless, at the time thereof, the aggregate unused amount of Revolving Commitments then in effect plus unrestricted and unencumbered Cash and Cash Equivalents (it being understood that, Cash and Cash Equivalents subject to Liens granted under the Security Documents shall not be deemed to be restricted or encumbered as a result thereof) held by Borrower and its Restricted Subsidiaries in excess of $30,000,000 is not less than $50,000,000.  Letters of Credit shall be used solely to support payment obligations incurred in the ordinary course of business by Borrower and its Restricted Subsidiaries.  No portion of the proceeds of any Credit Extension shall be used in any manner that causes or might cause such Credit Extension or the application of such proceeds to violate Regulation T, Regulation U or Regulation X of the Board of Governors of the Federal Reserve System or any other regulation thereof or to violate the Exchange Act.  Specifically, no portion of the proceeds of any Credit Extension may be used to purchase or carry margin stock or to extend credit to others for the purpose of purchasing or carrying margin stock.

2.6                               Evidence of Debt; Register; Lenders’ Books and Records; Notes.

(a)          Lenders’ Evidence of Debt.  Each Lender shall maintain on its internal records an account or accounts evidencing the Obligations of Borrower to such Lender, including the amounts of the Loans made by it and each repayment and prepayment in respect thereof.  Any such recordation shall be conclusive and binding on Borrower, absent manifest error; provided that, the failure to make any such recordation, or any error in such recordation, shall not affect any Lender’s Revolving Commitments or Borrower’s Obligations in respect of any applicable Loans; and provided further that, in the event of any inconsistency between the Register and any Lender’s records, the recordations in the Register shall govern.

(b)         Register.  Administrative Agent shall maintain at its Principal Office a register for the recordation of the names and addresses of Lenders and the Revolving Commitments and Loans of each Lender from time to time (the “Register”).  In the case of a Related Lender Assignment described in Section 9.6(c) that is not reflected in the Register, the assigning Lender shall maintain a comparable register, which shall be made available for inspection by Administrative Agent at any reasonable time and from time to time upon reasonable prior notice to such Lender.  The Register shall be available for inspection by Borrower or any Lender at any reasonable time and from time to time upon reasonable prior notice.  Administrative Agent shall record in the Register the Revolving Commitments and the Loans, and each repayment or prepayment in respect of the principal amount of the Loans, and any such recordation shall be conclusive and binding on Borrower and each Lender, absent manifest error; provided that, failure to make any such recordation, or any error in such recordation, shall not affect any Lender’s Revolving Commitments or Borrower’s Obligations in respect of any Loan.  Borrower hereby designates Administrative Agent to serve as Borrower’s agent solely for purposes of maintaining the Register as provided in this Section 2.6, and Borrower hereby agrees that, to the extent Administrative Agent serves in such capacity, Administrative Agent and its officers, directors, employees, agents and affiliates shall constitute “Indemnitees.”

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(c)          Notes.  If so requested by any Lender by written notice to Borrower at least two Business Days prior to the Closing Date, or at any time thereafter, Borrower shall execute and deliver to such Lender (and/or, if applicable and if so specified in such notice, to any Person who is an assignee of such Lender pursuant to Section 9.6) on the Closing Date (or, if such notice is delivered after the Closing Date, promptly after Borrower’s receipt of such notice) a Note or Notes to evidence such Lender’s Term Loan or Revolving Loan, as the case may be.

2.7                               Interest on Loans.

(a)         Except as otherwise set forth herein, each Class of Loans shall bear interest on the unpaid principal amount thereof from the date made through repayment (whether by acceleration or otherwise) thereof

(i)             in the case of Revolving Loans, (A) if a Base Rate Loan, at the Base Rate plus the Applicable Margin, or (B) if a Eurodollar Rate Loan, at the Adjusted Eurodollar Rate plus the Applicable Margin, and

(ii)          in the case of Term Loans,

(1)                                 if a Base Rate Loan, at the Base Rate plus the Applicable Margin, or

(2)                                 if a Eurodollar Rate Loan, at the Adjusted Eurodollar Rate plus the Applicable Margin.

(b)         The basis for determining the rate of interest with respect to any Loan, and the Interest Period with respect to any Eurodollar Rate Loan, shall be selected by Borrower and notified to Administrative Agent (who shall promptly notify the relevant Lenders) pursuant to the applicable Funding Notice or Conversion/Continuation Notice, as the case may be.  If on any day a Loan is outstanding with respect to which a Funding Notice or Conversion/Continuation Notice has not been delivered to Administrative Agent in accordance with the terms hereof specifying the applicable basis for determining the rate of interest, then for that day such Loan shall be a Base Rate Loan.

(c)          In connection with Eurodollar Rate Loans there shall be no more than 15 Interest Periods outstanding at any time.  In the event Borrower fails to specify between a Base Rate Loan or a Eurodollar Rate Loan in the applicable Funding Notice or Conversion/Continuation Notice, such Loan (if outstanding as a Eurodollar Rate Loan) will be automatically converted into a Base Rate Loan on the last day of the then current Interest Period for such Loan (or if outstanding as a Base Rate Loan will remain as, or (if not then outstanding) will be made as, a Base Rate Loan).  In the event Borrower fails to specify an Interest Period for any Eurodollar Rate Loan in the applicable Funding Notice or Conversion/Continuation Notice, Borrower shall be deemed to have selected an Interest Period of three months.  As soon as practicable on each Interest Rate Determination Date, Administrative Agent shall determine (which determination shall, absent manifest error, be final, conclusive and binding on all parties)

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the interest rate that shall apply to the Eurodollar Rate Loans for which an interest rate is then being determined for the applicable Interest Period and shall promptly give notice thereof (in writing or by telephone confirmed in writing) to Borrower and each Lender.

(d)         Interest payable pursuant to Section 2.7(a) shall be computed (i) in the case of Base Rate Loans with reference to the Prime Rate, on the basis of a 365-day or 366-day year, as the case may be, and (ii) in the case of Eurodollar Rate Loans or Base Rate Loans with reference to the Federal Funds Effective Rate, on the basis of a 360-day year, in each case for the actual number of days elapsed in the period during which it accrues.  In computing interest on any Loan, the date of the making of such Loan or the first day of an Interest Period applicable to such Loan or, with respect to a Base Rate Loan being converted from a Eurodollar Rate Loan, the date of conversion of such Eurodollar Rate Loan to such Base Rate Loan, as the case may be, shall be included, and the date of payment of such Loan or the expiration date of an Interest Period applicable to such Loan or, with respect to a Base Rate Loan being converted to a Eurodollar Rate Loan, the date of conversion of such Base Rate Loan to such Eurodollar Rate Loan, as the case may be, shall be excluded; provided that, if a Loan is repaid on the same day on which it is made, one day’s interest shall be paid on that Loan.

(e)          Except as otherwise set forth herein, interest on each Loan shall be payable in arrears (i) on each Interest Payment Date applicable to that Loan; (ii) upon any prepayment of that Loan, whether voluntary or mandatory, to the extent accrued on the principal amount being prepaid; and (iii) at maturity, including final maturity as the case may be; provided that, with respect to any voluntary prepayment of a Base Rate Loan (other than in connection with a voluntary prepayment of all Loans), accrued interest shall instead be payable on the applicable Interest Payment Date.

(f)           Borrower agrees to pay to Issuing Bank, with respect to drawings honored under any Letter of Credit, interest on the amount paid by Issuing Bank in respect of each such honored drawing from the date such drawing is honored to but excluding the date such amount is reimbursed by or on behalf of Borrower at a rate equal to (i) for the period from the date such drawing is honored to but excluding the applicable Reimbursement Date, the rate of interest otherwise payable hereunder with respect to Revolving Loans that are Base Rate Loans, and (ii) thereafter, a rate that is 2.00% per annum in excess of the rate of interest otherwise payable hereunder with respect to Revolving Loans that are Base Rate Loans.

(g)          Interest payable pursuant to Section 2.7(f) shall be computed on the basis of a 360-day year for the actual number of days elapsed in the period during which it accrues, and shall be payable on demand or, if no demand is made, on the date on which the related drawing under a Letter of Credit is reimbursed in full.  Promptly upon receipt by Issuing Bank of any payment of interest pursuant to Section 2.7(f), Issuing Bank shall distribute to each Lender (other than Defaulting Lenders), out of the interest received by Issuing Bank in respect of the period from the date such drawing is honored to but excluding the date on which Issuing Bank is reimbursed for the amount of such drawing (including any such reimbursement out of the proceeds of any Revolving Loans), the amount that such Lender would have been entitled to receive in respect of the letter of credit fee that would have been payable in respect of such Letter

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of Credit for such period if no drawing had been honored under such Letter of Credit.  In the event Issuing Bank shall have been reimbursed by Lenders for all or any portion of such honored drawing, Issuing Bank shall distribute to each Lender that has paid all amounts payable by it under Section 2.3(e) with respect to such honored drawing such Lender’s Pro Rata Share of any interest received by Issuing Bank in respect of that portion of such honored drawing so reimbursed by Lenders for the period from the date on which Issuing Bank was so reimbursed by Lenders to but excluding the date on which such portion of such honored drawing is reimbursed by Borrower.

2.8                               Conversion/Continuation.

(a)         Subject to Section 2.17 and so long as no Default or Event of Default shall have occurred and then be continuing, Borrower shall have the option:

(i)             to convert at any time all or any part of any Term Loan or Revolving Loan equal to $3,000,000 and integral multiples of $1,000,000 in excess of that amount from one Type of Loan to another Type of Loan; provided that, a Eurodollar Rate Loan may only be converted on the expiration of the Interest Period applicable to such Eurodollar Rate Loan unless Borrower shall pay all amounts due under Section 2.17 in connection with any such conversion; or

(ii)          upon the expiration of any Interest Period applicable to any Eurodollar Rate Loan, to continue all or any portion of such Loan equal to $3,000,000 and integral multiples of $1,000,000 in excess of that amount as a Eurodollar Rate Loan.

(b)         Borrower shall deliver a Conversion/Continuation Notice to Administrative Agent no later than 10:00 a.m. (New York City time) at least one Business Day in advance of the proposed conversion date (in the case of a conversion to a Base Rate Loan) and at least three Business Days in advance of the proposed conversion or continuation date (in the case of a conversion to, or a continuation of, a Eurodollar Rate Loan).  Except as otherwise provided herein, a Conversion/Continuation Notice for conversion to, or continuation of, any Eurodollar Rate Loans (or telephonic notice in lieu thereof) shall be irrevocable on and after the related Interest Rate Determination Date, and Borrower shall be bound to effect a conversion or continuation in accordance therewith.

2.9                               Default Interest.  If all or any portion of the principal amount of any Loan or Reimbursement Obligation shall not be paid when due (whether at the stated maturity, by acceleration or otherwise), all outstanding Loans and Reimbursement Obligations (whether or not overdue) shall bear interest, from the date of such nonpayment until such amount is paid in full, at a rate per annum that is equal to (x) in the case of the Loans, the rate that would otherwise be applicable thereto pursuant to Section 2.7(a) plus 2.00%, or (y) in the case of Reimbursement Obligations, the rate applicable to Revolving Loans that are Base Rate Loans plus 2.00%.  If all or a portion of any interest payable on any Loan or Reimbursement Obligation or any commitment fee or other amount payable hereunder shall not be paid when due (whether at the stated maturity, by acceleration or otherwise), such overdue amount shall bear interest, from the

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date of such nonpayment until such amount is paid in full, at a rate per annum equal to the rate then applicable to Base Rate Loans under the relevant Class of Loans plus 2.00% (or, in the case of any such other amounts that do not relate to a particular Class of Loans, the rate then applicable to Revolving Loans that are Base Rate Loans plus 2.00%).

2.10                        Fees.

(a)         Borrower agrees to pay to Lenders having Revolving Loan Exposure:

(i)             commitment fees at the rate of 0.50% per annum on the average of the daily difference between (a) the Revolving Commitments, and (b) the sum of (x) the aggregate principal amount of outstanding Revolving Loans plus (y) the Letter-of-Credit Usage; and

(ii)          letter of credit fees (calculated on a per annum basis) equal to (1) the Applicable Margin for Revolving Loans that are Eurodollar Rate Loans, times (2) the average aggregate daily maximum amount available to be drawn under all such Letters of Credit (regardless of whether any conditions for drawing could then be met and determined as of the close of business on any date of determination).

All fees referred to in this Section 2.10(a) shall be paid to Administrative Agent at its Principal Office and upon receipt, Administrative Agent shall promptly distribute to each Lender its Pro Rata Share thereof.

(b)         Borrower agrees to pay directly to Issuing Bank, for its own account, the following fees:

(i)             a fronting fee equal to 0.25%, per annum, times the average aggregate daily maximum amount available to be drawn under all Letters of Credit (determined as of the close of business on any date of determination); and

(ii)          such documentary and processing charges for any issuance, amendment, transfer or payment of a Letter of Credit as are in accordance with Issuing Bank’s standard schedule for such charges and as in effect at the time of such issuance, amendment, transfer or payment, as the case may be.

(c)          All fees referred to in Section 2.10(a) and 2.10(b)(i) shall be calculated on the basis of a 360 day year and the actual number of days elapsed and shall be payable quarterly in arrears on the last Business Day of March, June, September and December of each year during the Revolving Commitment Period, commencing on the first such date to occur after the Closing Date (but calculated with respect to periods prior to the Closing Date based on Existing Revolving Commitments, Existing Revolving Loans and Existing Letters of Credit), and on the Revolving Commitment Termination Date.  The fees referred to in Section 2.10(b)(ii) shall be payable promptly following demand therefor.

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(d)         The Borrower agrees to pay on the Closing Date (i) to each Lender party to this Agreement holding Term Loans on the Closing Date (immediately after giving effect to the Closing Date Transactions) that has consented to the amendments effectuated pursuant to this Agreement as fee compensation, a fee (the “Term Loan Closing Date Fee”) in an amount equal to 1.00% of the stated principal amount of such Lender’s Term Loans under this Agreement outstanding on the Closing Date (giving effect to repayments under Section 3.1(e)) and (ii) to each Revolving Lender party to this Agreement on the Closing Date that holds Revolving Commitments set forth on Schedule A-2 hereto, as fee compensation, a fee (the “Revolving Closing Date Fee” and, together with the Term Loan Closing Date Fee, the “Closing Date Fees”) in an amount equal to 1.00% of the amount of such Lender’s Revolving Commitments under this Agreement (immediately after giving effect to the Closing Date Transactions).  The Closing Date Fees will in all respects be fully earned, due and payable on the Closing Date and non-refundable and non-creditable thereafter.

(e)          In addition to the foregoing fees, Borrower agrees to pay to Agents such other fees in the amounts and at the times separately agreed on.

2.11                        Scheduled Payments.  The principal amounts of the Term Loans of each Lender (other than New Term Loans, for which scheduled payments shall be made as provided for in the Joinder Agreement relating to such New Term Loan) shall be repaid in consecutive quarterly installments (each, an “Installment”) in an amount equal to such Lender’s Pro Rata Share (determined with respect to Term Loans other than New Term Loans) of the aggregate amounts set forth below on the last Business Day of each calendar quarter (each, an “Installment Date”), commencing March 31, 2011:

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Notwithstanding the foregoing, (x) such Installments shall be reduced in connection with any voluntary or mandatory prepayments of the Term Loans, as the case may be, in accordance with Sections 2.12, 2.13 and 2.14, as applicable; and (y) the Term Loans, together with all other amounts owed hereunder with respect thereto, shall, in any event, be paid in full no later than the Term Loan Maturity Date.

2.12                        Voluntary Prepayments/Commitment Reductions.

(a)         Voluntary Prepayments.

(i)             Any time and from time to time: