FIRST AMENDMENT TO FIFTH AMENDED AND RESTATED CREDIT AGREEMENT

Exhibit 4.1

FIRST AMENDMENT TO

FIFTH AMENDED AND RESTATED CREDIT AGREEMENT

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

RECITALS

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

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

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

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

SECTION 2.           Amendments to Credit Agreement.

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

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

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

“Affiliated Lender” means each of Holdings and Parent.

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

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

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

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

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

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

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

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

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

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

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

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

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

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

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

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

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

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

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

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

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

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

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

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

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

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

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

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

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

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

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

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

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

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

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

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

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

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

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

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

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

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

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

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

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

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

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

and inserting in lieu thereof the following phrase:

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

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

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

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

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

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

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

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

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

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

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

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

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

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

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

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

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

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

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

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

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

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

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

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

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

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