1
EXHIBIT 4.1
FIRST AMENDMENT TO CREDIT AGREEMENT
THIS FIRST AMENDMENT TO CREDIT AGREEMENT (this "Amendment") is made as
of the 29th day of September, 1998, among CARMIKE CINEMAS, INC., a Delaware
corporation (the "Borrower"), WACHOVIA BANK, N.A. as Agent (the "Agent") under
the Credit Agreement (as herein defined) and the BANKS named in the Credit
Agreement.
Background:
The Borrower, the Agent and the Banks have entered into a certain
Credit Agreement dated as of October 17, 1997 (the "Credit Agreement").
The Borrower, the Agent and the Banks wish to amend the Credit
Agreement in certain respects, as hereinafter provided.
NOW, THEREFORE, the parties hereto agree as follows:
SECTION 1. Definitions. Capitalized terms used herein which are not
otherwise defined herein shall have the respective meanings assigned to them in
the Credit Agreement.
SECTION 2. Amendments. The Credit Agreement is hereby amended as
follows:
SECTION 2.1. Amendment to Section 1.01. Section 1.01 of the Credit
Agreement is hereby amended by amending and restating in their entirety the
definitions of the terms "Bridge Loan Agreement" and "Lease" to read as follows:
"Bridge Loan Agreement" means the Loan Agreement dated as of
August 3, 1998 between the Borrower and Wachovia, providing for loans
by Wachovia to the Borrower from time to time in an aggregate principal
amount not exceeding $50,000,000, as amended, supplemented or otherwise
modified from time to time.
"Lease" means the Master Lease dated as of November 20, 1997
between Movieplex Realty Leasing, L.L.C., as Landlord, and the
Borrower, as Tenant, as amended pursuant to a First Amendment to Master
Lease dated as of September 29, 1998 between Movieplex Realty Leasing,
L.L.C. and the Borrower.
SECTION 2.2. Amendment to Section 5.04. Section 5.04 of the Credit
Agreement is hereby amended and restated in its entirety to read as follows:
SECTION 5.04. Ratio of Consolidated Funded Debt to
Consolidated Cash Flow. At the end of each Fiscal Quarter ending as
provided in the following table, the ratio of Consolidated Funded Debt
at the end of such Fiscal Quarter to Consolidated Cash Flow for the
period of 4 consecutive Fiscal Quarters ending on such date will not be
greater than the applicable ratio provided in the following table:
2
Fiscal Quarter Ending Applicable Ratio
--------------------- ----------------
September 30, 1997 4.5 to 1.00
December 31, 1997 4.5 to 1.00
March 31, 1998 4.5 to 1.00
June 30, 1998 4.5 to 1.00
September 30, 1998 5.0 to 1.00
December 31, 1998 and thereafter 4.5 to 1.00
SECTION 2.3 Addition of Section 5.22. A new Section 5.22 is hereby
added to the Credit Agreement to read in its entirety as follows:
SECTION 5.22. Limitation on Consolidated Funded Debt. Neither
the Borrower nor any Restricted Subsidiary will incur, create, assume
or suffer to exist any Consolidated Funded Debt, other than (i) loans
made under the Bridge Loan Agreement so long as the final maturity date
of any of such loans is no later than January 31, 1999, (ii) Loans
under this Agreement, (iii) Consolidated Funded Debt outstanding from
time to time under the Lease, (iv) Consolidated Funded Debt (other than
loans or Consolidated Funded Debt described in clause (i), clause (ii)
or clause (iii) of this Section) set forth or reflected on the
consolidated balance sheet of the Borrower and its Restricted
Subsidiaries for the Fiscal Quarter ending September 30, 1998 delivered
to the Banks pursuant to Section 5.01(b), and (v) any extension,
renewal or refinancing of Consolidated Funded Debt described in clause
(iv) of this Section made on terms no less favorable to the Borrower or
such Restricted Subsidiary than the terms of the Consolidated Funded
Debt being so extended, renewed or refinanced immediately prior to such
extension, renewal or refinancing.
SECTION 3. No Other Amendment. Except for the amendments set forth
above, the text of the Credit Agreement shall remain unchanged and in full force
and effect. This Amendment is not intended to effect, nor shall it be construed
as, a novation. The Credit Agreement and this Amendment shall be construed
together as a single instrument and any reference to the "Agreement" or any
other defined term for the Credit Agreement in the Credit Agreement, the Notes
or any certificate, instrument or other document delivered pursuant thereto
shall mean the Credit Agreement as amended hereby and as it may be amended,
supplemented or otherwise modified hereafter.
SECTION 4. Representations and Warranties. The Borrower hereby
represents and warrants in favor of the Agent and the Banks as follows:
2
3
(a) No Default or Event of Default under the Credit Agreement has
occurred and is continuing on the date hereof;
(b) The Borrower has the corporate power and authority to enter
into this Amendment and to do all acts and things as are required or
contemplated hereunder to be done, observed and performed by it;
(c) This Amendment has been duly authorized, validly executed and
delivered by one or more authorized officers of the Borrower and each of this
Amendment and the Credit Agreement, as amended hereby constitutes the legal,
valid and binding obligation of the Borrower enforceable against it in
accordance with its terms; provided, that the enforceability of each of this
Amendment and the Credit Agreement as amended hereby is subject to general
principles of equity and to bankruptcy, insolvency and similar laws affecting
the enforcement of creditors' rights generally; and
(d) The execution and delivery of this Amendment and the
Borrower's performance hereunder and under the Credit Agreement as amended
hereby do not and will not require the consent or approval of any regulatory
authority or governmental authority or agency having jurisdiction over the
Borrower other than those which have already been obtained or given, nor be in
contravention of or in conflict with the Articles of Incorporation or Bylaws of
the Borrower, or the provision of any statute, or any judgment, order or
indenture, instrument, agreement or undertaking, to which the Borrower is a
party or by which its assets or properties are or may become bound.
SECTION 5. Counterparts. This Amendment may be executed in multiple
counterparts, each of which shall be deemed to be an original and all of which,
taken together, shall constitute one and the same agreement.
SECTION 6. Governing Law. This Amendment shall be deemed to be made
pursuant to the laws of the State of Georgia with respect to agreements made and
to be performed wholly in the State of Georgia and shall be construed,
interpreted, performed and enforced in accordance therewith.
SECTION 7. Effective Date. This Amendment shall become effective as of
September 29, 1998, but only upon satisfaction of the following conditions
precedent:
(a) receipt by the Agent from the Borrower, the Guarantors and at
least those Banks together constituting the Required Banks of either a duly
executed signature page from a counterpart of this Amendment or a facsimile
transmission of a duly executed signature page from a counterpart of this
Amendment, signed by such party;
(b) receipt by the Agent for the ratable account of each Bank of
the fee provided for in Section 8 of this Amendment;
3
4
(c) receipt by the Agent of fully executed counterparts of
amendments to the agreements pursuant to which the Senior Notes more
particularly identified on Schedule A hereto were issued by the Borrower, such
amendments to be in form and substance satisfactory to the Agent and the
Required Banks;
(d) receipt by the Agent of a fully executed counterpart of an
amendment to the Lease, such amendment to be in form and substance satisfactory
to the Agent and the Required Banks; and
(e) receipt by the Agent of a waiver executed by Wachovia Bank,
N.A. with respect to the Bridge Loan Agreement, in form and substance
satisfactory to the Agent and the Required Banks.
SECTION 8. Amendment Fee. On the date first set forth above, the
Borrower shall pay to the Agent for the ratable account of each Bank an
amendment fee equal to the product of such Bank's Commitment (irrespective of
usage) as of such date multiplied by .25%.
IN WITNESS WHEREOF, the parties hereto have caused this Amendment to be
duly executed under seal by their respective authorized officers as of the day
and year first above written.
BORROWER:
CARMIKE CINEMAS, INC.
By: /s/ [SEAL]
------------------------
Title:
[Remainder of this page intentionally left blank]
5
WACHOVIA BANK, N.A., as Agent and as a Bank
By: /s/ [SEAL]
------------------------
Title:
[Remainder of this page intentionally left blank]
6
FIRST UNION NATIONAL BANK
By: /s/ [SEAL]
------------------------
Title:
[Remainder of this page intentionally left blank]
7
SUNTRUST BANK, ATLANTA
By: /s/ [SEAL]
------------------------
Title:
and
By: /s/ [SEAL]
------------------------
Title:
[Remainder of this page intentionally left blank]
8
THE LONG-TERM CREDIT BANK OF JAPAN, LTD.
By: /s/ [SEAL]
------------------------
Title:
[Remainder of this page intentionally left blank]
0
XXX XXXX XX XXX XXXX
By: /s/ [SEAL]
------------------------
Title:
[Remainder of this page intentionally left blank]
10
FIRST AMERICAN NATIONAL BANK
By: /s/ [SEAL]
------------------------
Title:
[Remainder of this page intentionally left blank]
00
XXX XXXXXXXXXX XXXX XX XXXXX, XXXXXXX,
XXXXXXX AGENCY
By: /s/ [SEAL]
------------------------
Title:
[Remainder of this page intentionally left blank]
12
THE SANWA BANK LIMITED
By: /s/ [SEAL]
------------------------
Title:
[Remainder of this page intentionally left blank]
13
THE BANK OF TOKYO-MITSUBISHI, LTD.
By: /s/ [SEAL]
------------------------
Title:
[Remainder of this page intentionally left blank]
14
COLUMBUS BANK AND TRUST COMPANY
By: /s/ [SEAL]
------------------------
Title:
[Remainder of this page intentionally left blank]
15
HIBERNIA NATIONAL BANK
By: /s/ [SEAL]
------------------------
Title:
[Remainder of this page intentionally left blank]
16
THE SUMITOMO BANK, LIMITED
By: /s/ [SEAL]
------------------------
Title:
By: /s/ [SEAL]
------------------------
Title:
[Remainder of this page intentionally left blank]
17
Consented and agreed to by the following Guarantors as of the date first set
forth above:
WOODEN NICKEL PUB, INC.
By: /s/ [SEAL]
------------------------
Title:
EASTWYNN THEATERS, INC.
By: /s/ [SEAL]
------------------------
Title:
MILITARY SERVICES, INC.
By: /s/ [SEAL]
------------------------
Title:
18
SCHEDULE A
SENIOR NOTES
1. Carmike Cinemas, Inc. 10.53% Senior Notes Due 2005, dated as of June 1,
1990, by and between Carmike Cinemas, Inc. and The Mutual Life
Insurance Company of New York, AUSA Life Insurance Company, General
Services Life Insurance Company, Life Investors Insurance Company of
America, Monumental Life Insurance Company, Pacific Fidelity Life
Insurance Company, National Old Line Insurance Company, IDS Life
Insurance Company, IDS Life Insurance Company of New York, American
Enterprise Life Insurance Company
2. Carmike Cinemas, Inc. 7.90% Senior Notes Due 2002, dated as of March 3,
1992 by and between Carmike Cinemas, Inc. and Teachers Insurance and
Annuity Association of America
3. Carmike Cinemas, Inc. 7.52% Senior Notes Due 2003, dated as of April
15, 1993 by and between Carmike Cinemas, Inc. and Teachers Insurance
and Annuity Association of America
