EXHIBIT 10.1
AMENDMENT NO. 1 TO CREDIT AND GUARANTY AGREEMENT
THIS AMENDMENT NO. 1 TO CREDIT AND GUARANTY AGREEMENT (this
"Amendment"), dated as of March 7, 2005, is made and entered into by and among
Carmike Cinemas, Inc., a Delaware corporation (the "Company"), the Guarantors,
Xxxxx Fargo Foothill, Inc., as Administrative Agent and Collateral Agent, and
the Lenders. Capitalized terms used herein and not otherwise defined shall have
the respective meanings ascribed to them in that certain Credit and Guaranty
Agreement entered into as of February 4, 2004 by and among the Company, the
Guarantors, Xxxxxxx Sachs Credit Partners L.P., as Sole Lead Arranger, Sole
Bookrunner, and Sole Syndication Agent, Xxxxx Fargo Foothill, Inc., as
Administrative Agent and Collateral Agent, and CIT Lending Services Corporation
and General Electric Capital Corporation, as Co-Documentation Agents, and the
Lenders party thereto (the "Original Agreement").
WHEREAS, The parties hereto desire to enter into this
Amendment to amend the Original Agreement as set forth herein, all in accordance
with Section 10.5 of the Original Agreement.
NOW, THEREFORE, in consideration of the foregoing and of the
mutual promises contained herein and for other valuable consideration, the
receipt and sufficiency of which is hereby acknowledged, Lender and Borrower
hereby amend the Original Agreement as follows:
1. Section 1.1. Section 1.1 of the Original Agreement shall be amended by
amending the definition of "Consolidated Capital Expenditures" in its entirety
to read as follows:
"CONSOLIDATED CAPITAL EXPENDITURES" means, for any period, the
aggregate of all capital expenditures of Company and its Subsidiaries during
such period determined on a consolidated basis that, in accordance with GAAP,
are or should be included in "purchases of property and equipment" or similar
items reflected in the consolidated statement of cash flows of Company and its
Subsidiaries, net of all amounts that Company or its Subsidiaries are reimbursed
by landlords as construction allowances in accordance with the contractual
provisions of executed lease agreements.
2. Section 6.8(c)(ii). Section 6.8(c)(ii) of the Original Agreement is
hereby deleted in its entirety and shall be replaced by the following:
(ii) make or incur Maintenance Consolidated Capital
Expenditures and Discretionary Consolidated Capital
Expenditures in excess of (y) $40,000,000 in Fiscal Year 2004,
and (z) $50,000,000 in each Fiscal Year thereafter, plus any
carry-over Discretionary Capital Expenditures from the
previous Fiscal Year pursuant to clause (i) above, in any
Fiscal Year;
Amendment No. 1 to Credit and Guaranty Agreement
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3. Credit Documents. Each Credit Party hereby (a) reaffirms and admits the
validity and enforceability of each Credit Document to which it is a party and
all of its obligations thereunder, (b) agrees and admits that it has no defense
to or offset against any such obligation, (c) certifies that on the date here
and immediately after giving effect to this Amendment, (i) there exists and
shall exist no Default, (ii) its representations and warranties contained in
each Credit Document to which it is a party are and shall be true and correct;
and (iii) it is and shall be in compliance with all of the terms, covenants and
conditions of each Credit Document to which it is a party.
4. Reference to and Effect Upon the Amended Original Agreement. All of the
provisions of this Amendment shall be deemed to be incorporated in, and made a
part of, the Original Agreement; and the Original Agreement, as supplemented and
amended by this Amendment, shall be read, taken and construed as one and the
same agreement. Except as expressly modified herein, the Original Agreement
shall remain in full force and effect and is hereby ratified.
5. Governing Law. This Amendment shall be governed by and construed in
accordance with the laws of the State of New York without regard to its conflict
of laws principles.
6. Counterparts. This Amendment may be executed in any number of
counterparts, or facsimile counterparts, each of which shall be deemed an
original, and all of which together shall constitute one and the same
instrument.
7. Titles and Subtitles. The titles and subtitles used in this Amendment
are used for convenience and are not to be considered in construing or
interpreting this Amendment.
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Amendment No. 1 to Credit and Guaranty Agreement
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IN WITNESS WHEREOF, the parties have caused this Amendment to
be duly executed effective as of the day and year first written above.
CARMIKE CINEMAS, INC.
By: /s/ Xxxxxx X. Xxxxxx
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Xxxxxx X. Xxxxxx
Title: Senior Vice President
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EASTWYNN THEATRES, INC.
By: /s/ Xxxxxx X. Xxxxxx
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Xxxxxx X. Xxxxxx
Title: Senior Vice President
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MILITARY SERVICES, INC.
By: /s/ Xxxxxx X. Xxxxxx
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Xxxxxx X. Xxxxxx
Title: Senior Vice President
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WOODEN NICKEL PUB, INC.
By: /s/ Xxxxxx X. Xxxxxx
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Xxxxxx X. Xxxxxx
Title: Senior Vice President
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Amendment No. 1 to Credit and Guaranty Agreement
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XXXXX FARGO FOOTHILL, INC.,
as Administrative Agent and a Lender
By: /s/ Xxxxx X. Xxxx
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Xxxxx X. Xxxx
Title: Vice President
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Amendment No. 1 to Credit and Guaranty Agreement
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GENERAL ELECTRIC CAPITAL CORPORATION,
as a Lender
By: /s/ Xxxxxx X. Xxxxxxx
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Xxxxxx X. Xxxxxxx
Title: Duly Authorized Signatory
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Amendment No. 1 to Credit and Guaranty Agreement
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CIT LENDER SERVICES CORPORATION,
as a Lender
By: /s/ Xxxxxxx X. Xxxxxxx
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Xxxxxxx X. Xxxxxxx
Title: Vice President
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Amendment No. 1 to Credit and Guaranty Agreement
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THE FOOTHILL GROUP, INC.,
as a Lender
By: /s/ Xxxxxx X. Xxxxxx
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Xxxxxx X. Xxxxxx
Title: Senior Vice President
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Amendment No. 1 to Credit and Guaranty Agreement
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