EXHIBIT 99.1
THIS SUPPLEMENTAL INDENTURE is made and entered into as of August 9, 1999
by and between Checkers Drive-In Restaurants, Inc., a Delaware corporation (the
"Company"), as successor by merger to Rally's Hamburgers, Inc., a Delaware
corporation ("Rally's"), and Chase ManhattanTrust Company, N.A., as trustee
("the "Trustee"). Capitalized terms not defined herein shall have the same
meaning as those ascribed to them in the Indenture (as defined below).
RECITALS
WHEREAS, Rally's, certain of its subsidiaries, as subsidiary guarantors,
and PNC Bank, Kentucky, Inc., as trustee, entered into that certain Indenture,
dated as of March 1, 1993 (as amended and/or supplemented, the "Indenture"),
related to the issuance by Rally's of its 9 7/8% Senior Notes due June 15, 2000;
WHEREAS, pursuant to that certain Agreement and Plan of Merger, dated as
of January 28, 1999, by and between the Company and Rally's, Rally's is being
merged with and into the Company on or about August 9, 1999 (the "Merger");
WHEREAS, the Company, as the surviving corporation in the Merger, has
taken all necessary corporate action to duly authorize the execution and
delivery of this Supplemental Indenture; and
WHEREAS, the Company is delivering to the Trustee, concurrently herewith,
the documents required by the Indenture in connection with the Merger and this
Supplemental Indenture;
NOW, THEREFORE, in consideration of good and valuable consideration, the
receipt and sufficiency of which are hereby acknowledged, the parties agree, for
the benefit of each other and the holders of the Securities, as follows:
ARTICLE I
ASSUMPTION OF OBLIGATIONS
SECTION 1.01 The Company hereby expressly assumes all of the obligations
of Rally's under the Securities and the Indenture upon the effectiveness of the
Merger.
ARTICLE II
CONCERNING THE TRUSTEE
SECTION 2.01 The Trustee hereby accepts the trusts hereby declared and
provided and agrees to perform the same upon the terms and conditions set forth
in the Indenture and in this Supplemental Indenture, including the terms and
provisions defining and limiting the liabilities in the performance of the trust
created by the Indenture, as supplemented by this Supplemental Indenture.
SECTION 2.02 The Trustee shall not be responsible in any manner
whatsoever for or in respect of the validity or sufficiency of this
Supplemental Indenture or the due execution hereof by the Company.
ARTICLE III
MISCELLANEOUS
SECTION 3.01 Upon the execution and delivery of this Supplemental
Indenture by the Company and the Trustee, the Indenture shall be supplemented in
accordance herewith, and this Supplemental Indenture shall form a part of the
Indenture for all purposes, and every holder of Securities heretofore or
hereafter authenticated and delivered under the Indenture shall be bound
thereby.
SECTION 3.02 The Trustee may place an appropriate notation about the
Supplemental Indenture on any Security authenticated after the execution and
delivery of this Supplemental Indenture. The Company may, in its sole
discretion, issue in exchange for all outstanding Securities, and the Trustee
shall then authenticate, new Securities that reflect the Supplemental Indenture.
SECTION 3.03 Except as modified herein, the Indenture is in all respects
confirmed and preserved, and all provisions of the Indenture shall remain in
full force and effect.
SECTION 3.04 This Supplemental Indenture may be executed in any number of
counterparts, and by the 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 instrument.
SECTION 3.05 This Supplemental Indenture shall be governed by and
construed in accordance with the internal laws of the State of New York, without
regard to the conflicts of laws rules thereof.
IN WITNESS WHEREOF, the parties hereto have caused this Supplemental
Indenture to be executed as of the day and year first above written.
CHECKERS DRIVE-IN RESTAURANTS, INC.
By: /s/ XXXXXXX X. XXXXXXX
------------------------------
Xxxxxxx X. Xxxxxxx
Its: Senior Vice President &
Chief Executive Officer
ATTEST:
/s/ XXXX XXXXXX (SEAL)
----------------------------------
Xxxx Xxxxxx
Its: General Counsel and Secretary
CHASE MANHATTAN TRUST COMPANY, N.A.,
AS TRUSTEE
By: /s/ XXXX X. XXXXXXXX
------------------------------
Name: Xxxx X. Xxxxxxxx
Title: Asst. Vice President
ATTEST:
/s/ XXXX X. XXXXXX (SEAL)
----------------------------------
Name: Xxxx X. Xxxxxx
Title: Vice President
