Exhibit 3
TRANSFER AGREEMENT
TRANSFER AGREEMENT, dated as of January 20, 1999, by and among
THE XXXXXXX XXXXX GROUP, L.P., a Delaware Limited Partnership ("GS Group"),
STONE STREET FUND 1998 L.P., a Delaware Limited Partnership ("Stone Street"),
and BRIDGE STREET FUND 1998 L.P., a Delaware limited partnership ("Xxxxxx
Xxxxxx").
WHEREAS, GS Group is hereby selling to Stone Street and Stone
Street is hereby buying from GS Group, for an aggregate purchase price of Four
Million Two Hundred Twenty-Four Thousand Nine Hundred Thirteen Dollars
($4,224,913), 42,249 shares of 5.5% Series A Senior Cumulative Convertible
Exchangeable Preferred Stock, par value $1.00 per share, of Carmike Cinemas,
Inc. (the "Company"); and
WHEREAS, GS Group is hereby selling to Xxxxxx Xxxxxx xxx Xxxxxx
Xxxxxx is hereby buying from GS Group, for an aggregate purchase price of One
Million Two Hundred Seventy-Five Thousand Eighty-Seven Dollars ($1,275,087),
12,751 shares of 5.5% Series A Senior Cumulative Convertible Exchangeable
Preferred Stock, par value $1.00 per share, of the Company.
NOW, THEREFORE, for good and valuable consideration, the receipt
and adequacy of which is hereby acknowledged, the parties hereto agree as
follows:
1. Stone Street hereby purchases 42,249 shares of 5.5% Series A
Senior Cumulative Convertible Exchangeable Preferred Stock, par value $1.00 per
share, of the Company, for an aggregate purchase price of Four Million Two
Hundred Twenty-Four Thousand Nine Hundred Thirteen Dollars ($4,224,913) from GS
Group.
2. Bridge Street hereby purchases 12,751 shares of 5.5% Series A Senior
Cumulative Convertible Exchangeable Preferred Stock, par value $1.00 per share,
of the Company, for an aggregate purchase price of One Million Two Hundred
Seventy-Five Thousand Eighty-Seven Dollars ($1,275,087), from GS Group.
3. GS Group hereby assigns, and each of Stone Street and Bridge
Street hereby assumes, all of the rights and obligations under that certain
Stock Purchase Agreement, dated as of November 22, 1998, by and among the
Company and GS Capital Partners III, L.P. and certain of its affiliates (the
"Stock Purchase Agreement") as if it were a Purchaser (as defined in the Stock
Purchase Agreement) of the 5.5% Series A Senior Cumulative Convertible
Exchangeable Preferred Stock, par value $1.00, of the Company, being transferred
hereby.
4. Each of Stone Street and Bridge Street hereby agrees to be
bound by the terms of that certain Letter Agreement dated as of January 15,
1999, by and among the Company and GS Capital Partners III, L.P., and certain of
its affiliates (the "Letter Agreement"), relating to the maturity date of
Convertible Debt referred to in the Letter Agreement, as if it were an original
party to the Letter Agreement.
IN WITNESS WHEREOF, the parties hereto have caused this Agreement
to be executed and delivered by their respective officers hereunto duly
authorized as of the date first written above.
THE XXXXXXX XXXXX GROUP, L.P.
The Xxxxxxx Sachs Corporation, General Partner
By: /s/ Xxxxxxx X. Xxxxx
---------------------------------
Name: Xxxxxxx X. Xxxxx
Title: Executive Vice President
STONE STREET FUND 1998, L.P.
By: Stone Street Advantage Corp.,
General Partner
By: /s/ Xxxxxxxxx X. Xxxxxxx
---------------------------------
Name: Xxxxxxxxx X. Xxxxxxx
Title: Vice President
XXXXXX XXXXXX XXXX 0000, X.X.
By: Stone Street Advantage Corp.,
Managing General
Partner
By: /s/ Xxxxxxxxx X. Xxxxxxx
--------------------------------
Name: Xxxxxxxxx X. Xxxxxxx
Title: Vice President
The Company hereby acknowledges, consents, and agrees to the
transfers, assignments and assumptions provided for herein, including for
purposes of Section 12.4 of the Stock Purchase Agreement.
CARMIKE CINEMAS, INC.
By: /s/ X. Xxx Champion III
------------------------------
Name: X. Xxx Champion III
Title: Senior Vice President
