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EXHIBIT 4.2
FIRST AMENDMENT TO MASTER LEASE
THIS FIRST AMENDMENT TO MASTER LEASE (this "Amendment") is made as of
the 29th day of September, 1998, among MOVIEPLEX REALTY LEASING, L.L.C., a New
Jersey limited liability company as Landlord ("Landlord"), and CARMIKE CINEMAS,
INC., a Delaware corporation as tenant ("Tenant").
Background:
The Landlord and the Tenant have entered into a certain Master Lease
dated as of November 20, 1997 (the "Master Lease").
The Landlord and the Tenant wish to amend the Master Lease 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 Master Lease.
SECTION 2. Amendments. The Master Lease is hereby amended as follows:
SECTION 2.1. Amendment to Section 1.01. Section 1.01 of the Master
Lease is hereby amended by amending and restating in its entirety the definition
of the term "Credit Agreement" to read as follows:
"Credit Agreement" means the Credit Agreement dated October
17, 1997 among Tenant, each of the banks listed therein and Wachovia
Bank, N.A., as agent, as heretofore amended, modified and supplemented
and as further amended by that certain First Amendment dated as of
September 29, 1998, among Tenant, each of the banks listed therein and
Wachovia Bank, N.A., as agent.
SECTION 2.2. Amendment to Section 1.01. Section 1.01 of the Master
Lease is hereby further amended by adding in appropriate alphabetical order a
new definition of the term "Bridge Loan Agreement" to read as follows:
"Bridge Loan Agreement" means the Loan Agreement dated as of
July 9, 1998 between the Tenant and Wachovia Bank, N.A., providing for
loans by
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THIS AMENDMENT, THE LEASE AND THE LEASED PROPERTY COVERED HEREBY AND THEREBY
HAVE BEEN ASSIGNED TO AND ARE SUBJECT TO A SECURITY INTEREST IN FAVOR OF
WACHOVIA BANK, N.A., AS AGENT (THE "AGENT") UNDER AND TO THE EXTENT SET FORTH IN
MORTGAGES AND ASSIGNMENTS OF RENTS, EACH DATED THE DATE OF THE LEASE, BY
LANDLORD IN FAVOR OF THE AGENT AS SUCH AGREEMENTS MAY BE SUPPLEMENTED, AMENDED,
OR MODIFIED FROM TIME TO TIME IN ACCORDANCE WITH THE PROVISIONS THEREOF. TO THE
EXTENT, IF ANY, THAT THIS AMENDMENT CONSTITUTES CHATTEL PAPER (AS SUCH TERM IS
DEFINED IN THE UNIFORM COMMERCIAL CODE AS IN EFFECT IN ANY APPLICABLE STATE), NO
SECURITY INTEREST IN THIS AMENDMENT MAY BE CREATED THROUGH THE TRANSFER OR
POSSESSION OF ANY COUNTERPART HEREOF OTHER THAN THE ORIGINAL COUNTERPART, WHICH
SHALL BE IDENTIFIED AS THE COUNTERPART CONTAINING THE RECEIPT THEREFOR EXECUTED
BY THE AGENT ON OR IMMEDIATELY FOLLOWING THE SIGNATURE PAGE HEREOF OR THEREOF.
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Wachovia Bank, N.A. to the Tenant from time to time in an aggregate
principal amount not exceeding $50,000,000, as amended, supplemented or
otherwise modified from time to time.
SECTION 2.3. Amendment to Section 2.1(v). Section 2.1(v) of the Master
Lease is hereby amended and restated in its entirety to read as follows:
(v) 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:
Fiscal Quarter Ending Applicable Ratio
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June 30, 1997 4.5 to 1.00
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 2.4 Addition of Section 2.1(hh). A new Section 2.1(hh) is
hereby added to the Master Lease to read in its entirety as follows:
(hh) Limitation on Consolidated Funded Debt. Neither the
Tenant 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
the Credit Agreement, (iii) Consolidated Funded Debt outstanding from
time to time hereunder, (iv) Consolidated Funded Debt (other than loans
or Consolidated Funded Debt described in clauses (i) (ii) or (iii) of
this Section) set forth or reflected on the consolidated balance sheet
of the Tenant and its Restricted Subsidiaries for the Fiscal Quarter
ending September 30, 1998 delivered to the Agent pursuant to Section
2.1(s)(ii), and (v) any extension, renewal or refinancing of
Consolidated Funded Debt described in clauses (ii) or (iii) of this
Section made on terms no less favorable to the Tenant 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.
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SECTION 3. No Other Amendment. Except for the amendments set forth
above, the text of the Master Lease 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 Master Lease and this Amendment shall be construed together as a
single instrument and any reference to the "Lease" or any other defined term for
the Master Lease in the Master Lease, the Indenture, the Reimbursement Agreement
or any certificate, instrument or other document delivered pursuant thereto
shall mean the Master Lease as amended hereby and as it may be amended,
supplemented or otherwise modified hereafter.
SECTION 4. Representations and Warranties. The Tenant hereby represents
and warrants as follows:
(a) No Default or Event of Default under the Master Lease has
occurred and is continuing on the date hereof;
(b) The Tenant 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 Tenant and each of this
Amendment and the Master Lease, as amended hereby constitutes the legal, valid
and binding obligation of the Tenant enforceable against it in accordance with
its terms; provided, that the enforceability of each of this Amendment and the
Master Lease 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 Tenant's
performance hereunder and under the Master Lease 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 Tenant 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 Tenant, or the
provision of any statute, or any judgment, order or indenture, instrument,
agreement or undertaking, to which the Tenant 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 New York with respect to agreements made
and to be performed wholly in the State of New York and shall be construed,
interpreted, performed and enforced in accordance therewith.
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SECTION 7. Effective Date. This Amendment shall become effective as of
the date first set forth above, but only upon satisfaction of the following
conditions precedent:
(a) receipt by the Trustee from the Tenant, the Agent, the
Landlord and each LC Issuer 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 LC Issuer
of the fee provided for in Section 8 of this Amendment; and
(c) receipt by the Agent of fully executed counterparts of (i)
amendments to the agreements pursuant to which the Senior Notes more
particularly identified on Schedule A hereto were issued by the Borrower, (ii)
an amendment to the Credit Agreement and (iii) an amendment and/or waiver to the
Bridge Loan Agreement, such amendments and/or waivers to be in form and
substance satisfactory to the Agent and the Lenders.
SECTION 8. Amendment Fee. On the date first set forth above, the Tenant
shall pay to the Agent for the ratable account of each LC Issuer an amendment
fee equal to the product of such LC Issuer's Letter of Credit (as such term is
defined in the Reimbursement Agreement) 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.
TENANT:
CARMIKE CINEMAS, INC.
By: /s/ [SEAL]
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Title:
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(signatures continued from previous page)
MOVIEPLEX REALTY LEASING, L.L.C.
MOVIEPLEX REALTY LEASING,
L.L.C.
By: XXXXXXXX, XXXXXX & CO.,
INC., Manager
By: /s/
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Name:
Title:
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CONSENTED TO:
WACHOVIA BANK, N.A., as Agent and as a LC
Issuer
By: /s/
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Title:
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SUNTRUST BANK, ATLANTA, as LC Issuer
By: /s/
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Title:
By: /s/
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Title:
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THE BANK OF NEW YORK, as LC Issuer
By: /s/
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Title:
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FIRST UNION NATIONAL BANK, as Trustee under
the Indenture of Trust dated as of November
1, 1997 between Movieplex Realty Leasing,
L.L.C. and First Union National Bank, as
Trustee, relating to the Movieplex Realty
Leasing, L.L.C. Adjustable Rate Tender
Securities (Carmike Cinemas, Inc.) 1997
Series A and B
By: /s/
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Title:
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THE SUMITOMO BANK, LIMITED, CHICAGO BRANCH,
as a Lender under the Reimbursement
Agreement
By: /s/
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Title:
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(signatures continued from previous page)
BANK OF TOKYO--MITSUBISHI, ATLANTA AGENCY,
as a Lender under the Reimbursement
Agreement
By: /s/
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Title:
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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
