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EXHIBIT 10.1
LOAN AGREEMENT
THIS LOAN AGREEMENT (the "Agreement") is entered into as of June 20,
1997 by and among WACHOVIA BANK, N.A., a national banking association and
successor by merger to Wachovia Bank of Georgia, N.A. (the "Bank"); and CARMIKE
CINEMAS, INC., a corporation organized under the laws of the State of Delaware
(the "Borrower").
Recitals.
The Borrower has requested the Bank to make loans (individually a
"Loan" and collectively the "Loans") under a line of credit from time to time
in the maximum principal amount at any one time outstanding of $30,000,000 to
the Borrower and the Bank has agreed to make the Loans on the terms and
conditions set forth below.
NOW THEREFORE, the parties hereto agree as follows:
Section 1. Definitions and Interpretation. (a) The terms as
defined in this Section 1 shall, for all purposes of this Agreement, have the
meanings set forth herein:
"Amended and Restated Credit Agreement" shall mean the Amended
and Restated Credit Agreement dated as of April 23, 1996, among Wachovia Bank
of Georgia, N.A., as Agent, the Borrower, and certain other Banks listed
therein, as it may have been or may hereafter be amended, modified or restated
from time to time.
"Applicable Facility Fee Rate" shall have the meaning set
forth in the Amended and Restated Credit Agreement.
"Applicable Margin" shall mean the Applicable Margin for
Euro-Dollar Loans as set forth in the Amended and Restated Credit Agreement.
"Base Rate" means for any day, the rate per annum equal to the
higher as of such day of (i) the Prime Rate, and (ii) one-half of one percent
above the Federal Funds Rate for such day. For purposes of determining the
Base Rate for any day, changes in the Prime Rate and the Federal Funds Rate
shall be effective on the date of each such change.
"Business Day" means any day except a Saturday, Sunday or
other day on which commercial banks in Georgia are authorized or required by
law to close.
"Commitment" means the Bank's commitment to make the Loans in
the maximum principal amount at any one time outstanding of $30,000,000.
"Default" means any condition or event which constitutes an
Event of Default, or which with the giving of notice or lapse of time or both
would, unless cured or waived, become an Event of Default.
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"Dollars" or "$" means dollars in lawful currency of the
United States of America.
"Euro-Dollar Business Day" means any Business Day on which
dealings in Dollar deposits are carried out in the London interbank market.
"Federal Funds Rate" means, for any day, the rate per annum
(rounded upward, if necessary, to the next higher 1/100th of 1%) equal to the
weighted average of the rates on overnight Federal funds transactions with
members of the Federal Reserve System arranged by Federal funds brokers on such
day, as published by the Federal Reserve Bank of New York on the Business Day
next succeeding such day, provided that (i) if the day for which such rate is
to be determined is not a Business Day, the Federal Funds Rate for such day
shall be such rate on such transactions on the next preceding Business Day as
so published on the next succeeding Business Day, and (ii) if such rate is not
so published for any day, the Federal Funds Rate for such day shall be the
average rate charged to the Bank on such day on such transactions as determined
by the Bank.
"Interest Period" shall mean: (a) with respect to Loans
bearing interest based on the LIBOR Rate, the period commencing on the date
such Loan is made, and ending on the numerically corresponding day in the
first, second or third month thereafter, as Borrower may elect by notice to the
Bank provided that: (i) any Interest Period (subject to clause (iii) below)
which would otherwise end on a day which is not a Euro-Dollar Business Day
shall be extended to the next succeeding Euro-Dollar Business Day, unless such
Euro-Dollar Business Day falls in another calendar month, in which case such
Interest Period shall end on the next preceding Euro-Dollar Business Day; (ii)
any Interest Period which begins on the last Euro-Dollar Business Day of a
calendar month (or on a day for which there is no numerically corresponding day
in the appropriate subsequent calendar month) shall end on the last Euro-Dollar
Business Day of the appropriate subsequent calendar month; and (iii) no
Interest Period may end after the Maturity Date; and (b) with respect to Loans
bearing interest at the Base Rate, the period commencing on the date such Loan
is made and ending on the first day after the date such Loan is made which is
the last day of a fiscal quarter of the Borrower; provided that (i) any
Interest Period (subject to clause (ii) below) which would otherwise end on a
day which is not a Business Day shall be extended to the next succeeding
Business Day; and (ii) no Interest Period may end after the Maturity Date.
"LIBOR" for any Interest Period hereunder shall mean the rate
per annum determined on the basis of the rate for deposits in Dollars of
amounts equal or comparable to the principal amount of the Loans outstanding
during such Interest Period offered for a term comparable to such Interest
Period, which rate appears on the display designated as Page "3750" of the
Telerate Service (or such other page as may replace page 3750 of that service
or such other service or services as may be nominated by the British Bankers
Association for the purpose of displaying London interbank offered rates for
U.S. dollar deposits), determined as of 1:00 p.m. (Atlanta, Georgia time), 2
Euro-Dollar Business Days prior to the first day of such Interest Period.
"LIBOR Rate" applicable to any Interest Period means a rate
per annum equal to
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the quotient obtained (rounded upwards, if necessary, to the next higher 1/100
of 1%) by dividing (a) the applicable LIBOR for such Interest Period by (b)
1.00 minus the LIBOR Reserve Percentage.
"LIBOR Reserve Percentage" means for any day that percentage
(expressed as a decimal) which is in effect on such day, as prescribed by the
Board of Governors of the Federal Reserve System (or any successor) for
determining the maximum reserve requirement for a member bank of the Federal
Reserve System in respect of "Eurocurrency liabilities" (or in respect of any
other category of liabilities which includes deposits by reference to which the
interest rate on the Loans is determined or any category of extensions of
credit or other assets which includes loans by a non-United States office of
the Bank to United States residents). The LIBOR Rate shall be adjusted
automatically on and as of the effective date of any change in the LIBOR
Reserve Percentage.
"Maturity Date" shall mean the earliest to occur of (i)
November 26, 1997, or (ii) termination (for any reason) or increase in amount
of the Commitments as defined in and under the Amended and Restated Credit
Agreement.
"Prime Rate" refers to that interest rate so denominated and
set by the Bank from time to time as an interest rate basis for borrowings.
The Prime Rate is but one of several interest rate bases used by the Bank. The
Bank lends at interest rates above and below the Prime Rate.
(b) All terms of an accounting character used herein
shall be interpreted, all accounting determinations hereunder shall be made,
and all financial statements required to be delivered hereunder shall be
prepared in accordance with generally accepted accounting principles, applied
on a basis consistent with the most recent audited consolidated financial
statements of the Borrower and its consolidated subsidiaries delivered to the
Bank.
(c) Unless otherwise indicated, references in this
Agreement to "Exhibits" and "Sections" are references to exhibits and sections
hereof.
Section 2. Borrowings. When the Borrower desires to borrow a
Loan, a duly authorized representative of the Borrower (as identified or
defined in the resolution of the Borrower's board of directors authorizing the
execution, delivery and performance of this Agreement and the borrowings
hereunder, a copy of which resolutions, certified by a secretary or assistant
secretary of Borrower, shall be furnished to the Bank simultaneously with the
execution of this Agreement) shall notify the Bank in writing or by telephone
(prior to 11:00 a.m. Atlanta, Georgia time on the Business Day of each Loan
which will bear interest at the Base Rate and at least 3 Euro-Dollar Business
Days before each Loan which will bear interest based on the LIBOR Rate), which
notice shall specify the Interest Period applicable thereto, and whether such
Loan will bear interest at the Base Rate or based on the LIBOR Rate and the
Bank may conclusively rely on any such notification which the Bank in good
faith believes to have been made by a duly authorized representative of
Borrower. In such case the Bank is authorized to credit to the account of the
Borrower at the Bank the amount of the Loan as
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specified by the Borrower in such notice (subject to the limitation of the
aggregate principal amount as above stated). During the term of this Agreement
and subject to its terms and conditions the Borrower may borrow, repay, and
reborrow under the line of credit provided herein. All notifications hereunder
to either the Bank or the Borrower shall be given to the address(es) set forth
under the signatures of the parties hereto.
Section 3. Interest; Fees. (a) Each Loan bearing interest at
the Base Rate shall bear interest on the outstanding principal amount thereof,
for each day from the date such Loan is made until it becomes due, at a rate
per annum equal to the Base Rate for such day. Each Loan bearing interest
based upon the LIBOR Rate shall bear interest on the outstanding principal
amount thereof, for the Interest Period applicable thereto, at a rate per annum
equal to the sum of the Applicable Margin plus the LIBOR Rate for such Interest
Period; provided that if any such Loan shall, as a result of the definition of
Interest Period, have an Interest Period of less than one month, such Loan
shall bear interest during such Interest Period at the Base Rate during such
period. Interest on the Loans shall be payable for each Interest Period on the
last day thereof.
(b) The Borrower shall pay to the Bank a facility fee
equal to the product of: (i) the aggregate of the daily average amount of the
Commitment, times (ii) a per annum percentage equal to the Applicable Facility
Fee Rate. The facility fee shall be payable in arrears after each 90 day
period after the date of this Agreement and on the Maturity Date.
(c) All interest and fees due hereunder shall be computed
on the basis of a year of 360 days, and paid for the actual number of days
elapsed, calculated as to each period from and including the first day thereof
to but excluding the last day thereof.
(d) The Borrower shall pay the Bank on the date this
Agreement is executed a closing fee in an amount equal to $45,000.
Section 4. Prepayment. The Borrower may, upon at least 1
Business Day's notice to the Bank, prepay any Loan bearing interest at the Base
Rate. Loans bearing interest based upon the LIBOR Rate shall not be prepaid at
any time, in whole or in part. Any prepayment hereunder must be accompanied by
payment of all accrued, unpaid interest on the amount prepaid and by any other
sums then due to the Bank with respect thereto. In the event that after the
date hereof the Borrower enters into one or more agreements to borrow, or
borrows, money in an aggregate principal amount of $10,000,000 or more
(excluding however any borrowings under the Amended and Restated Credit
Agreement) the Commitment shall immediately be reduced by the amount of such
borrowings or agreements to borrow. To the extent the principal amount of the
Loans outstanding exceeds the Commitment as reduced, the excess amount of such
Loans shall be immediately prepaid together with all accrued interest thereon
and any amounts due under Section 5 hereof.
Section 5. Payments. (a) The Borrower promises to repay the
entire outstanding principal amount of the Loans, and any accrued interest
thereon, upon the expiration of the
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Interest Period applicable to such Loans. All payments under this Agreement
shall be made in Dollars in immediately available funds to the Bank at its
offices at 000 Xxxxxxxxx Xxxxxx, X.X., Xxxxxxx, Xxxxxxx 00000. Any such
payment not received by the Bank by 11:00 a.m. Atlanta, Georgia time and on a
Business Day shall be deemed to be made on the following Business Day;
provided, however, that if any amount hereunder shall first become due and
payable on a day which is not a Business Day, then the time for payment of such
amount shall be the first Business Day thereafter (and interest shall accrue
thereon for such extended period). Notwithstanding any other provision of this
Agreement, if any payment of principal of or interest on the Loans, or any
other sum payable under this Agreement, is not paid on the date when the same
first becomes due and payable, the amount of such overdue principal, interest
or other sum shall, to the extent permitted by law, accrue interest, payable on
demand, from such date until such principal, interest or other sum is paid, at
a rate per annum equal to the sum of (x) the then highest interest rate
(including the Applicable Margin) which may be applicable to any Loans
hereunder (irrespective of whether any such type of Loans are actually
outstanding hereunder), plus (y) two percent (2.0%). If the Borrower is
otherwise entitled under this Agreement to repay any Loans maturing at the end
of an Interest Period applicable thereto with the proceeds of a new Loan, and
the Borrower fails to repay such Loans using its own moneys and fails to give a
notice of a new Loan pursuant to Section 2, a new Loan shall be deemed to be
made on the date such Loans mature in an amount equal to the principal amount
of the Loans so maturing, and such new Loan shall bear interest at the Base
Rate. The Commitment shall terminate on the Maturity Date and any Loans then
outstanding (together with accrued interest thereon) and all other amounts
accruing hereunder shall be due and payable on such date.
The Loans shall be evidenced by a promissory note (the "Note"), in the
form of Exhibit A attached hereto and made a part hereof.
(b) Upon the request of the Bank, the Borrower shall pay
to the Bank such amount or amounts as shall compensate the Bank for any loss,
cost or expense (including, without limitation, funding or hedging costs or
losses) incurred by the Bank as a result of (i) any payment, prepayment or
other early payment (pursuant to Section 9 or otherwise) of any Loans bearing
interest based upon the LIBOR Rate on a date other than the end of the Interest
Period applicable to such Loan; (ii) any failure by the Borrower to borrow a
Loan bearing interest based upon the LIBOR Rate after notice is given under
Section 2, or (iii) any failure by the Borrower to prepay all or a portion of
the Loans on the date for such prepayment specified in the relevant notice of
prepayment hereunder.
Section 6. Representations and Warranties. The Borrower hereby
represents and warrants to the Bank that each of the representations and
warranties set forth in Article IV of the Amended and Restated Credit Agreement
(which provisions and all definitions used therein are incorporated herein by
this reference) are true and correct on the date hereof as if made on the date
hereof, provided that (i) references to "Agent" or "Banks" shall be deemed to
be a reference to the Bank, (ii) references to "Agreement", "Notes" or "Loan
Documents" shall be deemed to be references to this Agreement and the Note,
(iii) the references to specific financial statements in Section 4.04 of the
Amended and Restated Credit Agreement shall be deemed to be references to the
latest quarterly and annual unaudited and audited financial statements
delivered to the Bank prior
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to the date of this Agreement, and (iv) references to "Effective Date" shall be
deemed to be references to the date of this Agreement. The modification of the
references in the Sections incorporated herein shall also apply to any
definitions of capitalized terms used in such Sections or in any definition of
capitalized terms used in definitions of capitalized terms in such Sections.
Section 7. Conditions to Borrowings. The obligation of the
Bank to make any Loan is subject to the satisfaction of the following
conditions:
(a) receipt by the Bank of notice as required by Section 2;
(b) the fact that, immediately before and after such Loan is
made, no Default shall have occurred and be continuing;
(c) the fact that the representations and warranties of the
Borrower incorporated by reference in Section 6 of this Agreement
shall be true on and as of the date of such Loan; and
(d) the fact that, immediately after such Loan is made the
aggregate outstanding principal amount of the Loans of the Bank will
not exceed the amount of the Commitment.
Each Loan hereunder shall be deemed to be a representation and warranty by the
Borrower on the date of such Loan as to the truth and accuracy of the facts
specified in clauses (b), (c) and (d) of this Section: provided that (i) such
Loan shall not be deemed to be such a representation and warranty as to the
truth and accuracy of the fact specified in clause (c) of this Section, if the
aggregate outstanding principal amount of the Loans immediately after such Loan
is made will not exceed the aggregate outstanding principal amount thereof
immediately before such Loan is made, (ii) if the aggregate outstanding
principal amount of the Loans immediately after such Loan is made will not
exceed the aggregate outstanding principal amount thereof immediately before
such Loan is made, then (A) such Loan shall be deemed to be a representation
and warranty as to the truth and accuracy of the fact specified in clause (b)
of this Section determined as if the term "Default" appearing in such clause
(b) were instead the term "Event of Default" and (B) the representation
contained in the last sentence of Section 4.12 of the Amended and Restated
Credit Agreement shall when remade pursuant to this Section in connection with
such Loan be deemed to exclude the words "Default or", (iii) the
representation contained in the first sentence of Section 4.12 of the Amended
and Restated Credit Agreement shall when remade pursuant to this Section in
connection with such Loan be deemed to refer to "Restricted Subsidiaries"
instead of "Subsidiaries", (iv) any representation and warranty contained in
Article IV of the Amended and Restated Credit Agreement which by its terms is
made as to matters as of a specified date shall when remade pursuant to this
Section in connection with such Borrowing be deemed to be made as to matters as
of such specified date and not any later date, and (v) the representation
contained in Section 4.04(b) of the Amended and Restated Credit Agreement shall
when remade pursuant to this Section in connection with such Loan be deemed to
refer to the last day of the fiscal quarter of the Borrower most recently ended
prior to the date of such Loan as to which the Borrower shall have delivered
financial statements to the Bank pursuant to Section 5.01 of the Amended and
Restated Credit Agreement.
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Section 8. Increased Costs; Illegality. (a) If, after the date
hereof, the overall introduction of, change in, or change in the interpretation
or application of, any law, regulation, rule, or the compliance by the Bank
with any directive or request from any United States (including subdivisions)
or foreign governmental or regulatory authority or central bank (whether or not
having the force of law) imposes, deems applicable or modifies any requirement
applicable to the Bank or any of its property or operations (including, without
limitation, a requirement to make any deduction or withholding from any sum
paid or payable by the Borrower hereunder or which affects the Bank s capital
adequacy or the allocation of capital resources to its obligations, or any
imposition of changes in reserve requirements, excise taxes, non-United States
income taxes or monetary restraints) and, as a result, the cost to the Bank of
making or maintaining amounts available under this Agreement is increased, or
the Bank's return under this Agreement or on all or any of its capital is
reduced, or the Bank is, in its sole opinion, unable to obtain the rate of
return on all or any of its capital that it would have been able to achieve but
for its obligations hereunder and/or their performance, or any sum received or
receivable by the Bank under this Agreement is directly or indirectly reduced,
or the Bank directly or indirectly makes any payment or forgoes any interest or
other return on or calculated by reference to the amount of any sum received or
receivable by it under this Agreement, then the Bank shall promptly notify the
Borrower of such occurrence and the Borrower shall pay to the Bank on demand
such additional amounts which will, in the sole opinion of the Bank, compensate
the Bank for the effects of any such introduction or change (provided the
foregoing shall not include a tax imposed on the overall net income of the Bank
by the jurisdiction, including subdivisions, in which the Bank has its
principal office). A certificate of the Bank specifying the amount of
compensation payable by the Borrower pursuant to this Section 8 shall, in the
absence of manifest error, be conclusive.
(b) If the Bank shall determine that (i) it may not
lawfully continue to maintain and fund the Loans bearing interest at the LIBOR
Rate to maturity and shall so specify in a written notice to the Borrower, or
(ii) deposits in Dollars (in the applicable amounts) are not being offered in
the London Interbank market or that the LIBOR as determined by the Bank will
not adequately and fairly reflect the cost to the Bank of funding and
maintaining the Loans bearing interest at the LIBOR Rate and shall so specify
in a written notice to the Borrower, the Borrower shall immediately prepay in
full the then outstanding principal amount of the Loans bearing interest at the
LIBOR Rate, together with accrued interest thereon and any penalty arising from
such prepayment.
Section 9. Events of Default. Upon the occurrence of any of the
following specified events of default (each an "Event of Default"):
(a) the Borrower shall fail to pay when due any amount
payable hereunder or under the Note; or
(b) the Borrower shall fail to observe or perform any
covenant in this Agreement (other than those covered by clause (a) above) for
thirty days after the earlier of (i) the first day on which a Responsible
Officer (as defined in the Amended and Restated Credit Agreement) has knowledge
of such failure or (ii) written notice thereof has been given to the Borrower
by the Bank;
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or
(c) any representation, warranty, certification or
statement incorporated by reference in Section 6 or in any certificate,
financial statement or other document delivered pursuant to this Agreement
shall prove to have been incorrect in any material respect when made (or deemed
made); or
(d) an Event of Default under Section 6.01 of the Credit
Agreement shall occur and be continuing;
then, at the option of the Bank (but automatically in the case of any Event of
Default specified in the immediately preceding clause (d) which results from
the occurrence of an Event of Default specified in Section 6.01(g) or (h) of
the Amended and Restated Credit Agreement as incorporated herein), the
Commitment shall terminate and all amounts due under this Agreement and the
aggregate outstanding principal balance of, and all accrued, unpaid interest
on, the Loans shall become forthwith due and payable in full, without protest,
presentment, notice or demand, all of which are expressly waived by the
Borrower.
Section 10. Remedies, Other Matters.
(a) No failure or delay on the part of the Bank in
exercising any right, power or privilege hereunder shall operate as a waiver
thereof, nor shall any single or partial exercise of any right, power or
privilege hereunder preclude any other or future exercise thereof or the
exercise of any other right, power or privilege. The rights and remedies
herein expressly provided are cumulative and are not inclusive of any rights or
remedies which the Bank or any subsequent holder(s) of the Note would otherwise
have.
(b) Upon the occurrence of a default hereunder, the Bank
is hereby authorized at any time or from time to time, without notice to the
Borrower, any such notification being expressly waived, to set-off and to
appropriate and to apply any and all deposits (general or special) and any
other indebtedness at any time held or owing by the Bank to or for the credit
or the account of the Borrower against and on account of any indebtedness of
the Borrower to the Bank hereunder.
(c) The descriptive headings of the several sections and
subsections of the Agreement are inserted for convenience only and shall not be
deemed to affect the meaning or construction of any provisions hereof.
(d) This Agreement or any provision hereof or document
referred to herein may be changed, waived, discharged or terminated only by an
instrument in writing signed by the party against whom enforcement of the
change, waiver, discharge or termination is sought.
(e) This Agreement will be binding upon and inure to the
benefit of and be enforceable by the parties hereto and their respective
successors and assigns, and, in particular,
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will inure to the benefit of the holders from time to time of the Note;
provided, however, that the Borrower may not assign or transfer its rights or
obligations hereunder without the prior written consent of the Bank. The Bank
shall have the right to sell participations in its interest hereunder or to
assign its interest hereunder. The Borrower agrees that any participant shall
be entitled to the benefits of Section 8 based on the circumstance of such
participant.
(f) This Agreement may be executed in any number of
counterparts, each of which when so executed and delivered shall be an
original, but all of which together constitute one and the same instrument.
(g) The Borrower agrees to indemnify, hold harmless and
defend the Bank against any claim, demand, action, suit, loss or liability
arising in any manner from any breach, inaction or omission of the Borrower, or
any of their officers, directors, employees, agents or affiliates, relating to
or otherwise in connection with this Agreement or the Note. The provisions of
this Section 10(g), and of Sections 8, 5(b) and 5(c), and shall survive the
repayment of the Loans and the termination of this Agreement.
(h) THIS AGREEMENT CONSTITUTES THE FINAL AGREEMENT
BETWEEN THE PARTIES AND MAY NOT BE CONTRADICTED BY EVIDENCE OF PRIOR,
CONTEMPORANEOUS, OR SUBSEQUENT ORAL AGREEMENTS OF THE PARTIES. THERE ARE NO
UNWRITTEN ORAL AGREEMENTS OF THE PARTIES.
(i) THIS AGREEMENT SHALL BE DELIVERED TO THE BANK IN
ATLANTA, GEORGIA (THE PLACE OF PERFORMANCE HEREUNDER), AND SHALL BE GOVERNED BY
AND CONSTRUED IN ACCORDANCE WITH THE INTERNAL LAW OF THE STATE OF GEORGIA. The
Borrower hereby expressly and irrevocably agrees to the exercise of personal
jurisdiction over it in any federal or state court of appropriate subject
matter jurisdiction in Atlanta, Georgia, in any suit or action to enforce
payment or performance or otherwise arising hereunder or under the Note. The
Borrower hereby irrevocably waives, to the fullest extent that it may
effectively do so, the defense of an inconvenient forum to the maintenance of
such action or proceeding.
(j) Service of any and all process that may be served on
any party hereto in any suit, action or proceeding arising out of this
Agreement may be made to the address set forth below such party's signature
hereto and service properly made by first class mail, return receipt requested,
or delivered to such address shall be taken and held to be valid personal
service upon such party by any party hereto on whose behalf such service is
made.
(k) If a Default occurs, the Borrower agrees to reimburse
the Bank for all expenses incurred by the Bank, including fees and
disbursements of counsel, in connection with such Default and collection and
other enforcement proceedings resulting therefrom, including expenses incurred
in enforcing this Agreement and the Note.
(l) The Borrower shall indemnify the Bank against any
transfer taxes,
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documentary taxes, assessments or charges made by any governmental authority by
reason of the execution and delivery of this Agreement or the Note.
IN WITNESS WHEREOF, each of the parties hereto has caused this
Agreement to be executed under seal by its duly authorized officer as of the
date first set forth above.
BORROWER:
CARMIKE CINEMAS, INC.
By: /s/ (SEAL)
--------------------------
Name:
Title: Vice President
Address:
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WACHOVIA BANK, N.A.
By: (SEAL)
--------------------------
Name:
Title:
Address:
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EXHIBIT A
NOTE
$30,000,000 Atlanta, Georgia
June 20, 1997
For value received, CARMIKE CINEMAS, INC., a Delaware
corporation (the "Borrower"), promises to pay to the order of WACHOVIA BANK,
N.A., a national banking association (the "Bank"), the principal sum of Thirty
Million and No/100 Dollars ($30,000,000), or such lesser amount as shall equal
the unpaid principal amount of each Loan made by the Bank to the Borrower
pursuant to the Loan Agreement referred to below, on the dates and in the
amounts provided in the Loan Agreement. The Borrower promises to pay interest
on the unpaid principal amount of this Note on the dates and at the rate or
rates provided for in the Loan Agreement. Interest on any overdue principal of
and, to the extent permitted by law, overdue interest on the principal amount
hereof shall bear interest at the rate provided for in the Loan Agreement. All
such payments of principal and interest shall be made in lawful money of the
United States in Federal or other immediately available funds at the office of
Wachovia Bank, N.A., 000 Xxxxxxxxx Xxxxxx, X.X., Xxxxxxx, Xxxxxxx 00000, or
such other address as may be specified from time to time by the Bank.
All Loans made by the Bank, the respective maturities thereof,
the interest rates from time to time applicable thereto and all repayments of
the principal thereof shall be recorded by the Bank and, prior to any transfer
hereof, endorsed by the Bank on the schedule attached hereto, or on a
continuation of such schedule attached to and made a part hereof; provided that
the failure of the Bank to make, or any error of the Bank in making, any such
recordation or endorsement shall not affect the obligations of the Borrower
hereunder or under the Loan Agreement.
This Note is the Note referred to in the Loan Agreement dated
as of June 20, 1997 between the Borrower and the Bank (as the same may be
amended or modified from time to time, the "Loan Agreement"). Terms defined in
the Loan Agreement are used herein with the same meanings. Reference is made
to the Loan Agreement for provisions for the prepayment and the repayment
hereof and the acceleration of the maturity hereof.
The Borrower hereby waives presentment, demand, protest,
notice of demand, protest and nonpayment and any other notice required by law
relative hereto, except to the extent as otherwise may be expressly provided
for in the Loan Agreement.
The Borrower agrees, in the event that this note or any
portion hereof is collected by law or through an attorney at law, to pay all
reasonable costs of collection, including, without limitation, reasonable
attorneys' fees.
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IN WITNESS WHEREOF, the Borrower has caused this Note to be
duly executed under seal, by its duly authorized officer as of the day and year
first above written.
CARMIKE CINEMAS, INC.
By: /s/ (SEAL)
--------------------------
Title: Vice President
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Note (cont'd)
LOANS AND PAYMENTS OF PRINCIPAL
Type Amount Amount of
of Interest of Principal Maturity Notation
Date Interest(1) Rate Loan Repaid Date Made By
---- ---------- ---- ---- ------ ---- -------
____________________________________________________________________________________________________
____________________________________________________________________________________________________
____________________________________________________________________________________________________
____________________________________________________________________________________________________
____________________________________________________________________________________________________
____________________________________________________________________________________________________
____________________________________________________________________________________________________
____________________________________________________________________________________________________
____________________________________________________________________________________________________
____________________________________________________________________________________________________
____________________________________________________________________________________________________
____________________________________________________________________________________________________
____________________________________________________________________________________________________
____________________________________________________________________________________________________
____________________________________________________________________________________________________
__________________________________
(1) i.e. Base Rate or LIBOR Rate.
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