SUPPLEMENTAL INDENTURE
Exhibit 4.1
SUPPLEMENTAL INDENTURE
SUPPLEMENTAL INDENTURE (this “Supplemental Indenture”), dated as of September 12, 2014 among each of the parties set forth on Schedule I hereto (each, a “Guaranteeing Subsidiary” and, collectively, the “Guaranteeing Subsidiaries”), each of which is a subsidiary of Carmike Cinemas, Inc. (or its permitted successor), a Delaware corporation (the “Company”), the Company, the other Guarantors (as defined in the Indenture and First Supplemental Indenture referred to herein) and Wells Fargo Bank, National Association, as trustee under the Indenture referred to below (the “Trustee”).
W I T N E S S E T H
WHEREAS, the Company and the Guarantors have heretofore executed and delivered to the Trustee an indenture (the “Indenture”), dated as of April 27, 2012, providing for the issuance of 7.375% Senior Secured Notes due 2019 (the “Notes”);
WHEREAS, the Indenture provides that under certain circumstances the Guaranteeing Subsidiaries shall execute and deliver to the Trustee a supplemental indenture pursuant to which each Guaranteeing Subsidiary shall unconditionally guarantee all of the Company’s Obligations under the Notes and the Indenture on the terms and conditions set forth herein (the “Note Guarantee”);
WHEREAS, this Supplemental Indenture has not resulted in a material modification of the Notes for Foreign Account Tax Compliance Act (FATCA) purposes; and
WHEREAS, pursuant to Section 9.01 of the Indenture, the Trustee is authorized to execute and deliver this Supplemental Indenture.
NOW, THEREFORE, in consideration of the foregoing and for other good and valuable consideration, the receipt of which is hereby acknowledged, the Guaranteeing Subsidiaries and the Trustee mutually covenant and agree for the equal and ratable benefit of the Holders of the Notes as follows:
1. CAPITALIZED TERMS. Capitalized terms used herein without definition shall have the meanings assigned to them in the Indenture.
2. AGREEMENT TO GUARANTEE. Each Guaranteeing Subsidiary hereby agrees to provide an unconditional Guarantee on the terms and subject to the conditions set forth in the Note Guarantee and in the Indenture including but not limited to Article 11 thereof.
4. NO RECOURSE AGAINST OTHERS. No director, officer, employee, incorporator or stockholder of the Company or any Guarantor, as such, will have any liability for any obligations of the Company or the Guarantors under the Notes, this Indenture, the Note Guarantees, the security documents or for any claim based on, in respect of, or by reason of, such obligations or their creation. Each Holder of Notes by accepting a Note waives and releases all such liability. The waiver and release are part of the consideration for issuance of the Notes. The waiver may not be effective to waive liabilities under the federal securities laws.
5. NEW YORK LAW TO GOVERN. THE INTERNAL LAW OF THE STATE OF NEW YORK SHALL GOVERN AND BE USED TO CONSTRUE THIS SUPPLEMENTAL INDENTURE WITHOUT GIVING EFFECT TO APPLICABLE PRINCIPLES OF CONFLICTS OF LAW TO THE EXTENT THAT THE APPLICATION OF THE LAWS OF ANOTHER JURISDICTION WOULD BE REQUIRED THEREBY.
6. COUNTERPARTS. The parties may sign any number of copies of this Supplemental Indenture. Each signed copy shall be an original, but all of them together represent the same agreement.
7. EFFECT OF HEADINGS. The Section headings herein are for convenience only and shall not affect the construction hereof.
8. THE TRUSTEE. The Trustee shall not be responsible in any manner whatsoever for or in respect of the validity or sufficiency of this Supplemental Indenture or for or in respect of the recitals contained herein, all of which recitals are made solely by the Guaranteeing Subsidiaries and the Company.
IN WITNESS WHEREOF, the parties hereto have caused this Supplemental Indenture to be duly executed and attested, all as of the date first above written.
Dated: September 12, 2014
| GUARANTEEING SUBSIDIARIES:
DIGITAL CINEMA DESTINATIONS CORP. a Delaware corporation | ||
| By: | /s/ Daniel E. Ellis | |
| Name: Daniel E. Ellis | ||
| Title: President | ||
| DC APPLE VALLEY CINEMA, LLC DC BLOOMFIELD CINEMA, LLC DC CHURCHVILLE CINEMA, LLC DC CINEMA CENTERS, LLC DC CRANFORD CINEMA, LLC DC LISBON CINEMA, LLC DC MECHANICSBURG CINEMA, LLC DC MISSION MARKETPLACE CINEMA, LLC DC NEW SMYRNA BEACH CINEMA, LLC DC POWAY CINEMA, LLC DC RIVER VILLAGE CINEMA, LLC DC SOLON CINEMA, LLC DC SPARTA CINEMA, LLC DC SURPRISE CINEMA, LLC DC TEMECULA CINEMA, LLC DC TORRINGTON CINEMA, LLC DC WESTFIELD CINEMA, LLC START MEDIA/DIGIPLEX, LLC each a Delaware limited liability company | ||
| By: | /s/ Daniel E. Ellis | |
| Name: Daniel E. Ellis | ||
| Title: Manager | ||
| COMPANY:
CARMIKE CINEMAS, INC. | ||
| By: | /s/ Daniel E. Ellis | |
| Name: Daniel E. Ellis | ||
| Title: Senior Vice President, General Counsel and Corporate Secretary | ||
| OTHER GUARANTORS:
EASTWYNN THEATRES, INC. GEORGE G. KERASOTES CORPORATION GKC INDIANA THEATRES, INC. GKC MICHIGAN THEATRES, INC. GKC THEATRES, INC. MILITARY SERVICES, INC. | ||
| By: | /s/ Daniel E. Ellis | |
| Name: Daniel E. Ellis | ||
| Title: Senior Vice President, General Counsel and Secretary | ||
| CARMIKE GIFTCO, INC. | ||
| By: | /s/ Greg Wiggins | |
| Name: Greg Wiggins | ||
| Title: President and Chief Executive Officer | ||
| CARMIKE REVIEWS HOLDINGS, LLC CARMIKE MOTION PICTURES BIRMINGHAM, LLC CARMIKE MOTION PICTURES BIRMINGHAM II, LLC CARMIKE MOTION PICTURES BIRMINGHAM III, LLC CARMIKE MOTION PICTURES CHATTANOOGA, LLC CARMIKE MOTION PICTURES DAPHNE, LLC CARMIKE MOTION PICTURES PENSACOLA, LLC CARMIKE MOTION PICTURES PENSACOLA II, LLC CARMIKE MOTION PICTURES INDIANAPOLIS, LLC CARMIKE MOTION PICTURES HUNTSVILLE, LLC CARMIKE MOTION PICTURES FT. WAYNE, LLC CARMIKE MOTION PICTURES MELBOURNE, LLC CARMIKE MOTION PICTURES PEORIA, LLC CARMIKE MOTION PICTURES PORT ST. LUCIE, LLC CARMIKE MOTION PICTURES ORANGE BEACH, LLC CARMIKE MOTION PICTURES ALLENTOWN, LLC CARMIKE HOUSTON LP, LLC CARMIKE HOUSTON GP, LLC CARMIKE MOTION PICTURES HOUSTON, LP By: CARMIKE Houston GP, LLC, its General Partner | ||
| By: | /s/ Daniel E. Ellis | |
| Name: Daniel E. Ellis | ||
| Title: Senior Vice President, General Counsel and Secretary | ||
| TRUSTEE:
WELLS FARGO BANK, NATIONAL ASSOCIATION, as Trustee | ||
| By: | /s/ Stefan Victory | |
| Name: Stefan Victory | ||
| Title: Vice President | ||
SCHEDULE I
Digital Cinema Destinations Corp., a Delaware corporation
Start Media/Digiplex, LLC, a Delaware limited liability company
DC Apple Valley Cinema, LLC, a Delaware limited liability company
DC Bloomfield Cinema, LLC, a Delaware limited liability company
DC Churchville Cinema, LLC, a Delaware limited liability company
DC Cinema Centers, LLC, a Delaware limited liability company
DC Cranford Cinema, LLC, a Delaware limited liability company
DC Lisbon Cinema, LLC, a Delaware limited liability company
DC Mechanicsburg Cinema, LLC, a Delaware limited liability company
DC Mission Marketplace Cinema, LLC, a Delaware limited liability company
DC New Smyrna Beach Cinema, LLC, a Delaware limited liability company
DC Poway Cinema, LLC, a Delaware limited liability company
DC River Village Cinema, LLC, a Delaware limited liability company
DC Solon Cinema, LLC, a Delaware limited liability company
DC Sparta Cinema, LLC, a Delaware limited liability company
DC Surprise Cinema, LLC, a Delaware limited liability company
DC Temecula Cinema, LLC, a Delaware limited liability company
DC Torrington Cinema, LLC, a Delaware limited liability company
DC Westfield Cinema, LLC, a Delaware limited liability company
