SUPPLEMENTAL INDENTURE
Exhibit 4.5
SUPPLEMENTAL INDENTURE
SUPPLEMENTAL INDENTURE (this Supplemental Indenture), dated as of December 11, 2012 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 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 Companys Obligations under the Notes and the Indenture on the terms and conditions set forth herein (the Note Guarantee); 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: December 11, 2012 | GUARANTEEING SUBSIDIARIES: | |||||
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 | |||||
COMPANY: | ||||||
CARMIKE CINEMAS, INC. | ||||||
By: | /s/ Daniel E. Ellis | |||||
Name: | Daniel E. Ellis | |||||
Title: | Senior Vice President, General Counsel and Corporate Secretary |
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 | |||||
TRUSTEE: | ||||||
WELLS FARGO BANK, NATIONAL ASSOCIATION, as Trustee | ||||||
By: | /s/ Stefan Victory | |||||
Name: | Stefan Victory | |||||
Title: | Vice President |
SCHEDULE I
Carmike Reviews Holdings, LLC, a Delaware limited liability company
Carmike Motion Pictures Birmingham, LLC, a Delaware limited liability company
Carmike Motion Pictures Birmingham II, LLC, a Delaware limited liability company
Carmike Motion Pictures Birmingham III, LLC, a Delaware limited liability company
Carmike Motion Pictures Chattanooga, LLC, a Delaware limited liability company
Carmike Motion Pictures Daphne, LLC, a Delaware limited liability company
Carmike Motion Pictures Pensacola, LLC, a Delaware limited liability company
Carmike Motion Pictures Pensacola II, LLC, a Delaware limited liability company
Carmike Motion Pictures Indianapolis, LLC, a Delaware limited liability company
Carmike Motion Pictures Huntsville, LLC, a Delaware limited liability company
Carmike Motion Pictures Ft. Wayne, LLC, a Delaware limited liability company
Carmike Motion Pictures Melbourne, LLC, a Delaware limited liability company
Carmike Motion Pictures Peoria, LLC, a Delaware limited liability company
Carmike Motion Pictures Port St. Lucie, LLC, a Delaware limited liability company
Carmike Motion Pictures Orange Beach, LLC, a Delaware limited liability company
Carmike Motion Pictures Allentown, LLC, a Delaware limited liability company
Carmike Houston LP, LLC, a Delaware limited liability company
Carmike Houston GP, LLC, a Delaware limited liability company
Carmike Motion Pictures Houston, LP, a Delaware limited partnership