10-Q

SECURITIES AND EXCHANGE COMMISSION
WASHINGTON, DC 20549

FORM 10-Q

(Mark One)
[X]	QUARTERLY REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934.
For the quarterly period ended September 30, 2003
	OR
[   ]	TRANSITION REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934
For the transition period from               to

Commission file number 000-14993

CARMIKE CINEMAS, INC.
(Exact name of registrant as specified in its charter)

DELAWARE (State or other jurisdiction of incorporation or organization)	58-1469127 (I.R.S. Employer Identification No.)
1301 First Avenue, Columbus, Georgia (Address of Principal Executive Offices)	31901-2109 (Zip Code)

(706) 576-3400
(Registrant’s telephone number, including area code)

Not Applicable
(Former Name, Former Address and Former Fiscal Year, if Changed Since Last Report)

Indicate by check mark whether the registrant: (1) has filed all reports required to be filed by Section 13 or 15(d) of the Securities Exchange Act of 1934 during the preceding 12 months (or for such shorter period that the registrant was required to file such reports), and (2) has been subject to such filing requirements for the past 90 days.   Yes þ  No o

Indicate by check mark whether the registrant is an accelerated filer (as defined in Exchange Act Rule 12b-2).   Yes o  No þ

Indicate by check mark whether the registrant has filed all documents and reports required to be filed by Section 12, 13 or 15(d) of the Securities Exchange Act of 1934 subsequent to the distribution of securities under a plan confirmed by a court.   Yes þ  No o

Indicate the number of shares outstanding of the issuer’s common stock, as of the latest practicable date.

Common Stock, $.03 par value — 9,088,512 shares outstanding as of November 7, 2003

PART I

ITEM 1.   FINANCIAL STATEMENTS

CONSOLIDATED BALANCE SHEETS
CARMIKE CINEMAS, INC. and SUBSIDIARIES
(in thousands, except for share data)

			September 30,		December 31,
			2003		2002
Assets			(unaudited)
Current assets:
	Cash and cash equivalents		$	32,475	$	53,491
	Accounts and notes receivable			3,053		1,574
	Inventories			1,942		3,171
	Recoverable construction allowances			4,300		8,742
	Prepaid expenses			9,475		9,367
		Total current assets		51,245		76,345
Other assets:
	Investment in and advances to partnerships			6,567		6,542
	Other			21,493		12,181
				28,060		18,723
Property and equipment, net of accumulated depreciation				423,281		438,305
Goodwill, net of accumulated amortization				23,354		23,354
Total assets			$	525,940	$	556,727

See accompanying notes

2

			September 30, 2003			December 31, 2002
Liabilities and Shareholders' Equity			(unaudited)
Current liabilities:
	Accounts payable		$	15,650		$	31,946
	Accrued expenses			38,206			45,820
	Current maturities of long-term debt, capital lease obligations and long-term trade payables			33,903			27,051
		Total current liabilities		87,759			104,817
Long-term liabilities:
	Long-term debt, less $28,302 and $26,080 in current maturities as of September 30, 2003 and December 31, 2002, respectively			309,137			339,044
	Capital lease obligations, less current maturities of $1,157 and $972 as of September 30, 2003 and December 31, 2002, respectively			51,726			52,673
	Long-term trade payables, less current maturities			8,723			7,693
	Deferred income taxes			1,927			1,927
				371,513			401,337
Liabilities subject to compromise				22,489			37,367
Shareholders’ Equity
	Preferred Stock, $1.00 par value, authorized 1,000,000 shares, none outstanding as of September 30, 2003 and December 31, 2002, respectively			—			—
	Common Stock, $0.03 par value, authorized 20,000,000 shares, issued and outstanding 9,088,512 and 8,991,262 shares as of September 30, 2003 and December 31, 2002, respectively			273			270
Paid-in capital				212,181			208,252
Retained deficit				(168,275	)		(195,316	)
				44,179			13,206
Total liabilities and shareholders’ equity			$	525,940		$	556,727

See accompanying notes

3

CONSOLIDATED STATEMENTS OF OPERATIONS (UNAUDITED)
CARMIKE CINEMAS, INC. and SUBSIDIARIES
(in thousands, except per share data)

		Three Months Ended						Nine Months Ended
		September 30,						September 30,
		2003			2002			2003			2002
Revenues
	Admissions	$	86,539		$	82,844		$	242,763		$	253,262
	Concessions and miscellaneous		41,688			40,495			119,118			123,802
			128,227			123,339			361,881			377,064
Costs and Expenses
	Film exhibition costs		46,652			44,748			128,665			137,529
	Concession costs		4,605			3,898			13,613			14,689
	Other theatre operating costs		46,809			43,351			136,016			135,365
	General and administrative expenses		3,862			4,052			10,697			9,585
	Depreciation and amortization expenses		7,711			8,233			23,134			24,374
	Gain on real estate sales		(1	)		(134	)		(2,503	)		(340	)
			109,638			104,148			309,622			321,202
	Operating income		18,589			19,191			52,259			55,862
Other Income and Expenses
	Interest expense (Contractual interest for the three months and nine months ended September 30, 2003 and 2002 was $9,804 and $12,815 and $30,616 and $38,429, respectively)		9,678			11,097			29,141			93,869
Income (loss) before reorganization costs and income taxes			8,911			8,094			23,118			(38,007	)
	Reorganization costs		(115	)		22			(3,923	)		15,057
Income (loss) before income taxes			9,026			8,072			27,041			(53,064	)
	Income tax (benefit)		—			—			—			(14,700	)
Net income (loss) available for common stock		$	9,026		$	8,072		$	27,041		$	(38,364	)
Weighted average shares outstanding:
	Basic		8,991			8,991			8,991			9,342
	Diluted		9,397			9,080			9,331			9,342
Net income (loss) per common share:
	Basic	$	1.00		$	0.90		$	3.01		$	(4.11	)
	Diluted	$	0.96		$	0.89		$	2.90		$	(4.11	)

See accompanying notes

4

CONSOLIDATED STATEMENTS OF CASH FLOWS (UNAUDITED)
CARMIKE CINEMAS, INC. and SUBSIDIARIES
(in thousands)

		Nine Months Ended
		September 30,
		2003			2002
Operating Activities
Net income (loss)		$	27,041		$	(38,364	)
Adjustments to reconcile net income (loss) to net cash provided by (used in) operating activities:
	Depreciation and amortization		23,134			24,374
	Reorganization items		(10,210	)		5,888
	Non-cash compensation		3,932			2,524
	Gain on real estate sales		(2,503	)		(340	)
Changes in operating assets and liabilities:
	Accounts and notes receivable and inventories		(275	)		536
	Prepaid expenses		(1,532	)		11,788
	Accounts payable		(16,296	)		(6,369	)
	Accrued expenses and other liabilities		(10,980	)		(7,482	)
Net cash provided by (used in) operating activities			12,311			(7,055	)
Investing Activities
Purchases of property and equipment			(10,161	)		(3,660	)
Proceeds from sales of property and equipment			5,136			3,104
Net cash used in investing activities			(5,025	)		(556	)
Financing Activities
Debt:
	Additional borrowings		—			21,705
	Repayments		(24,002	)		(54,906	)
Recoverable construction allowances under capital leases			(4,300	)		1,975
Net cash used in financing activities			(28,302	)		(31,226	)
Decrease in cash and cash equivalents			(21,016	)		(38,837	)
Cash and cash equivalents at beginning of period			53,491			94,187
Cash and cash equivalents at end of period		$	32,475		$	55,350

See accompanying notes

5

NOTES TO CONSOLIDATED FINANCIAL STATEMENTS (UNAUDITED)
CARMIKE CINEMAS, INC. and SUBSIDIARIES
For the Nine Months Ended September 30, 2003 and 2002

NOTE 1 — BASIS OF PRESENTATION AND CRITICAL ACCOUNTING POLICIES

On August 8, 2000, Carmike Cinemas, Inc. (“Carmike”) and its subsidiaries, Eastwynn Theatres, Inc., Wooden Nickel Pub, Inc. and Military Services, Inc. (collectively “the Company”) filed voluntary petitions for relief under Chapter 11 (the “Chapter 11 Cases”) of the United States Bankruptcy Code. In connection with the Chapter 11 Cases, the Company was required to report in accordance with Statement of Position 90-7, Financial Reporting by Entities in Reorganization under the Bankruptcy Code (“SOP 90-7”). SOP 90-7 requires, among other things, (1) pre-petition liabilities that are subject to compromise be segregated in the Company’s consolidated balance sheet as liabilities subject to compromise and (2) the identification of all transactions and events that are directly associated with the reorganization of the Company in the Consolidated Statements of Operations.

On January 4, 2002, the United States Bankruptcy Court for the District of Delaware entered an order confirming the Company’s Amended Joint Plan of Reorganization Under Chapter 11 of the Bankruptcy Code, dated as of November 14, 2001 (the “Plan”). The Plan became effective on January 31, 2002 (the “Reorganization Date”).

Further, the Company’s accompanying unaudited condensed consolidated financial statements have been prepared in accordance with generally accepted accounting principles for interim financial information. Accordingly, they do not include all of the information and footnotes required by generally accepted accounting principles for complete financial statements. In the opinion of management, all adjustments (consisting of normal recurring accruals and bankruptcy related items) considered necessary for a fair presentation have been included. Operating results for the nine month period ended September 30, 2003 are not necessarily indicative of the results that may be expected for the year ending December 31, 2003. For further information, refer to the consolidated financial statements and footnotes included in Carmike’s Annual Report on Form 10-K for the year ended December 31, 2002.

The Company has identified several critical accounting policies which can be reviewed in detail in Note 1 of the Company’s Annual Report on Form 10-K for the year ended December 31, 2002.

The Company accounts for its stock-based compensation plans under Accounting Principles Board Opinion No. 25, Accounting for Stock Issued to Employees (“APB No. 25”).

The Black-Scholes option valuation model was developed for use in estimating the fair value of traded options that have no vesting restrictions and are fully transferable. In addition, option valuation models require the input of highly subjective assumptions including the expected stock price volatility. Because the Company’s employee stock options have characteristics significantly different from those of traded options, and because changes in the subjective input assumptions can materially affect the fair value estimate, in management’s opinion, the existing models do not necessarily provide a reliable single measure of the fair value of its employee stock options. For SFAS No. 123 purposes, the fair value of each option grant and stock based

6

award has been estimated as of the date of grant using the Black-Scholes option pricing model with the following weighted-average assumptions:

	2003			2002
Expected life (years)		9.0			9.0
Risk-free interest rate		4.34	%		4.19	%
Dividend yield		0.0	%		0.0	%
Expected volatility		0.40			0.40

The estimated fair value of the options granted during 2003 is $12.12 per share. Had compensation cost been determined consistent with SFAS No. 123, utilizing the assumptions detailed above, the Company’s pro forma net income (loss) and pro forma basic and diluted earnings (loss) per share would have decreased to the following amounts (in thousands, except share data):

			Three Months Ended					Nine Months Ended
			September 30,					September 30,
			2003			2002		2003			2002
Net income (loss):
	As reported		$	9,026		$	8,072	$	27,041		$	(38,364	)
	Deduct: Total stock-based employee compensation expense determined under fair value based method for all awards, net of related tax effects			(139	)		—		(279	)		—
		Pro forma – for SFAS No. 123		8,887			8,072		26,762			(38,364	)
Basic net earnings (loss) per share:
		As reported	$	1.00		$	0.90	$	3.01		$	(4.11	)
		Pro forma – for SFAS No. 123		0.99			0.90		2.98			(4.11	)
Diluted net earnings (loss) per share:
		As reported	$	0.96		$	0.89	$	2.90		$	(4.11	)
		Pro forma – for SFAS No. 123		0.95			0.89		2.87			(4.11	)

NOTE 2 — PROCEEDINGS UNDER CHAPTER 11

On January 31, 2002, the Company emerged from bankruptcy under Chapter 11 of the U.S. Bankruptcy Code. A description of the proceedings under the Chapter 11 Cases is contained in Note 2 to the Company’s Annual Report on Form 10-K for the year ended December 31, 2002.

7

Reorganization costs for the three and nine month periods ended September 30, 2003 and 2002 are as follows (in thousands):

	Three Months Ended						Nine Months Ended
	September 30						September 30
	2003			2002			2003			2002
Write-off of loan origination fees	$	—		$	—		$	—		$	8,034
Gain on interest rate swap		—			—			—			444
Loss on sale of assets		—			30			—			15
Interest income		—			—			—			(107	)
Change in estimate for general unsecured claims		(280	)		—			(4,907	)		—
Professional fees and other expenses		165			(8	)		984			6,671
	$	(115	)	$	22		$	(3,923	)	$	15,057

NOTE 3 — LIABILITIES SUBJECT TO COMPROMISE

The principal categories of obligations classified as Liabilities Subject to Compromise under the Chapter 11 Cases are identified below. The amounts in total may vary significantly from the stated amounts of proofs of claims filed with the bankruptcy court, and may be subject to future adjustments depending on bankruptcy court action, further developments with respect to potential disputed claims, and determination as to the value of any collateral securing claims or other events. During the three months ended September 30, 2003, certain claims were resolved for less than the related amounts, resulting in a $0.3 million change in the Company’s estimate of liability.

A summary of the principal categories of claims classified as Liabilities Subject to Compromise at September 30, 2003 and December 31, 2002 are as follows (in thousands):

	September 30, 2003		December 31, 2002
Disputed unsecured claims	$	21,322	$	36,075
Disputed priority claims		1,167		1,292
	$	22,489	$	37,367

The change in outstanding liability resulted from a change in estimate of $4.9 million, cash payments of $5.6 million and a reclassification from liabilities subject to compromise to long-term trade payables of $4.4 million.

NOTE 4 — INCOME TAXES

For the fiscal year ended December 31, 2002, the Company had net deferred tax assets of approximately $79.9 million that were fully offset by a valuation allowance. Further, as a result of its Chapter 11 filing, default on bank facilities, and future projections of operating results, the Company believes that doubt remains as to the ability to recognize future tax benefits related to its deferred tax assets. Thus, the Company continues to offset existing deferred tax assets with a valuation allowance.

For tax purposes, any discharge of the liabilities pursuant to the Chapter 11 filing may result in income that is excluded from the Company's taxable income. However, certain of the Company's tax attributes, including net operating loss carryforwards, may be reduced by the amount of any cancellation of debt income. To the extent the amount excluded exceeds these tax attributes, the tax basis in the Company's property must be reduced by the amount of the excluded cancellation of debt income.

As of December 31, 2002, the Company had approximately $116.0 million of federal and state operating loss carryovers with which to offset future taxable income. Net operating losses may be carried back and then forward for specified periods. If they are not used to offset taxable income by the end of the carryforward period, they expire. Under section 382 of the Internal Revenue Code of 1986, as amended, a corporation may generally be restricted in utilizing its net operating losses to offset prospective taxable income if it experiences an “ownership change”, as defined in section 382(g). The determination as to whether a corporation has experienced an ownership change on a given date is a complex analysis of the beneficial stock ownership of the corporation over a time period of not more than three years. An ownership change under section 382(g) occurs when on a testing date, the beneficial ownership of the corporation by one or more “5-percent shareholders” has increased, in the aggregate, by more than 50 percentage points over the respective lowest ownership percentages of such 5-percent shareholders during the testing period preceding such date. It should be noted that the rules for determining whether an ownership change under section 382 has occurred are different from those applied to evaluate whether a “change in ownership” as defined by Statement of Position 90-7 has occurred.

In the event of an ownership change, certain tax attributes of the corporation, including net operating losses, that pre-date the ownership change are generally subject to limitation in offsetting taxable income arising after the ownership change. The resulting limitation, which indicates how much of the limited tax attributes may be used in each subsequent tax year, is based on the stock value of the corporation immediately before the ownership change, subject to certain adjustments, and multiplied by a published applicable federal long-term-tax exempt rate. Because of this annual limitation, it is possible that losses will expire unused, regardless of whether the corporation has sufficient taxable income to absorb such losses. There are certain exceptions to the general rules under section 382 for corporations that are debtors in a title 11 case and that experience an ownership change pursuant to a court-approved plan.

8

NOTE 5 — STOCK PLANS

Upon emergence from Chapter 11, the Company’s Board of Directors approved a new management incentive plan, the Carmike Cinemas, Inc. 2002 Stock Plan. The Board of Directors has approved the grant of 780,000 shares under the 2002 Stock Plan to Michael W. Patrick, the Company’s Chief Executive Officer. Pursuant to the terms of Mr. Patrick’s employment agreement dated January 31, 2002 these shares will be delivered in three equal installments on January 31, 2005, 2006 and 2007 unless, prior to the delivery of any such installment, Mr. Patrick’s employment is terminated for Cause (as defined in his employment agreement) or he has violated certain covenants set forth in such employment agreement. In

9

May 2002, the Company’s Stock Option Committee (which administered the 2002 Stock Plan prior to August 2002) approved grants of the remaining 220,000 shares to a group of seven other members of senior management. These shares are to be earned over a three year period, commencing with the year ended December 31, 2002, with the shares being earned as the executive achieves specific performance goals set for the executive to be achieved during each of these years. In some instances the executive may earn partial amounts of his or her stock grant based on graded levels of performance. Shares earned each year will vest and be receivable approximately two years after the calendar year in which they were earned, provided, with certain exceptions, the executive remains an employee of the Company. Of the 220,000 shares granted to members of senior management, 86,250 shares were earned on December 31, 2002 and 14,250 shares were forfeited. However, the Compensation Committee approved two additional grants of 5,500 shares to two members of senior management on March 7, 2003, which shares are deemed to be earned and subject only to vesting requirements. Therefore, of the original 220,000 shares granted to members of senior management, 97,250 shares are deemed to have been earned, subject only to vesting requirements, 3,250 shares have been forfeited and 119,500 shares may be earned over the next two years. During 2003, the Company changed its classification of the offsetting credit to non-cash compensation expense under the plan from long-term liabilities to shareholder’s equity. The Company has included in paid-in capital $5.8 million and $3.6 million at September 30, 2003 and December 31, 2002, respectively, related to the 2002 Stock Plan.

On May 31, 2002, the Board of Directors adopted the Directors Incentive Plan, which was approved by the Stockholders on August 14, 2002. The purpose of the Directors Incentive Plan is to provide incentives that will attract, retain and motivate qualified and experienced persons for service as non-employee Directors of Carmike. There are a total of 75,000 shares reserved under the Directors Incentive Plan. The Board of Directors approved a grant of 5,000 shares each to two independent Directors on August 14, 2002. Additionally, the Board of Directors approved a stock option grant of 5,000 shares in May 2003 for a new director. The option grant price was based on the fair market value of the stock on the date of the grant. These grants of 15,000 shares in the aggregate, represent the only stock options outstanding under the Directors Incentive Plan.

On July 19, 2002, the Board of Directors adopted the Employee and Consultant Long-Term Stock Incentive Plan, which was approved by the Shareholders on August 14, 2002. The purpose of the Employee and Consultant Long-Term Stock Incentive Plan is to provide incentives, competitive with those of similar companies, which will attract, retain and motivate qualified and experienced persons to serve as employees and consultants of the Company and to further align such employees’ and consultants’ interest with those of the Company’s stockholders. There are a total of 500,000 shares reserved under the Employee and Consultant Long-Term Stock Incentive Plan. The Company granted an aggregate of 150,000 options pursuant to this plan on March 7, 2003 to three members of senior management. The exercise price for the 150,000 stock options is $21.74 per share and 75,000 options vest on December 31, 2005 and 75,000 options vest on December 31, 2006, respectively.

10

NOTE 6 — EARNINGS PER SHARE

Earnings per share calculations contain dilutive adjustments for shares issued under the various stock plans discussed in Note 5. The following table reflects the effects of those plans on earnings per share (in thousands, except for per share data).

			Three Months Ended					Nine Months Ended
			September 30,					September 30,
			2003			2002		2003			2002
Outstanding shares				9,089			8,991		9,089			9,342
	Less restrictive stock issued			(98	)		—		(98	)		—
Basic shares outstanding				8,991			8,991		8,991			9,342
Dilutive shares:
		Restricted stock		54			—		49			—
		Stock grants		340			89		290			—
		Stock options		12			—		1			—
				9,397			9,080		9,331			9,342
Earnings per share:
		Basic	$	1.00		$	0.90	$	3.01		$	(4.11	)
		Diluted	$	0.96		$	0.89	$	2.90		$	(4.11	)

11

NOTE 7 — IMPACT OF RECENTLY ISSUED ACCOUNTING STANDARDS

In January 2003, the Financial Accounting Standards Board (“FASB”) issued FASB Interpretation No. 46, Consolidation of Variable Interest Entities, an Interpretation of ARB No. 51, (“FIN 46”). FIN 46 requires certain variable interest entities to be consolidated by the primary beneficiary of the entity if the equity investors in the entity do not have the characteristics of a controlling financial interest or do not have sufficient equity at risk for the entity to finance its activities without additional subordinated financial support from other parties. FIN 46 is currently effective for all new variable interest entities created or acquired after February 1, 2003. For variable interest entities created or acquired prior to February 1, 2003, the provisions of FIN 46 must be applied for the first interim or annual period ending after December 15, 2003. The Company is currently evaluating the effect that the adoption of FIN 46 will have on its results of operations and financial condition, and does not expect adoption to have a material effect.

NOTE 8 — RECLASSIFICATIONS

Certain amounts in the accompanying consolidated financial statements have been reclassified to conform to the current year’s presentation.

12

ITEM 2.   MANAGEMENT’S DISCUSSION AND ANALYSIS OF FINANCIAL CONDITION AND RESULTS OF OPERATIONS

EMERGENCE FROM CHAPTER 11

     On January 4, 2002, the United States Bankruptcy Court for the District of Delaware entered an order confirming our Amended Joint Plan of Reorganization Under Chapter 11 of the Bankruptcy Code, dated as of November 14, 2001. The plan of reorganization (the “Plan”) became effective on January 31, 2002 (the “Reorganization Date”). A description of the Plan is disclosed in our Annual Report on Form 10-K for the year ended December 31, 2002 under the caption “Our Reorganization.”

RESULTS OF OPERATIONS

     Comparison of Three and Nine Months Ended September 30, 2002 and 2003

     Revenues. Total revenues increased 4.0% from $123.3 million for the three months ended September 30, 2002 to $128.2 million for the three months ended September 30, 2003. The increase in revenue is primarily attributable to higher average admission and concession prices. Total admission revenues increased 4.5% from $82.8 million for the three months ended September 30, 2002 to $86.5 million for the three months ended September 30, 2003. Total concessions and miscellaneous revenues increased 3.0% from $40.5 million for the three months ended September 30, 2002 to $41.7 million for the three months ended September 30, 2003. Our average admission price was $4.73 for the three months ended September 30, 2002 compared to $4.92 for the three months ended September 30, 2003. The increase is due to selective price increases and changes in the mix of matinee/evening ticket sales. The average concession sale per patron was $2.10 for the three months ended September 30, 2002 compared to $2.14 for the three months ended September 30, 2003. Attendance per average screen was 7,731 for the three months ended September 30, 2002 compared to 7,807 for the three months ended September 30, 2003.

      Total revenues decreased 4.0% from $377.1 million for the nine months ended September 30, 2002 to $361.9 million for the nine months ended September 30, 2003. The decrease in revenue is primarily attributable to lower attendance partially offset by a higher average admission price. Total admission revenues decreased 4.2% from $253.3 million for the nine months ended September 30, 2002 to $242.8 for the nine months ended September 30, 2003. Total concession and miscellaneous revenues decreased 3.8% from $123.8 million for the nine months ended September 30, 2002 to $119.1 million for the nine months ended September 30, 2003. Our average admission price increased 2.3% from $4.79 for the nine months ended September 30, 2002 to $4.90 for the nine months ended September 30, 2003. The average concession sale per patron increased from $2.16 for the nine months ended September 30, 2002 to $2.17 for the nine months ended September 30, 2003. Attendance per average screen decreased from 23,205 for the nine months ended September 30, 2002 to 21,980 for the nine months ended September 30, 2003.

      We operated 309 theatres and 2,255 screens at September 30, 2002 and 300 theatres with 2,239 screens at September 30, 2003.

     Film exhibition costs, concession costs and other theatre operating costs. Film exhibition costs increased 4.5% from $44.7 million for the three months ended September 30, 2002 to $46.7 million for the three months ended September 30, 2003 due to increased sales associated with higher admission prices. Concessions costs increased 17.9% from $3.9 million for the three months ended September 30, 2002 to $4.6 million for the three months ended September 30, 2003 due to changes in product mix and increased attendance. Other theatre operating costs increased 7.8% from $43.4 million for the three months ended September 30, 2002 to $46.8 million for the three months ended September 30, 2003 due to moderate increases in salaries, utilities, repairs and lease costs.

13

     Film exhibition costs decreased 6.4% from $137.5 million for the nine months ended September 30, 2002 to $128.7 million for the nine months ended September 30, 2003 due to decreased sales volume associated with decreased attendance. Concession costs decreased 7.5% from $14.7 million for the nine months ended September 30, 2002 to $13.6 million for the nine months ended September 30, 2003. The decrease in concession costs is directly related to the decrease in concession sales. Other theatre costs increased 0.4% from $135.4 million for the nine months ended September 30, 2002 to $136.0 million for the nine months ended September 30, 2003 due to moderate increases in salaries, utilities, repairs and lease costs.

     General and administrative expenses. General and administrative expenses decreased 4.9% from $4.1 million for the three months ended September 30, 2002 to $3.9 million for the three months ended September 30, 2003. General and administrative expenses increased 11.5% from $9.6 million for the nine months ended September 30, 2002 to $10.7 million for the nine months ended September 30, 2003. The increases reflect greater non-cash compensation expenses related to the 2002 Stock Plan. Expenses relating to the 2002 Stock Plan for the three and nine months ended September 30, 2002 were $1.0 million and $2.5 million, respectively, and $1.4 million and $3.9 million, respectively, for the three and nine months ended September 30, 2003.

     Depreciation and amortization expenses. Depreciation and amortization decreased 6.1% from $8.2 million for the three months ended September 30, 2002 to $7.7 million for the three months ended September 30, 2003. Depreciation and amortization decreased 5.4% from $24.4 million for the nine months ended September 30, 2002 to $23.1 million for the nine months ended September 30, 2003. These reductions reflect having fewer screens in operation.

     Gain on real estate sales. Gain on real estate sales decreased from $134,000 for the three months ended September 30, 2002 to $1,000 for the three months ended September 30, 2003. Gain on real estate sales increased from $340,000 for the nine months ended September 30, 2002 to $2.5 million for the nine months ended September 30, 2003. This increase resulted from a sale of six theatres and two parcels of land.

     Interest expense. Interest expense decreased 12.7% from $11.1 million for the three months ended September 30, 2002 to $9.7 million for the three months ended September 30, 2003. Interest expense decreased 69.1% from $93.9 million for the nine months ended September 30, 2002 to $29.1 million for the nine months ended September 30, 2003. The interest reported for three and nine months ended September 30, 2002 includes $0.0 and $55.4 million, respectively, of prior year’s interest not previously recorded due to accounting for interest under requirements of SOP 90-7. Additionally, the lower interest expense for the period is due to lower average outstanding indebtedness as a result of mandatory amortization under our term loan credit agreement.

     Income tax expense. We recognized an income tax benefit of $14.7 million in 2002. The income tax benefit was the result of the Job Creation and Worker Assistance Act of 2002, which allowed for the additional carryback of net operating losses resulting in a cash refund of $14.7 million. As is customary, refunds of this size are reviewed by the Internal Revenue Service; however, we do not anticipate any change. We recognized no income tax expense for the three and nine months ended September 30, 2003.

14

LIQUIDITY AND CAPITAL RESOURCES

     Our revenues are collected in cash and credit card payments. Because we receive our revenues in cash prior to the payment of related expenses, we have an operating “float” which partially finances our operations. We had a working capital deficit of $28.5 million as of December 31, 2002 compared to a working capital deficit of $36.5 million as of September 30, 2003. The increased deficit as of September 30, 2003, reflects scheduled payments of debt and payments to unsecured creditors under our plan of reorganization as well as changes in accounts payable and accrued expenses. The deficit will be funded through anticipated operating cash flows as well as the ability to draw from our revolving credit agreement. At September 30, 2003, we had available borrowing capacity of $50 million under our revolving credit agreement. As of September 30, 2003, we had approximately $32.5 million in cash and cash equivalents on hand.

     We amended our term loan credit agreement and our revolving credit agreements subsequent to September 30, 2003. Pursuant to our amended credit agreements, our capital expenditures are limited to $22.3 million in 2003 ($2.3 million of which was carried over from 2002) and $25 million in each of 2004, 2005 and 2006; provided, however, that unused capital expenditures for a given year will be applied to increase the capital expenditure limit for the following year. During the nine months ended September 30, 2003, we made capital expenditures of approximately $10.2 million. Our total budgeted capital expenditures for 2003 are $18.0 million which we anticipate will be funded by using operating cash flows, available cash from our revolving credit agreement and landlord-funded new construction and theatre remodeling, when available.

     Net cash used in operating activities was $7.1 million for the nine months ended September 30, 2002 compared to net cash provided by operating activities of $12.3 million for the nine months ended September 30, 2003. This change is due to increased profit from operations related primarily to lower interest expenses, offset by changes in accounts payable, payments to general unsecured creditors and other reorganization items. Net cash used in investing activities was $0.6 million for the nine months ended September 30, 2002 compared to $5.0 million for the nine months ended September 30, 2003. For the nine months ended September 30, 2002 cash used in financing activities was $31.2 million compared to $28.3 million for the nine months ended September 30, 2003.

     Our liquidity needs are funded by operating cash flow, sales of surplus assets, availability under our credit agreements and short term float. The exhibition industry is seasonal with the studios normally releasing their premiere film product during the holiday season and summer months. This seasonal positioning of film product makes our needs for cash vary significantly from quarter to quarter. Additionally, the ultimate performance of the film product, any time during the calendar year, will have the most dramatic impact on our cash needs.

     Our ability to service our indebtedness will require a significant amount of cash. Our ability to generate this cash will depend largely on future operations. Based upon our current level of operations, we believe that cash flow from operations, available cash, sales of surplus assets and borrowings under our credit agreements will be adequate to meet our liquidity needs. However, the possibility exists that, if our liquidity needs are not met and we are unable to service our indebtedness, we could come into technical default under any of our debt instruments, causing the agents or trustees for those instruments to declare all payments due immediately or, in the case of the senior debt, to issue a payment blockage to the more junior debt. A similar situation contributed to the circumstances that led us to file our voluntary petition for relief under Chapter 11 in August of 2000.

15

     We cannot make assurances that our business will continue to generate significant cash flow to fund our liquidity needs. We are dependent to a large degree on the public’s acceptance of the films released by the studios. We are also subject to a high degree of competition and low barriers of entry into our industry. In the future, we may need to refinance all or a portion of our indebtedness on or before maturity. We cannot make assurances that we will be able to refinance any of our indebtedness or raise additional capital through other means, on commercially reasonable terms or at all.

SEASONALITY

     Typically, movie studios release films with the highest expected revenues during the summer and the holiday period between Thanksgiving and Christmas, causing seasonal fluctuations in revenues.

INFORMATION ABOUT FORWARD-LOOKING STATEMENTS

     This quarterly report contains forward-looking statements within the meaning of the federal securities laws. In addition, we, or our executive officers on our behalf, may from time to time make forward-looking statements in reports and other documents we file with the SEC or in connection with oral statements made to the press, potential investors or others. Statements that are not historical facts, including statements about our beliefs and expectations, are forward-looking statements. Forward-looking statements include statements preceded by, followed by or that include the words, “believes,” “expects,” “anticipates,” “plans,” “estimates” or similar expressions. These statements include, among others, statements regarding our strategies, sources of liquidity, and the opening of new theatres during 2003.

     Forward-looking statements are only predictions and are not guarantees of performance. These statements are based on beliefs and assumptions of our management, which in turn are based on currently available information. Important assumptions relating to the forward-looking statements include, among others, assumptions regarding expected pricing levels, competitive conditions and general economic conditions. These assumptions could prove inaccurate. The forward-looking statements also involve risks and uncertainties, which could cause actual results to differ materially from those contained in any forward-looking statement. Many of these factors are beyond our ability to control or predict. Such factors include, but are not limited to, the following:

• the availability of suitable motion pictures for exhibition in our markets;

• competition in our markets;

• competition with other forms of entertainment;

• the effect of our leverage on our financial condition; and

• other factors, including the risk factors previously disclosed in our Annual Report on Form 10-K for the year ended December 31, 2002 under the caption “Risk Factors.”

16

     We believe these forward-looking statements are reasonable; however, undue reliance should not be placed on any forward-looking statements, which are based on current expectations. Further, forward-looking statements speak only as of the date they are made, and we undertake no obligation to update publicly any of them in light of new information or future events.

ITEM 3.   QUANTITATIVE AND QUALITATIVE DISCLOSURES ABOUT MARKET RISK

     We are exposed to various market risks. We have floating rate debt instruments and, therefore, are subject to the market risk related to changes in interest rates. Interest payable under our credit agreement is based on a spread over LIBOR or another index.

     Interest paid on our debt is largely subject to changes in interest rates in the market. Our revolving credit agreement and our term loan agreement are based on a structure that is priced over an index or LIBOR rate option. Our term loan agreement provides for a minimum annual interest rate of 7.75%. A change of 1.0% in interest rates would not raise the effective rate above the 7.75% floor, therefore, there is no measurable risk on the term loan agreement due to limited interest rate changes.

     A substantial number of our theatre leases have increases contingent on Consumer Price Index (“CPI”) changes. A 1.0% change in CPI would not have a material effect on rent expense.

ITEM 4.   CONTROLS AND PROCEDURES

     As required by Securities and Exchange Commission rules, we have evaluated the effectiveness of the design and operation of our disclosure controls and procedures as of the end of the period covered by this quarterly report. This evaluation was carried out under the supervision and with the participation of our management, including our principal executive officer and principal financial officer. Based on this evaluation, these officers have concluded that the design and operation of our disclosure controls and procedures are effective. There were no changes to our internal controls during the period covered by this quarterly report that materially affected, or are reasonably likely to materially affect, our internal controls over financial reporting.

     Disclosure controls and procedures are our controls and other procedures designed to ensure that information required to be disclosed by us in the reports that we file or submit under the Securities Exchange Act of 1934, as amended (the “Exchange Act”), is recorded, processed, summarized and reported, within the time periods specified in the Securities and Exchange Commission’s rules and forms. Disclosure controls and procedures include, without limitation, controls and procedures designed to ensure that information required to be disclosed by the Company in the reports that we file or submit under the Exchange Act are accumulated and communicated to our management, including our principal executive officer and principal financial officer, as appropriate, to allow timely decisions regarding required disclosure.

17

PART II. OTHER INFORMATION

ITEM 1.   LEGAL PROCEEDINGS

     From time to time, we are involved in routine litigation and legal proceedings in the ordinary course of our business, such as personal injury claims, employment matters, contractual disputes and claims alleging ADA violations. Currently, we do not have pending any litigation or proceedings that we believe will have a material adverse effect, either individually or in the aggregate, upon our financial position, liquidity or results of operations.

ITEM 2.   CHANGES IN SECURITIES AND USE OF PROCEEDS

     None.

ITEM 3.   DEFAULTS UPON SENIOR SECURITIES

     None.

ITEM 4.   SUBMISSION OF MATTERS TO A VOTE OF SECURITY HOLDERS

     None.

ITEM 5.   OTHER INFORMATION

     None.

ITEM 6.   EXHIBITS AND REPORTS ON FORM 8-K

     (a)   Listing of Exhibits

Exhibit
Number	Description
2.1	Debtors’ Joint Amended Joint Plan of Reorganization Under Chapter 11 of the Bankruptcy Code, dated November 14, 2001 (filed as Exhibit 99 to Carmike’s Current Report on Form 8-K filed November 19, 2001 and incorporated herein by reference).
2.2	Debtors’ Amended Disclosure Statement pursuant to Section 1125 of the Bankruptcy Code, dated November 14, 2001 (filed as Exhibit T-3E1 to Carmike’s Form T-3 filed on December 11, 2001 and incorporated herein by reference).
3.1	Amended and Restated Certificate of Incorporation of Carmike (filed as Exhibit 3.1 to Carmike’s Amendment to Form 8-A filed January 31, 2002 and incorporated herein by reference).
3.2	Amended and Restated Bylaws of Carmike (filed as Exhibit 3.2 to Carmike’s Amendment to Form 8-A filed January 31, 2002 and incorporated herein by reference).

18

Exhibit
Number	Description
3.3	Amendment No.1 to the Amended and Restated Bylaws of Carmike (filed as Exhibit 3.2 to Carmike’s Form 10-Q for the period ended June 30, 2003 and incorporated herein by reference).
4.1	Indenture, dated January 31, 2002 between Carmike, the subsidiary guarantors named therein and Wilmington Trust Company, as Trustee (filed as Exhibit 4.1 to Carmike’s Form 10-K for the year ended December 31, 2001 and incorporated herein by reference).
4.2	Stockholders’ Agreement, dated as of January 31, 2002 by and among Carmike and certain stockholders (filed as Exhibit 99.2 to Amendment No. 1 to Schedule 13D of Goldman Sachs & Co., et. al., filed February 8, 2002 and incorporated herein by reference).
4.3	Registration Rights Agreement, dated as of January 31, 2002, by and among Carmike and certain stockholders (filed as Exhibit 99.3 to Amendment No. 1 to Schedule 13D of Goldman Sachs & Co., et. al., filed February 8, 2002 and incorporated herein by reference).
10.1	First Amendment to Term Loan Credit Agreement dated as of October 15, 2003 among Carmike Cinemas, Inc., BNY Asset Solutions LLC, as Administrative Agent, and the various banks or other financial institutions from time to time parties to the agreement as Lenders.
10.2	Second Amendment to Credit Agreement dated as of October 15, 2003 among Carmike Cinemas, Inc., Eastwynn Theatres, Inc., General Electric Capital Corporation as Agent and Lender, the various subsidiaries from time to time parties to the agreement as credit parties and the various banks and other financial institutions from time to time parties to the agreement as Lenders.
31.1	Certification of the Chief Executive Officer Pursuant to Rule 13a-14(a) or 15d-14(a) of the Securities Exchange Act of 1934, as amended, as Adopted Pursuant to Section 302 of the Sarbanes-Oxley Act of 2002.
31.2	Certification of the Chief Financial Officer Pursuant to Rule 13a-14(a) or 15d-14(a) of the Securities Exchange Act of 1934, as amended, as Adopted Pursuant to Section 302 of the Sarbanes-Oxley Act of 2002.
32.1	Certificate of the Chief Executive Officer Pursuant to 18 U.S.C. Section 1350, as Adopted Pursuant to Section 906 of the Sarbanes-Oxley Act of 2002.
32.2	Certificate of the Chief Financial Officer Pursuant to 18 U.S.C. Section 1350, as Adopted Pursuant to Section 906 of the Sarbanes-Oxley Act of 2002.

     (b)   Reports on Form 8-K

During the fiscal quarter ended September 30, 2003, we furnished a Current Report on Form 8-K dated September 23, 2003 reporting information under Items 7 and 9.

19

SIGNATURES

     Pursuant to the requirements of the Securities Exchange Act of 1934, the registrant has duly caused this report to be signed on its behalf by the undersigned, thereunto duly authorized.

		CARMIKE CINEMAS, INC. (Registrant)
Date: November 14, 2003	By:	/s/: Michael W. Patrick Michael W. Patrick President and Chief Executive Officer
Date: November 14, 2003	By:	/s/: Martin A. Durant Martin A. Durant Senior Vice President — Finance Treasurer and Chief Financial Officer

EXHIBIT INDEX

2.1	Debtors’ Joint Amended Joint Plan of Reorganization Under Chapter 11 of the Bankruptcy Code, dated November 14, 2001 (filed as Exhibit 99 to Carmike’s Current Report on Form 8-K filed November 19, 2001 and incorporated herein by reference).
2.2	Debtors’ Amended Disclosure Statement pursuant to Section 1125 of the Bankruptcy Code, dated November 14, 2001 (filed as Exhibit T-3E1 to Carmike’s Form T-3 filed on December 11, 2001 and incorporated herein by reference).
3.1	Amended and Restated Certificate of Incorporation of Carmike (filed as Exhibit to Carmike’s Amendment to Form 8-A filed January 31, 2002 and incorporated herein by reference).
3.2	Amended and Restated Bylaws of Carmike (filed as Exhibit 3.2 to Carmike’s Amendment to Form 8-A filed January 31, 2002 and incorporated herein by reference).
3.3	Amendment No.1 to the Amended and Restated Bylaws of Carmike (filed as Exhibit to Carmike’s Form 10-Q for the period ended June 30, 2003 and incorporated herein by reference).
4.1	Indenture, dated January 31, 2002 between Carmike, the subsidiary guarantors named therein and Wilmington Trust Company, as Trustee (filed as Exhibit 4.1 to Carmike’s Form 10-K for the year ended December 31, 2001 and incorporated herein by reference).
4.2	Stockholders’ Agreement, dated as of January 31, 2002 by and among Carmike and certain stockholders (filed as Exhibit 99.2 to Amendment No. 1 to Schedule 13D of Goldman Sachs & Co., et. al., filed February 8, 2002 and incorporated herein by reference).
4.3	Registration Rights Agreement, dated as of January 31, 2002, by and among Carmike and certain stockholders (filed as Exhibit 99.3 to Amendment No. 1 to Schedule 13D of Goldman Sachs & Co., et. al., filed February 8, 2002 and incorporated herein by reference).
10.1	First Amendment to Term Loan Credit Agreement dated as of October 15, 2003 among Carmike Cinemas, Inc., BNY Asset Solutions LLC, as Administrative Agent, and the various banks or other financial institutions from time to time parties to the agreement as Lenders.
10.2	Second Amendment to Credit Agreement dated as of October 15, 2003 among Carmike Cinemas, Inc., Eastwynn Theatres, Inc., General Electric Capital Corporation as Agent and Lender, the various subsidiaries from time to time parties to the agreement as credit parties and the various banks and other financial institutions from time to time parties to the agreement as Lenders.
31.1	Certification of the Chief Executive Officer Pursuant to Rule 13a-14(a) or 15d-14(a) of the Securities Exchange Act of 1934, as amended, as Adopted Pursuant to Section 302 of the Sarbanes-Oxley Act of 2002.
31.2	Certification of the Chief Financial Officer Pursuant to Rule 13a-14(a) or 15d-14(a) of the Securities Exchange Act of 1934, as amended, as Adopted Pursuant to Section 302 of the Sarbanes-Oxley Act of 2002.
32.1	Certificate of the Chief Executive Officer Pursuant to 18 U.S.C. Section 1350, as Adopted Pursuant to Section 906 of the Sarbanes-Oxley Act of 2002.
32.2	Certificate of the Chief Financial Officer Pursuant to 18 U.S.C. Section 1350, as Adopted Pursuant to Section 906 of the Sarbanes-Oxley Act of 2002.

EX-10.1 3 g85856exv10w1.txt EX-10.1 1ST AMEND.TO TERM LOAN CREDIT AGREEMENT EXHIBIT 10.1 FIRST AMENDMENT TO TERM LOAN CREDIT AGREEMENT THIS FIRST AMENDMENT TO TERM LOAN CREDIT AGREEMENT (this "First Amendment") is dated as of October 15, 2003, among CARMIKE CINEMAS, INC. (the "Borrower"), BNY ASSET SOLUTIONS LLC, as Administrative Agent (the "Administrative Agent") and the Lenders signatory hereto (collectively, the "Lenders"); WITNESSETH: WHEREAS, the Borrower, the Administrative Agent and the Lenders party thereto executed and delivered that certain Term Loan Credit Agreement, dated as of January 31, 2002 (the "Credit Agreement"); WHEREAS, the Borrower has requested and the Administrative Agent and the Required Lenders have agreed to certain amendments to the Credit Agreement pertaining to the covenant regarding Capital Expenditures, subject to the terms and conditions hereof; NOW, THEREFORE, for and in consideration of the above premises and other good and valuable consideration, the receipt and sufficiency of which hereby is acknowledged by the parties hereto, the Borrower, the Administrative Agent and the Lenders hereby covenant and agree as follows: 1. Definitions. Unless otherwise specifically defined herein, each term used herein which is defined in the Credit Agreement shall have the meaning assigned to such term in the Credit Agreement. Each reference to "hereof, "hereunder", "herein" and "hereby" and each other similar reference and each reference to "this Agreement" and each other similar reference contained in the Credit Agreement shall from and after the date hereof refer to the Credit Agreement as amended hereby. 2. Amendment to Section 5.23. Section 5.23 of the Credit Agreement hereby is amended by deleting it in its entirely and substituting therefor the following: Section 5.23 Capital Expenditures. At the end of each Fiscal Year, commencing with the Fiscal Quarter ending December 31, 2002, Capital Expenditures for such Fiscal Year shall not exceed the sum of: (i) the amount set forth below for the Fiscal Years set forth below; plus (ii) any unused amount from the prior Fiscal Year.

Fiscal Year Ending Capital Expenditure Limit ------------------ ------------------------- December 31, 2002 $20,000,000 December 31, 2003 $20,000,000 December 31, 2004 $25,000,000 December 31, 2005 $25,000,000 December 31, 2006 $25,000,000.

3. Amendment to Exhibit F (Form of Compliance Certificate). Exhibit F to the Credit Agreement hereby is deleted and Exhibit F attached hereto is substituted therefor. 4. Restatement of Representations and Warranties. The Borrower hereby restates and renews each and every representation and warranty heretofore made by it in the Credit Agreement and the other Loan Documents as fully as if made on the date hereof (except where reference is made to a specific date) and with specific reference to this First Amendment and all other loan documents executed and/or delivered in connection herewith. 5. Effect of Amendment. Except as set forth expressly hereinabove, all terms of the Credit Agreement and the other Loan Documents shall be and remain in full force and effect, and shall constitute the legal, valid, binding and enforceable obligations of the Borrower. The amendments contained herein shall be deemed to have prospective application only, unless otherwise specifically stated herein. 6. Ratification. The Borrower hereby restates, ratifies and reaffirms each and every term, covenant and condition set forth in the Credit Agreement and the other Loan Documents effective as of the date hereof. 7. Counterparts. This First Amendment may be executed in any number of counterparts and by different parties hereto in separate counterparts and delivered by facsimile, each of which when so executed and delivered (including by facsimile) shall be deemed to be an original and all of which counterparts, taken together, shall constitute but one and the same instrument. 8. Section References. Section titles and references used in this First Amendment shall be without substantive meaning or content of any kind whatsoever and are not a part of the agreements among the parties hereto evidenced hereby. 9. No Default. To induce the Administrative Agent and the Lenders to enter into this First Amendment and to continue to make advances pursuant to the Credit Agreement, the Borrower hereby acknowledges and agrees that, as of the date hereof, and after giving effect to the terms hereof, there exists (i) no Default or Event of Default and (ii) no right of offset, defense, counterclaim, claim or objection in favor of the Borrower arising out of or with respect to any of the Loans or other obligations of the Borrower owed to the Lenders under the Credit Agreement. 10. Further Assurances. The Borrower agrees to take such further actions as the Administrative Agent shall reasonably request in connection herewith to evidence the amendments herein contained. 11. Governing Law. This First Amendment shall be governed by and construed and interpreted in accordance with, the laws of the State of New York. 12. Conditions Precedent. This First Amendment shall become effective only upon: (A) execution and delivery by facsimile to Jeff Scott, BNY Asset Solutions LLC, facsimile no. 972-401-8557 (i) of this First Amendment by the Borrower, the Administrative Agent and the Required Lenders and (ii) of the Consent and Reaffirmation of Guarantors at the end hereof by 2 each of the Guarantors; (B) evidence satisfactory to the Administrative Agent that the Revolver Credit Agreement has been amended, or a waiver granted thereunder, so as to permit the Borrower to incur Capital Expenditures up to the amounts permitted by Section 5.23, as in effect by virtue of this First Amendment, for the Fiscal Years ending on and after December 31, 2003; and (C) payment to the Administrative Agent, for the ratable account of the Lenders, of an amendment fee in the aggregate amount of $275,000. 3 IN WITNESS WHEREOF, the Borrower, the Administrative Agent and each of the Required Lenders has caused this First Amendment to be duly executed, under seal, by its duly authorized officer as of the day and year first above written. CARMIKE CINEMAS, INC., (SEAL) as Borrower By: /s/ Martin A. Durant ------------------------------------ Name: Martin A. Durant Title: Senior Vice President - CFO 4 BNY ASSET SOLUTIONS LLC, as Administrative Agent (SEAL) APPROVED - LEGAL By: /s/ James D. Vincent 9-23-03 ------------------------------------ - -------- ------- Name: James D. Vincent Initials Date Title: President 5 AVIARY ASSOCIATES, LP, as a Term Lender By: Aviary Capital Enterprise, Inc. By: ---------------------------- Name: Title: 6 BROOKVILLE CAPITAL MASTER FUND LP, as a Term Lender By: /s/ David Reiss ---------------------------- Name: David Reiss Title: 7 CALIFORNIA PUBLIC EMPLOYEES RETIREMENT SYSTEM, as a Term Lender By: Highland Capital Management, L.P., as Authorized Representative of the Board By: /s/ Todd Travers --------------------------- Name: Todd Travers Title: Senior Portfolio Manager Highland Capital Management, L.P. 8 CONTINENTAL ASSURANCE COMPANY, ON BEHALF OF ITS SEPARATE ACCOUNT (E), as a Term Lender By: /s/ Marilou R. McGirr --------------------------- Name: Marilou R. McGirr Title: Vice President Form Approved by Law Dept. MDC --- 9 CONTINENTAL CASUALTY COMPANY, as a Term Lender By: /s/ Marilou R. McGirr --------------------------------------- Name: Marilou R. McGirr Title: Vice President 10 CREDIT SUISSE FIRST BOSTON INTERNATIONAL, as a Term Lender By: /s/ Steven Martin --------------------------------------- Name: Mr. Steven Martin Title: Vice President 11 DK ACQUISITION PARTNERS, L.P., as a Term Lender By: /s/ Thomas L. Kempner --------------------------------------- Name: Thomas L. Kempner Title: General Partner 12 EOS PARTNERS, L.P., as a Term Lender By: /s/ Tal Gurion --------------------------------------- Name: Tal Gurion Title: Principal 13 FRANKLIN FLOATING RATE DAILY ACCESS FUND, as a Term Lender By: /s/ Richard Hsu --------------------------------------- Name: Richard Hsu Title: Asst. Vice President 14 FRANKLIN FLOATING RATE MASTER SERIES FUND, as a Term Lender By: /s/ Richard Hsu --------------------------- Name: Richard Hsu Title: Asst. Vice President 15 FRANKLIN FLOATING RATE TRUST, as a Term Lender By: /s/ Richard Hsu --------------------------- Name: Richard Hsu Title: Asst. Vice President 16 GENERAL ELECTRIC CAPITAL CORPORATION, as a Term Lender By: --------------------------- Name: Title: 17 GOLDMAN SACHS CREDIT PARTNERS L.P., as a Term Lender By: /s/ Pedro Ramirez --------------------------- Name: Pedro Ramirez Title: Authorized Signatory 18 GSC PARTNERS GEMINI FUND LIMITED, as a Term Lender By: /s/ Seth Katzenstein --------------------------- Name: Seth Katzenstein Title: Vice President 19 KZH HIGHLAND-2 LLC, as a Term Lender By: --------------------------- Name: Title: 20 LIBERTY FLOATING RATE ADVANTAGE FUND, as a Term Lender By: Columbia Management Advisors, Inc., as Advisor By: /s/ James R. Fellows --------------------------------------------- Name: James R. Fellows Title: Sr. Vice President & Portfolio Manager 21 MW POST OPPORTUNITY OFFSHORE FUND, LTD., as a Term Lender By: /s/ Henry Chyung --------------------- Name: Henry Chyung Title: Credit Analyst 22 OPPENHEIMER SENIOR FLOATING RATE FUND, as a Term Lender By: /s/ Bill Campbell --------------------------- Name: Bill Campbell Title: Manager 23 POST HIGH YIELD, LP, as a Term Lender By: /s/ Henry Chyung ----------------------- Name: Henry Chyung Title: Credit Analyst 24 POST OPPORTUNITY FUND, LP, as a Term Lender By: /s/ Henry Chyung --------------------------- Name: Henry Chyung Title: Credit Analyst 25 PUTNAM DIVERSIFIED INCOME TRUST, as a Term Lender By: /s/ Beth Mazor ----------------------- Name: Beth Mazor Title: Vice President 26 PUTNAM HIGH YIELD ADVANTAGE TRUST, as a Term Lender By: /s/ Beth Mazor --------------------------------- Name: Beth Mazor Title: Vice President 27 PUTNAM HIGH YIELD TRUST, as a Term Lender By: /s/ Beth Mazor --------------------------------- Name: Beth Mazor Title: Vice President 28 PUTNAM MASTER INCOME TRUST, as a Term Lender By: /s/ Beth Mazor --------------------------------- Name: Beth Mazor Title: Vice President 29 PUTNAM MASTER INTERMEDIATE INCOME TRUST, as a Term Lender By: /s/ Beth Mazor ------------------------------------ Name: Beth Mazor Title: Vice President 30 PUTNAM PREMIER INCOME TRUST, as a Term Lender By: /s/ Beth Mazor --------------------------- Name: Beth Mazor Title: Vice President 31 PUTNAM VARIABLE TRUST - PVT DIVERSIFIED INCOME FUND, as a Term Lender By: /s/ Beth Mazor --------------------------- Name: Beth Mazor Title: Vice President 32 PUTNAM VARIABLE TRUST - PVT HIGH YIELD FUND, as a Term Lender By: /s/ Beth Mazor --------------------------- Name: Beth Mazor Title: Vice President 33 RCG ENDEAVOUR LLC, as a Term Lender By: Neil H. Rothenberg --------------------------- Name: Neil Rothenberg Title: Managing Director 34 RESTORATION FUNDING CLO, LTD, as a Term Lender By: Highland Capital Management, L.P., as Collateral Manager By: /s/ Todd Travers ---------------------------------------- Name: Todd Travers Title: Senior Portfolio Manager Highland Capital Management, L.P. 35 SPCP GROUP LLC, as a Term Lender By: /s/ Edward A. Mule ---------------------------- Name: Title: 36 STEIN ROE FLOATING RATE LIMITED LIABILITY COMPANY, as a Term Lender By: Columbia Management Advisers, Inc., as Advisor By: /s/ James R. Fellows --------------------------------- Name: James R. Fellows Title: Sr. Vice President & Portfolio Manager 37 TRS THEBE LLC, as a Term Lender By: /s/ Alice L. Wagner --------------------------------- Name: Alice L. Wagner Title: Vice President 38 This page is intentionally left blank. 39 VAN KAMPEN SENIOR LOAN FUND, as a Term Lender By: ---------------------------------------- Name: Title: 40 VAN KAMPEN SENIOR INCOME TRUST, as a Term Lender By: ---------------------------------------- Name: Title: 41 CONSENT AND REAFFIRMATION OF GUARANTORS Each of the undersigned (i) acknowledges receipt of the foregoing First Amendment to Term Loan Credit Agreement (the "First Amendment"), (ii) consents to the execution and delivery of the First Amendment by the parties thereto and (iii) reaffirms all of its obligations and covenants under the Guaranty dated as of January 31, 2002 executed by it, and agrees that none of such obligations and covenants shall be affected by the execution and delivery of the First Amendment. This Consent and Reaffirmation may be executed in any number of counterparts and by different parties hereto in separate counterparts, each of which when so executed and delivered shall be deemed to be an original and all of which counterparts, taken together, shall constitute but one and the same instrument WOODENNICKEL PUB, INC. (SEAL) By: /s/ Martin A. Durant ---------------------------------------- Title: Senior Vice President MILITARY SERVICE, INC. (SEAL) By: /s/ Martin A. Durant ---------------------------------------- Title: Senior Vice President EASTWYNN THEATERS, INC. (SEAL) By: /s/ Martin A. Durant ---------------------------------------- Title: Senior Vice President 42 EXHIBIT F FORM OF COMPLIANCE CERTIFICATE Reference is made to the Term Loan Credit Agreement dated as of January 31, 2002 (as amended by First Amendment to Credit Agreement dated as of September ____________, 2003, and as thereafter amended, supplemented or otherwise modified from time to time, the "Credit Agreement"), among Carmike Cinemas, Inc., the Lenders from time to time parties thereto, and BNY Asset Solutions LLC, as Administrative Agent. Capitalized terms used herein shall have the meanings ascribed thereto in the Credit Agreement. Pursuant to Section 5.0l(c) of the Credit Agreement, ______________________________, the duly authorized ___________________________, of Carmike Cinemas, Inc., hereby certifies to the Administrative Agent and the Lenders that the information contained in the Compliance Check List attached hereto is true, accurate and complete as of ___________________, 20__, and that no Default or Event of Default is in existence on and as of the date hereof. CARMIKE CINEMAS, INC. By: Title: 43 1. Ratio of Funded Debt to EBITDA (Section 5.03) At the end of each Fiscal Quarter, commencing with the Fiscal Quarter ending March 31, 2002, the ratio of Funded Debt to EBITDA for the period of 4 consecutive Fiscal Quarters ending on such date shall not be greater than the applicable ratio provided in the following table:

Fiscal Quarter Ending Applicable Ratio --------------------- ---------------- March 31, 2002 through December 31, 2002 7.25 to 1.0 March 31, 2003 through December 31, 2003 7.00 to 1.0 March 31, 2004 through December 31, 2004 6.75 to 1.0 March 31, 2005 through December 31, 2005 6.25 to 1.0 Each Fiscal Quarter 5.75 to 1.0 (a) Funded Debt - Schedule 1 $ __________ (b) EBITDA - Schedule 2 $ __________ (c) actual ratio of (a) to (b) ___ to 1.0 Maximum ratio: [7.25 to 1.0] [7.00 to 1.0] [6.75 to 1.0] [6.25 to 1.0] [5.75 to 1.0]

44 2. Interest Coverage Ratio (Section 5.04) At the end of each Fiscal Quarter, commencing with the Fiscal Quarter ending March 31, 2002, the ratio of EBITDA to interest expense on Funded Debt of the Borrower and its Subsidiaries, calculated on a consolidated basis at the end of such Fiscal Quarter for the period of 4 consecutive Fiscal Quarters ending on such date, shall not be less than the applicable ratio provided in the following table:

Fiscal Quarter Ending Applicable Ratio --------------------- ---------------- March 31, 2002 through December 31, 2002 1.50 to 1.0 March 31, 2003 through December 31, 2003 1.55 to 1.0 March 31, 2004 through December 31, 2004 1.65 to 1.0 March 31, 2005 through December 31, 2005 1.75 to 1.0 Each Fiscal Quarter 1.85 to 1.0 (a) EBITDA - Schedule 2 $ ___________ (b) interest expense on Funded Debt - Schedule 3 $ ___________ (c) actual ratio of (a) to (b) ____ to 1.0 Minimum ratio: [1.50 to 1.0] [1.55 to 1.0] [1.65 to 1.0] [1.75 to 1.0] [1.85 to 1.0]

45 3. Ratio of EBITDAR to Fixed Charges (Section 5.06) At the end of each Fiscal Quarter, commencing with the Fiscal Quarter ending March 31, 2000, the ratio of EBITDAR to Fixed Charges, in each case for the period of 4 consecutive Fiscal Quarters ending on such date, shall not be less than the applicable ratio provided in the following table:

Fiscal Quarter Ending Applicable Ratio ---------------------- ---------------- March 31, 2002 through December 31, 2002 1.0 to 1.0 March 31, 2003 through December 31, 2003 1.0 to 1.0 March 31, 2004 through December 31, 2004 1.0 to 1.0 March 31, 2005 through December 31, 2005 1.0 to 1.0 (a) EBITDAR - Schedule 4 $ __________ (b) Interest expense on Funded Debt - Schedule 3 $ __________ (c) Rental Obligations - Schedule 4 $ __________ (d) Fixed Charges (sum of (b) and (c) $ __________ (e) actual ratio of (a) to (d) ___ to 1.0 Minimum ratio: 1.0 to 1.0

46 4. Negative Pledge (Section 5.07) Neither the Borrower nor any Subsidiary will create, assume or suffer to exist any Lien on any asset now owned or hereafter acquired by it, except: (a)...(1) Liens on fixed assets (1) of any Person at the time such Person becomes a Subsidiary and not created in contemplation of such event, (2) of any Person existing at the time such Person is merged or consolidated with or into the Borrower or a Subsidiary and not created in contemplation of such event and (3) existing prior to the acquisition of such fixed assets by the Borrower or a Subsidiary and not created in contemplation of such acquisition, provided that the aggregate principal amount outstanding of Debt secured by Liens permitted under this paragraph (1) may not exceed, at the time any such Person becomes a Subsidiary, or at the time of such merger or of acquisition of such assets, 5% of Consolidated Operating Income as of the end of the most recent completed Fiscal Year; and (m) Liens on assets other than the Collateral not otherwise permitted by the foregoing clauses of this Section securing Debt (other than indebtedness represented by the Notes) in an aggregate principal amount outstanding at the time any such Lien is created not to exceed 5% of Consolidated Operating Income as of the end of the most recent completed Fiscal Year: (a) Liens on fixed assets subject to paragraph (1):

Description of Lien and Property subject to same: Amount of Debt Secured: 1. $ ------------------------------------------------- ------------------------ 2. $ ------------------------------------------------- ------------------------ 3. $ ------------------------------------------------- ------------------------ 4. $ ------------------------------------------------- ------------------------ 5. $ ------------------------------------------------- ------------------------ Total of items 1-7 $ ======================== (b) Consolidated Operating Income $ ------------------------ (c) 5% of (b) $ ----------------- Limitation: (a) may not exceed c) $ ------------------------ (d) Liens on other assets subject to paragraph (m):

Description of Lien and Property subject to same: Amount of Debt Secured: 1. $ ------------------------------------------------- ------------------------ 2. $ ------------------------------------------------- ------------------------

47 3. $ ------------------------------------------------- ------------------------ 4. $ ------------------------------------------------- ------------------------ 5. $ ------------------------------------------------- ------------------------ 6. $ ------------------------------------------------- ------------------------ 7. $ ------------------------------------------------- ------------------------ Total of items 1-7 $ ======================== Limitation (d) may not exceed (c) 48 5. Sales of Assets (Section 5.10) ... (d) the foregoing limitation on the sale, lease or other transfer of assets and on the discontinuation or elimination of a business line or segment shall not prohibit... (iii) subject to the mandatory prepayment provisions of Section 2.08, during any Fiscal Quarter, a transfer of other assets (including, but not limited to sale/leaseback transactions) in an arm's-length transaction for fair market value or the discontinuance or elimination of a business line or segment (in a single transaction or in a series of related transactions) unless the aggregate assets to be so transferred or utilized in a business line or segment to be so discontinued, when combined with all other assets transferred, and all other assets utilized in all other business lines or segments discontinued, during such Fiscal Quarter and the immediately preceding three Fiscal Quarters (excluding, however, transfers of assets permitted by clauses (d) (i) and (ii) of this Section) had a book value more than $5,000,000, provided in each of the foregoing such cases no Default shall have occurred or will occur as a consequence thereof. (a) Asset sales permitted only under clause (iii) during current Fiscal Quarter $ ------------ (b) Asset sales permitted only under clause (iii) during prior 3 Fiscal Quarters $ ------------ (c) Sum of (a) and (b) $ ------------ Limitation: (c) may not exceed $5,000,000 49 6. Investments (Section 5.20) Neither the Borrower nor any of its Subsidiaries shall make Investments in any Person except: (a) Investments in (i) direct obligations of the United States Government maturing within one year, (ii) certificates of deposit issued by a commercial bank whose credit is satisfactory to the Agent, (iii) commercial paper rated Al or the equivalent thereof by S&P or P1 or the equivalent thereof by Moody's and in either case maturing within 6 months after the date of acquisition, (iv) tender bonds the payment of the principal of and interest on which is fully supported by a letter of credit issued by a United States bank whose long-term certificates of deposit are rated at least AA or the equivalent thereof by S&P and Aa or the equivalent thereof by Moody's, (v) deposits required by government agencies or public utilities, (b) Investments in existence on the Effective Date, (c) loans, advances or other Investments to or in Guarantors; (e) non-cash loans consisting of the deferred purchase price for acquisition of Capital Stock of the Borrower by employees pursuant to the 2001 Stock Plan dated on or about the Effective Date; and (e) other Investments which, in the aggregate since the Effective Date, do not exceed $1,000,000; provided, however, immediately after giving effect to the making of any Investment, no Event of Default shall have occurred and be continuing. (a) Investments permitted only under paragraph (e) during current Fiscal Quarter $ ------------ (b) Investments permitted only under paragraph (e) during all prior Fiscal Quarters from Effective Date $ ------------ (c) Sum of (a) and (b) $ ------------ Limitation: (c) may not exceed $1,000,000 50 7. Capital Expenditures (Section 5.23) At the end of each Fiscal Year, commencing with the Fiscal Quarter ending December 31, 2002, Capital Expenditures for such Fiscal Year shall not exceed the sum of: (i) the amount set forth below for the Fiscal Years set forth below; plus (ii) any unused amount from the prior Fiscal Year.

Fiscal Year Ending Capital Expenditure Limit December 31, 2002 $20,000,000 December 31, 2003 $20,000,000 December 31, 2004 $25,000,000 December 31, 2005 $25,000,000 December 31, 2006 $25,000,000

(a) Capital Expenditures Fiscal Year to Date $ ---------------- (b) carryover amount from prior Fiscal Year $ ---------------- (c) Sum of (a) and (b) $ ---------------- Limitation: (a) may not exceed (c) for current Fiscal Year 51 SCHEDULE - 1 Funded Debt Interest (a) Funded Debt Rate Maturity Total Secured $ - -------------------- --------- -------- ------------- $ - -------------------- --------- -------- ------------- $ - -------------------- --------- -------- ------------- $ - -------------------- --------- -------- ------------- $ - -------------------- --------- -------- ------------- Total Secured $ ------------- Unsecured $ - -------------------- --------- -------- ------------- $ - -------------------- --------- -------- ------------- $ - -------------------- --------- -------- ------------- $ - -------------------- --------- -------- ------------- $ - -------------------- --------- -------- ------------- Total Unsecured $ ------------- Guarantees $ - -------------------------------------------------------- ------------- $ - -------------------------------------------------------- ------------- Total $ ------------- Redeemable Preferred Stock $ ------------- Total $ ------------- Other Debt $ - -------------------------------------------------------- ------------- $ - -------------------------------------------------------- ------------- $ - -------------------------------------------------------- ------------- Total Funded Debt $ ============= 52 SCHEDULE - 2 EBITDA (a) ____ quarter ____ Net Income $ ------------ plus: interest expense $ ------------ income and franchise taxes $ ------------ depreciation expense $ ------------ amortization expense $ ------------ other non-cash items, extraordinary non-cash items, non-recurring and unusual non-cash items reducing Net Income $ ------------ cumulative effects of changes in accounting principles under GAAP reducing Net Income $ ------------ upfront expenses resulting from equity offerings, investments, mergers, recapitalizations, any Patrick Cash Payments, asset dispositions, asset acquisitions, and similar transactions reduce Net Income $ ------------ restructuring charges reducing Net Income $ ------------ charges arising from grant of stock or options to management $ ------------ losses on asset dispositions $ ------------ less: non-cash items, extraordinary non-cash items, non-recurring and unusual non-cash items increasing Net Income $ ------------ cumulative effects of changes in accounting principles under GAAP increasing such Net Income $ ------------ gains on asset dispositions $ ------------ TOTAL FOR QUARTER $ ------------ 53 (b) ____ quarter ____ Net Income $ ------------ plus: interest expense $ ------------ income and franchise taxes $ ------------ depreciation expense $ ------------ amortization expense $ ------------ other non-cash items, extraordinary non-cash items, non-recurring and unusual non-cash items reducing Net Income $ ------------ cumulative effects of changes in accounting principles under GAAP reducing Net Income $ ------------ upfront expenses resulting from equity offerings, investments, mergers, recapitalizations, any Patrick Cash Payments, asset dispositions, asset acquisitions, and similar transactions reduce Net Income $ ------------ restructuring charges reducing Net Income $ ------------ charges arising from grant of stock or options to management $ ------------ losses on asset dispositions $ ------------ less: non-cash items, extraordinary non-cash items, non-recurring and unusual non-cash items increasing Net Income $ ------------ cumulative effects of changes in accounting principles under GAAP increasing such Net Income $ ------------ gains on asset dispositions $ ------------ TOTAL FOR QUARTER $ ------------ 54 (c) ____ quarter ____ Net Income $ ------------ plus: interest expense $ ------------ income and franchise taxes $ ------------ depreciation expense $ ------------ amortization expense $ ------------ other non-cash items, extraordinary non-cash items, non-recurring and unusual non-cash items reducing Net Income $ ------------ cumulative effects of changes in accounting principles under GAAP reducing Net Income $ ------------ upfront expenses resulting from equity offerings, investments, mergers, recapitalizations, any Patrick Cash Payments, asset dispositions, asset acquisitions, and similar transactions reduce Net Income $ ------------ restructuring charges reducing Net Income $ ------------ charges arising from grant of stock or options to management $ ------------ losses on asset dispositions $ ------------ less: non-cash items, extraordinary non-cash items, non-recurring and unusual non-cash items increasing Net Income $ ------------ cumulative effects of changes in accounting principles under GAAP increasing such Net Income $ ------------ gains on asset dispositions $ ------------ TOTAL FOR QUARTER $ ------------ 55 (d) ____ quarter ____ Net Income $ ------------ plus: interest expense $ ------------ income and franchise taxes $ ------------ depreciation expense $ ------------ amortization expense $ ------------ other non-cash items, extraordinary non-cash items, non-recurring and unusual non-cash items reducing Net Income $ ------------ cumulative effects of changes in accounting principles under GAAP reducing Net Income $ ------------ upfront expenses resulting from equity offerings, investments, mergers, recapitalizations, any Patrick Cash Payments, asset dispositions, asset acquisitions, and similar transactions reduce Net Income $ ------------ restructuring charges reducing Net Income $ ------------ charges arising from grant of stock or options to management $ ------------ losses on asset dispositions $ ------------ less: non-cash items, extraordinary non-cash items, non-recurring and unusual non-cash items increasing Net Income $ ------------ cumulative effects of changes in accounting principles under GAAP increasing such Net Income $ ------------ gains on asset dispositions $ ------------ TOTAL FOR QUARTER $ ------------ Total EBITDA (sum of (a), (b), (c) and (d)) $ ------------ 56 SCHEDULE - 3 INTEREST EXPENSE ON FUNDED DEBT (a) ___ quarter ___ $ ------------ (b) ___ quarter ___ $ ------------ (c) ___ quarter ___ $ ------------ (d) ___ quarter ___ $ ------------ Total Interest Expense on Funded Debt (sum of (a), (b), (c) and (d)) $ ------------ 57 SCHEDULE - 4 EBITDAR (a) ___ quarter ___ Rental Obligations $ ------------ (b) ___ quarter ___ Rental Obligations $ ------------ (c) ___ quarter ___ Rental Obligations $ ------------ (d) ___ quarter ___ Rental Obligations $ ------------ (e) Total Rental Obligations (sum of (a), (b), (c) and (d)) $ ------------ (f) EBITDA (from Schedule 2) $ ------------ 58 EX-10.2 4 g85856exv10w2.txt EX-10.2 2ND AMENDMENT TO CREDIT AGREEMENT EXHIBIT 10.2 EXECUTION VERSION SECOND AMENDMENT TO CREDIT AGREEMENT This SECOND AMENDMENT TO CREDIT AGREEMENT (this "Amendment") is dated as of October 15, 2003 and entered into by and among CARMIKE CINEMAS, INC., a Delaware corporation ("Carmike") and EASTWYNN THEATRES, INC., an Alabama corporation ("Eastwynn"), (Eastwynn and Carmike are sometimes collectively referred to herein as the "Borrowers" and individually as a "Borrower"); the other Credit Parties signatory hereto; GENERAL ELECTRIC CAPITAL CORPORATION, a Delaware corporation (in its individual capacity, "GE Capital"), for itself, as Lender, and as Agent for Lenders (in such capacity, the "Agent"), and the other Lenders signatory hereto from time to time. RECITALS WHEREAS, Borrowers, Lenders, other Credit Parties, and Agent are parties to that certain Credit Agreement dated as of January 31, 2002, as amended by that certain First Amendment dated as of June 21, 2002 (as amended, the "Credit Agreement"); and WHEREAS, Borrowers have requested and Lenders and Agent have agreed to the amendments to the Credit Agreement set forth herein subject to the terms and conditions set forth herein; and NOW, THEREFORE, in consideration of the mutual covenants and agreements contained herein, and for other good and valuable consideration, the receipt and sufficiency of which are hereby acknowledged, the parties agree that all capitalized terms used herein shall have the meanings ascribed thereto in the Credit Agreement, except as otherwise defined or limited herein, and further agree, subject to the conditions precedent to this Amendment hereinafter set forth, as follows: SECTION 1. AMENDMENTS TO THE CREDIT AGREEMENT Annex G of the Credit Agreement is hereby amended and modified by deleting therefrom clause (a) in its entirety and inserting the following in substitution thereof: "(a) Maximum Capital Expenditures. Borrowers and their Subsidiaries on a consolidated basis shall not make Capital Expenditures during the following periods that exceed in the aggregate the amounts set forth opposite each of such periods:

Period Maximum Capital Expenditures per Period ------ --------------------------------------- January 1, 2003 through December 31, 2003 $20,000,000 January 1, 2004 through December 31, 2004 $25,000,000 January 1, 2005 through December 31, 2005 $25,000,000 January 1, 2006 through December 31, 2006 $25,000,000

provided, however, that the amount of permitted Capital Expenditures referenced above will be increased in any period referenced above by the positive amount equal to the difference obtained by subtracting the actual amount of Capital Expenditures expended from and after January 1, 2003 through the last day of the prior period from the cumulative amount of Capital Expenditures permitted from January 1, 2003 through the last day of the prior period." SECTION 2. BORROWERS' REPRESENTATIONS AND WARRANTIES In order to induce Lenders to enter into this Amendment and to amend the Credit Agreement in the manner provided herein, each the Credit Parties executing this Amendment represents and warrants to Agent and each Lender with respect to all Credit Parties, that the following statements are true, correct and complete: A. POWER AND AUTHORITY. Each Credit Party is a corporation, partnership or trust, as the case may be, duly organized, validly existing and in good standing under the laws of its state of organization. Each Credit Party has all requisite power and authority to enter into this Amendment and to carry out the transactions contemplated by, and perform its obligations under, the Credit Agreement as amended by this Amendment (as so amended, the "Amended Agreement"). B. AUTHORIZATION OF AGREEMENT. The execution and delivery of this Amendment and the performance of the Amended Agreement have been duly authorized by all necessary action on the part of each Credit Party. C. NO CONFLICT. The execution and delivery by each Credit Party of this Amendment and the performance by Borrowers of the Amended Agreement do not and will not (i) violate any provision of any law or any governmental rule or regulation applicable to any Credit Party, the organizational documents of any Credit Party or any order, judgment or decree of any court or other agency of government binding on any Credit Party, (ii) conflict with, result in a breach of or constitute (with due notice or lapse of time or both) a default under any agreement, document or instrument to which any Credit Party is a party, (iii) result in or require the creation or imposition of any Lien upon any of the properties or assets of any Credit Party (other than any Liens created under any of the Loan Documents in favor of Agent or the Lenders), or (iv) require any approval of stockholders or any approval or consent of any Person under any agreement, document or instrument of which any Credit Party is a party. D. GOVERNMENTAL CONSENTS. The execution and delivery by each Credit Party of this Amendment and the performance by Borrowers of the Amended Agreement do not and will not require any registration with, consent or approval of, or notice to, or other action to, with or by, any federal, state or other governmental authority or regulatory body, except for filings required in connection with the perfection of the security interests or the exercise of the rights granted pursuant to the Collateral Documents. E. BINDING OBLIGATION. This Amendment and the Amended Agreement have been duly executed and delivered by each Credit Party which is a party thereto and are the legally valid and binding obligations of each such Credit Party, enforceable against each such Credit Party in accordance with their respective terms, except as may be limited by bankruptcy, insolvency, reorganization, moratorium or similar laws relating to or limiting creditors' rights generally or by equitable principles relating to enforceability. F. INCORPORATION OF REPRESENTATIONS AND WARRANTIES FROM CREDIT AGREEMENT. The representations and warranties contained in Section 3 of the Credit Agreement are and will be true, correct and complete in all material respects on and as of the effective date hereof to the same extent as though made on and as of that date, except to the extent such representations and warranties specifically relate to an earlier date, in which case they were true, correct and complete in all material respects on and as of such earlier date. G. ABSENCE OF DEFAULT. No event has occurred and is continuing or will result from the consummation of the transactions contemplated by this Amendment that would constitute a Default or an Event of Default. SECTION 3. CONDITIONS TO EFFECTIVENESS Section 1 of this Amendment shall become effective upon the prior or concurrent satisfaction of all of the following conditions precedent (the date of satisfaction of such conditions being referred to herein as the "Second Amendment Date"): A. EFFECTIVENESS. Agent shall have received a counterpart hereof executed by Borrowers, each Credit Party and Agent and, if applicable, a written or telephonic notification of such execution and authorization of delivery thereof. B. AMENDMENT FEE. As additional consideration to enter into this Amendment, a non-refundable amendment fee in the aggregate amount of $75,000.00, which amendment fee shall be fully earned by and payable to Agent for the pro rata benefit of Lenders, on the Second Amendment Date. C. CONSENTS. Agent shall have received evidence satisfactory to it that the Amendment does not (x) conflict with, result in a breach of or constitute (with due notice or lapse of time or both) a default under any Loan Documents or (y) require any approval or consent of any Person under any such Loan Document except for such approvals or consents which shall have been obtained on or before the Second Amendment Date. D. POST-CONFIRMATION CREDIT AGREEMENT. Agent shall have received evidence satisfactory to it that the Post-Confirmation Credit Agreement has been amended so as to permit the Borrowers to incur Capital Expenditures consistent with those provided in this Amendment for the Fiscal Years ending on and after December 31, 2003. SECTION 4. MISCELLANEOUS A. REFERENCE TO AND EFFECT ON THE CREDIT AGREEMENT AND THE OTHER LOAN DOCUMENTS. (i) On and after the Second Amendment Date, each reference in the Credit Agreement to "this Agreement", "hereunder", "hereof", "herein" or words of like import referring to the Credit Agreement, and each reference in the other Loan Documents to the "Credit Agreement", "thereunder", "thereof" or words of like import referring to the Credit Agreement shall mean and be a reference to the Amended Agreement. (ii) Except as specifically amended by this Amendment or as set forth herein, the terms, provisions and conditions of the Credit Agreement and the other Loan Documents shall remain in full force and effect and in all other respects are hereby ratified and confirmed. (iii) The execution, delivery and performance of this Amendment shall not, except as expressly provided herein, constitute a waiver of any provision of, or operate as a waiver of any right, power or remedy of Agent or Lenders under, the Credit Agreement or any of the other Loan Documents. B. FEES AND EXPENSES. Borrowers acknowledge that all costs, fees and expenses as described in Section 11.3 of the Credit Agreement incurred by Agent's counsel with respect to this Amendment and the documents and transactions contemplated hereby shall be for the account of Borrowers. C. HEADINGS. Section and subsection headings in this Amendment are included herein for convenience of reference only and shall not constitute a part of this Amendment for any other purpose or be given any substantive effect. D. APPLICABLE LAW. THIS AMENDMENT AND THE RIGHTS AND OBLIGATIONS OF THE PARTIES HEREUNDER SHALL BE GOVERNED BY, AND SHALL BE CONSTRUED AND ENFORCED IN ACCORDANCE WITH, THE INTERNAL LAWS OF THE STATE OF NEW YORK (INCLUDING WITHOUT LIMITATION SECTION 5-1401 AND SECTION 5-1402 OF THE GENERAL OBLIGATIONS LAW OF THE STATE OF NEW YORK), WITHOUT REGARD TO CONFLICTS OF LAWS PRINCIPLES. EACH CREDIT PARTY HEREBY CONSENTS AND AGREES THAT THE STATE OR FEDERAL COURTS LOCATED IN CITY OF ATLANTA, COUNTY OF FULTON SHALL HAVE NON-EXCLUSIVE JURISDICTION TO HEAR AND DETERMINE ANY CLAIMS OR DISPUTES BETWEEN THE CREDIT PARTIES, AGENT AND LENDERS PERTAINING TO THIS AMENDMENT OR ANY OF THE OTHER LOAN DOCUMENTS OR TO ANY MATTER ARISING OUT OF OR RELATING TO THIS AMENDMENT OR ANY OF THE OTHER LOAN DOCUMENTS; PROVIDED, THAT AGENT, LENDERS AND THE CREDIT PARTIES ACKNOWLEDGE THAT ANY APPEALS FROM THOSE COURTS MAY HAVE TO BE HEARD BY A COURT LOCATED OUTSIDE OF FULTON COUNTY; PROVIDED FURTHER, THAT NOTHING IN THIS AMENDMENT SHALL BE DEEMED OR OPERATE TO PRECLUDE AGENT FROM BRINGING SUIT OR TAKING OTHER LEGAL ACTION IN ANY OTHER JURISDICTION TO REALIZE ON THE COLLATERAL OR ANY OTHER SECURITY FOR THE OBLIGATIONS, OR TO ENFORCE A JUDGMENT OR OTHER COURT ORDER IN FAVOR OF AGENT. EACH CREDIT PARTY EXPRESSLY SUBMITS AND CONSENTS IN ADVANCE TO SUCH JURISDICTION IN ANY ACTION OR SUIT COMMENCED IN ANY SUCH COURT, AND EACH CREDIT PARTY HEREBY WAIVES ANY OBJECTION THAT SUCH CREDIT PARTY MAY HAVE BASED UPON LACK OF PERSONAL JURISDICTION, IMPROPER VENUE OR FORUM NON CONVENIENS AND HEREBY CONSENTS TO THE GRANTING OF SUCH LEGAL OR EQUITABLE RELIEF AS IS DEEMED APPROPRIATE BY SUCH COURT. EACH CREDIT PARTY HEREBY WAIVES PERSONAL SERVICE OF THE SUMMONS, COMPLAINT AND OTHER PROCESS ISSUED IN ANY SUCH ACTION OR SUIT AND AGREES THAT SERVICE OF SUCH SUMMONS, COMPLAINTS AND OTHER PROCESS MAY BE MADE BY REGISTERED OR CERTIFIED MAIL ADDRESSED TO SUCH CREDIT PARTY AT THE ADDRESS SET FORTH IN ANNEX I OF THE CREDIT AGREEMENT AND THAT SERVICE SO MADE SHALL BE DEEMED COMPLETED UPON THE EARLIER OF SUCH CREDIT PARTY'S ACTUAL RECEIPT THEREOF OR 3 DAYS AFTER DEPOSIT IN THE UNITED STATES MAILS, PROPER POSTAGE PREPAID. E. COUNTERPARTS; EFFECTIVENESS. This Amendment may be executed in any number of counterparts and by different parties hereto in separate counterparts, each of which when so executed and delivered shall be deemed an original, but all such counterparts together shall constitute but one and the same instrument; signature pages may be detached from multiple separate counterparts and attached to a single counterpart so that all signature pages are physically attached to the same document. [REMAINDER OF PAGE INTENTIONALLY LEFT BLANK] IN WITNESS WHEREOF, the parties hereto have caused this Amendment to be duly executed and delivered by their respective officers thereunto duly authorized as of the date first written above. CARMIKE CINEMAS, INC., a Delaware corporation, as a Borrower By: /s/ MARTIN A. DURANT -------------------------------------- Name: MARTIN A. DURANT -------------------------------- Title: Senior Vice President - CFO -------------------------------- EASTWYNN THEATRES, INC., an Alabama corporation, as a Borrower By: /s/ MARTIN A. DURANT -------------------------------------- Name: MARTIN A. DURANT -------------------------------- Title: Senior Vice President - CFO -------------------------------- GENERAL ELECTRIC CAPITAL CORPORATION, a Delaware corporation, as Agent and a Lender By: /s/ RICHARD W. VARALLA -------------------------------------- Name: RICHARD W. VARALLA -------------------------------- Title: DULY AUTHORIZED SIGNATORY -------------------------------- WELLS FARGO FOOTHILL, INC., a California corporation, as a Lender By: /s/ LISA COOLEY -------------------------------------- Name: LISA COOLEY -------------------------------- Title: Vice President -------------------------------- S-1 WOODEN NICKEL PUB, INC., a Delaware corporation, as a Credit Party By: /s/ MARTIN A. DURANT -------------------------------------- Name: MARTIN A. DURANT -------------------------------- Title: Senior Vice President -------------------------------- MILITARY SERVICES, INC., a Delaware corporation, as a Credit Party By: /s/ MARTIN A. DURANT -------------------------------------- Name: MARTIN A. DURANT -------------------------------- Title: Senior Vice President -------------------------------- S-2 EX-31.1 5 g85856exv31w1.htm EX-31.1 SECTION 302 CERTIFICATION OF THE CEO

Exhibit 31.1

Certifications

I, Michael W. Patrick, certify that:

1.	I have reviewed this quarterly report on Form 10-Q of Carmike Cinemas, Inc.;
2.	Based on my knowledge, this report does not contain any untrue statement of a material fact or omit to state a material fact necessary to make the statements made, in light of the circumstances under which such statements were made, not misleading with respect to the period covered by this report;
3.	Based on my knowledge, the financial statements, and other financial information included in this report, fairly present in all material respects the financial condition, results of operations and cash flows of the registrant as of, and for, the periods presented in this report;
4.	The registrant’s other certifying officer and I are responsible for establishing and maintaining disclosure controls and procedures (as defined in Exchange Act Rules 13a-15(e) and 15d-15(e), for the registrant and have:

a)	Designed such disclosure controls and procedures, or caused such disclosure controls and procedures to be designed under our supervision, to ensure that material information relating to the registrant, including its consolidated subsidiaries, is made known to us by others within those entities, particularly during the period in which this report is being prepared;
b)	Evaluated the effectiveness of the registrant’s disclosure controls and procedures and presented in this report our conclusions about the effectiveness of the disclosure controls and procedures, as of the end of the period covered by this report based on such evaluation; and
c)	Disclosed in this report any changes in the registrant’s internal control over financial reporting that occurred during the registrant’s most recent fiscal quarter that has materially affected, or is reasonably likely to materially affect, the registrant’s internal control over financial reporting; and

5. The registrant’s other certifying officer and I have disclosed, based on our most recent evaluation of internal control over financial reporting, to the registrant’s auditors and the audit committee of the registrant’s board of directors (or persons performing the equivalent functions):

a) All significant deficiencies and material weaknesses in the design or operation of internal control over financial reporting which are reasonably likely to adversely affect the registrant’s ability to record, process, summarize and report financial information; and

b) Any fraud, whether or not material, that involves management or other employees who have a significant role in the registrant’s internal control over financial reporting.

November 14, 2003

/s/: Michael W. Patrick

Michael W. Patrick
President, Chief Executive Officer and
Chairman of the Board of Directors

EX-31.2 6 g85856exv31w2.htm EX-31.2 SECTION 302 CERTIFICATION OF THE CFO

Exhibit 31.2

Certifications

I, Martin A. Durant, certify that:

1.	I have reviewed this quarterly report on Form 10-Q of Carmike Cinemas, Inc.;
2.	Based on my knowledge, this report does not contain any untrue statement of a material fact or omit to state a material fact necessary to make the statements made, in light of the circumstances under which such statements were made, not misleading with respect to the period covered by this report;
3.	Based on my knowledge, the financial statements, and other financial information included in this report, fairly present in all material respects the financial condition, results of operations and cash flows of the registrant as of, and for, the periods presented in this report;
4.	The registrant’s other certifying officer and I are responsible for establishing and maintaining disclosure controls and procedures (as defined in Exchange Act Rules 13a-15(e) and 15d-15(e), for the registrant and have:

a)	Designed such disclosure controls and procedures, or caused such disclosure controls and procedures to be designed under our supervision, to ensure that material information relating to the registrant, including its consolidated subsidiaries, is made known to us by others within those entities, particularly during the period in which this report is being prepared;
b)	Evaluated the effectiveness of the registrant’s disclosure controls and procedures and presented in this report our conclusions about the effectiveness of the disclosure controls and procedures, as of the end of the period covered by this report based on such evaluation; and
c)	Disclosed in this report any changes in the registrant’s internal control over financial reporting that occurred during the registrant’s most recent fiscal quarter that has materially affected, or is reasonably likely to materially affect, the registrant’s internal control over financial reporting; and

5. The registrant’s other certifying officer and I have disclosed, based on our most recent evaluation of internal control over financial reporting, to the registrant’s auditors and the audit committee of the registrant’s board of directors (or persons performing the equivalent functions):

a) All significant deficiencies and material weaknesses in the design or operation of internal control over financial reporting which are reasonably likely to adversely affect the registrant’s ability to record, process, summarize and report financial information; and

b) Any fraud, whether or not material, that involves management or other employees who have a significant role in the registrant’s internal control over financial reporting.

November 14, 2003

/s/: Martin A. Durant

Martin A. Durant
Senior Vice President — Finance,
Treasurer and Chief Financial Officer

EX-32.1 7 g85856exv32w1.htm EX-32.1 SECTION 906 CERTIFICATION OF THE CEO

Exhibit 32.1

CERTIFICATION PURSUANT TO 18 U.S.C. SECTION 1350,

AS ADOPTED PURSUANT TO SECTION 906 OF THE

SARBANES-OXLEY ACT OF 2002

     Pursuant to Section 906 of the Sarbanes-Oxley Act of 2002 and in connection with the Quarterly Report on Form 10-Q of Carmike Cinemas, Inc. (the “Corporation”) for the period ended September 30, 2003, as filed with the Securities and Exchange Commission on the date hereof (the “Report”), the undersigned, the President, Chief Executive Officer and Chairman of the Board of Directors of the Corporation, certifies that:

     (1)   The Report fully complies with the requirements of Section 13(a) or 15(d) of the Securities Exchange Act of 1934; and

     (2)   The information contained in the Report fairly presents, in all material respects, the financial condition and results of operations of the Corporation.

/s/: Michael W. Patrick

Michael W. Patrick
President, Chief Executive Officer and
Chairman of the Board of Directors
November 14, 2003

EX-32.2 8 g85856exv32w2.htm EX-32.2 SECTION 906 CERTIFICATION OF THE CFO

Exhibit 32.2

CERTIFICATION PURSUANT TO 18 U.S.C. SECTION 1350,

AS ADOPTED PURSUANT TO SECTION 906 OF THE

SARBANES-OXLEY ACT OF 2002

     Pursuant to Section 906 of the Sarbanes-Oxley Act of 2002 and in connection with the Quarterly Report on Form 10-Q of Carmike Cinemas, Inc. (the “Corporation”) for the period ended September 30, 2003, as filed with the Securities and Exchange Commission on the date hereof (the “Report”), the undersigned, the Senior Vice President — Finance, Treasurer and Chief Financial Officer of the Corporation, certifies that:

     (1)   The Report fully complies with the requirements of Section 13(a) or 15(d) of the Securities Exchange Act of 1934; and

     (2)   The information contained in the Report fairly presents, in all material respects, the financial condition and results of operations of the Corporation.

/s/: Martin A. Durant

Martin A. Durant
Senior Vice President — Finance,
Treasurer and Chief Financial Officer
November 14, 2003

-----END PRIVACY-ENHANCED MESSAGE-----

EX-10.1

                                                                   EXHIBIT 10.1


                 FIRST AMENDMENT TO TERM LOAN CREDIT AGREEMENT


         THIS FIRST AMENDMENT TO TERM LOAN CREDIT AGREEMENT (this "First
Amendment") is dated as of October 15, 2003, among CARMIKE CINEMAS, INC. (the
"Borrower"), BNY ASSET SOLUTIONS LLC, as Administrative Agent (the
"Administrative Agent") and the Lenders signatory hereto (collectively, the
"Lenders");

                                  WITNESSETH:

         WHEREAS, the Borrower, the Administrative Agent and the Lenders party
thereto executed and delivered that certain Term Loan Credit Agreement, dated
as of January 31, 2002 (the "Credit Agreement");

         WHEREAS, the Borrower has requested and the Administrative Agent and
the Required Lenders have agreed to certain amendments to the Credit Agreement
pertaining to the covenant regarding Capital Expenditures, subject to the terms
and conditions hereof;

         NOW, THEREFORE, for and in consideration of the above premises and
other good and valuable consideration, the receipt and sufficiency of which
hereby is acknowledged by the parties hereto, the Borrower, the Administrative
Agent and the Lenders hereby covenant and agree as follows:

         1.       Definitions. Unless otherwise specifically defined herein,
each term used herein which is defined in the Credit Agreement shall have the
meaning assigned to such term in the Credit Agreement. Each reference to
"hereof, "hereunder", "herein" and "hereby" and each other similar reference
and each reference to "this Agreement" and each other similar reference
contained in the Credit Agreement shall from and after the date hereof refer to
the Credit Agreement as amended hereby.

         2.       Amendment to Section 5.23. Section 5.23 of the Credit
Agreement hereby is amended by deleting it in its entirely and substituting
therefor the following:

                           Section 5.23  Capital Expenditures.

                  At the end of each Fiscal Year, commencing with the Fiscal
                  Quarter ending December 31, 2002, Capital Expenditures for
                  such Fiscal Year shall not exceed the sum of: (i) the amount
                  set forth below for the Fiscal Years set forth below; plus
                  (ii) any unused amount from the prior Fiscal Year.




                           Fiscal Year Ending                    Capital Expenditure Limit
                           ------------------                    -------------------------

                                                              
                           December 31, 2002                      $20,000,000
                           December 31, 2003                      $20,000,000
                           December 31, 2004                      $25,000,000
                           December 31, 2005                      $25,000,000
                           December 31, 2006                      $25,000,000.




         3.       Amendment to Exhibit F (Form of Compliance Certificate).
Exhibit F to the Credit Agreement hereby is deleted and Exhibit F attached
hereto is substituted therefor.

         4.       Restatement of Representations and Warranties. The Borrower
hereby restates and renews each and every representation and warranty
heretofore made by it in the Credit Agreement and the other Loan Documents as
fully as if made on the date hereof (except where reference is made to a
specific date) and with specific reference to this First Amendment and all
other loan documents executed and/or delivered in connection herewith.

         5.       Effect of Amendment. Except as set forth expressly
hereinabove, all terms of the Credit Agreement and the other Loan Documents
shall be and remain in full force and effect, and shall constitute the legal,
valid, binding and enforceable obligations of the Borrower. The amendments
contained herein shall be deemed to have prospective application only, unless
otherwise specifically stated herein.

         6.       Ratification. The Borrower hereby restates, ratifies and
reaffirms each and every term, covenant and condition set forth in the Credit
Agreement and the other Loan Documents effective as of the date hereof.

         7.       Counterparts. This First Amendment may be executed in any
number of counterparts and by different parties hereto in separate counterparts
and delivered by facsimile, each of which when so executed and delivered
(including by facsimile) shall be deemed to be an original and all of which
counterparts, taken together, shall constitute but one and the same instrument.

         8.       Section References. Section titles and references used in
this First Amendment shall be without substantive meaning or content of any
kind whatsoever and are not a part of the agreements among the parties hereto
evidenced hereby.

         9.       No Default. To induce the Administrative Agent and the
Lenders to enter into this First Amendment and to continue to make advances
pursuant to the Credit Agreement, the Borrower hereby acknowledges and agrees
that, as of the date hereof, and after giving effect to the terms hereof, there
exists (i) no Default or Event of Default and (ii) no right of offset, defense,
counterclaim, claim or objection in favor of the Borrower arising out of or
with respect to any of the Loans or other obligations of the Borrower owed to
the Lenders under the Credit Agreement.

         10.      Further Assurances. The Borrower agrees to take such further
actions as the Administrative Agent shall reasonably request in connection
herewith to evidence the amendments herein contained.

         11.      Governing Law. This First Amendment shall be governed by and
construed and interpreted in accordance with, the laws of the State of New
York.

         12.      Conditions Precedent. This First Amendment shall become
effective only upon: (A) execution and delivery by facsimile to Jeff Scott, BNY
Asset Solutions LLC, facsimile no. 972-401-8557 (i) of this First Amendment by
the Borrower, the Administrative Agent and the Required Lenders and (ii) of the
Consent and Reaffirmation of Guarantors at the end hereof by


                                       2

each of the Guarantors; (B) evidence satisfactory to the Administrative Agent
that the Revolver Credit Agreement has been amended, or a waiver granted
thereunder, so as to permit the Borrower to incur Capital Expenditures up to
the amounts permitted by Section 5.23, as in effect by virtue of this First
Amendment, for the Fiscal Years ending on and after December 31, 2003; and (C)
payment to the Administrative Agent, for the ratable account of the Lenders, of
an amendment fee in the aggregate amount of $275,000.


                                       3

IN WITNESS WHEREOF, the Borrower, the Administrative Agent and each of the
Required Lenders has caused this First Amendment to be duly executed, under
seal, by its duly authorized officer as of the day and year first above written.


                                       CARMIKE CINEMAS, INC.,           (SEAL)
                                       as Borrower


                                       By: /s/ Martin A. Durant
                                           ------------------------------------
                                           Name:  Martin A. Durant
                                           Title: Senior Vice President - CFO



                                       4

                                       BNY ASSET SOLUTIONS LLC,
                                       as Administrative Agent            (SEAL)


APPROVED - LEGAL                       By: /s/ James D. Vincent
          9-23-03                          ------------------------------------
- --------  -------                          Name:  James D. Vincent
Initials   Date                            Title: President



                                       5

                                    AVIARY ASSOCIATES, LP,
                                    as a Term Lender

                                    By: Aviary Capital Enterprise, Inc.


                                    By:
                                       ----------------------------
                                       Name:
                                       Title:




                                       6

                                    BROOKVILLE CAPITAL MASTER FUND
                                    LP, as a Term Lender


                                    By: /s/ David Reiss
                                       ----------------------------
                                       Name: David Reiss
                                       Title:



                                       7

                                   CALIFORNIA PUBLIC EMPLOYEES
                                   RETIREMENT SYSTEM, as a Term Lender

                                   By: Highland Capital Management, L.P.,
                                       as Authorized Representative of the Board


                                   By: /s/ Todd Travers
                                      ---------------------------
                                      Name: Todd Travers
                                      Title: Senior Portfolio Manager
                                             Highland Capital Management, L.P.



                                       8

                                    CONTINENTAL ASSURANCE COMPANY,
                                    ON BEHALF OF ITS SEPARATE ACCOUNT
                                    (E), as a Term Lender


                                    By: /s/ Marilou R. McGirr
                                       ---------------------------
                                       Name: Marilou R. McGirr
                                       Title: Vice President

                                                      Form Approved
                                                      by Law Dept.
                                                          MDC
                                                          ---



                                       9



                                       CONTINENTAL CASUALTY COMPANY,
                                       as a Term Lender


                                       By: /s/ Marilou R. McGirr
                                       ---------------------------------------
                                       Name: Marilou R. McGirr
                                       Title: Vice President














                                       10





                                       CREDIT SUISSE FIRST BOSTON
                                       INTERNATIONAL, as a Term Lender


                                       By: /s/ Steven Martin
                                       ---------------------------------------
                                       Name: Mr. Steven Martin
                                       Title: Vice President














                                       11




                                       DK ACQUISITION PARTNERS, L.P.,
                                       as a Term Lender


                                       By: /s/ Thomas L. Kempner
                                       ---------------------------------------
                                       Name: Thomas L. Kempner
                                       Title: General Partner














                                       12





                                       EOS PARTNERS, L.P., as a Term Lender


                                       By: /s/ Tal Gurion
                                       ---------------------------------------
                                       Name: Tal Gurion
                                       Title: Principal














                                       13




                                       FRANKLIN FLOATING RATE DAILY
                                       ACCESS FUND, as a Term Lender


                                       By: /s/ Richard Hsu
                                       ---------------------------------------
                                       Name: Richard Hsu
                                       Title: Asst. Vice President














                                       14


                                                 FRANKLIN FLOATING RATE MASTER
                                                 SERIES FUND, as a Term Lender


                                                 By: /s/ Richard Hsu
                                                     ---------------------------
                                                     Name: Richard Hsu
                                                     Title: Asst. Vice President


                                       15

                                                 FRANKLIN FLOATING RATE TRUST,
                                                 as a Term Lender


                                                 By: /s/ Richard Hsu
                                                     ---------------------------
                                                     Name: Richard Hsu
                                                     Title: Asst. Vice President


                                      16

                                                 GENERAL ELECTRIC CAPITAL
                                                 CORPORATION, as a Term Lender


                                                 By:
                                                     ---------------------------
                                                     Name:
                                                     Title:


                                      17

                                                 GOLDMAN SACHS CREDIT PARTNERS
                                                 L.P., as a Term Lender


                                                 By: /s/ Pedro Ramirez
                                                     ---------------------------
                                                     Name: Pedro Ramirez
                                                     Title: Authorized Signatory


                                      18

                                                 GSC PARTNERS GEMINI FUND
                                                 LIMITED, as a Term Lender


                                                 By: /s/ Seth Katzenstein
                                                     ---------------------------
                                                     Name: Seth Katzenstein
                                                     Title: Vice President


                                      19

                                                 KZH HIGHLAND-2 LLC,
                                                 as a Term Lender


                                                 By:
                                                     ---------------------------
                                                     Name:
                                                     Title:


                                      20

                           LIBERTY FLOATING RATE ADVANTAGE
                           FUND, as a Term Lender


                           By: Columbia Management Advisors, Inc.,
                               as Advisor



                           By: /s/ James R. Fellows
                              ---------------------------------------------
                              Name:  James R. Fellows
                              Title: Sr. Vice President & Portfolio Manager


                                       21

                                   MW POST OPPORTUNITY OFFSHORE
                                   FUND, LTD., as a Term Lender



                                   By: /s/  Henry Chyung
                                      ---------------------
                                      Name: Henry Chyung
                                      Title: Credit Analyst


                                       22



                                    OPPENHEIMER SENIOR FLOATING RATE
                                    FUND, as a Term Lender


                                    By: /s/ Bill Campbell
                                       ---------------------------
                                       Name: Bill Campbell
                                       Title: Manager



                                       23

                                    POST HIGH YIELD, LP, as a Term Lender


                                    By: /s/ Henry Chyung
                                       -----------------------
                                       Name: Henry Chyung
                                       Title: Credit Analyst



                                       24

                                    POST OPPORTUNITY FUND, LP, as a Term
                                    Lender


                                    By: /s/ Henry Chyung
                                       ---------------------------
                                       Name: Henry Chyung
                                       Title: Credit Analyst



                                       25

                                    PUTNAM DIVERSIFIED INCOME TRUST,
                                    as a Term Lender


                                    By: /s/  Beth Mazor
                                       -----------------------
                                       Name: Beth Mazor
                                       Title: Vice President



                                       26

                                       PUTNAM HIGH YIELD ADVANTAGE TRUST,
                                       as a Term Lender


                                       By: /s/ Beth Mazor
                                           ---------------------------------
                                           Name:  Beth Mazor
                                           Title: Vice President


                                      27

                                       PUTNAM HIGH YIELD TRUST,
                                       as a Term Lender


                                       By: /s/ Beth Mazor
                                           ---------------------------------
                                           Name:  Beth Mazor
                                           Title: Vice President


                                      28

                                       PUTNAM MASTER INCOME TRUST,
                                       as a Term Lender


                                       By: /s/ Beth Mazor
                                           ---------------------------------
                                           Name:  Beth Mazor
                                           Title: Vice President


                                      29

                                       PUTNAM MASTER INTERMEDIATE INCOME TRUST,
                                       as a Term Lender


                                       By: /s/ Beth Mazor
                                           ------------------------------------
                                           Name:  Beth Mazor
                                           Title: Vice President


                                      30

                                                 PUTNAM PREMIER INCOME TRUST,
                                                 as a Term Lender


                                                 By: /s/ Beth Mazor
                                                     ---------------------------
                                                     Name: Beth Mazor
                                                     Title: Vice President


                                      31

                                                 PUTNAM VARIABLE TRUST - PVT
                                                 DIVERSIFIED INCOME FUND,
                                                 as a Term Lender


                                                 By: /s/ Beth Mazor
                                                     ---------------------------
                                                     Name: Beth Mazor
                                                     Title: Vice President


                                      32

                                                 PUTNAM VARIABLE TRUST - PVT
                                                 HIGH YIELD FUND, as a Term
                                                 Lender


                                                 By: /s/ Beth Mazor
                                                     ---------------------------
                                                     Name: Beth Mazor
                                                     Title: Vice President


                                      33

                                    RCG ENDEAVOUR LLC, as a Term Lender


                                    By: Neil H. Rothenberg
                                       ---------------------------
                                       Name: Neil Rothenberg
                                       Title: Managing Director



                                       34

                                    RESTORATION FUNDING CLO, LTD, as a
                                    Term Lender

                                    By: Highland Capital Management, L.P.,
                                        as Collateral Manager


                                    By: /s/ Todd Travers
                                       ----------------------------------------
                                       Name:  Todd Travers
                                       Title: Senior Portfolio Manager
                                              Highland Capital Management, L.P.



                                       35

                                    SPCP GROUP LLC, as a Term Lender


                                    By: /s/ Edward A. Mule
                                       ----------------------------
                                       Name:
                                       Title:



                                       36

                                       STEIN ROE FLOATING RATE LIMITED
                                       LIABILITY COMPANY, as a Term Lender


                                       By: Columbia Management Advisers, Inc.,
                                           as Advisor


                                       By: /s/ James R. Fellows
                                           ---------------------------------
                                           Name:  James R. Fellows
                                           Title: Sr. Vice President &
                                                  Portfolio Manager


                                      37

                                       TRS THEBE LLC, as a Term Lender


                                       By: /s/ Alice L. Wagner
                                           ---------------------------------
                                           Name:  Alice L. Wagner
                                           Title: Vice President


                                      38

                    This page is intentionally left blank.


                                      39

                                    VAN KAMPEN SENIOR LOAN FUND, as a Term
                                    Lender


                                    By:
                                       ----------------------------------------
                                       Name:
                                       Title:


                                      40

                                    VAN KAMPEN SENIOR INCOME TRUST, as a Term
                                    Lender


                                    By:
                                       ----------------------------------------
                                       Name:
                                       Title:


                                      41

                    CONSENT AND REAFFIRMATION OF GUARANTORS

         Each of the undersigned (i) acknowledges receipt of the foregoing
First Amendment to Term Loan Credit Agreement (the "First Amendment"), (ii)
consents to the execution and delivery of the First Amendment by the parties
thereto and (iii) reaffirms all of its obligations and covenants under the
Guaranty dated as of January 31, 2002 executed by it, and agrees that none of
such obligations and covenants shall be affected by the execution and delivery
of the First Amendment. This Consent and Reaffirmation may be executed in any
number of counterparts and by different parties hereto in separate
counterparts, each of which when so executed and delivered shall be deemed to
be an original and all of which counterparts, taken together, shall constitute
but one and the same instrument


                                    WOODENNICKEL PUB, INC.              (SEAL)


                                    By: /s/ Martin A. Durant
                                       ----------------------------------------
                                       Title: Senior Vice President


                                    MILITARY SERVICE, INC.              (SEAL)


                                    By: /s/ Martin A. Durant
                                       ----------------------------------------
                                       Title: Senior Vice President


                                    EASTWYNN THEATERS, INC.             (SEAL)


                                    By: /s/ Martin A. Durant
                                       ----------------------------------------
                                       Title: Senior Vice President



                                      42

                                   EXHIBIT F

                         FORM OF COMPLIANCE CERTIFICATE

         Reference is made to the Term Loan Credit Agreement dated as of
January 31, 2002 (as amended by First Amendment to Credit Agreement dated as of
September ____________, 2003, and as thereafter amended, supplemented or
otherwise modified from time to time, the "Credit Agreement"), among Carmike
Cinemas, Inc., the Lenders from time to time parties thereto, and BNY Asset
Solutions LLC, as Administrative Agent. Capitalized terms used herein shall
have the meanings ascribed thereto in the Credit Agreement.

         Pursuant to Section 5.0l(c) of the Credit Agreement,
______________________________, the duly authorized ___________________________,
of Carmike Cinemas, Inc., hereby certifies to the Administrative Agent and the
Lenders that the information contained in the Compliance Check List attached
hereto is true, accurate and complete as of ___________________, 20__, and that
no Default or Event of Default is in existence on and as of the date hereof.


                                    CARMIKE CINEMAS, INC.


                                    By:
                                    Title:


                                      43

1.       Ratio of Funded Debt to EBITDA (Section 5.03) At the end of each Fiscal
Quarter, commencing with the Fiscal Quarter ending March 31, 2002, the ratio of
Funded Debt to EBITDA for the period of 4 consecutive Fiscal Quarters ending on
such date shall not be greater than the applicable ratio provided in the
following table:




                  Fiscal Quarter Ending                      Applicable Ratio
                  ---------------------                      ----------------
                                                          
                  March 31, 2002 through
                  December 31, 2002                            7.25 to 1.0
                  March 31, 2003 through
                  December 31, 2003                            7.00 to 1.0
                  March 31, 2004 through
                  December 31, 2004                            6.75 to 1.0
                  March 31, 2005 through
                  December 31, 2005                            6.25 to 1.0
                  Each Fiscal Quarter                          5.75 to 1.0
             (a)  Funded Debt - Schedule 1                    $ __________
             (b)  EBITDA - Schedule 2                         $ __________
             (c)  actual ratio of (a) to (b)                    ___ to 1.0
                  Maximum ratio:                              [7.25 to 1.0]
                                                              [7.00 to 1.0]
                                                              [6.75 to 1.0]
                                                              [6.25 to 1.0]
                                                              [5.75 to 1.0]



                                      44

         2.       Interest Coverage Ratio (Section 5.04)

         At the end of each Fiscal Quarter, commencing with the Fiscal Quarter
         ending March 31, 2002, the ratio of EBITDA to interest expense on
         Funded Debt of the Borrower and its Subsidiaries, calculated on a
         consolidated basis at the end of such Fiscal Quarter for the period of
         4 consecutive Fiscal Quarters ending on such date, shall not be less
         than the applicable ratio provided in the following table:




                  Fiscal Quarter Ending                      Applicable Ratio
                  ---------------------                      ----------------
                                                          
                  March 31, 2002 through
                  December 31, 2002                            1.50 to 1.0
                  March 31, 2003 through
                  December 31, 2003                            1.55 to 1.0
                  March 31, 2004 through
                  December 31, 2004                            1.65 to 1.0
                  March 31, 2005 through
                  December 31, 2005                            1.75 to 1.0
                  Each Fiscal Quarter                          1.85 to 1.0
             (a)  EBITDA - Schedule 2                        $ ___________
             (b)  interest expense on Funded Debt -
                  Schedule 3                                 $ ___________
             (c)  actual ratio of (a) to (b)                   ____ to 1.0
                  Minimum ratio:                              [1.50 to 1.0]
                                                              [1.55 to 1.0]
                                                              [1.65 to 1.0]
                                                              [1.75 to 1.0]
                                                              [1.85 to 1.0]



                                      45

         3.       Ratio of EBITDAR to Fixed Charges (Section 5.06)

         At the end of each Fiscal Quarter, commencing with the Fiscal Quarter
         ending March 31, 2000, the ratio of EBITDAR to Fixed Charges, in each
         case for the period of 4 consecutive Fiscal Quarters ending on such
         date, shall not be less than the applicable ratio provided in the
         following table:




                  Fiscal Quarter Ending                      Applicable Ratio
                  ----------------------                     ----------------
                                                          
                  March 31, 2002 through
                  December 31, 2002                            1.0 to 1.0
                  March 31, 2003 through
                  December 31, 2003                            1.0 to 1.0
                  March 31, 2004 through
                  December 31, 2004                            1.0 to 1.0
                  March 31, 2005 through
                  December 31, 2005                            1.0 to 1.0
             (a)  EBITDAR - Schedule 4                       $ __________
             (b)  Interest expense on Funded Debt
                  - Schedule 3                               $ __________
             (c)  Rental Obligations - Schedule 4            $ __________
             (d)  Fixed Charges (sum of (b) and (c)          $ __________
             (e)  actual ratio of (a) to (d)                   ___ to 1.0
                  Minimum ratio:                               1.0 to 1.0



                                      46

         4.       Negative Pledge (Section 5.07)

         Neither the Borrower nor any Subsidiary will create, assume or suffer
         to exist any Lien on any asset now owned or hereafter acquired by it,
         except:

                  (a)...(1) Liens on fixed assets (1) of any Person at the time
         such Person becomes a Subsidiary and not created in contemplation of
         such event, (2) of any Person existing at the time such Person is
         merged or consolidated with or into the Borrower or a Subsidiary and
         not created in contemplation of such event and (3) existing prior to
         the acquisition of such fixed assets by the Borrower or a Subsidiary
         and not created in contemplation of such acquisition, provided that the
         aggregate principal amount outstanding of Debt secured by Liens
         permitted under this paragraph (1) may not exceed, at the time any such
         Person becomes a Subsidiary, or at the time of such merger or of
         acquisition of such assets, 5% of Consolidated Operating Income as of
         the end of the most recent completed Fiscal Year; and

                           (m)      Liens on assets other than the Collateral
         not otherwise permitted by the foregoing clauses of this Section
         securing Debt (other than indebtedness represented by the Notes) in an
         aggregate principal amount outstanding at the time any such Lien is
         created not to exceed 5% of Consolidated Operating Income as of the
         end of the most recent completed Fiscal Year:

         (a)      Liens on fixed assets subject to paragraph (1):




         Description of Lien and Property subject to same:              Amount of Debt Secured:

                                                                     
         1.                                                             $
            -------------------------------------------------             ------------------------

         2.                                                             $
            -------------------------------------------------             ------------------------

         3.                                                             $
            -------------------------------------------------             ------------------------

         4.                                                             $
            -------------------------------------------------             ------------------------

         5.                                                             $
            -------------------------------------------------             ------------------------

         Total of items 1-7                                             $
                                                                          ========================

         (b)  Consolidated Operating Income                             $
                                                                          ------------------------
         (c)  5% of (b)       $
                               -----------------
              Limitation: (a) may not exceed c)                         $
                                                                          ------------------------
         (d)  Liens on other assets subject to paragraph (m):



         Description of Lien and Property subject to same:               Amount of Debt Secured:

                                                                     
         1.                                                             $
            -------------------------------------------------             ------------------------

         2.                                                             $
            -------------------------------------------------             ------------------------



                                      47



                                                            
         3.                                                             $
            -------------------------------------------------             ------------------------

         4.                                                             $
            -------------------------------------------------             ------------------------

         5.                                                             $
            -------------------------------------------------             ------------------------

         6.                                                             $
            -------------------------------------------------             ------------------------

         7.                                                             $
            -------------------------------------------------             ------------------------

         Total of items 1-7                                             $
                                                                          ========================

              Limitation (d) may not exceed (c)


         


                                      48

         5.       Sales of Assets (Section 5.10)

              ... (d)      the foregoing limitation on the sale, lease or other
         transfer of assets and on the discontinuation or elimination of a
         business line or segment shall not prohibit... (iii) subject to the
         mandatory prepayment provisions of Section 2.08, during any Fiscal
         Quarter, a transfer of other assets (including, but not limited to
         sale/leaseback transactions) in an arm's-length transaction for fair
         market value or the discontinuance or elimination of a business line
         or segment (in a single transaction or in a series of related
         transactions) unless the aggregate assets to be so transferred or
         utilized in a business line or segment to be so discontinued, when
         combined with all other assets transferred, and all other assets
         utilized in all other business lines or segments discontinued, during
         such Fiscal Quarter and the immediately preceding three Fiscal
         Quarters (excluding, however, transfers of assets permitted by clauses
         (d) (i) and (ii) of this Section) had a book value more than
         $5,000,000, provided in each of the foregoing such cases no Default
         shall have occurred or will occur as a consequence thereof.

         (a)  Asset sales permitted only under clause
              (iii) during current Fiscal Quarter             $
                                                               ------------

         (b)  Asset sales permitted only under clause
              (iii) during prior 3 Fiscal Quarters            $
                                                               ------------

         (c)  Sum of (a) and (b)                              $
                                                               ------------

              Limitation: (c) may not exceed $5,000,000


                                      49

         6.       Investments (Section 5.20)

         Neither the Borrower nor any of its Subsidiaries shall make
         Investments in any Person except: (a) Investments in (i) direct
         obligations of the United States Government maturing within one year,
         (ii) certificates of deposit issued by a commercial bank whose credit
         is satisfactory to the Agent, (iii) commercial paper rated Al or the
         equivalent thereof by S&P or P1 or the equivalent thereof by Moody's
         and in either case maturing within 6 months after the date of
         acquisition, (iv) tender bonds the payment of the principal of and
         interest on which is fully supported by a letter of credit issued by a
         United States bank whose long-term certificates of deposit are rated
         at least AA or the equivalent thereof by S&P and Aa or the equivalent
         thereof by Moody's, (v) deposits required by government agencies or
         public utilities, (b) Investments in existence on the Effective Date,
         (c) loans, advances or other Investments to or in Guarantors; (e)
         non-cash loans consisting of the deferred purchase price for
         acquisition of Capital Stock of the Borrower by employees pursuant to
         the 2001 Stock Plan dated on or about the Effective Date; and (e)
         other Investments which, in the aggregate since the Effective Date, do
         not exceed $1,000,000; provided, however, immediately after giving
         effect to the making of any Investment, no Event of Default shall have
         occurred and be continuing.

         (a)  Investments permitted only under paragraph
              (e) during current Fiscal Quarter                $
                                                                ------------

         (b)  Investments permitted only under paragraph
              (e) during all prior Fiscal Quarters from
              Effective Date                                   $
                                                                ------------

         (c)  Sum of (a) and (b)                               $
                                                                ------------

              Limitation: (c) may not exceed $1,000,000


                                      50

         7.       Capital Expenditures (Section 5.23)

         At the end of each Fiscal Year, commencing with the Fiscal Quarter
         ending December 31, 2002, Capital Expenditures for such Fiscal Year
         shall not exceed the sum of: (i) the amount set forth below for the
         Fiscal Years set forth below; plus (ii) any unused amount from the
         prior Fiscal Year.




                  Fiscal Year Ending                    Capital Expenditure Limit

                                                     
                  December 31, 2002                          $20,000,000
                  December 31, 2003                          $20,000,000
                  December 31, 2004                          $25,000,000
                  December 31, 2005                          $25,000,000
                  December 31, 2006                          $25,000,000


         (a) Capital Expenditures Fiscal Year to Date        $
                                                              ----------------

         (b) carryover amount from
             prior Fiscal Year                               $
                                                              ----------------

         (c) Sum of (a) and (b)                              $
                                                              ----------------

             Limitation: (a) may not exceed
             (c) for current Fiscal Year


                                      51

                                                                   SCHEDULE - 1


                                  Funded Debt


                            Interest
(a) Funded Debt               Rate              Maturity             Total


    Secured

                                                                $
- --------------------       ---------            --------         -------------

                                                                $
- --------------------       ---------            --------         -------------

                                                                $
- --------------------       ---------            --------         -------------

                                                                $
- --------------------       ---------            --------         -------------

                                                                $
- --------------------       ---------            --------         -------------

    Total Secured                                               $
                                                                 -------------


    Unsecured

                                                                $
- --------------------       ---------            --------         -------------

                                                                $
- --------------------       ---------            --------         -------------

                                                                $
- --------------------       ---------            --------         -------------

                                                                $
- --------------------       ---------            --------         -------------

                                                                $
- --------------------       ---------            --------         -------------

    Total Unsecured                                             $
                                                                 -------------


    Guarantees


                                                                $
- --------------------------------------------------------         -------------

                                                                $
- --------------------------------------------------------         -------------

    Total                                                       $
                                                                 -------------


    Redeemable Preferred Stock                                  $
                                                                 -------------

    Total                                                       $
                                                                 -------------


    Other Debt

                                                                $
- --------------------------------------------------------         -------------

                                                                $
- --------------------------------------------------------         -------------

                                                                $
- --------------------------------------------------------         -------------

    Total Funded Debt                                           $
                                                                 =============


                                      52

                                                                   SCHEDULE - 2

                                     EBITDA

(a)      ____ quarter ____


         Net Income                                               $
                                                                   ------------
         plus:
                  interest expense                                $
                                                                   ------------
                  income and franchise taxes                      $
                                                                   ------------
                  depreciation expense                            $
                                                                   ------------
                  amortization expense                            $
                                                                   ------------

                  other non-cash items, extraordinary
                     non-cash items, non-recurring and
                     unusual non-cash items reducing
                     Net Income                                   $
                                                                   ------------

                  cumulative effects of changes in
                     accounting principles under
                     GAAP reducing Net Income                     $
                                                                   ------------

                  upfront expenses resulting from
                     equity offerings, investments,
                     mergers, recapitalizations, any
                     Patrick Cash Payments, asset
                     dispositions, asset acquisitions,
                     and similar transactions reduce Net Income   $
                                                                   ------------
                  restructuring charges reducing Net
                     Income                                       $
                                                                   ------------

                  charges arising from grant of stock or
                     options to management                        $
                                                                   ------------

                  losses on asset dispositions                    $
                                                                   ------------

         less:

                  non-cash items, extraordinary non-cash
                     items, non-recurring and unusual
                     non-cash items increasing Net Income         $
                                                                   ------------

                  cumulative effects of changes in
                      accounting principles under GAAP
                      increasing such Net Income                  $
                                                                   ------------
                  gains on asset dispositions                     $
                                                                   ------------

                                       TOTAL FOR QUARTER          $
                                                                   ------------


                                      53

(b)      ____ quarter ____


         Net Income                                               $
                                                                   ------------
         plus:
                  interest expense                                $
                                                                   ------------
                  income and franchise taxes                      $
                                                                   ------------
                  depreciation expense                            $
                                                                   ------------
                  amortization expense                            $
                                                                   ------------

                  other non-cash items, extraordinary
                     non-cash items, non-recurring and
                     unusual non-cash items reducing
                     Net Income                                   $
                                                                   ------------

                  cumulative effects of changes in
                     accounting principles under
                     GAAP reducing Net Income                     $
                                                                   ------------

                  upfront expenses resulting from
                     equity offerings, investments,
                     mergers, recapitalizations, any
                     Patrick Cash Payments, asset
                     dispositions, asset acquisitions,
                     and similar transactions reduce Net Income   $
                                                                   ------------
                  restructuring charges reducing Net
                     Income                                       $
                                                                   ------------

                  charges arising from grant of stock or
                     options to management                        $
                                                                   ------------

                  losses on asset dispositions                    $
                                                                   ------------

         less:

                  non-cash items, extraordinary non-cash
                     items, non-recurring and unusual
                     non-cash items increasing Net Income         $
                                                                   ------------

                  cumulative effects of changes in
                      accounting principles under GAAP
                      increasing such Net Income                  $
                                                                   ------------
                  gains on asset dispositions                     $
                                                                   ------------

                                       TOTAL FOR QUARTER          $
                                                                   ------------


                                      54

(c)      ____ quarter ____


         Net Income                                               $
                                                                   ------------
         plus:
                  interest expense                                $
                                                                   ------------
                  income and franchise taxes                      $
                                                                   ------------
                  depreciation expense                            $
                                                                   ------------
                  amortization expense                            $
                                                                   ------------

                  other non-cash items, extraordinary
                     non-cash items, non-recurring and
                     unusual non-cash items reducing
                     Net Income                                   $
                                                                   ------------

                  cumulative effects of changes in
                     accounting principles under
                     GAAP reducing Net Income                     $
                                                                   ------------

                  upfront expenses resulting from
                     equity offerings, investments,
                     mergers, recapitalizations, any
                     Patrick Cash Payments, asset
                     dispositions, asset acquisitions,
                     and similar transactions reduce Net Income   $
                                                                   ------------
                  restructuring charges reducing Net
                     Income                                       $
                                                                   ------------

                  charges arising from grant of stock or
                     options to management                        $
                                                                   ------------

                  losses on asset dispositions                    $
                                                                   ------------

         less:

                  non-cash items, extraordinary non-cash
                     items, non-recurring and unusual
                     non-cash items increasing Net Income         $
                                                                   ------------

                  cumulative effects of changes in
                      accounting principles under GAAP
                      increasing such Net Income                  $
                                                                   ------------
                  gains on asset dispositions                     $
                                                                   ------------

                                       TOTAL FOR QUARTER          $
                                                                   ------------


                                      55

(d)      ____ quarter ____


         Net Income                                               $
                                                                   ------------
         plus:
                  interest expense                                $
                                                                   ------------
                  income and franchise taxes                      $
                                                                   ------------
                  depreciation expense                            $
                                                                   ------------
                  amortization expense                            $
                                                                   ------------

                  other non-cash items, extraordinary
                     non-cash items, non-recurring and
                     unusual non-cash items reducing
                     Net Income                                   $
                                                                   ------------

                  cumulative effects of changes in
                     accounting principles under
                     GAAP reducing Net Income                     $
                                                                   ------------

                  upfront expenses resulting from
                     equity offerings, investments,
                     mergers, recapitalizations, any
                     Patrick Cash Payments, asset
                     dispositions, asset acquisitions,
                     and similar transactions reduce Net Income   $
                                                                   ------------
                  restructuring charges reducing Net
                     Income                                       $
                                                                   ------------

                  charges arising from grant of stock or
                     options to management                        $
                                                                   ------------

                  losses on asset dispositions                    $
                                                                   ------------

         less:

                  non-cash items, extraordinary non-cash
                     items, non-recurring and unusual
                     non-cash items increasing Net Income         $
                                                                   ------------

                  cumulative effects of changes in
                      accounting principles under GAAP
                      increasing such Net Income                  $
                                                                   ------------
                  gains on asset dispositions                     $
                                                                   ------------

                                       TOTAL FOR QUARTER          $
                                                                   ------------

                  Total EBITDA (sum of (a), (b), (c)
                      and (d))                               $
                                                              ------------


                                      56

                                                                   SCHEDULE - 3

                        INTEREST EXPENSE ON FUNDED DEBT

(a)      ___ quarter ___                                          $
                                                                   ------------

(b)      ___ quarter ___                                          $
                                                                   ------------

(c)      ___ quarter ___                                          $
                                                                   ------------

(d)      ___ quarter ___                                          $
                                                                   ------------

         Total Interest Expense on Funded Debt
         (sum of (a), (b), (c) and (d))                    $
                                                            ------------


                                      57

                                                                   SCHEDULE - 4


                                    EBITDAR

(a)      ___ quarter ___           Rental Obligations             $
                                                                   ------------

(b)      ___ quarter ___           Rental Obligations             $
                                                                   ------------

(c)      ___ quarter ___           Rental Obligations             $
                                                                   ------------

(d)      ___ quarter ___           Rental Obligations             $
                                                                   ------------

(e)      Total Rental Obligations
         (sum of (a), (b), (c)
         and (d))                                                 $
                                                                   ------------

(f)      EBITDA (from Schedule 2)                                 $
                                                                   ------------


                                      58

EX-10.2

                                                                    EXHIBIT 10.2

                                                               EXECUTION VERSION


                      SECOND AMENDMENT TO CREDIT AGREEMENT

                  This SECOND AMENDMENT TO CREDIT AGREEMENT (this "Amendment")
is dated as of October 15, 2003 and entered into by and among CARMIKE CINEMAS,
INC., a Delaware corporation ("Carmike") and EASTWYNN THEATRES, INC., an Alabama
corporation ("Eastwynn"), (Eastwynn and Carmike are sometimes collectively
referred to herein as the "Borrowers" and individually as a "Borrower"); the
other Credit Parties signatory hereto; GENERAL ELECTRIC CAPITAL CORPORATION, a
Delaware corporation (in its individual capacity, "GE Capital"), for itself, as
Lender, and as Agent for Lenders (in such capacity, the "Agent"), and the other
Lenders signatory hereto from time to time.

                                    RECITALS

                  WHEREAS, Borrowers, Lenders, other Credit Parties, and Agent
are parties to that certain Credit Agreement dated as of January 31, 2002, as
amended by that certain First Amendment dated as of June 21, 2002 (as amended,
the "Credit Agreement"); and

                  WHEREAS, Borrowers have requested and Lenders and Agent have
agreed to the amendments to the Credit Agreement set forth herein subject to the
terms and conditions set forth herein; and

                  NOW, THEREFORE, in consideration of the mutual covenants and
agreements contained herein, and for other good and valuable consideration, the
receipt and sufficiency of which are hereby acknowledged, the parties agree that
all capitalized terms used herein shall have the meanings ascribed thereto in
the Credit Agreement, except as otherwise defined or limited herein, and further
agree, subject to the conditions precedent to this Amendment hereinafter set
forth, as follows:

SECTION 1.        AMENDMENTS TO THE CREDIT AGREEMENT

                           Annex G of the Credit Agreement is hereby amended and
modified by deleting therefrom clause (a) in its entirety and inserting the
following in substitution thereof:

                  "(a)     Maximum Capital Expenditures. Borrowers and their
Subsidiaries on a consolidated basis shall not make Capital Expenditures during
the following periods that exceed in the aggregate the amounts set forth
opposite each of such periods:



         Period                                      Maximum Capital Expenditures per Period
         ------                                      ---------------------------------------
                                                  
         January 1, 2003 through December 31, 2003                     $20,000,000
         January 1, 2004 through December 31, 2004                     $25,000,000
         January 1, 2005 through December 31, 2005                     $25,000,000
         January 1, 2006 through December 31, 2006                     $25,000,000




                  provided, however, that the amount of permitted Capital
Expenditures referenced above will be increased in any period referenced above
by the positive amount equal to the difference obtained by subtracting the
actual amount of Capital Expenditures expended from and after January 1, 2003
through the last day of the prior period from the cumulative amount of Capital
Expenditures permitted from January 1, 2003 through the last day of the prior
period."

SECTION 2.        BORROWERS' REPRESENTATIONS AND WARRANTIES

         In order to induce Lenders to enter into this Amendment and to amend
the Credit Agreement in the manner provided herein, each the Credit Parties
executing this Amendment represents and warrants to Agent and each Lender with
respect to all Credit Parties, that the following statements are true, correct
and complete:

         A.       POWER AND AUTHORITY. Each Credit Party is a corporation,
partnership or trust, as the case may be, duly organized, validly existing and
in good standing under the laws of its state of organization. Each Credit Party
has all requisite power and authority to enter into this Amendment and to carry
out the transactions contemplated by, and perform its obligations under, the
Credit Agreement as amended by this Amendment (as so amended, the "Amended
Agreement").

         B.       AUTHORIZATION OF AGREEMENT. The execution and delivery of this
Amendment and the performance of the Amended Agreement have been duly authorized
by all necessary action on the part of each Credit Party.

         C.       NO CONFLICT. The execution and delivery by each Credit Party
of this Amendment and the performance by Borrowers of the Amended Agreement do
not and will not (i) violate any provision of any law or any governmental rule
or regulation applicable to any Credit Party, the organizational documents of
any Credit Party or any order, judgment or decree of any court or other agency
of government binding on any Credit Party, (ii) conflict with, result in a
breach of or constitute (with due notice or lapse of time or both) a default
under any agreement, document or instrument to which any Credit Party is a
party, (iii) result in or require the creation or imposition of any Lien upon
any of the properties or assets of any Credit Party (other than any Liens
created under any of the Loan Documents in favor of Agent or the Lenders), or
(iv) require any approval of stockholders or any approval or consent of any
Person under any agreement, document or instrument of which any Credit Party is
a party.

         D.       GOVERNMENTAL CONSENTS. The execution and delivery by each
Credit Party of this Amendment and the performance by Borrowers of the Amended
Agreement do not and will not require any registration with, consent or approval
of, or notice to, or other action to, with or by, any federal, state or other
governmental authority or regulatory body, except for filings required in
connection with the perfection of the security interests or the exercise of the
rights granted pursuant to the Collateral Documents.

         E.       BINDING OBLIGATION. This Amendment and the Amended Agreement
have been duly executed and delivered by each Credit Party which is a party
thereto and are the legally valid and binding obligations of each such Credit
Party, enforceable against each such Credit Party in accordance with their
respective terms, except as may be limited by bankruptcy,



insolvency, reorganization, moratorium or similar laws relating to or limiting
creditors' rights generally or by equitable principles relating to
enforceability.

         F.       INCORPORATION OF REPRESENTATIONS AND WARRANTIES FROM CREDIT
AGREEMENT. The representations and warranties contained in Section 3 of the
Credit Agreement are and will be true, correct and complete in all material
respects on and as of the effective date hereof to the same extent as though
made on and as of that date, except to the extent such representations and
warranties specifically relate to an earlier date, in which case they were true,
correct and complete in all material respects on and as of such earlier date.

         G.       ABSENCE OF DEFAULT. No event has occurred and is continuing or
will result from the consummation of the transactions contemplated by this
Amendment that would constitute a Default or an Event of Default.

SECTION 3.        CONDITIONS TO EFFECTIVENESS

         Section 1 of this Amendment shall become effective upon the prior or
concurrent satisfaction of all of the following conditions precedent (the date
of satisfaction of such conditions being referred to herein as the "Second
Amendment Date"):

         A.       EFFECTIVENESS. Agent shall have received a counterpart hereof
executed by Borrowers, each Credit Party and Agent and, if applicable, a written
or telephonic notification of such execution and authorization of delivery
thereof.

         B.       AMENDMENT FEE. As additional consideration to enter into this
Amendment, a non-refundable amendment fee in the aggregate amount of $75,000.00,
which amendment fee shall be fully earned by and payable to Agent for the pro
rata benefit of Lenders, on the Second Amendment Date.

         C.       CONSENTS. Agent shall have received evidence satisfactory to
it that the Amendment does not (x) conflict with, result in a breach of or
constitute (with due notice or lapse of time or both) a default under any Loan
Documents or (y) require any approval or consent of any Person under any such
Loan Document except for such approvals or consents which shall have been
obtained on or before the Second Amendment Date.

         D.       POST-CONFIRMATION CREDIT AGREEMENT. Agent shall have received
evidence satisfactory to it that the Post-Confirmation Credit Agreement has been
amended so as to permit the Borrowers to incur Capital Expenditures consistent
with those provided in this Amendment for the Fiscal Years ending on and after
December 31, 2003.

SECTION 4.        MISCELLANEOUS

         A.       REFERENCE TO AND EFFECT ON THE CREDIT AGREEMENT AND THE OTHER
LOAN DOCUMENTS.

                  (i)      On and after the Second Amendment Date, each
         reference in the Credit Agreement to "this Agreement", "hereunder",
         "hereof", "herein" or words of like import referring to the Credit
         Agreement, and each reference in the other Loan Documents to the


         "Credit Agreement", "thereunder", "thereof" or words of like import
         referring to the Credit Agreement shall mean and be a reference to the
         Amended Agreement.

                  (ii)     Except as specifically amended by this Amendment or
         as set forth herein, the terms, provisions and conditions of the Credit
         Agreement and the other Loan Documents shall remain in full force and
         effect and in all other respects are hereby ratified and confirmed.

                  (iii)    The execution, delivery and performance of this
         Amendment shall not, except as expressly provided herein, constitute a
         waiver of any provision of, or operate as a waiver of any right, power
         or remedy of Agent or Lenders under, the Credit Agreement or any of the
         other Loan Documents.

         B.       FEES AND EXPENSES. Borrowers acknowledge that all costs, fees
and expenses as described in Section 11.3 of the Credit Agreement incurred by
Agent's counsel with respect to this Amendment and the documents and
transactions contemplated hereby shall be for the account of Borrowers.

         C.       HEADINGS. Section and subsection headings in this Amendment
are included herein for convenience of reference only and shall not constitute a
part of this Amendment for any other purpose or be given any substantive effect.

         D.       APPLICABLE LAW. THIS AMENDMENT AND THE RIGHTS AND OBLIGATIONS
OF THE PARTIES HEREUNDER SHALL BE GOVERNED BY, AND SHALL BE CONSTRUED AND
ENFORCED IN ACCORDANCE WITH, THE INTERNAL LAWS OF THE STATE OF NEW YORK
(INCLUDING WITHOUT LIMITATION SECTION 5-1401 AND SECTION 5-1402 OF THE GENERAL
OBLIGATIONS LAW OF THE STATE OF NEW YORK), WITHOUT REGARD TO CONFLICTS OF LAWS
PRINCIPLES. EACH CREDIT PARTY HEREBY CONSENTS AND AGREES THAT THE STATE OR
FEDERAL COURTS LOCATED IN CITY OF ATLANTA, COUNTY OF FULTON SHALL HAVE
NON-EXCLUSIVE JURISDICTION TO HEAR AND DETERMINE ANY CLAIMS OR DISPUTES BETWEEN
THE CREDIT PARTIES, AGENT AND LENDERS PERTAINING TO THIS AMENDMENT OR ANY OF THE
OTHER LOAN DOCUMENTS OR TO ANY MATTER ARISING OUT OF OR RELATING TO THIS
AMENDMENT OR ANY OF THE OTHER LOAN DOCUMENTS; PROVIDED, THAT AGENT, LENDERS AND
THE CREDIT PARTIES ACKNOWLEDGE THAT ANY APPEALS FROM THOSE COURTS MAY HAVE TO BE
HEARD BY A COURT LOCATED OUTSIDE OF FULTON COUNTY; PROVIDED FURTHER, THAT
NOTHING IN THIS AMENDMENT SHALL BE DEEMED OR OPERATE TO PRECLUDE AGENT FROM
BRINGING SUIT OR TAKING OTHER LEGAL ACTION IN ANY OTHER JURISDICTION TO REALIZE
ON THE COLLATERAL OR ANY OTHER SECURITY FOR THE OBLIGATIONS, OR TO ENFORCE A
JUDGMENT OR OTHER COURT ORDER IN FAVOR OF AGENT. EACH CREDIT PARTY EXPRESSLY
SUBMITS AND CONSENTS IN ADVANCE TO SUCH JURISDICTION IN ANY ACTION OR SUIT
COMMENCED IN ANY SUCH COURT, AND EACH CREDIT PARTY HEREBY WAIVES ANY OBJECTION
THAT SUCH CREDIT PARTY MAY HAVE BASED UPON LACK OF PERSONAL JURISDICTION,
IMPROPER VENUE OR FORUM NON CONVENIENS AND HEREBY CONSENTS TO THE GRANTING OF
SUCH LEGAL OR



EQUITABLE RELIEF AS IS DEEMED APPROPRIATE BY SUCH COURT. EACH CREDIT PARTY
HEREBY WAIVES PERSONAL SERVICE OF THE SUMMONS, COMPLAINT AND OTHER PROCESS
ISSUED IN ANY SUCH ACTION OR SUIT AND AGREES THAT SERVICE OF SUCH SUMMONS,
COMPLAINTS AND OTHER PROCESS MAY BE MADE BY REGISTERED OR CERTIFIED MAIL
ADDRESSED TO SUCH CREDIT PARTY AT THE ADDRESS SET FORTH IN ANNEX I OF THE CREDIT
AGREEMENT AND THAT SERVICE SO MADE SHALL BE DEEMED COMPLETED UPON THE EARLIER OF
SUCH CREDIT PARTY'S ACTUAL RECEIPT THEREOF OR 3 DAYS AFTER DEPOSIT IN THE UNITED
STATES MAILS, PROPER POSTAGE PREPAID.

         E.       COUNTERPARTS; EFFECTIVENESS. This Amendment may be executed in
any number of counterparts and by different parties hereto in separate
counterparts, each of which when so executed and delivered shall be deemed an
original, but all such counterparts together shall constitute but one and the
same instrument; signature pages may be detached from multiple separate
counterparts and attached to a single counterpart so that all signature pages
are physically attached to the same document.

                  [REMAINDER OF PAGE INTENTIONALLY LEFT BLANK]






                  IN WITNESS WHEREOF, the parties hereto have caused this
Amendment to be duly executed and delivered by their respective officers
thereunto duly authorized as of the date first written above.



                                      CARMIKE CINEMAS, INC., a Delaware
                                      corporation, as a Borrower



                              By: /s/ MARTIN A. DURANT
                                  --------------------------------------
                                  Name: MARTIN A. DURANT
                                        --------------------------------
                                  Title: Senior Vice President - CFO
                                        --------------------------------


                                      EASTWYNN THEATRES, INC., an Alabama
                                      corporation, as a Borrower



                              By: /s/ MARTIN A. DURANT
                                  --------------------------------------
                                  Name: MARTIN A. DURANT
                                        --------------------------------
                                  Title: Senior Vice President - CFO
                                        --------------------------------


                                      GENERAL ELECTRIC CAPITAL
                                      CORPORATION, a Delaware corporation, as
                                      Agent and a Lender



                              By: /s/ RICHARD W. VARALLA
                                  --------------------------------------
                                  Name: RICHARD W. VARALLA
                                        --------------------------------
                                  Title: DULY AUTHORIZED SIGNATORY
                                        --------------------------------


                                      WELLS FARGO FOOTHILL, INC., a
                                      California corporation,  as a Lender


                              By: /s/ LISA COOLEY
                                  --------------------------------------
                                  Name: LISA COOLEY
                                        --------------------------------
                                  Title: Vice President
                                        --------------------------------


                                      S-1



                                    WOODEN NICKEL PUB, INC., a Delaware
                                    corporation, as a Credit Party


                              By: /s/ MARTIN A. DURANT
                                  --------------------------------------
                                  Name: MARTIN A. DURANT
                                        --------------------------------
                                  Title: Senior Vice President
                                        --------------------------------



                                    MILITARY SERVICES, INC., a Delaware
                                    corporation, as a Credit Party


                              By: /s/ MARTIN A. DURANT
                                  --------------------------------------
                                  Name: MARTIN A. DURANT
                                        --------------------------------
                                  Title: Senior Vice President
                                        --------------------------------

                                      S-2

EX-31.1

EX-31.1 SECTION 302 CERTIFICATION OF THE CEO

EX-31.2

EX-31.2 SECTION 302 CERTIFICATION OF THE CFO

EX-32.1

EX-32.1 SECTION 906 CERTIFICATION OF THE CEO

EX-32.2

EX-32.2 SECTION 906 CERTIFICATION OF THE CFO