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                                                                     EXHIBIT 4.3

                                                                  EXECUTION COPY

                              CARMIKE CINEMAS, INC.

                    7.500% SENIOR SUBORDINATED NOTES DUE 2014

                      UNCONDITIONALLY GUARANTEED AS TO THE

                         PAYMENT OF PRINCIPAL, PREMIUM,
                             IF ANY, AND INTEREST BY

               the Guarantors listed on the signature pages hereto

                   Exchange and Registration Rights Agreement

                                                                February 4, 2004

Goldman, Sachs & Co.,
As representatives of the several Purchasers
named in Schedule I to the Purchase Agreement
85 Broad Street
New York, New York 10004

Ladies and Gentlemen:

                  Carmike Cinemas, Inc., a Delaware corporation (the "Company"),
proposes to issue and sell to the Purchasers (as defined herein) upon the terms
set forth in the Purchase Agreement (as defined herein) its $150 million 7.500%
Senior Subordinated Notes due 2014, which are unconditionally guaranteed by
Eastwynn Theatres, Inc., an Alabama corporation, Wooden Nickel Pub, Inc., a
Delaware corporation and Military Services, Inc., a Delaware corporation. As an
inducement to the Purchasers to enter into the Purchase Agreement (as defined
herein) and in satisfaction of a condition to the obligations of the Purchasers
thereunder, the Company and the Guarantors agree with the Purchasers for the
benefit of holders (as defined herein) from time to time of the Registrable
Securities (as defined herein) as follows:

         1.       Certain Definitions. For purposes of this Exchange and
Registration Rights Agreement, the following terms shall have the following
respective meanings:

                  "Base Interest" shall mean the interest that would otherwise
accrue on the Securities under the terms thereof and the Indenture, without
giving effect to the provisions of this Exchange and Registration Rights
Agreement.

                  The term "broker-dealer" shall mean any broker or dealer
registered with the Commission under the Exchange Act.

                  "Business Day" means any day excluding Saturday, Sunday or any
other day that is a legal holiday under the laws of New York, New York or is a
day on which banking

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institutions therein located are authorized or required by law or other
governmental action to close.

                  "Closing Date" shall mean the date on which the Securities are
initially issued.

                  "Commission" shall mean the United States Securities and
Exchange Commission, or any other federal agency at the time administering the
Exchange Act or the Securities Act, whichever is the relevant statute for the
particular purpose.

                  "Effective Time," in the case of (i) an Exchange Registration,
shall mean the time and date as of which the Commission declares the Exchange
Registration Statement effective or as of which the Exchange Registration
Statement otherwise becomes effective and (ii) a Shelf Registration, shall mean
the time and date as of which the Commission declares the Shelf Registration
Statement effective or as of which the Shelf Registration Statement otherwise
becomes effective.

                  "Electing Holder" shall mean any holder of Registrable
Securities that has returned a completed and signed Notice and Questionnaire to
the Company in accordance with Section 3(d)(ii) or 3(d)(iii) hereof.

                  "Exchange Act" shall mean the Securities Exchange Act of 1934,
or any successor thereto, as the same shall be amended from time to time.

                  "Exchange Offer" shall have the meaning assigned thereto in
Section 2(a) hereof.

                  "Exchange Registration" shall have the meaning assigned
thereto in Section 3(c) hereof.

                  "Exchange Registration Statement" shall have the meaning
assigned thereto in Section 2(a) hereof.

                  "Exchange Securities" shall have the meaning assigned thereto
in Section 2(a) hereof.

                  "Guarantors" shall have the meaning assigned thereto in the
Indenture.

                  The term "holder" shall mean each of the Purchasers and other
persons who acquire Registrable Securities from time to time (including any
successors or assigns), in each case for so long as such person owns any
Registrable Securities.

                  "Indenture" shall mean the Indenture, dated as of February 4,
2004, between the Company, the Guarantors and Wells Fargo Bank Minnesota,
National Association, as Trustee, as the same shall be amended from time to
time.

                  "Notice and Questionnaire" means a Notice of Registration
Statement and Selling Securityholder Questionnaire substantially in the form of
Exhibit A hereto.

                  The term "person" shall mean a corporation, association,
partnership, organization, business, individual, government or political
subdivision thereof or governmental agency.

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                  "Purchase Agreement" shall mean the Purchase Agreement, dated
as of January 29, 2004, between the Purchasers, the Guarantors and the Company
relating to the Securities.

                  "Purchasers" shall mean the Purchasers named in Schedule I to
the Purchase Agreement.

                  "Registrable Securities" shall mean the Securities; provided,
however, that a Security shall cease to be a Registrable Security when (i) in
the circumstances contemplated by Section 2(a) hereof, the Security has been
exchanged for an Exchange Security in an Exchange Offer as contemplated in
Section 2(a) hereof (provided that any Exchange Security that, pursuant to the
last two sentences of Section 2(a), is included in a prospectus for use in
connection with resales by broker-dealers shall be deemed to be a Registrable
Security with respect to Sections 5, 6 and 9 until resale of such Registrable
Security has been effected within the 180-day period referred to in Section
2(a)); (ii) in the circumstances contemplated by Section 2(b) hereof, a Shelf
Registration Statement registering such Security under the Securities Act has
been declared or becomes effective and such Security has been sold or otherwise
transferred by the holder thereof pursuant to and in a manner contemplated by
such effective Shelf Registration Statement; (iii) such Security is sold
pursuant to Rule 144 under circumstances in which any legend borne by such
Security relating to restrictions on transferability thereof, under the
Securities Act or otherwise, is removed by the Company or pursuant to the
Indenture; (iv) such Security is eligible to be sold pursuant to paragraph (k)
of Rule 144; or (v) such Security shall cease to be outstanding.

                  "Registration Default" shall have the meaning assigned thereto
in Section 2(c) hereof.

                  "Registration Expenses" shall have the meaning assigned
thereto in Section 4 hereof.

                  "Resale Period" shall have the meaning assigned thereto in
Section 2(a) hereof.

                  "Restricted Holder" shall mean (i) a holder that is an
affiliate of the Company within the meaning of Rule 405, (ii) a holder who
acquires Exchange Securities outside the ordinary course of such holder's
business, (iii) a holder who has arrangements or understandings with any person
to participate in the Exchange Offer for the purpose of distributing Exchange
Securities and (iv) a holder that is a broker-dealer, but only with respect to
Exchange Securities received by such broker-dealer pursuant to an Exchange Offer
in exchange for Registrable Securities acquired by the broker-dealer directly
from the Company.

                  "Rule 144," "Rule 405" and "Rule 415" shall mean, in each
case, such rule promulgated under the Securities Act (or any successor
provision), as the same shall be amended from time to time.

                  "Securities" shall mean, collectively, the $150 million 7.500%
Senior Subordinated Notes due 2014 of the Company to be issued and sold to the
Purchasers, and securities issued in exchange therefor or in lieu thereof
pursuant to the Indenture. Each Security is entitled to the benefit of the
guarantees provided for in the Indenture (the "Guarantees") and, unless the
context otherwise requires, any reference herein to a "Security," an "Exchange
Security" or a "Registrable Security" shall include a reference to the related
Guarantee.

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                  "Securities Act" shall mean the Securities Act of 1933, or any
successor thereto, as the same shall be amended from time to time.

                  "Shelf Registration" shall have the meaning assigned thereto
in Section 2(b) hereof.

                  "Shelf Registration Statement" shall have the meaning assigned
thereto in Section 2(b) hereof.

                  "Special Interest" shall have the meaning assigned thereto in
Section 2(c) hereof.

                  "Trust Indenture Act" shall mean the Trust Indenture Act of
1939, or any successor thereto, and the rules, regulations and forms promulgated
thereunder, all as the same shall be amended from time to time.

                  Unless the context otherwise requires, any reference herein to
a "Section" or "clause" refers to a Section or clause, as the case may be, of
this Exchange and Registration Rights Agreement, and the words "herein,"
"hereof" and "hereunder" and other words of similar import refer to this
Exchange and Registration Rights Agreement as a whole and not to any particular
Section or other subdivision.

         2.       Registration Under the Securities Act.

                  (a)      Except as set forth in Section 2(b) below, the
         Company and the Guarantors agree to file under the Securities Act, as
         soon as practicable, but no later than 90 days after the Closing Date,
         a registration statement relating to an offer to exchange (such
         registration statement, the "Exchange Registration Statement", and such
         offer, the "Exchange Offer") any and all of the Securities for a like
         aggregate principal amount of debt securities issued by the Company and
         guaranteed by the Guarantors, which debt securities and guarantees are
         substantially identical to the Securities and the related Guarantees,
         respectively (and are entitled to the benefits of a trust indenture
         which is substantially identical to the Indenture or is the Indenture
         and which has been qualified under the Trust Indenture Act), except
         that such new debt securities have been registered pursuant to an
         effective registration statement under the Securities Act and do not
         contain provisions for the additional interest contemplated in Section
         2(c) below (such new debt securities hereinafter called "Exchange
         Securities"). The Company and the Guarantors agree to use all
         commercially reasonable efforts to cause the Exchange Registration
         Statement to become effective under the Securities Act as soon as
         practicable, but no later than 180 days after the Closing Date. The
         Exchange Offer will be registered under the Securities Act on the
         appropriate form and will comply with all applicable tender offer rules
         and regulations under the Exchange Act. The Company and the Guarantors
         further agree to use all commercially reasonable efforts to commence
         and complete the Exchange Offer promptly, but no later than 30 Business
         Days (or such longer period as may be required by federal securities
         laws) after such registration statement has become effective, hold the
         Exchange Offer open for at least 30 days and exchange Exchange
         Securities for all Registrable Securities that have been properly
         tendered and not withdrawn on or prior to the expiration of the
         Exchange Offer. The Exchange Offer will be deemed to have been
         "completed" only if the debt securities and related guarantees received
         by holders other than Restricted Holders in the Exchange Offer for
         Registrable Securities are, upon receipt, transferable by each such
         holder without restriction under the Securities Act and the Exchange
         Act

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         and without material restrictions under the blue sky or securities laws
         of a substantial majority of the States of the United States of
         America. The Exchange Offer shall be deemed to have been completed upon
         the earlier to occur of (i) the Company having exchanged the Exchange
         Securities for all outstanding Registrable Securities pursuant to the
         Exchange Offer and (ii) the Company having exchanged, pursuant to the
         Exchange Offer, Exchange Securities for all Registrable Securities that
         have been properly tendered and not withdrawn before the expiration of
         the Exchange Offer, which shall be on a date that is at least 30 days
         following the commencement of the Exchange Offer. The Company agrees
         (x) to include in the Exchange Registration Statement a prospectus for
         use in any resales by any holder of Exchange Securities that is a
         broker-dealer and (y) to keep such Exchange Registration Statement
         effective for a period (the "Resale Period") beginning when Exchange
         Securities are first issued in the Exchange Offer and ending upon the
         earlier of the expiration of the 180th day after the Exchange Offer has
         been completed or such time as such broker-dealers no longer own any
         Registrable Securities. With respect to such Exchange Registration
         Statement, such holders shall have the benefit of the rights of
         indemnification and contribution set forth in Sections 6(a), (c), (d)
         and (e) hereof.

                  (b)      If (i) on or prior to the time the Exchange Offer is
         completed existing Commission interpretations are changed such that the
         debt securities or the related guarantees received by holders other
         than Restricted Holders in the Exchange Offer for Registrable
         Securities are not or would not be, upon receipt, transferable by each
         such holder without restriction under the Securities Act, (ii) the
         Exchange Offer has not been completed within 225 days following the
         Closing Date or (iii) the Exchange Offer is not available to any holder
         of the Securities, the Company shall, in lieu of (or, in the case of
         clause (iii), in addition to) conducting the Exchange Offer
         contemplated by Section 2(a), use its reasonable best efforts to file
         under the Securities Act as soon as practicable, but no later than the
         later of 45 days after the time such obligation to file arises, a
         "shelf" registration statement providing for the registration of, and
         the sale on a continuous or delayed basis by the holders of, all of the
         Registrable Securities, pursuant to Rule 415 or any similar rule that
         may be adopted by the Commission (such filing, the "Shelf Registration"
         and such registration statement, the "Shelf Registration Statement").
         The Company and the Guarantors agree to use all commercially reasonable
         efforts (x) to cause the Shelf Registration Statement to become or be
         declared effective no later than 120 days after such Shelf Registration
         Statement is filed and to keep such Shelf Registration Statement
         continuously effective for a period ending on the earlier of the second
         anniversary of the Effective Time or such time as any Registrable
         Securities registered under the Shelf Registration Statement cease to
         be Registrable Securities as defined herein, provided, however, that no
         holder shall be entitled to be named as a selling securityholder in the
         Shelf Registration Statement or to use the prospectus forming a part
         thereof for resales of Registrable Securities unless such holder is an
         Electing Holder, and (y) after the Effective Time of the Shelf
         Registration Statement, promptly upon the request of any holder of
         Registrable Securities that is not then an Electing Holder, to take any
         action reasonably necessary to enable such holder to use the prospectus
         forming a part thereof for resales of Registrable Securities,
         including, without limitation, any action necessary to identify such
         holder as a selling securityholder in the Shelf Registration Statement,
         provided, however, that nothing in this Clause (y) shall relieve any
         such holder of the obligation to return a completed and signed Notice
         and Questionnaire to the Company in accordance with Section 3(d)(iii)
         hereof. The Company and the Guarantors further agree to supplement or
         make amendments to the Shelf Registration Statement, as and when
         required by the rules, regulations or

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         instructions applicable to the registration form used by the Company
         and the Guarantors for such Shelf Registration Statement or by the
         Securities Act or rules and regulations thereunder for shelf
         registration, and the Company agrees to furnish to each Electing Holder
         copies of any such supplement or amendment prior to its being used or
         promptly following its filing with the Commission.

                  (c)      In the event that (i) the Company and the Guarantors
         have not filed the Exchange Registration Statement or Shelf
         Registration Statement on or before the date on which such registration
         statement is required to be filed pursuant to Section 2(a) or 2(b),
         respectively, or (ii) such Exchange Registration Statement or Shelf
         Registration Statement has not become effective or been declared
         effective by the Commission on or before the date on which such
         registration statement is required to become or be declared effective
         pursuant to Section 2(a) or 2(b), respectively, or (iii) the Exchange
         Offer has not been completed within 30 Business Days after the initial
         effective date of the Exchange Registration Statement relating to the
         Exchange Offer (if the Exchange Offer is then required to be made) or
         (iv) any Exchange Registration Statement or Shelf Registration
         Statement required by Section 2(a) or 2(b) hereof is filed and declared
         effective but shall thereafter either be withdrawn by the Company or
         shall become subject to an effective stop order issued pursuant to
         Section 8(d) of the Securities Act suspending the effectiveness of such
         registration statement (except as specifically permitted herein)
         without being succeeded immediately by an additional registration
         statement filed and declared effective (each such event referred to in
         clauses (i) through (iv), a "Registration Default" and each period
         during which a Registration Default has occurred and is continuing, a
         "Registration Default Period"), then, as liquidated damages for such
         Registration Default, subject to the provisions of Section 9(b),
         special interest ("Special Interest"), in addition to the Base
         Interest, shall accrue at a per annum rate of 0.25% for the first 90
         days of the Registration Default Period, at a per annum rate of 0.50%
         for the second 90 days of the Registration Default Period, at a per
         annum rate of 0.75% for the third 90 days of the Registration Default
         Period and at a per annum rate of 1.00% thereafter for the remaining
         portion of the Registration Default Period.

                  (d)      The Company shall take, and shall cause each
         Guarantor to take, all actions necessary or advisable to be taken by it
         to ensure that the transactions contemplated herein are effected as so
         contemplated, including all actions necessary or desirable to register
         the Guarantees under the registration statement contemplated in Section
         2(a) or 2(b) hereof, as applicable.

                  (e)      Any reference herein to a registration statement as
         of any time shall be deemed to include any document incorporated, or
         deemed to be incorporated, therein by reference as of such time and any
         reference herein to any post-effective amendment to a registration
         statement as of any time shall be deemed to include any document
         incorporated, or deemed to be incorporated, therein by reference as of
         such time.

         3.       Registration Procedures.

                  If the Company and the Guarantors file a registration
statement pursuant to Section 2(a) or Section 2(b), the following provisions
shall apply:

                  (a)      At or before the Effective Time of the Exchange Offer
         or the Shelf Registration, as the case may be, the Company shall
         qualify the Indenture under the Trust Indenture Act of 1939.

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                  (b)      In the event that such qualification would require
         the appointment of a new trustee under the Indenture, the Company shall
         appoint a new trustee thereunder pursuant to the applicable provisions
         of the Indenture.

                  (c)      In connection with the Company's and the Guarantors'
         obligations with respect to the registration of Exchange Securities as
         contemplated by Section 2(a) (the "Exchange Registration"), if
         applicable, the Company and the Guarantors shall, as soon as
         practicable (or as otherwise specified):

                           (i)      prepare and file with the Commission, as
                  soon as practicable but no later than 90 days after the
                  Closing Date, an Exchange Registration Statement on any form
                  which may be utilized by the Company and the Guarantors and
                  which shall permit the Exchange Offer and resales of Exchange
                  Securities by broker-dealers during the Resale Period to be
                  effected as contemplated by Section 2(a), and use all
                  commercially reasonable efforts to cause such Exchange
                  Registration Statement to become effective as soon as
                  practicable thereafter, but no later than 180 days after the
                  Closing Date;

                           (ii)     as soon as practicable prepare and file with
                  the Commission such amendments and supplements to such
                  Exchange Registration Statement and the prospectus included
                  therein as may be necessary to effect and maintain the
                  effectiveness of such Exchange Registration Statement for the
                  periods and purposes contemplated in Section 2(a) hereof and
                  as may be required by the applicable rules and regulations of
                  the Commission and the instructions applicable to the form of
                  such Exchange Registration Statement, and promptly provide
                  each broker-dealer holding Exchange Securities with such
                  number of copies of the prospectus included therein (as then
                  amended or supplemented), in conformity in all material
                  respects with the requirements of the Securities Act and the
                  Trust Indenture Act and the rules and regulations of the
                  Commission thereunder, as such broker-dealer reasonably may
                  request prior to the expiration of the Resale Period, for use
                  in connection with resales of Exchange Securities;

                           (iii)    promptly notify each broker-dealer that has
                  requested or received copies of the prospectus included in
                  such registration statement, and confirm such advice in
                  writing, (A) when such Exchange Registration Statement or the
                  prospectus included therein or any prospectus amendment or
                  supplement or post-effective amendment has been filed, and,
                  with respect to such Exchange Registration Statement or any
                  post-effective amendment, when the same has become effective,
                  (B) of any comments by the Commission and by the blue sky or
                  securities commissioner or regulator of any state with respect
                  thereto or any request by the Commission for amendments or
                  supplements to such Exchange Registration Statement or
                  prospectus or for additional information, (C) of the issuance
                  by the Commission of any stop order suspending the
                  effectiveness of such Exchange Registration Statement or the
                  initiation or threatening of any proceedings for that purpose,
                  (D) if at any time the representations and warranties of the
                  Company contemplated by Section 5 cease to be true and correct
                  in all material respects, (E) of the receipt by the Company of
                  any notification with respect to the suspension of the
                  qualification of the Exchange Securities for sale in any
                  jurisdiction or the initiation or threatening of any
                  proceeding for such purpose, or (F) at any time during the
                  Resale Period when a prospectus is required to be delivered
                  under the Securities Act, that such

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                  Exchange Registration Statement, prospectus, prospectus
                  amendment or supplement or post-effective amendment does not
                  conform in all material respects to the applicable
                  requirements of the Securities Act and the Trust Indenture Act
                  and the rules and regulations of the Commission thereunder or
                  contains an untrue statement of a material fact or omits to
                  state any material fact required to be stated therein or
                  necessary to make the statements therein not misleading in
                  light of the circumstances then existing;

                           (iv)     in the event that the Company and the
                  Guarantors would be required, pursuant to Section 3(c)(iii)(F)
                  above, to notify any broker-dealers holding Exchange
                  Securities, promptly prepare and furnish to each such holder a
                  reasonable number of copies of a prospectus supplemented or
                  amended so that, as thereafter delivered to purchasers of such
                  Exchange Securities during the Resale Period, such prospectus
                  shall conform in all material respects to the applicable
                  requirements of the Securities Act and the Trust Indenture Act
                  and the rules and regulations of the Commission thereunder and
                  shall not contain an untrue statement of a material fact or
                  omit to state a material fact required to be stated therein or
                  necessary to make the statements therein not misleading in
                  light of the circumstances then existing;

                           (v)      use its reasonable best efforts to obtain
                  the withdrawal of any order suspending the effectiveness of
                  such Exchange Registration Statement or any post-effective
                  amendment thereto at the earliest practicable date;

                           (vi)     use its reasonable best efforts to (A)
                  register or qualify the Exchange Securities under the
                  securities laws or blue sky laws of such jurisdictions as are
                  contemplated by Section 2(a) no later than the commencement of
                  the Exchange Offer, (B) keep such registrations or
                  qualifications in effect and comply with such laws so as to
                  permit the continuance of offers, sales and dealings therein
                  in such jurisdictions until the expiration of the Resale
                  Period and (C) take any and all other actions as may be
                  reasonably necessary or advisable to enable each broker-dealer
                  holding Exchange Securities to consummate the disposition
                  thereof in such jurisdictions; provided, however, that neither
                  the Company nor any of the Guarantors shall be required for
                  any such purpose to (1) qualify as a foreign corporation in
                  any jurisdiction wherein it would not otherwise be required to
                  qualify but for the requirements of this Section 3(c)(vi), (2)
                  consent to general service of process in any such jurisdiction
                  or (3) make any changes to its certificate of incorporation or
                  by-laws or any agreement between it and its stockholders;

                           (vii)    use its reasonable best efforts to obtain
                  the consent or approval of each governmental agency or
                  authority, whether federal, state or local, which may be
                  required to effect the Exchange Registration, the Exchange
                  Offer and the offering and sale of Exchange Securities by
                  broker-dealers during the Resale Period;

                           (viii)   provide a CUSIP number for all Exchange
                  Securities, not later than the applicable Effective Time; and

                           (ix)     comply with all applicable rules and
                  regulations of the Commission, and make generally available to
                  its securityholders as soon as

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                  practicable but no later than eighteen months after the
                  effective date of such Exchange Registration Statement, an
                  earning statement of the Company and its subsidiaries
                  complying with Section 11(a) of the Securities Act (including,
                  at the option of the Company, Rule 158 thereunder).

                  (d)      In connection with the Company's and the Guarantors'
         obligations with respect to the Shelf Registration, if applicable, the
         Company and the Guarantors shall, as soon as practicable (or as
         otherwise specified):

                           (i)      prepare and file with the Commission, as
                  soon as practicable but in any case within the time periods
                  specified in Section 2(b), a Shelf Registration Statement on
                  any form which may be utilized by the Company and which shall
                  register all of the Registrable Securities for resale by the
                  holders thereof in accordance with such method or methods of
                  disposition as may be specified by such of the holders as,
                  from time to time, may be Electing Holders and use all
                  commercially reasonable efforts to cause such Shelf
                  Registration Statement to become effective as soon as
                  practicable but in any case within the time periods specified
                  in Section 2(b);

                           (ii)     not less than 30 calendar days prior to the
                  Effective Time of the Shelf Registration Statement, mail the
                  Notice and Questionnaire to the holders of Registrable
                  Securities to be registered under the Shelf Registration
                  Statement; no holder shall be entitled to be named as a
                  selling securityholder in the Shelf Registration Statement as
                  of the Effective Time, and no holder shall be entitled to use
                  the prospectus forming a part thereof for resales of
                  Registrable Securities at any time, unless such holder has
                  returned a completed and signed Notice and Questionnaire to
                  the Company by the deadline for response set forth therein;
                  provided, however, holders of Registrable Securities shall
                  have at least 28 calendar days from the date on which the
                  Notice and Questionnaire is first mailed to such holders to
                  return a completed and signed Notice and Questionnaire to the
                  Company;

                           (iii)    after the Effective Time of the Shelf
                  Registration Statement, upon the request of any holder of
                  Registrable Securities to be registered under the Shelf
                  Registration Statement that is not then an Electing Holder,
                  promptly send a Notice and Questionnaire to such holder;
                  provided that the Company shall not be required to take any
                  action to name such holder as a selling securityholder in the
                  Shelf Registration Statement or to enable such holder to use
                  the prospectus forming a part thereof for resales of
                  Registrable Securities until such holder has returned a
                  completed and signed Notice and Questionnaire to the Company;

                           (iv)     as soon as practicable prepare and file with
                  the Commission such amendments and supplements to such Shelf
                  Registration Statement and the prospectus included therein as
                  may be necessary to effect and maintain the effectiveness of
                  such Shelf Registration Statement for the period specified in
                  Section 2(b) hereof and as may be required by the applicable
                  rules and regulations of the Commission and the instructions
                  applicable to the form of such Shelf Registration Statement,
                  and furnish to the Electing Holders copies of any such
                  supplement or amendment simultaneously with or prior to its
                  being used or filed with the Commission;

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                           (v)      comply with the provisions of the Securities
                  Act with respect to the disposition of all of the Registrable
                  Securities covered by such Shelf Registration Statement in
                  accordance with the intended methods of disposition by the
                  Electing Holders provided for in such Shelf Registration
                  Statement;

                           (vi)     provide (A) the Electing Holders, (B) the
                  underwriters (which term, for purposes of this Exchange and
                  Registration Rights Agreement, shall include a person deemed
                  to be an underwriter within the meaning of Section 2(a)(11) of
                  the Securities Act), if any, thereof, (C) any sales or
                  placement agent therefor, (D) counsel for any such underwriter
                  or agent and (E) not more than one counsel for all the
                  Electing Holders the opportunity to participate in the
                  preparation of such Shelf Registration Statement, each
                  prospectus included therein or filed with the Commission and
                  each amendment or supplement thereto;

                           (vii)    for a reasonable period prior to the filing
                  of such Shelf Registration Statement, and throughout the
                  period specified in Section 2(b), make available at reasonable
                  times at the Company's principal place of business or such
                  other reasonable place for inspection by the persons referred
                  to in Section 3(d)(vi) who shall certify in writing to the
                  Company that they have a current intention to sell the
                  Registrable Securities pursuant to the Shelf Registration such
                  financial and other information and books and records of the
                  Company, and cause the officers, employees, counsel and
                  independent certified public accountants of the Company to
                  respond to such inquiries, as shall be reasonably necessary,
                  in the judgment of the respective counsel referred to in such
                  Section, to conduct a reasonable investigation within the
                  meaning of Section 11 of the Securities Act; provided,
                  however, that each such party shall be required to maintain in
                  confidence and not to disclose to any other person any
                  information or records reasonably designated by the Company as
                  being confidential, until such time as (A) such information
                  becomes a matter of public record (whether by virtue of its
                  inclusion in such registration statement or otherwise), or (B)
                  such person shall be required so to disclose such information
                  pursuant to a subpoena or order of any court or other
                  governmental agency or body having jurisdiction over the
                  matter (subject to the requirements of such order, and only
                  after such person shall have given the Company prompt prior
                  written notice of such requirement), or (C) such information
                  is required to be set forth in such Shelf Registration
                  Statement or the prospectus included therein or in an
                  amendment to such Shelf Registration Statement or an amendment
                  or supplement to such prospectus in order that such Shelf
                  Registration Statement, prospectus, amendment or supplement,
                  as the case may be, complies with applicable requirements of
                  the federal securities laws and the rules and regulations of
                  the Commission and does not contain an untrue statement of a
                  material fact or omit to state therein a material fact
                  required to be stated therein or necessary to make the
                  statements therein not misleading in light of the
                  circumstances then existing;

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                           (viii)   promptly notify each of the Electing
                  Holders, any sales or placement agent therefor and any
                  underwriter thereof (which notification may be made through
                  any managing underwriter that is a representative of such
                  underwriter for such purpose) and confirm such advice in
                  writing, (A) when such Shelf Registration Statement or the
                  prospectus included therein or any prospectus amendment or
                  supplement or post-effective amendment has been filed, and,
                  with respect to such Shelf Registration Statement or any
                  post-effective amendment, when the same has become effective,
                  (B) of any comments by the Commission and by the blue sky or
                  securities commissioner or regulator of any state with respect
                  thereto or any request by the Commission for amendments or
                  supplements to such Shelf Registration Statement or prospectus
                  or for additional information, (C) of the issuance by the
                  Commission of any stop order suspending the effectiveness of
                  such Shelf Registration Statement or the initiation or
                  threatening of any proceedings for that purpose, (D) if at any
                  time the representations and warranties of the Company
                  contemplated by Section 3(d)(xvii) or Section 5 cease to be
                  true and correct in all material respects, (E) of the receipt
                  by the Company of any notification with respect to the
                  suspension of the qualification of the Registrable Securities
                  for sale in any jurisdiction or the initiation or threatening
                  of any proceeding for such purpose, or (F) if at any time when
                  a prospectus is required to be delivered under the Securities
                  Act, that such Shelf Registration Statement, prospectus,
                  prospectus amendment or supplement or post-effective amendment
                  does not conform in all material respects to the applicable
                  requirements of the Securities Act and the Trust Indenture Act
                  and the rules and regulations of the Commission thereunder or
                  contains an untrue statement of a material fact or omits to
                  state any material fact required to be stated therein or
                  necessary to make the statements therein not misleading in
                  light of the circumstances then existing;

                           (ix)     use its reasonable best efforts to obtain
                  the withdrawal of any order suspending the effectiveness of
                  such registration statement or any post-effective amendment
                  thereto at the earliest practicable date;

                           (x)      if requested by any managing underwriter or
                  underwriters, any placement or sales agent or any Electing
                  Holder, promptly incorporate in a prospectus supplement or
                  post-effective amendment such information as is required by
                  the applicable rules and regulations of the Commission and as
                  such managing underwriter or underwriters, such agent or such
                  Electing Holder specifies should be included therein relating
                  to the terms of the sale of such Registrable Securities,
                  including information with respect to the principal amount of
                  Registrable Securities being sold by such Electing Holder or
                  agent or to any underwriters, the name and description of such
                  Electing Holder, agent or underwriter, the offering price of
                  such Registrable Securities and any discount, commission or
                  other compensation payable in respect thereof, the purchase
                  price being paid therefor by such underwriters and with
                  respect to any other terms of the offering of the Registrable
                  Securities to be sold by such Electing Holder or agent or to
                  such underwriters; and make all required filings of such
                  prospectus supplement or post-effective amendment promptly
                  after notification of the matters to be incorporated in such
                  prospectus supplement or post-effective amendment;

                                       11

<PAGE>

                           (xi)     furnish to each Electing Holder, each
                  placement or sales agent, if any, therefor, each underwriter,
                  if any, thereof and the respective counsel referred to in
                  Section 3(d)(vi) an executed copy (or, in the case of an
                  Electing Holder, a conformed copy) of such Shelf Registration
                  Statement, each such amendment and supplement thereto (in each
                  case including all exhibits thereto (in the case of an
                  Electing Holder of Registrable Securities, upon request) and
                  documents incorporated by reference therein) and such number
                  of copies of such Shelf Registration Statement (excluding
                  exhibits thereto and documents incorporated by reference
                  therein unless specifically so requested by such Electing
                  Holder, agent or underwriter, as the case may be) and of the
                  prospectus included in such Shelf Registration Statement
                  (including each preliminary prospectus and any summary
                  prospectus), in conformity in all material respects with the
                  applicable requirements of the Securities Act and the Trust
                  Indenture Act and the rules and regulations of the Commission
                  thereunder, and such other documents, as such Electing Holder,
                  agent, if any, and underwriter, if any, may reasonably request
                  in order to facilitate the offering and disposition of the
                  Registrable Securities owned by such Electing Holder, offered
                  or sold by such agent or underwritten by such underwriter and
                  to permit such Electing Holder, agent and underwriter to
                  satisfy the prospectus delivery requirements of the Securities
                  Act; and the Company hereby consents to the use of such
                  prospectus (including such preliminary and summary prospectus)
                  and any amendment or supplement thereto by each such Electing
                  Holder and by any such agent and underwriter, in each case in
                  the form most recently provided to such person by the Company,
                  in connection with the offering and sale of the Registrable
                  Securities covered by the prospectus (including such
                  preliminary and summary prospectus) or any supplement or
                  amendment thereto;

                           (xii)    use its reasonable best efforts to (A)
                  register or qualify the Registrable Securities to be included
                  in such Shelf Registration Statement under such securities
                  laws or blue sky laws of such jurisdictions as any Electing
                  Holder and each placement or sales agent, if any, therefor and
                  underwriter, if any, thereof shall reasonably request, (B)
                  keep such registrations or qualifications in effect and comply
                  with such laws so as to permit the continuance of offers,
                  sales and dealings therein in such jurisdictions during the
                  period the Shelf Registration is required to remain effective
                  under Section 2(b) above and for so long as may be necessary
                  to enable any such Electing Holder, agent or underwriter to
                  complete its distribution of Securities pursuant to such Shelf
                  Registration Statement and (C) take any and all other actions
                  as may be reasonably necessary or advisable to enable each
                  such Electing Holder, agent, if any, and underwriter, if any,
                  to consummate the disposition in such jurisdictions of such
                  Registrable Securities; provided, however, that neither the
                  Company nor any of the Guarantors shall be required for any
                  such purpose to (1) qualify as a foreign corporation in any
                  jurisdiction wherein it would not otherwise be required to
                  qualify but for the requirements of this Section 3(d)(xii),
                  (2) consent to general service of process in any such
                  jurisdiction or (3) make any changes to its certificate of
                  incorporation or by-laws or any agreement between it and its
                  stockholders;

                                       12

<PAGE>

                           (xiii)   use its reasonable best efforts to obtain
                  the consent or approval of each governmental agency or
                  authority, whether federal, state or local, which may be
                  required to effect the Shelf Registration or the offering or
                  sale in connection therewith or to enable the selling holder
                  or holders to offer, or to consummate the disposition of,
                  their Registrable Securities;

                           (xiv)    unless any Registrable Securities shall be
                  in book-entry only form, cooperate with the Electing Holders
                  and the managing underwriters, if any, to facilitate the
                  timely preparation and delivery of certificates representing
                  Registrable Securities to be sold, which certificates, if so
                  required by any securities exchange upon which any Registrable
                  Securities are listed, shall be penned, lithographed or
                  engraved, or produced by any combination of such methods, on
                  steel engraved borders, and which certificates shall not bear
                  any restrictive legends; and, in the case of an underwritten
                  offering, enable such Registrable Securities to be in such
                  denominations and registered in such names as the managing
                  underwriters may request at least two Business Days prior to
                  any sale of the Registrable Securities;

                           (xv)     provide a CUSIP number for all Registrable
                  Securities, not later than the applicable Effective Time;

                           (xvi)    enter into one or more underwriting
                  agreements, engagement letters, agency agreements, "best
                  efforts" underwriting agreements or similar agreements, as
                  appropriate, including customary provisions relating to
                  indemnification and contribution, and take such other actions
                  in connection therewith as any Electing Holders aggregating at
                  least 25% in aggregate principal amount of the Registrable
                  Securities at the time outstanding shall request in order to
                  expedite or facilitate the disposition of such Registrable
                  Securities;

                                       13

<PAGE>

                           (xvii)   whether or not an agreement of the type
                  referred to in Section 3(d)(xvi) hereof is entered into and
                  whether or not any portion of the offering contemplated by the
                  Shelf Registration is an underwritten offering or is made
                  through a placement or sales agent or any other entity, (A)
                  make such representations and warranties to the Electing
                  Holders and the placement or sales agent, if any, therefor and
                  the underwriters, if any, thereof in form, substance and scope
                  as are customarily made in connection with an offering of debt
                  securities pursuant to any appropriate agreement or to a
                  registration statement filed on the form applicable to the
                  Shelf Registration; (B) obtain an opinion of counsel to the
                  Company in customary form and covering such matters, of the
                  type customarily covered by such an opinion, as the managing
                  underwriters, if any, or as any Electing Holders of at least
                  25% in aggregate principal amount of the Registrable
                  Securities at the time outstanding may reasonably request,
                  addressed to such Electing Holder or Electing Holders and the
                  placement or sales agent, if any, therefor and the
                  underwriters, if any, thereof and dated the effective date of
                  such Shelf Registration Statement (and if such Shelf
                  Registration Statement contemplates an underwritten offering
                  of a part or all of the Registrable Securities, dated the date
                  of the closing under the underwriting agreement relating
                  thereto) (it being agreed that the matters to be covered by
                  such opinion shall include the due incorporation and good
                  standing of the Company and its subsidiaries; the
                  qualification of the Company and its subsidiaries to transact
                  business as foreign corporations; the due authorization,
                  execution and delivery of the relevant agreement of the type
                  referred to in Section 3(d)(xvi) hereof; the due
                  authorization, execution, authentication and issuance, and the
                  validity and enforceability, of the Securities; the absence of
                  material legal or governmental proceedings involving the
                  Company; the absence of a breach by the Company or any of its
                  subsidiaries of, or a default under, material agreements
                  binding upon the Company or any subsidiary of the Company; the
                  absence of governmental approvals required to be obtained in
                  connection with the Shelf Registration, the offering and sale
                  of the Registrable Securities, this Exchange and Registration
                  Rights Agreement or any agreement of the type referred to in
                  Section 3(d)(xvi) hereof, except such approvals as may be
                  required under state securities or blue sky laws; the material
                  compliance as to form of such Shelf Registration Statement and
                  any documents incorporated by reference therein and of the
                  Indenture with the requirements of the Securities Act and the
                  Trust Indenture Act and the rules and regulations of the
                  Commission thereunder, respectively; and, as of the date of
                  the opinion and of the Shelf Registration Statement or most
                  recent post-effective amendment thereto, as the case may be,
                  the absence from such Shelf Registration Statement and the
                  prospectus included therein, as then amended or supplemented,
                  and from the documents incorporated by reference therein (in
                  each case other than the financial statements and other
                  financial information contained therein) of an untrue
                  statement of a material fact or the omission to state therein
                  a material fact necessary to make the statements therein not
                  misleading (in the case of such documents, in the light of the
                  circumstances existing at the time that such documents were
                  filed with the Commission under the Exchange Act)); (C) obtain
                  a "cold comfort" letter or letters from the independent
                  certified public accountants of the Company addressed to the
                  selling Electing Holders, the placement or sales agent, if
                  any, therefor or the underwriters, if any, thereof, dated (i)
                  the effective date of such Shelf Registration Statement and
                  (ii) the effective date of any prospectus supplement to the
                  prospectus included in such Shelf Registration

                                       14

<PAGE>

                  Statement or post-effective amendment to such Shelf
                  Registration Statement which includes unaudited or audited
                  financial statements as of a date or for a period subsequent
                  to that of the latest such statements included in such
                  prospectus (and, if such Shelf Registration Statement
                  contemplates an underwritten offering pursuant to any
                  prospectus supplement to the prospectus included in such Shelf
                  Registration Statement or post-effective amendment to such
                  Shelf Registration Statement which includes unaudited or
                  audited financial statements as of a date or for a period
                  subsequent to that of the latest such statements included in
                  such prospectus, dated the date of the closing under the
                  underwriting agreement relating thereto), such letter or
                  letters to be in customary form and covering such matters of
                  the type customarily covered by letters of such type; (D)
                  deliver such documents and certificates, including officers'
                  certificates, as may be reasonably requested by any Electing
                  Holders of at least 25% in aggregate principal amount of the
                  Registrable Securities at the time outstanding or the
                  placement or sales agent, if any, therefor and the managing
                  underwriters, if any, thereof to evidence the accuracy of the
                  representations and warranties made pursuant to clause (A)
                  above or those contained in Section 5(a) hereof and the
                  compliance with or satisfaction of any agreements or
                  conditions contained in the underwriting agreement or other
                  agreement entered into by the Company or the Guarantors; and
                  (E) undertake such obligations relating to expense
                  reimbursement, indemnification and contribution as are
                  provided in Section 6 hereof;

                           (xviii)  notify in writing each holder of Registrable
                  Securities of any amendment or waiver of any provision of this
                  Exchange and Registration Rights Agreement pursuant to Section
                  9(h) hereof which notice shall contain the text of the
                  amendment or waiver effected;

                           (xix)    in the event that any broker-dealer
                  registered under the Exchange Act shall underwrite any
                  Registrable Securities or participate as a member of an
                  underwriting syndicate or selling group or "assist in the
                  distribution" (within the meaning of the Conduct Rules (the
                  "Conduct Rules) of the National Association of Securities
                  Dealers, Inc. ("NASD") or any successor thereto, as amended
                  from time to time) thereof, whether as a holder of such
                  Registrable Securities or as an underwriter, a placement or
                  sales agent or a broker or dealer in respect thereof, or
                  otherwise, assist such broker-dealer in complying with the
                  requirements of such Conduct Rules, including by (A) if such
                  Conduct Rules shall so require, engaging a "qualified
                  independent underwriter" (as defined in such Conduct Rules) to
                  participate in the preparation of the Shelf Registration
                  Statement relating to such Registrable Securities, to exercise
                  usual standards of due diligence in respect thereto and, if
                  any portion of the offering contemplated by such Shelf
                  Registration Statement is an underwritten offering or is made
                  through a placement or sales agent, to recommend the yield of
                  such Registrable Securities, (B) indemnifying any such
                  qualified independent underwriter to the extent of the
                  indemnification of underwriters provided in Section 6 hereof
                  (or to such other customary extent as may be requested by such
                  underwriter), and (C) providing such information to such
                  broker-dealer as may be required in order for such
                  broker-dealer to comply with the requirements of the Conduct
                  Rules; and

                                       15

<PAGE>

                           (xx)     comply with all applicable rules and
                  regulations of the Commission, and make generally available to
                  its securityholders as soon as practicable but in any event
                  not later than eighteen months after the effective date of
                  such Shelf Registration Statement, an earning statement of the
                  Company and its subsidiaries complying with Section 11(a) of
                  the Securities Act (including, at the option of the Company,
                  Rule 158 thereunder).

                  (e)      In the event that the Company would be required,
         pursuant to Section 3(d)(viii)(F) above, to notify the Electing
         Holders, the placement or sales agent, if any, therefor and the
         managing underwriters, if any, thereof, the Company shall without delay
         prepare and furnish to each of the Electing Holders, to each placement
         or sales agent, if any, and to each such underwriter, if any, a
         reasonable number of copies of a prospectus supplemented or amended so
         that, as thereafter delivered to purchasers of Registrable Securities,
         such prospectus shall conform in all material respects to the
         applicable requirements of the Securities Act and the Trust Indenture
         Act and the rules and regulations of the Commission thereunder and
         shall not contain an untrue statement of a material fact or omit to
         state a material fact required to be stated therein or necessary to
         make the statements therein not misleading in light of the
         circumstances then existing. Each Electing Holder agrees that upon
         receipt of any notice from the Company pursuant to Section
         3(d)(viii)(F) hereof, such Electing Holder shall forthwith discontinue
         the disposition of Registrable Securities pursuant to the Shelf
         Registration Statement applicable to such Registrable Securities until
         such Electing Holder shall have received copies of such amended or
         supplemented prospectus, and if so directed by the Company, such
         Electing Holder shall deliver to the Company (at the Company's expense)
         all copies, other than permanent file copies, then in such Electing
         Holder's possession of the prospectus covering such Registrable
         Securities at the time of receipt of such notice.

                  (f)      In the event of a Shelf Registration, in addition to
         the information required to be provided by each Electing Holder in its
         Notice and Questionnaire, the Company may require such Electing Holder
         to furnish to the Company such additional information regarding such
         Electing Holder and such Electing Holder's intended method of
         distribution of Registrable Securities as may be required in order to
         comply with the Securities Act. Each such Electing Holder agrees to
         notify the Company as promptly as practicable of any inaccuracy or
         change in information previously furnished by such Electing Holder to
         the Company or of the occurrence of any event in either case as a
         result of which any prospectus relating to such Shelf Registration
         contains or would contain an untrue statement of a material fact
         regarding such Electing Holder or such Electing Holder's intended
         method of disposition of such Registrable Securities or omits to state
         any material fact regarding such Electing Holder or such Electing
         Holder's intended method of disposition of such Registrable Securities
         required to be stated therein or necessary to make the statements
         therein not misleading in light of the circumstances then existing, and
         promptly to furnish to the Company any additional information required
         to correct and update any previously furnished information or required
         so that such prospectus shall not contain, with respect to such
         Electing Holder or the disposition of such Registrable Securities, an
         untrue statement of a material fact or omit to state a material fact
         required to be stated therein or necessary to make the statements
         therein not misleading in light of the circumstances then existing.

                                       16

<PAGE>

                  (g)      Until the expiration of two years after the Closing
         Date, the Company will not, and will not permit any of its "affiliates"
         (as defined in Rule 144) to, resell any of the Securities that have
         been reacquired by any of them except pursuant to an effective
         registration statement under the Securities Act.

                  (h)      Each holder agrees by acquisition of a Registrable
         Security that, upon receipt of the notice referred to in Section
         (3)(c)(iii)(C) or 3(d)(viii)(C) or any notice from the Company of the
         existence of any fact of the kind described in Section (3)(c)(iii)(F)
         or 3(d)(viii)(F) hereof (in each case, a "Suspension Notice"), such
         holder will forthwith discontinue disposition of Registrable Securities
         pursuant to a Exchange Registration Statement or Shelf Registration
         Statement, as the case may be, until (i) such holder has received
         copies of the supplemented or amended prospectus contemplated by
         Section (3)(c)(iv) hereof, or (ii) such holder is advised in writing by
         the Company that the use of the prospectus may be resumed, and has
         received copies of any additional or supplemental filings that
         incorporated by reference in the prospectus (in each case the
         "Recommencement Date"). Each holder receiving a Suspension Notice
         hereby agrees that it will either (i) destroy any prospectuses, other
         than permanent file copies, then in such holder's possession which have
         been replaced by the Company with more recently dated prospectuses or
         (ii) deliver to the Company (at the Company's expense) all copies,
         other than permanent file copies, then in such holder's possession of
         the prospectus covering such Registrable Securities that was current at
         the time of receipt of the Suspension Notice. Furthermore, the Company
         and the Guarantors may allow the Shelf Registration Statement and the
         related prospectus to cease to become effective and usable if the
         Company is in possession of material non-public information relating to
         a proposed financing, recapitalization, acquisition, business
         combination or other material transaction involving the Company or the
         Guarantors which the board of directors of the Company determines in
         good faith would require disclosure in the Shelf Registration Statement
         by the Company of such material non-public information for which the
         Company has a bona fide business purpose for not disclosing and
         disclosure of such information is not otherwise required by law;
         provided (i) that the Company notifies the holders within two business
         days after such board of directors makes such decision (a
         "Transaction-Related Suspension Notice") and (ii) that the number of
         days during which such Exchange Registration Statement or Shelf
         Registration Statement, as the case may be, was not effective or usable
         pursuant to the foregoing provisions shall last no longer than 45 days
         in any 12-month period. The time period regarding the effectiveness of
         such Exchange Registration Statement or Shelf Registration Statement
         set forth in Section 2(a) or 2(b), respectively hereof, as applicable,
         shall be extended by a number of days equal to the number of days in
         the period from and including the date of delivery of the Suspension
         Notice or Transaction-Related Suspension Notice, as applicable, to the
         date of delivery of the Recommencement Date.

         4.       Registration Expenses.

                  The Company agrees to bear and to pay or cause to be paid
promptly all expenses incident to the Company's performance of or compliance
with this Exchange and Registration Rights Agreement, including (a) all
Commission and any NASD registration, filing and review fees and expenses
including reasonable fees and disbursements of counsel for the placement or
sales agent or underwriters in connection with such registration, filing and
review, (b) all reasonable fees and expenses in connection with the
qualification of the Securities for offering and sale under the State securities
and blue sky laws referred to in Section 3(d)(xii) hereof and determination of
their eligibility for investment under the laws of such jurisdictions as

                                       17

<PAGE>

any managing underwriters or the Electing Holders may designate, including any
fees and disbursements of counsel for the Electing Holders or underwriters in
connection with such qualification and determination, (c) all expenses relating
to the preparation, printing, production, distribution and reproduction of each
registration statement required to be filed hereunder, each prospectus included
therein or prepared for distribution pursuant hereto, each amendment or
supplement to the foregoing, the expenses of preparing the Securities for
delivery and the expenses of printing or producing any underwriting agreements,
agreements among underwriters, selling agreements and blue sky or legal
investment memoranda and all other documents in connection with the offering,
sale or delivery of Securities to be disposed of (including certificates
representing the Securities), (d) messenger, telephone and delivery expenses
relating to the offering, sale or delivery of Securities and the preparation of
documents referred in clause (c) above, (e) fees and expenses of the Trustee
under the Indenture, any agent of the Trustee and any counsel for the Trustee
and of any collateral agent or custodian, (f) internal expenses (including all
salaries and expenses of the Company's officers and employees performing legal
or accounting duties), (g) fees, disbursements and expenses of counsel and
independent certified public accountants of the Company (including the expenses
of any opinions or "cold comfort" letters required by or incident to such
performance and compliance), (h) reasonable fees, disbursements and expenses of
any "qualified independent underwriter" engaged pursuant to Section 3(d)(xix)
hereof, (i) reasonable fees, disbursements and expenses of one counsel for the
Electing Holders retained in connection with a Shelf Registration, as selected
by the Electing Holders of at least a majority in aggregate principal amount of
the Registrable Securities held by Electing Holders (which counsel shall be
reasonably satisfactory to the Company), (j) any fees charged by securities
rating services for rating the Securities, and (k) fees, expenses and
disbursements of any other persons, including special experts, retained by the
Company in connection with such registration (collectively, the "Registration
Expenses"). To the extent that any Registration Expenses are incurred, assumed
or paid by any holder of Registrable Securities or any placement or sales agent
therefor or underwriter thereof, the Company shall reimburse such person for the
full amount of the Registration Expenses so incurred, assumed or paid promptly
after receipt of a request therefor. Notwithstanding the foregoing, the holders
of the Registrable Securities being registered shall pay all agency fees and
commissions and underwriting discounts and commissions attributable to the sale
of such Registrable Securities and the fees and disbursements of any counsel or
other advisors or experts retained by such holders (severally or jointly), other
than the counsel and experts specifically referred to above.

5.       Representations and Warranties.

                  Each of the Company and the Guarantors, jointly and severally,
represents and warrants to, and agrees with, each Purchaser and each of the
holders from time to time of Registrable Securities that:

                  (a)      Each registration statement covering Registrable
         Securities and each prospectus (including any preliminary or summary
         prospectus) contained therein or furnished pursuant to Section 3(c) or
         Section 3(d) hereof and any further amendments or supplements to any
         such registration statement or prospectus, when it becomes effective or
         is filed with the Commission, as the case may be, and, in the case of
         an underwritten offering of Registrable Securities, at the time of the
         closing under the underwriting agreement relating thereto, will conform
         in all material respects to the requirements of the Securities Act and
         the Trust Indenture Act and the rules and regulations of the Commission
         thereunder and will not contain an untrue statement of a material fact
         or omit to state a material fact required to be stated therein or
         necessary to

                                       18

<PAGE>

         make the statements therein not misleading; and at all times subsequent
         to the Effective Time when a prospectus would be required to be
         delivered under the Securities Act, other than from (i) such time as a
         notice has been given to holders of Registrable Securities pursuant to
         Section 3(d)(viii)(F) or Section 3(c)(iii)(F) hereof until (ii) such
         time as the Company furnishes an amended or supplemented prospectus
         pursuant to Section 3(e) or Section 3(c)(iv) hereof, each such
         registration statement, and each prospectus (including any summary
         prospectus) contained therein or furnished pursuant to Section 3(c) or
         Section 3(d) hereof, as then amended or supplemented, will conform in
         all material respects to the requirements of the Securities Act and the
         Trust Indenture Act and the rules and regulations of the Commission
         thereunder and will not contain an untrue statement of a material fact
         or omit to state a material fact required to be stated therein or
         necessary to make the statements therein not misleading in the light of
         the circumstances then existing; provided, however, that this
         representation and warranty shall not apply to any statements or
         omissions made in reliance upon and in conformity with information
         furnished in writing to the Company by a holder of Registrable
         Securities expressly for use therein.

                  (b)      Any documents incorporated by reference in any
         prospectus referred to in Section 5(a) hereof, when they become or
         became effective or are or were filed with the Commission, as the case
         may be, will conform or conformed in all material respects to the
         requirements of the Securities Act or the Exchange Act, as applicable,
         and none of such documents will contain or contained an untrue
         statement of a material fact or will omit or omitted to state a
         material fact required to be stated therein or necessary to make the
         statements therein not misleading; provided, however, that this
         representation and warranty shall not apply to any statements or
         omissions made in reliance upon and in conformity with information
         furnished in writing to the Company by a holder of Registrable
         Securities expressly for use therein.

                  (c)      The compliance by the Company with all of the
         provisions of this Exchange and Registration Rights Agreement and the
         consummation of the transactions herein contemplated (A) will not
         conflict with or result in a breach or violation of any of the terms or
         provisions of, or constitute a default under, any indenture, mortgage,
         deed of trust, loan agreement or other agreement or instrument to which
         the Company or any subsidiary of the Company is a party or by which the
         Company or any subsidiary of the Company is bound or to which any of
         the property or assets of the Company or any subsidiary of the Company
         is subject, (B) will not result in any violation of the provisions of
         the certificate of incorporation, as amended, or the by-laws of the
         Company or any of the Guarantors or (C) will not result in any
         violation of any statute or any order, rule or regulation of any court
         or governmental agency or body having jurisdiction over the Company or
         any subsidiary of the Company or any of their properties, except in the
         case of clauses (A) and (C) as would not, individually or in the
         aggregate, have a material adverse effect on the general affairs,
         business, management, liquidity, current or future financial position,
         stockholders' equity or results of operations of the Company and its
         subsidiaries taken as a whole; and no consent, approval, authorization,
         order, registration or qualification of or with any such court or
         governmental agency or body is required for the consummation by the
         Company and the Guarantors of the transactions contemplated by this
         Exchange and Registration Rights Agreement, except the registration
         under the Securities Act of the Securities, qualification of the
         Indenture under the Trust Indenture Act and such consents, approvals,
         authorizations, registrations or qualifications as may be required
         under State securities or blue sky laws in connection with the offering
         and distribution of the Securities.

                                       19

<PAGE>

                  (d)      This Exchange and Registration Rights Agreement has
         been duly authorized, executed and delivered by the Company.

         6.       Indemnification.

                  (a)      Indemnification by the Company and the Guarantors.
         The Company and the Guarantors, jointly and severally, will indemnify
         and hold harmless each of the holders of Registrable Securities
         included in an Exchange Registration Statement, each of the Electing
         Holders of Registrable Securities included in a Shelf Registration
         Statement and each person who participates as a placement or sales
         agent or as an underwriter in any offering or sale of such Registrable
         Securities against any losses, claims, damages or liabilities, joint or
         several, to which such holder, agent or underwriter may become subject
         under the Securities Act or otherwise, insofar as such losses, claims,
         damages or liabilities (or actions in respect thereof) arise out of or
         are based upon an untrue statement or alleged untrue statement of a
         material fact contained in any Exchange Registration Statement or Shelf
         Registration Statement, as the case may be, under which such
         Registrable Securities were registered under the Securities Act, or any
         preliminary, final or summary prospectus contained therein or furnished
         by the Company to any such holder, Electing Holder, agent or
         underwriter, or any amendment or supplement thereto, or arise out of or
         are based upon the omission or alleged omission to state therein a
         material fact required to be stated therein or necessary to make the
         statements therein not misleading, and will reimburse such holder, such
         Electing Holder, such agent and such underwriter for any legal or other
         expenses reasonably incurred by them in connection with investigating
         or defending any such action or claim as such expenses are incurred;
         provided, however, that neither the Company nor any of the Guarantors
         shall be liable to any such person in any such case to the extent that
         any such loss, claim, damage or liability arises out of or is based
         upon an untrue statement or alleged untrue statement or omission or
         alleged omission made in such registration statement, or preliminary,
         final or summary prospectus, or amendment or supplement thereto, in
         reliance upon and in conformity with written information furnished to
         the Company by such person expressly for use therein.

                  (b)      Indemnification by the Holders and any Agents and
         Underwriters. The Company may require, as a condition to including any
         Registrable Securities in any registration statement filed pursuant to
         Section 2(b) hereof and to entering into any underwriting agreement
         with respect thereto, that the Company shall have received an
         undertaking reasonably satisfactory to it from the Electing Holder of
         such Registrable Securities and from each underwriter named in any such
         underwriting agreement, severally and not jointly, to (i) indemnify and
         hold harmless the Company, the Guarantors, and all other holders of
         Registrable Securities, against any losses, claims, damages or
         liabilities to which the Company, the Guarantors or such other holders
         of Registrable Securities may become subject, under the Securities Act
         or otherwise, insofar as such losses, claims, damages or liabilities
         (or actions in respect thereof) arise out of or are based upon an
         untrue statement or alleged untrue statement of a material fact
         contained in such registration statement, or any preliminary, final or
         summary prospectus contained therein or furnished by the Company to any
         such Electing Holder, agent or underwriter, or any amendment or
         supplement thereto, or arise out of or are based upon the omission or
         alleged omission to state therein a material fact required to be stated
         therein or necessary to make the statements therein not misleading, in
         each case to the extent, but only to the extent, that such untrue
         statement or alleged untrue statement or omission or alleged omission
         was made in reliance upon and in conformity

                                       20

<PAGE>

         with written information furnished to the Company by such Electing
         Holder or underwriter expressly for use therein, and (ii) reimburse the
         Company and the Guarantors for any legal or other expenses reasonably
         incurred by the Company and the Guarantors in connection with
         investigating or defending any such action or claim as such expenses
         are incurred; provided, however, that no such Electing Holder shall be
         required to undertake liability to any person under this Section 6(b)
         for any amounts in excess of the dollar amount of the proceeds to be
         received by such Electing Holder from the sale of such Electing
         Holder's Registrable Securities pursuant to such registration.

                  (c)      Notices of Claims, Etc. Promptly after receipt by an
         indemnified party under subsection (a) or (b) above of written notice
         of the commencement of any action, such indemnified party shall, if a
         claim in respect thereof is to be made against an indemnifying party
         pursuant to the indemnification provisions of or contemplated by this
         Section 6, notify such indemnifying party in writing of the
         commencement of such action; but the omission so to notify the
         indemnifying party shall not relieve it from any liability which it may
         have to any indemnified party otherwise than under the indemnification
         provisions of or contemplated by Section 6(a) or 6(b) hereof. In case
         any such action shall be brought against any indemnified party and it
         shall notify an indemnifying party of the commencement thereof, such
         indemnifying party shall be entitled to participate therein and, to the
         extent that it shall wish, jointly with any other indemnifying party
         similarly notified, to assume the defense thereof, with counsel
         reasonably satisfactory to such indemnified party (who shall not,
         except with the consent of the indemnified party, be counsel to the
         indemnifying party), and, after notice from the indemnifying party to
         such indemnified party of its election so to assume the defense
         thereof, such indemnifying party shall not be liable to such
         indemnified party for any legal expenses of other counsel or any other
         expenses, in each case subsequently incurred by such indemnified party,
         in connection with the defense thereof other than reasonable costs of
         investigation. No indemnifying party shall, without the written consent
         of the indemnified party, effect the settlement or compromise of, or
         consent to the entry of any judgment with respect to, any pending or
         threatened action or claim in respect of which indemnification or
         contribution may be sought hereunder (whether or not the indemnified
         party is an actual or potential party to such action or claim) unless
         such settlement, compromise or judgment (i) includes an unconditional
         release of the indemnified party from all liability arising out of such
         action or claim and (ii) does not include a statement as to or an
         admission of fault, culpability or a failure to act by or on behalf of
         any indemnified party.

                                       21

<PAGE>

                  (d)      Contribution. If for any reason the indemnification
         provisions contemplated by Section 6(a) or Section 6(b) are unavailable
         to or insufficient to hold harmless an indemnified party in respect of
         any losses, claims, damages or liabilities (or actions in respect
         thereof) referred to therein, then each indemnifying party shall
         contribute to the amount paid or payable by such indemnified party as a
         result of such losses, claims, damages or liabilities (or actions in
         respect thereof) in such proportion as is appropriate to reflect the
         relative fault of the indemnifying party and the indemnified party in
         connection with the statements or omissions which resulted in such
         losses, claims, damages or liabilities (or actions in respect thereof),
         as well as any other relevant equitable considerations. The relative
         fault of such indemnifying party and indemnified party shall be
         determined by reference to, among other things, whether the untrue or
         alleged untrue statement of a material fact or omission or alleged
         omission to state a material fact relates to information supplied by
         such indemnifying party or by such indemnified party, and the parties'
         relative intent, knowledge, access to information and opportunity to
         correct or prevent such statement or omission. The parties hereto agree
         that it would not be just and equitable if contributions pursuant to
         this Section 6(d) were determined by pro rata allocation (even if the
         holders or any agents or underwriters or all of them were treated as
         one entity for such purpose) or by any other method of allocation which
         does not take account of the equitable considerations referred to in
         this Section 6(d). The amount paid or payable by an indemnified party
         as a result of the losses, claims, damages, or liabilities (or actions
         in respect thereof) referred to above shall be deemed to include any
         legal or other fees or expenses reasonably incurred by such indemnified
         party in connection with investigating or defending any such action or
         claim. Notwithstanding the provisions of this Section 6(d), no holder
         shall be required to contribute any amount in excess of the amount by
         which the dollar amount of the proceeds received by such holder from
         the sale of any Registrable Securities (after deducting any fees,
         discounts and commissions applicable thereto) exceeds the amount of any
         damages which such holder has otherwise been required to pay by reason
         of such untrue or alleged untrue statement or omission or alleged
         omission, and no underwriter shall be required to contribute any amount
         in excess of the amount by which the total price at which the
         Registrable Securities underwritten by it and distributed to the public
         were offered to the public exceeds the amount of any damages which such
         underwriter has otherwise been required to pay by reason of such untrue
         or alleged untrue statement or omission or alleged omission. No person
         guilty of fraudulent misrepresentation (within the meaning of Section
         11(f) of the Securities Act) shall be entitled to contribution from any
         person who was not guilty of such fraudulent misrepresentation. The
         holders' and any underwriters' obligations in this Section 6(d) to
         contribute shall be several in proportion to the principal amount of
         Registrable Securities registered or underwritten, as the case may be,
         by them and not joint.

                  (e)      The obligations of the Company and the Guarantors
         under this Section 6 shall be in addition to any liability which the
         Company or the Guarantors may otherwise have and shall extend, upon the
         same terms and conditions, to each officer, director and partner of
         each holder, agent and underwriter and each person, if any, who
         controls any holder, agent or underwriter within the meaning of the
         Securities Act; and the obligations of the holders and any agents or
         underwriters contemplated by this Section 6 shall be in addition to any
         liability which the respective holder, agent or underwriter may
         otherwise have and shall extend, upon the same terms and conditions, to
         each officer and director of the Company or any of the Guarantors
         (including any person who, with his or her consent, is named in any
         registration statement as about to become a director of the

                                       22

<PAGE>

         Company or any of the Guarantors) and to each person, if any, who
         controls the Company within the meaning of the Securities Act.

         7.       Underwritten Offerings.

                  (a)      Selection of Underwriters. If any of the Registrable
         Securities covered by the Shelf Registration are to be sold pursuant to
         an underwritten offering, the managing underwriter or underwriters
         thereof shall be designated by Electing Holders holding at least a
         majority in aggregate principal amount of the Registrable Securities to
         be included in such offering, provided that such designated managing
         underwriter or underwriters is or are reasonably acceptable to the
         Company.

                  (b)      Participation by Holders. Each holder of Registrable
         Securities hereby agrees with each other such holder that no such
         holder may participate in any underwritten offering hereunder unless
         such holder (i) agrees to sell such holder's Registrable Securities on
         the basis provided in any underwriting arrangements approved by the
         persons entitled hereunder to approve such arrangements and (ii)
         completes and executes all questionnaires, powers of attorney,
         indemnities, underwriting agreements and other documents reasonably
         required under the terms of such underwriting arrangements.

         8.       Rule 144.

                  The Company covenants to the holders of Registrable Securities
that to the extent it shall be required to do so under the Exchange Act, the
Company shall timely file the reports required to be filed by it under the
Exchange Act or the Securities Act (including the reports under Section 13 and
15(d) of the Exchange Act referred to in subparagraph (c)(1) of Rule 144 adopted
by the Commission under the Securities Act) and the rules and regulations
adopted by the Commission thereunder, and shall take such further action as any
holder of Registrable Securities may reasonably request, all to the extent
required from time to time to enable such holder to sell Registrable Securities
without registration under the Securities Act within the limitations of the
exemption provided by Rule 144 under the Securities Act, as such Rule may be
amended from time to time, or any similar or successor rule or regulation
hereafter adopted by the Commission. Upon the request of any holder of
Registrable Securities in connection with that holder's sale pursuant to Rule
144, the Company shall deliver to such holder a written statement as to whether
it has complied with such requirements.

         9.       Miscellaneous.

                  (a)      No Inconsistent Agreements. The Company represents,
         warrants, covenants and agrees that it has not granted, and shall not
         grant, registration rights with respect to Registrable Securities or
         any other securities which would be inconsistent with the terms
         contained in this Exchange and Registration Rights Agreement.

                                       23

<PAGE>

                  (b)      Specific Performance. The parties hereto acknowledge
         that there would be no adequate remedy at law if the Company fails to
         perform any of its obligations hereunder and that the Purchasers and
         the holders from time to time of the Registrable Securities may be
         irreparably harmed by any such failure, and accordingly agree that the
         Purchasers and such holders, in addition to any other remedy to which
         they may be entitled at law or in equity, shall be entitled to compel
         specific performance of the obligations of the Company under this
         Exchange and Registration Rights Agreement in accordance with the terms
         and conditions of this Exchange and Registration Rights Agreement, in
         any court of the United States or any State thereof having
         jurisdiction.

                  (c)      Notices. All notices, requests, claims, demands,
         waivers and other communications hereunder shall be in writing and
         shall be deemed to have been duly given when delivered by hand, if
         delivered personally or by courier, or three days after being deposited
         in the mail (registered or certified mail, postage prepaid, return
         receipt requested) as follows: If to the Company, to it at 1301 First
         Avenue, Columbus, Georgia, 31901, Attention: Chief Financial Officer,
         facsimile number: (706) 576-3433 (with a copy to: King & Spalding LLP,
         191 Peachtree St., Atlanta, Georgia 30303, Attention: John J. Kelley
         III, Esq., facsimile number: (404) 572-5100), and if to a holder, to
         the address of such holder set forth in the security register or other
         records of the Company, or to such other address as the Company or any
         such holder may have furnished to the other in writing in accordance
         herewith, except that notices of change of address shall be effective
         only upon receipt.

                  (d)      Parties in Interest. All the terms and provisions of
         this Exchange and Registration Rights Agreement shall be binding upon,
         shall inure to the benefit of and shall be enforceable by the parties
         hereto and the holders from time to time of the Registrable Securities
         and the respective successors and assigns of the parties hereto and
         such holders. In the event that any transferee of any holder of
         Registrable Securities shall acquire Registrable Securities, in any
         manner, whether by gift, bequest, purchase, operation of law or
         otherwise, such transferee shall, without any further writing or action
         of any kind, be deemed a beneficiary hereof for all purposes and such
         Registrable Securities shall be held subject to all of the terms of
         this Exchange and Registration Rights Agreement, and by taking and
         holding such Registrable Securities such transferee shall be entitled
         to receive the benefits of, and be conclusively deemed to have agreed
         to be bound by all of the applicable terms and provisions of this
         Exchange and Registration Rights Agreement. If the Company shall so
         request, any such successor, assign or transferee shall agree in
         writing to acquire and hold the Registrable Securities subject to all
         of the applicable terms hereof.

                  (e)      Survival. The respective indemnities, agreements,
         representations, warranties and each other provision set forth in this
         Exchange and Registration Rights Agreement or made pursuant hereto
         shall remain in full force and effect regardless of any investigation
         (or statement as to the results thereof) made by or on behalf of any
         holder of Registrable Securities, any director, officer or partner of
         such holder, any agent or underwriter or any director, officer or
         partner thereof, or any controlling person of any of the foregoing, and
         shall survive delivery of and payment for the Registrable Securities
         pursuant to the Purchase Agreement and the transfer and registration of
         Registrable Securities by such holder and the consummation of an
         Exchange Offer.

                  (f)      Governing Law. This Exchange and Registration Rights
         Agreement shall be governed by and construed in accordance with the
         laws of the State of New York.

                                       24

<PAGE>

                  (g)      Headings. The descriptive headings of the several
         Sections and paragraphs of this Exchange and Registration Rights
         Agreement are inserted for convenience only, do not constitute a part
         of this Exchange and Registration Rights Agreement and shall not affect
         in any way the meaning or interpretation of this Exchange and
         Registration Rights Agreement.

                  (h)      Entire Agreement; Amendments. This Exchange and
         Registration Rights Agreement and the other writings referred to herein
         (including the Indenture and the form of Securities) or delivered
         pursuant hereto which form a part hereof contain the entire
         understanding of the parties with respect to its subject matter. This
         Exchange and Registration Rights Agreement supersedes all prior
         agreements and understandings between the parties with respect to its
         subject matter. This Exchange and Registration Rights Agreement may be
         amended and the observance of any term of this Exchange and
         Registration Rights Agreement may be waived (either generally or in a
         particular instance and either retroactively or prospectively) only by
         a written instrument duly executed by the Company and the holders of at
         least a majority in aggregate principal amount of the Registrable
         Securities at the time outstanding. Each holder of any Registrable
         Securities at the time or thereafter outstanding shall be bound by any
         amendment or waiver effected pursuant to this Section 9(h), whether or
         not any notice, writing or marking indicating such amendment or waiver
         appears on such Registrable Securities or is delivered to such holder.

                  (i)      Inspection. For so long as this Exchange and
         Registration Rights Agreement shall be in effect, this Exchange and
         Registration Rights Agreement and a complete list of the names and
         addresses of all the holders of Registrable Securities shall be made
         available for inspection and copying on any Business Day by any holder
         of Registrable Securities for proper purposes only (which shall include
         any purpose related to the rights of the holders of Registrable
         Securities under the Securities, the Indenture and this Agreement) at
         the offices of the Company at the address thereof set forth in Section
         9(c) above and at the office of the Trustee under the Indenture.

                  (j)      Counterparts. This agreement may be executed by the
         parties in counterparts, each of which shall be deemed to be an
         original, but all such respective counterparts shall together
         constitute one and the same instrument.

                  If the foregoing is in accordance with your understanding,
please sign and return to us nine (9) counterparts hereof, and upon the
acceptance hereof by you, on behalf of each of the Purchasers, this letter and
such acceptance hereof shall constitute a binding agreement among each of the
Purchasers, the Guarantors and the Company. It is understood that your
acceptance of this letter on behalf of each of the Purchasers is pursuant to the
authority set forth in a form of Agreement among Purchasers, the form of which
shall be submitted to the Company for examination upon request, but without
warranty on your part as to the authority of the signers thereof.

                                       25

<PAGE>

                                                                  EXECUTION COPY

                                    Very truly yours,

                                    Carmike Cinemas, Inc.

                                    By: /s/ Martin A. Durant
                                       ---------------------
                                    Name:  Martin A. Durant
                                    Title: Senior Vice President - Finance,
                                           Treasurer and Chief Financial Officer

                                    Eastwynn Theatres, Inc.

                                    By: /s/ Martin A. Durant
                                       ---------------------
                                    Name:  Martin A. Durant
                                    Title: Senior Vice President - Finance,
                                           Treasurer and Chief Financial Officer

                                    Wooden Nickel Pub, Inc.

                                    By: /s/ Martin A. Durant
                                       ---------------------
                                    Name:  Martin A. Durant
                                    Title: Senior Vice President - Finance,
                                           Treasurer and Chief Financial Officer

                                    Military Services, Inc.

                                    By: /s/ Martin A. Durant
                                       ---------------------
                                    Name:  Martin A. Durant
                                    Title: Senior Vice President - Finance,
                                           Treasurer and Chief Financial Officer

Accepted as of the date hereof:

Goldman, Sachs & Co.

By: /s/ Goldman, Sachs & Co.
   -------------------------
     (Goldman, Sachs & Co.)

On behalf of each of the Purchasers

<PAGE>

                                                                  EXECUTION COPY

                                   SCHEDULE I

<TABLE>
<CAPTION>
                                             PRINCIPAL AMOUNT
                                               OF SECURITIES
                PURCHASER                     TO BE PURCHASED
                ---------                    ----------------
<S>                                          <C>
Goldman, Sachs & Co......................     $   87,500,000
Bear, Stearns & Co. Inc..................         18,750,000
UBS Securities LLC.......................         18,750,000
Harris Nesbitt Corp......................         12,500,000
Jefferies & Company, Inc.................         12,500,000

Total....................................     $  150,000,000
</TABLE>

                                      S-1

<PAGE>

                                                                  EXECUTION COPY

                                                                       EXHIBIT A

                              CARMIKE CINEMAS, INC.

                         INSTRUCTION TO DTC PARTICIPANTS

                                (DATE OF MAILING)

                     URGENT - IMMEDIATE ATTENTION REQUESTED

                        DEADLINE FOR RESPONSE: [DATE]*

The Depository Trust Company ("DTC") has identified you as a DTC Participant
through which beneficial interests in the Carmike Cinemas, Inc. (the "Company")
7.500% Senior Subordinated Notes due 2014 (the "Securities") are held.

The Company is in the process of registering the Securities under the Securities
Act of 1933 for resale by the beneficial owners thereof. In order to have their
Securities included in the registration statement, beneficial owners must
complete and return the enclosed Notice of Registration Statement and Selling
Securityholder Questionnaire.

It is important that beneficial owners of the Securities receive a copy of the
enclosed materials as soon as possible as their rights to have the Securities
included in the registration statement depend upon their returning the Notice
and Questionnaire by [Deadline For Response]. Please forward a copy of the
enclosed documents to each beneficial owner that holds interests in the
Securities through you. If you require more copies of the enclosed materials or
have any questions pertaining to this matter, please contact Carmike Cinemas,
Inc., 1301 First Avenue, Columbus, Georgia 31901, Tel: (706) 576-3400.

-------------------
* Not less than 28 calendar days from date of mailing.

                                      A-1

<PAGE>

                              CARMIKE CINEMAS, INC.

                        Notice of Registration Statement
                                       and
                      Selling Securityholder Questionnaire

                                     (Date)

Reference is hereby made to the Exchange and Registration Rights Agreement (the
"Exchange and Registration Rights Agreement") among Carmike Cinemas, Inc. (the
"Company"), the Guarantors therein and the Purchasers named therein. Pursuant to
the Exchange and Registration Rights Agreement, the Company has filed with the
United States Securities and Exchange Commission (the "Commission") a
registration statement on Form [__] (the "Shelf Registration Statement") for the
registration and resale under Rule 415 of the Securities Act of 1933, as amended
(the "Securities Act"), of the Company's 7.500% Senior Subordinated Notes due
2014 (the "Securities"). A copy of the Exchange and Registration Rights
Agreement is attached hereto. All capitalized terms not otherwise defined herein
shall have the meanings ascribed thereto in the Exchange and Registration Rights
Agreement.

Each beneficial owner of Registrable Securities (as defined below) is entitled
to have the Registrable Securities beneficially owned by it included in the
Shelf Registration Statement. In order to have Registrable Securities included
in the Shelf Registration Statement, this Notice of Registration Statement and
Selling Securityholder Questionnaire ("Notice and Questionnaire") must be
completed, executed and delivered to the Company's counsel at the address set
forth herein for receipt ON OR BEFORE [Deadline for Response]. Beneficial owners
of Registrable Securities who do not complete, execute and return this Notice
and Questionnaire by such date (i) will not be named as selling securityholders
in the Shelf Registration Statement and (ii) may not use the Prospectus forming
a part thereof for resales of Registrable Securities.

Certain legal consequences arise from being named as a selling securityholder in
the Shelf Registration Statement and related Prospectus. Accordingly, holders
and beneficial owners of Registrable Securities are advised to consult their own
securities law counsel regarding the consequences of being named or not being
named as a selling securityholder in the Shelf Registration Statement and
related Prospectus.

The term "Registrable Securities" is defined in the Exchange and Registration
Rights Agreement.

                                      A-2

<PAGE>

                                    ELECTION

The undersigned holder (the "Selling Securityholder") of Registrable Securities
hereby elects to include in the Shelf Registration Statement the Registrable
Securities beneficially owned by it and listed below in Item (3). The
undersigned, by signing and returning this Notice and Questionnaire, agrees to
be bound with respect to such Registrable Securities by the terms and conditions
of this Notice and Questionnaire and the Exchange and Registration Rights
Agreement, including, without limitation, Section 6 of the Exchange and
Registration Rights Agreement, as if the undersigned Selling Securityholder were
an original party thereto.

Upon any sale of Registrable Securities pursuant to the Shelf Registration
Statement, the Selling Securityholder will be required to deliver to the Company
and Trustee the Notice of Transfer set forth in Appendix A to the Prospectus and
as Exhibit B to the Exchange and Registration Rights Agreement.

The Selling Securityholder hereby provides the following information to the
Company and represents and warrants that such information is accurate and
complete:

                                      A-3

<PAGE>

                                  QUESTIONNAIRE

(1)(a)   Full Legal Name of Selling Securityholder:

(b)      Full Legal Name of Registered Holder (if not the same as in (a) above)
         of Registrable Securities Listed in Item (3) below:

(c)      Full Legal Name of DTC Participant (if applicable and if not the same
         as (b) above) Through Which Registrable Securities Listed in Item (3)
         below are Held:

(2)      Address for Notices to Selling Securityholder:

         __________________
         __________________
         __________________

         Telephone:     _______________
         Fax:           _______________
         Contact Person:_______________

(3)      Beneficial Ownership of Securities:

         Except as set forth below in this Item (3), the undersigned does not
         beneficially own any Securities.

(a)      Principal amount of Registrable Securities beneficially owned:
         ___________________________

         CUSIP No(s). of such Registrable Securities:
         ___________________________

(b)      Principal amount of Securities other than Registrable Securities
         beneficially owned:
         ___________________________

         CUSIP No(s). of such other Securities:
         ___________________________

(c)      Principal amount of Registrable Securities which the undersigned wishes
         to be included in the Shelf Registration Statement:
         ___________________________

         CUSIP No(s). of such Registrable Securities to be included in the Shelf
         Registration Statement:
         ___________________________

(4)      Beneficial Ownership of Other Securities of the Company:

         Except as set forth below in this Item (4), the undersigned Selling
         Securityholder is not the beneficial or registered owner of any other
         securities of the Company, other than the Securities listed above in
         Item (3).

         State any exceptions here:

(5)      Relationships with the Company:

                                      A-4

<PAGE>

         Except as set forth below, neither the Selling Securityholder nor any
         of its affiliates, officers, directors or principal equity holders (5%
         or more) has held any position or office or has had any other material
         relationship with the Company (or its predecessors or affiliates)
         during the past three years.

         State any exceptions here:

(6)      Plan of Distribution:

         Except as set forth below, the undersigned Selling Securityholder
         intends to distribute the Registrable Securities listed above in Item
         (3) only as follows (if at all): Such Registrable Securities may be
         sold from time to time directly by the undersigned Selling
         Securityholder or, alternatively, through underwriters, broker-dealers
         or agents. Such Registrable Securities may be sold in one or more
         transactions at fixed prices, at prevailing market prices at the time
         of sale, at varying prices determined at the time of sale, or at
         negotiated prices. Such sales may be effected in transactions (which
         may involve crosses or block transactions) (i) on any national
         securities exchange or quotation service on which the Registered
         Securities may be listed or quoted at the time of sale, (ii) in the
         over-the-counter market, (iii) in transactions otherwise than on such
         exchanges or services or in the over-the-counter market, or (iv)
         through the writing of options. In connection with sales of the
         Registrable Securities or otherwise, the Selling Securityholder may
         enter into hedging transactions with broker-dealers, which may in turn
         engage in short sales of the Registrable Securities in the course of
         hedging the positions they assume. The Selling Securityholder may also
         sell Registrable Securities short and deliver Registrable Securities to
         close out such short positions, or loan or pledge Registrable
         Securities to broker-dealers that in turn may sell such securities.

         State any exceptions here:

By signing below, the Selling Securityholder acknowledges that it understands
its obligation to comply, and agrees that it will comply, with the provisions of
the Exchange Act and the rules and regulations thereunder, particularly
Regulation M.

In the event that the Selling Securityholder transfers all or any portion of the
Registrable Securities listed in Item (3) above after the date on which such
information is provided to the Company, the Selling Securityholder agrees to
notify the transferee(s) at the time of the transfer of its rights and
obligations under this Notice and Questionnaire and the Exchange and
Registration Rights Agreement.

By signing below, the Selling Securityholder consents to the disclosure of the
information contained herein in its answers to Items (1) through (6) above and
the inclusion of such information in the Shelf Registration Statement and
related Prospectus. The Selling Securityholder understands that such information
will be relied upon by the Company in connection with the preparation of the
Shelf Registration Statement and related Prospectus.

In accordance with the Selling Securityholder's obligation under Section 3(d) of
the Exchange and Registration Rights Agreement to provide such information as
may be required by law for inclusion in the Shelf Registration Statement, the
Selling Securityholder agrees to promptly notify the Company of any inaccuracies
or changes in the information provided herein which may occur subsequent to the
date hereof at any time while the Shelf Registration Statement remains in
effect. All notices hereunder and pursuant to the Exchange and Registration
Rights

                                      A-5

<PAGE>

Agreement shall be made in writing, by hand-delivery, first-class mail, or air
courier guaranteeing overnight delivery as follows:

                  (i)      To the Company:

                                             Carmike Cinemas, Inc.
                                             1301 First Avenue
                                             Columbus, GA 31901
                                             Attention: Chief Financial Officer

                                             __________________________________

                  (ii)     With a copy to:

                                             King & Spalding LLP
                                             191 Peachtree Street
                                             Atlanta, GA 30303
                                             Attention: John J. Kelley III, Esq.

Once this Notice and Questionnaire is executed by the Selling Securityholder and
received by the Company's counsel, the terms of this Notice and Questionnaire,
and the representations and warranties contained herein, shall be binding on,
shall inure to the benefit of and shall be enforceable by the respective
successors, heirs, personal representatives, and assigns of the Company and the
Selling Securityholder (with respect to the Registrable Securities beneficially
owned by such Selling Securityholder and listed in Item (3) above. This
Agreement shall be governed in all respects by the laws of the State of New
York.

IN WITNESS WHEREOF, the undersigned, by authority duly given, has caused this
Notice and Questionnaire to be executed and delivered either in person or by its
duly authorized agent.

Dated:  _____________

         _______________________________________________
         Selling Securityholder
         (Print/type full legal name of beneficial owner of Registrable
         Securities)

         By: ____________________________________________
         Name:
         Title:

PLEASE RETURN THE COMPLETED AND EXECUTED NOTICE AND QUESTIONNAIRE FOR RECEIPT ON
OR BEFORE [DEADLINE FOR RESPONSE] TO THE COMPANY'S COUNSEL AT:

                  King & Spalding LLP
                  191 Peachtree St.
                  Atlanta, Georgia 30303
                  Attention: John J. Kelley III, Esq.

                                      A-6

<PAGE>

                                                                  EXECUTION COPY

                                                                       EXHIBIT B

              NOTICE OF TRANSFER PURSUANT TO REGISTRATION STATEMENT

Wells Fargo Bank Minnesota, National Association
Carmike Cinemas, Inc.
c/o Joseph P. O'Donnell
213 Court Street
Suite 703
Middletown, CT  06457
Attention: Trust Officer

                  Re:      Carmike Cinemas, Inc. (the "Company")
                           7.500% Senior Subordinated Notes due 2014

Dear Sirs:

Please be advised that _______ has transferred $ aggregate principal amount of
the above-referenced Notes pursuant to an effective Registration Statement on
Form [_______] (File No. 333) filed by the Company.

We hereby certify that the prospectus delivery requirements, if any, of the
Securities Act of 1933, as amended, have been satisfied and that the above-named
beneficial owner of the Notes is named as a "Selling Holder" in the Prospectus
dated [date] or in supplements thereto, and that the aggregate principal amount
of the Notes transferred are the Notes listed in such Prospectus opposite such
owner's name.

Dated:

                                             Very truly yours,

                                             ___________________________
                                                    (Name)

                                             By: ________________________
                                                  (Authorized Signature)

                                      B-1