<PAGE>
                                                                   EXHIBIT 10.1


                 FIRST AMENDMENT TO TERM LOAN CREDIT AGREEMENT


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

                                  WITNESSETH:

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

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

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

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

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

                           Section 5.23  Capital Expenditures.

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


<TABLE>
<CAPTION>
                           Fiscal Year Ending                    Capital Expenditure Limit
                           ------------------                    -------------------------

                           <S>                                   <C>
                           December 31, 2002                      $20,000,000
                           December 31, 2003                      $20,000,000
                           December 31, 2004                      $25,000,000
                           December 31, 2005                      $25,000,000
                           December 31, 2006                      $25,000,000.
</TABLE>


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

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

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

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

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

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

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

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

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

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


                                       2
<PAGE>
each of the Guarantors; (B) evidence satisfactory to the Administrative Agent
that the Revolver Credit Agreement has been amended, or a waiver granted
thereunder, so as to permit the Borrower to incur Capital Expenditures up to
the amounts permitted by Section 5.23, as in effect by virtue of this First
Amendment, for the Fiscal Years ending on and after December 31, 2003; and (C)
payment to the Administrative Agent, for the ratable account of the Lenders, of
an amendment fee in the aggregate amount of $275,000.


                                       3
<PAGE>
IN WITNESS WHEREOF, the Borrower, the Administrative Agent and each of the
Required Lenders has caused this First Amendment to be duly executed, under
seal, by its duly authorized officer as of the day and year first above written.


                                       CARMIKE CINEMAS, INC.,           (SEAL)
                                       as Borrower


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



                                       4
<PAGE>
                                       BNY ASSET SOLUTIONS LLC,
                                       as Administrative Agent            (SEAL)


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



                                       5
<PAGE>
                                    AVIARY ASSOCIATES, LP,
                                    as a Term Lender

                                    By: Aviary Capital Enterprise, Inc.


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




                                       6
<PAGE>
                                    BROOKVILLE CAPITAL MASTER FUND
                                    LP, as a Term Lender


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



                                       7
<PAGE>
                                   CALIFORNIA PUBLIC EMPLOYEES
                                   RETIREMENT SYSTEM, as a Term Lender

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


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



                                       8
<PAGE>
                                    CONTINENTAL ASSURANCE COMPANY,
                                    ON BEHALF OF ITS SEPARATE ACCOUNT
                                    (E), as a Term Lender


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

                                                      Form Approved
                                                      by Law Dept.
                                                          MDC
                                                          ---



                                       9
<PAGE>


                                       CONTINENTAL CASUALTY COMPANY,
                                       as a Term Lender


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














                                       10

<PAGE>



                                       CREDIT SUISSE FIRST BOSTON
                                       INTERNATIONAL, as a Term Lender


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














                                       11

<PAGE>


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


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














                                       12

<PAGE>



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


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














                                       13

<PAGE>


                                       FRANKLIN FLOATING RATE DAILY
                                       ACCESS FUND, as a Term Lender


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














                                       14

<PAGE>
                                                 FRANKLIN FLOATING RATE MASTER
                                                 SERIES FUND, as a Term Lender


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


                                       15
<PAGE>
                                                 FRANKLIN FLOATING RATE TRUST,
                                                 as a Term Lender


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


                                      16
<PAGE>
                                                 GENERAL ELECTRIC CAPITAL
                                                 CORPORATION, as a Term Lender


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


                                      17
<PAGE>
                                                 GOLDMAN SACHS CREDIT PARTNERS
                                                 L.P., as a Term Lender


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


                                      18
<PAGE>
                                                 GSC PARTNERS GEMINI FUND
                                                 LIMITED, as a Term Lender


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


                                      19
<PAGE>
                                                 KZH HIGHLAND-2 LLC,
                                                 as a Term Lender


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


                                      20
<PAGE>
                           LIBERTY FLOATING RATE ADVANTAGE
                           FUND, as a Term Lender


                           By: Columbia Management Advisors, Inc.,
                               as Advisor



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


                                       21
<PAGE>
                                   MW POST OPPORTUNITY OFFSHORE
                                   FUND, LTD., as a Term Lender



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


                                       22


<PAGE>
                                    OPPENHEIMER SENIOR FLOATING RATE
                                    FUND, as a Term Lender


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



                                       23
<PAGE>
                                    POST HIGH YIELD, LP, as a Term Lender


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



                                       24
<PAGE>
                                    POST OPPORTUNITY FUND, LP, as a Term
                                    Lender


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



                                       25
<PAGE>
                                    PUTNAM DIVERSIFIED INCOME TRUST,
                                    as a Term Lender


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



                                       26
<PAGE>
                                       PUTNAM HIGH YIELD ADVANTAGE TRUST,
                                       as a Term Lender


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


                                      27
<PAGE>
                                       PUTNAM HIGH YIELD TRUST,
                                       as a Term Lender


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


                                      28
<PAGE>
                                       PUTNAM MASTER INCOME TRUST,
                                       as a Term Lender


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


                                      29
<PAGE>
                                       PUTNAM MASTER INTERMEDIATE INCOME TRUST,
                                       as a Term Lender


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


                                      30
<PAGE>
                                                 PUTNAM PREMIER INCOME TRUST,
                                                 as a Term Lender


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


                                      31
<PAGE>
                                                 PUTNAM VARIABLE TRUST - PVT
                                                 DIVERSIFIED INCOME FUND,
                                                 as a Term Lender


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


                                      32
<PAGE>
                                                 PUTNAM VARIABLE TRUST - PVT
                                                 HIGH YIELD FUND, as a Term
                                                 Lender


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


                                      33
<PAGE>
                                    RCG ENDEAVOUR LLC, as a Term Lender


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



                                       34
<PAGE>
                                    RESTORATION FUNDING CLO, LTD, as a
                                    Term Lender

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


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



                                       35
<PAGE>
                                    SPCP GROUP LLC, as a Term Lender


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



                                       36
<PAGE>
                                       STEIN ROE FLOATING RATE LIMITED
                                       LIABILITY COMPANY, as a Term Lender


                                       By: Columbia Management Advisers, Inc.,
                                           as Advisor


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


                                      37
<PAGE>
                                       TRS THEBE LLC, as a Term Lender


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


                                      38
<PAGE>
                    This page is intentionally left blank.


                                      39
<PAGE>
                                    VAN KAMPEN SENIOR LOAN FUND, as a Term
                                    Lender


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


                                      40
<PAGE>
                                    VAN KAMPEN SENIOR INCOME TRUST, as a Term
                                    Lender


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


                                      41
<PAGE>
                    CONSENT AND REAFFIRMATION OF GUARANTORS

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


                                    WOODENNICKEL PUB, INC.              (SEAL)


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


                                    MILITARY SERVICE, INC.              (SEAL)


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


                                    EASTWYNN THEATERS, INC.             (SEAL)


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



                                      42
<PAGE>
                                   EXHIBIT F

                         FORM OF COMPLIANCE CERTIFICATE

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

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


                                    CARMIKE CINEMAS, INC.


                                    By:
                                    Title:


                                      43
<PAGE>
1.       Ratio of Funded Debt to EBITDA (Section 5.03) At the end of each Fiscal
Quarter, commencing with the Fiscal Quarter ending March 31, 2002, the ratio of
Funded Debt to EBITDA for the period of 4 consecutive Fiscal Quarters ending on
such date shall not be greater than the applicable ratio provided in the
following table:


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


                                      44
<PAGE>
         2.       Interest Coverage Ratio (Section 5.04)

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


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


                                      45
<PAGE>
         3.       Ratio of EBITDAR to Fixed Charges (Section 5.06)

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


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


                                      46
<PAGE>
         4.       Negative Pledge (Section 5.07)

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

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

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

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


<TABLE>
<CAPTION>
         Description of Lien and Property subject to same:              Amount of Debt Secured:

         <S>                                                            <C>
         1.                                                             $
            -------------------------------------------------             ------------------------

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

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

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

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

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

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


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

         <S>                                                            <C>
         1.                                                             $
            -------------------------------------------------             ------------------------

         2.                                                             $
            -------------------------------------------------             ------------------------
</TABLE>


                                      47
<PAGE>

<PAGE>
<TABLE>
         <S>                                                            <C>
         3.                                                             $
            -------------------------------------------------             ------------------------

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

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

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

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

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

              Limitation (d) may not exceed (c)

</TABLE>


                                      48
<PAGE>
         5.       Sales of Assets (Section 5.10)

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

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

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

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

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


                                      49
<PAGE>
         6.       Investments (Section 5.20)

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

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

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

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

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


                                      50
<PAGE>
         7.       Capital Expenditures (Section 5.23)

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


<TABLE>
<CAPTION>
                  Fiscal Year Ending                    Capital Expenditure Limit

                  <S>                                   <C>
                  December 31, 2002                          $20,000,000
                  December 31, 2003                          $20,000,000
                  December 31, 2004                          $25,000,000
                  December 31, 2005                          $25,000,000
                  December 31, 2006                          $25,000,000
</TABLE>

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

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

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

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


                                      51
<PAGE>
                                                                   SCHEDULE - 1


                                  Funded Debt


                            Interest
(a) Funded Debt               Rate              Maturity             Total


    Secured

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

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

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

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

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

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


    Unsecured

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

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

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

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

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

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


    Guarantees


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

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

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


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

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


    Other Debt

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

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

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

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


                                      52
<PAGE>
                                                                   SCHEDULE - 2

                                     EBITDA

(a)      ____ quarter ____


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

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

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

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

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

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

         less:

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

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

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


                                      53
<PAGE>
(b)      ____ quarter ____


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

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

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

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

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

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

         less:

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

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

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


                                      54
<PAGE>
(c)      ____ quarter ____


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

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

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

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

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

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

         less:

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

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

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


                                      55
<PAGE>
(d)      ____ quarter ____


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

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

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

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

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

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

         less:

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

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

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

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


                                      56
<PAGE>
                                                                   SCHEDULE - 3

                        INTEREST EXPENSE ON FUNDED DEBT

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

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

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

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

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


                                      57
<PAGE>
                                                                   SCHEDULE - 4


                                    EBITDAR

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

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

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

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

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

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


                                      58