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                                                                     EXHIBIT 4.2


                                                                  EXECUTION COPY




                              CARMIKE CINEMAS, INC.

                   9 3/8% SENIOR SUBORDINATED NOTES DUE 2009

                      UNCONDITIONALLY GUARANTEED AS TO THE
                         PAYMENT OF PRINCIPAL, PREMIUM,
                             IF ANY, AND INTEREST BY
                             EASTWYNN THEATRES, INC.
                             WOODEN NICKEL PUB, INC.

                                    ---------

                   EXCHANGE AND REGISTRATION RIGHTS AGREEMENT
                                                                FEBRUARY 3, 1999

Goldman, Sachs & Co.,
     As representatives of the several Purchasers
     named in Schedule I to the Purchase Agreement
c/o Goldman, Sachs & Co.
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 9 3/8% Senior Subordinated
Notes due 2009, which are unconditionally guaranteed as to the payment of
principal, premium, if any, and interest by the Guarantors named on Schedule I
hereto. As an inducement to the Purchasers to enter into the Purchase Agreement
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.



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

                  "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.

                  "Conduct Rules" shall have the meaning assigned thereto in
         Section 3(d)(xix) hereof.

                  "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; (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; and (iii) a
         Market Making Shelf Registration, shall mean the time and date as of
         which the Commission declares the Market Making Shelf Registration
         Statement effective or as of which the Market Making 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.



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                  "Indenture" shall mean the Indenture, dated as of February 3,
         1999, between the Company, the Guarantors and The Bank of New York, as
         Trustee, as the same shall be amended from time to time.

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

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

                  "NASD" shall have the meaning assigned thereto in Section 3(d)
         (xix) hereof.

                  "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.

                  "Purchase Agreement" shall mean the Purchase Agreement, dated
         as of January 27, 1999 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(d) hereof.



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                  "Registration Default Period" shall have the meaning assigned
         thereto in Section 2(d) 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 9 3/8 % Senior
         Subordinated Notes due 2009 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 subsidiary guarantee provided for in the Indenture (the
         "Guarantee") 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.

                  The term "Secondary Offer Registration Statement" shall mean
         (i) the Shelf Registration Statement required to be filed by the
         Company pursuant to Section 2(b) hereof and/or (ii) the Market Making
         Shelf Registration Statement required to be filed by the Company
         pursuant to Section 2(c) hereof, in each case, as applicable. As used
         herein, references to a Secondary Offer Registration Statement in the
         singular shall, if applicable, be deemed to be in the plural.

                  "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(d) hereof.



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                  "Trust Indenture Act" shall mean the Trust Indenture Act of
         1939, as amended, 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 agrees 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 guarantee are
         substantially identical to the Securities and the related Guarantee,
         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 they 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(d) below (such new
         debt securities hereinafter called "Exchange Securities"). The Company
         agrees to use its reasonable best efforts to cause the Exchange
         Registration Statement to become effective under the Securities Act as
         soon as practicable thereafter, 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 further agrees to use its reasonable best efforts to
         commence and complete the Exchange Offer promptly, but no later than 45
         business days after such Exchange Registration Statement has become
         effective, hold the Exchange Offer open for at least 30 days and issue
         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 guarantee 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 Section 5 of the Securities Act and
         the Exchange Act (except for the requirement to deliver a prospectus
         included in the Exchange Act Registration Statement applicable to
         resales by any broker-dealer of Exchange Securities received by such
         broker-dealer pursuant to an Exchange Offer in exchange for Registrable
         Securities other than those acquired by the broker-dealer directly from
         the Company) 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



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         (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 guarantee 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 210 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), 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 or 90 days after the Closing Date, 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 agrees to use its reasonable best 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 there are no longer any Registrable
         Securities outstanding, 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 further agrees to supplement or make amendments to
         the Shelf Registration Statement, as and when required by the rules,
         regulations or instructions applicable to the registration form used by
         the Company for such Shelf Registration Statement or by the Securities
         Act or rules and regulations




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         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.

                  Notwithstanding the foregoing, the Company may postpone, for a
         period not to exceeds 30 days, supplementing or amending the Shelf
         Registration Statement if (i) the Company is in possession of material
         non-public information related to a proposed financing,
         recapitalization, acquisition, business combination or other material
         transaction and the Board of Directors of the Company determines (in
         good faith in a written resolution) that disclosure of such information
         would have a material adverse effect on the business or operations of
         the Company and its subsidiaries and disclosure of such information is
         not otherwise required by law and (ii)the Company delivers notice
         (which shall include a copy of the resolution of the Board of Directors
         with respect to such determination) to the Electing Holders and any
         placement agent or underwriting as contemplated by Section 3(d)(viii)
         (F) to the effect that Electing Holders may not make offers or sales
         under the Shelf Registration Statement; provided, however, that the
         Company may deliver only two such notices within any twelve-month
         period. Promptly upon the earlier of (x) public disclosure of such
         material non-public information, (y) the date on which such non-public
         information is no longer material and (z) 30 days after the date notice
         is given by the Company pursuant to clause (ii) above, the Company
         shall supplement or amend the Shelf Registration Statement as required
         by the immediately preceding sentence and give notice to the Electing
         Holders that offers and sales under the Shelf Registration Statement
         may be resumed.

                  (c)      The Company shall file under the Securities Act, on
         the date that the Exchange Registration Statement (or in lieu thereof,
         the Shelf Registration Statement) is filed with the Commission, a
         "shelf" registration statement (which may be the Exchange Registration
         Statement or the Shelf Registration Statement if permitted by the rules
         and regulations of the Commission) pursuant to Rule 415 under the
         Securities Act or any similar rule that may be adopted by the
         Commission providing for the registration of, and the sale on a
         continuous or delayed basis in secondary transactions by Goldman, Sachs
         & Co. of, Securities (in the event of a Shelf Registration) or Exchange
         Securities (in the event of an Exchange Offer) (such filing, the
         "Market Making Shelf Registration", and such registration statement,
         the "Market Making Shelf Registration Statement"). The Company agrees
         to use its reasonable best efforts to cause the Market Making Shelf
         Registration Statement to become or be declared effective on or prior
         to (i) the date the Exchange Offer is completed pursuant to Section
         2(a) above or (ii) the date the Shelf Registration becomes or is
         declared effective pursuant to Section 2(b) above, and to keep such
         Market Making Shelf Registration Statement continuously effective for
         so long as Goldman, Sachs & Co. may be required to deliver a prospectus
         in connection with transactions in the Securities or the Exchange
         Securities, as the case may be. In the event that Goldman, Sachs & Co.
         holds Securities at the time an Exchange Offer is to be conducted under
         Section 2(a) above, the Company agrees that the Market Making Shelf
         Registration shall provide for the resale by Goldman, Sachs & Co. of
         such Securities and shall be kept continuously effective for so long as
         Goldman, Sachs & Co. may be required to deliver a prospectus in
         connection with the sale of such Securities. The



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         Company further agrees to supplement or make amendments to the Market
         Making Shelf Registration Statement, as and when required by the rules,
         regulations or instructions applicable to the registration form used by
         the Company for such Market Making Shelf Registration Statement or by
         the Securities Act or rules and regulations thereunder for shelf
         registration, and the Company agrees to furnish to Goldman, Sachs & Co.
         copies of any such supplement or amendment prior to its being used or
         promptly following its filing with the Commission.

                  Notwithstanding the foregoing, the Company may suspend the
         offering and sale under the Market Making Shelf Registration Statement
         for a period or periods the Board of Directors of the Company
         reasonably determines to be necessary, but in any event not to exceed
         120 days in each year during which the Market Making Shelf Registration
         Statement is required to be effective and usable hereunder (measured
         from the Effective Time of the Market Making Shelf Registration
         Statement to successive anniversaries thereof) if (A)(i) the Company is
         in possession of material nonpublic information relating to a proposed
         financing, recapitalization, acquisition, disposition, business
         combination or other material transaction and (ii)(x) such transaction
         is required to be disclosed in the Market Making Shelf Registration
         Statement, the related prospectus or any amendment or supplement
         thereto, or the failure by the Company to disclose such transaction in
         the Market Making Shelf Registration Statement or related prospectus,
         or any amendment or supplement thereto, as then amended or
         supplemented, would cause the Market Making Shelf Registration
         Statement, prospectus or amendment or supplement thereto, to contain an
         untrue statement of material fact or omit to state a material fact
         necessary in order to make the statement therein, in the light of the
         circumstances under which they were made, not misleading, (y)
         information regarding the existence of such transaction has not then
         been publicly disclosed by or on behalf of the Company and (z) the
         Board of Directors of the Company determines in good faith that
         disclosure of such transaction would not be in the best interest of the
         Company or would have a material adverse effect on the consummation of
         such transaction, and (B) the Company notifies Goldman, Sachs & Co.
         within five days after such Board of Directors makes the relevant
         determination set forth in clause (A).

                  (d)      In the event that (i) the Company has not filed the
         Exchange Registration Statement, the Shelf Registration Statement or
         the Market Making Shelf Registration Statement on or before the date on
         which such registration statement is required to be filed pursuant to
         Section 2(a), 2(b) or 2(c) hereof, respectively, or (ii) such Exchange
         Registration Statement, Shelf Registration Statement or Market Making
         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), 2(b) or 2(c) hereof, respectively, or (iii)
         the Exchange Offer has not been completed within 45 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, Shelf
         Registration Statement or Market Making Shelf Registration Statement
         required by Section 2(a), 2(b) or 2(c) hereof is filed and declared
         effective but shall thereafter either be withdrawn by the Company or
         shall become subject



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         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 1.0% thereafter for the remaining portion of the Registration
         Default Period; provided that the aggregate Special Interest rate shall
         in no event exceed 1.0% per annum. Notwithstanding anything to the
         contrary set forth herein, (1) upon filing of the Exchange Registration
         Statement, the Shelf Registration Statement and/or the Market Making
         Shelf Registration Statement, in the case of (i) above, (2) upon the
         effectiveness of the Exchange Registration Statement, the Shelf
         Registration Statement and/or the Market Making Shelf Registration
         Statement, in the case of (ii) above, (3) upon completion of the
         Exchange Offer, in the case of (iii) above, or (4) upon the filing of a
         post-effective amendment or an additional registration statement that
         causes the Exchange Registration Statement, the Shelf Registration
         Statement and/or the Market Making Shelf Registration Statement to
         again be declared effective or made usable in the case of (iv) above,
         the Special Interest payable as a result of such clause (i), (ii),
         (iii) or (iv), as applicable, shall cease accruing and the interest
         rate shall return to the Base Interest.


                  (e)      The Company shall take, and shall cause the
         Guarantors 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 Guarantee under the registration statement contemplated in
         Section 2(a), 2(b) or 2(c) hereof, as applicable.

                  (f)      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 files a registration statement pursuant to
Section 2(a), Section 2(b) or Section 2(c), the following provisions shall
apply:

                  (a)      At or before the Effective Time of the Exchange
         Offer, the Shelf Registration or the Marketing Making Shelf
         Registration, whichever may be first, the Company shall qualify the
         Indenture under the Trust Indenture Act.



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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 obligations with respect
         to the registration of Exchange Securities as contemplated by Section
         2(a) (the "Exchange Registration"), if applicable, the Company 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 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 its reasonable best
                  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 Exchange 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



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                  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 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 the light of the circumstances then
                  existing;

                           (iv)     in the event that the Company would be
                  required to provide notice pursuant to Section 3(c)(iii)(F)
                  above to any broker-dealers holding Exchange Securities,
                  without unreasonable delay 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 the 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 during the Resale Period;
                  provided, however, that neither the Company nor 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;



                                       11
<PAGE>   12


                           (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 Effective Time of the Exchange
                  Registration Statement; and

                           (ix)     comply with all applicable rules and
                  regulations of the Commission, and make generally available to
                  its securityholders as soon as practicable but no later than
                  eighteen months after the effective date of such Exchange
                  Registration Statement, an earnings 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 obligations with
         respect to the Shelf Registration and the Market Making Shelf
         Registration, as applicable, the Company shall use its reasonable best
         efforts to cause the applicable Secondary Offer Registration Statement
         to permit the disposition of Registrable Securities by the holders
         thereof, in the case of the Shelf Registration, and of Securities or
         Exchange Securities by Goldman, Sachs & Co., in the case of a Market
         Making Shelf Registration (subject to the second paragraph of Section
         2(c) hereof), in accordance with the intended method or methods of
         disposition thereof provided for in the applicable Secondary Offer
         Registration Statement. In connection therewith, the Company shall, as
         soon as practicable (or as otherwise specified):

                           (i)      (A) prepare and file with the Commission, as
                  soon as practicable, but in any case within the time periods
                  specified in Section 2(b) or Section 2(c) hereof, as
                  applicable, a Secondary Offer Registration Statement on any
                  form which may be utilized by the Company, which shall (x)
                  register all of the Registrable Securities, in the case of a
                  Shelf Registration, and the Securities and Exchange
                  Securities, in the case of a Market Making Shelf Registration,
                  for resale by the holders thereof in accordance with such
                  method or methods of disposition as may be specified in
                  writing by the holders of the Registrable Securities as, from
                  time to time, may be Electing Holders, in the case of a Shelf
                  Registration, or Goldman, Sachs & Co., in the case of a Market
                  Making Shelf Registration and (y) be, in the case of a Market
                  Making Shelf Registration, in the form approved by Goldman,
                  Sachs & Co., and (B) use its reasonable best efforts to cause
                  such Secondary Offer Registration Statement to become
                  effective as soon as practicable after such filing, but in any
                  case within the time periods specified in Section 2(b) or
                  Section 2(c) hereof, as applicable;

                           (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; no holder shall be entitled to be named as a
                  selling



                                       12
<PAGE>   13


                  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 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 reasonably practicable (A)
                  prepare and file with the Commission such amendments and
                  supplements to the Secondary Offer Registration Statement and
                  the prospectus included therein as may be necessary to effect
                  and maintain the effectiveness of such Secondary Offer
                  Registration Statement for the period specified in Section
                  2(b) or Section 2(c) hereof, as applicable, and as may be
                  required by the applicable rules and regulations of the
                  Commission and the instructions applicable to the form of such
                  Secondary Offer Registration Statement and, in the case of an
                  amendment to or supplement of the Market Making Shelf
                  Registration Statement, each in a form approved by Goldman,
                  Sachs & Co., and (B) furnish to the Electing Holders, in the
                  case of a Shelf Registration, and Goldman, Sachs & Co., in the
                  case of a Market Making Shelf Registration, copies of any such
                  supplement or amendment simultaneously with or prior to its
                  being used or filed with the Commission;

                           (v)      comply with the provisions of the Securities
                  Act with respect to the disposition of all of the Registrable
                  Securities, Securities or Exchange Securities, as applicable,
                  covered by such Secondary Offer Registration Statement in
                  accordance with the intended methods of disposition provided
                  for therein by the Electing Holders, in the case of a Shelf
                  Registration, or Goldman, Sachs & Co., in the case of a Market
                  Making Shelf Registration;

                           (vi)     provide (A) with respect to a Shelf
                  Registration, the Electing Holders; (B) with respect to a
                  Market Making Shelf Registration, Goldman, Sachs & Co. and its
                  counsel; and (C) in either case, 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, the sales or placement agent, if any,
                  therefor, and one counsel (and any local counsel) for such
                  underwriters or agent, the



                                       13
<PAGE>   14


                  opportunity to participate in the preparation of such
                  Secondary Offer 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 Secondary Offer Registration Statement, and throughout
                  the period specified in Section 2(b) or Section 2(c) hereof,
                  as applicable, 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 to the Company that they have a
                  current intention to sell the Registrable Securities pursuant
                  to the Shelf Registration, or the Securities or Exchange
                  Securities pursuant to the Market Making Shelf Registration,
                  as applicable, 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 3(d)(vi), 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 Secondary Offer
                  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 Secondary Offer Registration Statement or the
                  prospectus included therein or in an amendment to such
                  Secondary Offer Registration Statement or an amendment or
                  supplement to such prospectus in order that such Secondary
                  Offer 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 the light of the
                  circumstances then existing;

                           (viii)   promptly notify each of the Electing Holders
                  or Goldman, Sachs & Co., as applicable, 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 Secondary Offer
                  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 Secondary
                  Offer 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



                                       14
<PAGE>   15


                  securities commissioner or regulator of any state with respect
                  thereto or any request by the Commission for amendments or
                  supplements to such Secondary Offer Registration Statement or
                  prospectus or for additional information, (C) of the issuance
                  by the Commission of any stop order suspending the
                  effectiveness of such Secondary Offer 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 or the Securities or Exchange Securities, as
                  applicable, 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 Secondary Offer 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 the light of the circumstances then
                  existing;

                           (ix)     use its reasonable best efforts to obtain
                  the withdrawal of any order suspending the effectiveness of
                  such Secondary Offer 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, any Electing
                  Holder or Goldman, Sachs & Co., 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, such Electing Holder or Goldman,
                  Sachs & Co. specifies should be included therein relating to
                  the terms of the sale of such Registrable Securities or the
                  Securities or Exchange Securities, as applicable, including
                  information with respect to the principal amount thereof being
                  sold by such Electing Holder, Goldman, Sachs & Co. or such
                  agent or to any underwriters, the name and description of such
                  Electing Holder, a description of Goldman, Sachs & Co., such
                  agent or such underwriter, the offering price of such
                  Registrable Securities, Securities or Exchange Securities, as
                  applicable, and any discount, commission or other compensation
                  payable in respect thereof and the purchase price being paid
                  therefor by such underwriters and with respect to any other
                  terms of the offering of the Registrable Securities,
                  Securities or Exchange Securities, as applicable, to be sold
                  by such Electing Holder, Goldman, Sachs & Co. or such agent or
                  to such underwriters, as applicable; 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;



                                       15
<PAGE>   16


                           (xi)     furnish to Goldman, Sachs & Co., 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
                  Secondary Offer 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 Secondary
                  Offer Registration Statement (excluding exhibits thereto and
                  documents incorporated by reference therein unless
                  specifically so requested by Goldman, Sachs & Co., such
                  Electing Holder, agent or underwriter, as the case may be) and
                  of the prospectus included in such Secondary Offer
                  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
                  Goldman, Sachs & Co., 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, the Securities or
                  Exchange Securities owned by Goldman, Sachs & Co., and the
                  Registrable Securities, Securities or Exchange Securities
                  offered or sold by such agent or underwritten by such
                  underwriter, as applicable, and to permit Goldman, Sachs &
                  Co., 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 Goldman, Sachs & Co.
                  (subject to the second paragraph of Section 2(c) hereof), each
                  such Electing Holder and 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, Securities or Exchange 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, Securities or
                  Exchange Securities, as applicable, to be included in such
                  Secondary Offer Registration Statement under such securities
                  laws or blue sky laws of such jurisdictions as any Electing
                  Holder, Goldman, Sachs & Co. and each placement or sales
                  agent, if any, therefor and each 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 or
                  the period the Market Making Shelf Registration is required to
                  remain effective under Section 2(c) above, as applicable, and
                  for so long as may be necessary to enable Goldman, Sachs &
                  Co., any such Electing Holder, agent or underwriter to
                  complete its distribution of Registrable Securities,
                  Securities or Exchange Securities, as applicable, pursuant to
                  such Secondary Offer Registration Statement



                                       16
<PAGE>   17


                  and (C) take any and all other actions as may be reasonably
                  necessary or advisable to enable each such Electing Holder and
                  Goldman, Sachs & Co., as applicable, such agent, if any, and
                  underwriter, if any, to consummate the disposition in such
                  jurisdictions of such Registrable Securities, Securities or
                  Exchange Securities; provided, however, that neither the
                  Company nor 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 or taxation 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;

                           (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 of the Company or, with respect to the Registrable
                  Securities, Securities or Exchange Securities, as applicable,
                  to effect the Shelf Registration or the Market Marking Shelf
                  Registration, or the offering or sale in connection therewith
                  or to enable the selling holder or holders or Goldman, Sachs &
                  Co. to offer, or to consummate the disposition of, their
                  Registrable Securities, Securities or Exchange Securities, as
                  applicable;

                           (xiv)    cooperate with the Electing Holders or
                  Goldman, Sachs & Co. and the managing underwriters, if any, to
                  facilitate the timely preparation and delivery of certificates
                  representing Registrable Securities, Securities or Exchange
                  Securities to be sold, which certificates, if so required by
                  any securities exchange upon which any Registrable Securities,
                  Securities or Exchange Securities are listed, shall be
                  printed, penned, lithographed or engraved, or otherwise
                  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, Securities or Exchange
                  Securities, as applicable 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, Securities or Exchange Securities, as
                  applicable;

                           (xv)     provide a CUSIP number for all Registrable
                  Securities, Securities or Exchange Securities, as applicable,
                  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, (A) in the case of a Shelf
                  Registration, any Electing Holders aggregating at least 20% in
                  aggregate principal amount of the Registrable Securities at
                  the time outstanding or, (B) in the case of a Market Making
                  Shelf Registration, Goldman, Sachs & Co., shall request in
                  order to expedite or facilitate the disposition of such
                  Registrable Securities, Securities or Exchange



                                       17
<PAGE>   18


                  Securities, as applicable; provided that the Company shall not
                  be required to entered into any such agreement more than twice
                  with respect to all of the Registrable Securities and may
                  delay entering into any such agreement until the consummation
                  of any underwritten public offering in which the Company shall
                  be engaged provided that such delay is reasonable;

                  (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 Secondary
                  Offer 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, Goldman, Sachs & Co. 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 and
                  substantially in the form set forth in the Purchase Agreement
                  pursuant to any appropriate agreement or to a registration
                  statement filed on the form applicable to the Shelf
                  Registration or the Market Making Shelf Registration, as
                  applicable; (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, and in the case of a Shelf Registration,
                  as any Electing Holders of at least 20% in aggregate principal
                  amount of the Registrable Securities at the time outstanding
                  or, in the case of a Market Making Shelf Registration, as
                  Goldman, Sachs & Co. may reasonably request, addressed to such
                  Electing Holder or Electing Holders, Goldman, Sachs & Co. and
                  the placement or sales agent, if any, therefor and the
                  underwriters, if any, thereof and dated the effective date of
                  such Secondary Offer Registration Statement (and if such
                  Secondary Offer Registration Statement contemplates an
                  underwritten offering of a part or all of the Registrable
                  Securities, Securities or Exchange Securities,
                  as applicable, dated the date of the closing under the
                  underwriting agreement relating thereto) and the date of
                  filing of an amendment or supplement to such Secondary Offer
                  Registration Statement or any other document that is
                  incorporated in such Secondary Offer Registration Statement by
                  reference and includes financial data with respect to a fiscal
                  quarter or year, as the case may be, (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 Registrable
                  Securities, Securities or Exchange Securities, as applicable;
                  the absence of material legal or governmental proceedings
                  involving the Company or any of its subsidiaries; 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 or Market Making Shelf Registration, as
                  applicable, the offering and sale of the Registrable
                  Securities, Securities or Exchange Securities,




                                       18
<PAGE>   19


                  as applicable, 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 Secondary Offer 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 Secondary Offer Registration Statement
                  or most recent post-effective amendment thereto, as the case
                  may be, the absence from such Secondary Offer 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, Goldman, Sachs &
                  Co. the placement or sales agent, if any, therefor or the
                  underwriters, if any, thereof, dated (i) the effective date of
                  such Secondary Offer Registration Statement and (ii) the
                  effective date of any prospectus supplement to the prospectus
                  included in such Secondary Offer Registration Statement or
                  amendment or supplement to such Secondary Offer 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 Secondary Offer Registration Statement contemplates an
                  underwritten offering pursuant to any prospectus supplement to
                  the prospectus included in such Secondary Offer Registration
                  Statement or post-effective amendment to such Secondary Offer
                  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, in the case of a
                  Shelf Registration, by any Electing Holders of at least 20% in
                  aggregate principal amount of the Registrable Securities at
                  the time outstanding or, in the case of a Market Making Shelf
                  Registration, by Goldman, Sachs & Co., and, in either case,
                  the placement or sales agent, if any, therefor and the
                  managing underwriters, if any, thereof, dated the effective
                  date of such Secondary Offer Registration Statement (and if
                  such Secondary Offer Registration Statement contemplates an
                  underwritten offering of a part or all of the Registrable
                  Securities, Securities or Exchange Securities, as applicable,
                  dated the date of the closing under the underwriting agreement
                  relating thereto) and the date of filing of an amendment or
                  supplement to such Secondary Offer Registration Statement or
                  any other document that is incorporated in such Secondary
                  Offer Registration Statement by reference and includes
                  financial data



                                       19
<PAGE>   20


                  with respect to a fiscal quarter or year, as the case may be,
                  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;

                           (xvii)   notify in writing each holder of Registrable
                  Securities affected thereby and Goldman, Sachs & Co. of any
                  proposal by the Company to amend or waive any provision of
                  this Exchange and Registration Rights Agreement pursuant to
                  Section 9(h) hereof and of any amendment or waiver effected
                  pursuant thereto, each of which notices shall contain the text
                  of the amendment or waiver proposed or effected, as the case
                  may be;

                           (xix)    in the event that any broker-dealer
                  registered under the Exchange Act shall underwrite any
                  Registrable Securities, Securities or Exchange 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, Securities
                  or Exchange 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 Secondary Offer
                  Registration Statement relating to such Registrable
                  Securities, Securities or Exchange Securities, as applicable,
                  to exercise usual standards of due diligence in respect
                  thereto and, if any portion of the offering contemplated by
                  such Secondary Offer Registration Statement is an underwritten
                  offering or is made through a placement or sales agent, to
                  recommend the yield of such Registrable Securities, Securities
                  or Exchange Securities, (B) indemnifying any such qualified
                  independent underwriter to the extent of the indemnification
                  of underwriters provided in Section 6 hereof, 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;

                           (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 Secondary Offer Registration Statement, an earnings
                  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); and


                                       20
<PAGE>   21


                           (xxi)    for so long as Goldman, Sachs & Co. may be
                  required to deliver a prospectus in connection with the offer
                  and sale of Securities or Exchange Securities in secondary
                  transactions, to furnish to Goldman, Sachs & Co. copies of all
                  reports or other communications (financial or other) furnished
                  to stockholders of the Company, and deliver to Goldman, Sachs
                  & Co. (i) as soon as they are available, copies of any reports
                  and financial statements furnished to or filed with the
                  Commission or any national securities exchange or interdealer
                  automated quotation system on which the Securities or Exchange
                  Securities or any other securities of the Company are listed
                  or quoted and the documents specified in Section 4.03 of the
                  Indenture, as in effect on the Closing; and (ii) such
                  additional information concerning the business and financial
                  condition of the Company and its subsidiaries as Goldman,
                  Sachs & Co. may from time to time reasonably request (such
                  financial statements to be on a consolidated basis to the
                  extent the accounts of the Company are consolidated in reports
                  furnished to its stockholders generally or to the Commission).

                  (e)      In the event that the Company would be required to
         provide notice pursuant to Section 3(d)(viii)(F) above to the Electing
         Holders, Goldman, Sachs & Co., the placement or sales agent, if any,
         therefor and the managing underwriters, if any, thereof, the Company
         shall without unreasonable delay prepare and furnish to each such
         person a reasonable number of copies of a prospectus supplemented or
         amended so that, as thereafter delivered to purchasers of Registrable
         Securities, Securities or Exchange Securities, as applicable, 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 the light of the circumstances
         then existing. Each Electing Holder and Goldman, Sachs & Co. agrees,
         that upon receipt of any notice from the Company pursuant to Section
         3(d)(viii)(F) hereof, such Electing Holder and Goldman, Sachs & Co.
         shall forthwith discontinue the disposition of Registrable Securities,
         Securities or Exchange Securities, as applicable, pursuant to the
         Secondary Offer Registration Statement applicable to such Registrable
         Securities, Securities or Exchange Securities, as applicable, until
         such Electing Holder or Goldman, Sachs & Co., as applicable, shall have
         received copies of such amended or supplemented prospectus, and if so
         directed by the Company, such Electing Holder or Goldman, Sachs & Co.
         shall deliver to the Company (at the Company's expense) all copies,
         other than permanent file copies, then in such Electing Holder's or
         Goldman, Sachs & Co.'s possession of the prospectus covering such
         Registrable Securities, Securities or Exchange Securities, as
         applicable, at the time of receipt of such notice.

                  (f)      In addition to the information required to be
         provided in a Notice and Questionnaire by each Electing Holder as to
         which any Shelf Registration pursuant to Section 2(b) is being effected
         or to be provided by Goldman, Sachs & Co. in connection with the Market
         Making Shelf Registration pursuant to Section 2(c), the Company may
         require an Electing Holder or Goldman, Sachs & Co., as applicable, to
         furnish to the Company in writing such additional information regarding
         such Electing Holder or



                                       21
<PAGE>   22


         Goldman, Sachs & Co. and such Electing Holder's or Goldman, Sachs &
         Co.'s intended method of distribution of the applicable Registrable
         Securities, Securities or Exchange Securities as the Company may from
         time to time reasonably request in writing, but only to the extent that
         such information is required or necessary in order to comply with the
         Securities Act. Each such Electing Holder and Goldman, Sachs & Co.
         agrees to notify the Company as promptly as practicable of any
         inaccuracy or change in information previously furnished by such
         Electing Holder or Goldman, Sachs & Co., as the case may be, 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 or Market
         Making Shelf Registration, as applicable, contains or would contain an
         untrue statement of a material fact regarding such Electing Holder or
         Goldman, Sachs & Co. or such Electing Holder's or Goldman, Sachs &
         Co.'s intended method of disposition of the applicable Registrable
         Securities, Securities or Exchange Securities or omits to state any
         material fact regarding such Electing Holder or Goldman, Sachs & Co. or
         such Electing Holder's or Goldman, Sachs & Co.'s intended method of
         disposition of the applicable Registrable Securities, Securities or
         Exchange Securities required to be stated therein or necessary to make
         the statements therein not misleading in the light of the circumstances
         then existing, and promptly to furnish to the Company in writing 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 Goldman, Sachs & Co.
         or the disposition of the applicable Registrable Securities, Securities
         or Exchange 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 the light of the
         circumstances then existing.

         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 reasonable fees and
expenses including fees and disbursements of counsel for the placement or sales
agent or underwriters in connection with such registration, filing and review,
(b) all fees and expenses in connection with the qualification of the
Registrable Securities, Securities or Exchange Securities, as applicable, for
offering and sale under the state securities and blue sky laws referred to in
Section 3(d)(vi) and 3(d)(xii) hereof and determination of their eligibility for
investment under the laws of such jurisdictions as any managing underwriters or
the Electing Holders or Goldman, Sachs & Co. may designate, including reasonable
fees and disbursements of counsel for the Electing Holders or Goldman, Sachs &
Co. 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 or Exchange 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 or Exchange
Securities to be disposed of (including certificates representing the Securities
or




                                       22
<PAGE>   23


Exchange Securities), (d) messenger, telephone and delivery expenses relating
to the offering, sale or delivery of Securities or Exchange Securities and the
preparation of documents referred in clause (c) above, (e) reasonable fees and
expenses of the Trustee under the Indenture, (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) 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 such Electing Holders, and one counsel for
Goldman, Sachs & Co. retained in connection with a Market Making Shelf
Registration, as selected by Goldman, Sachs & Co., (j) any fees charged by
securities rating services for rating the Securities or Exchange 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,
Goldman, Sachs & Co. 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, or Goldman, Sachs & Co., as applicable, shall pay
all agency fees and commissions and underwriting discounts and commissions
attributable to the sale of the applicable Registrable Securities, Securities or
Exchange 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.

                  The Company and the Guarantors represent and warrant to, and
agree with, each Purchaser and each of the holders from time to time of
Registrable Securities that:

                  (a)      Each registration statement covering Registrable
         Securities, Securities or Exchange 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, Securities or Exchange 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 make the statements therein not misleading; and
         at all times subsequent to the applicable Effective Time when a
         prospectus would be required to be delivered under the Securities Act,
         other than (A) from (i) such time as a notice has been given to holders
         of Registrable Securities or Goldman, Sachs & Co., as



                                       23
<PAGE>   24


         applicable, pursuant to Section 3(c)(iii)(F) or Section (d)(viii)(F)
         hereof until (ii) such time as the Company furnishes an amended or
         supplemented prospectus pursuant to Section 3(c)(iv) or Section 3(e)
         hereof or (B) during any suspension of offering and sale pursuant to
         the second paragraph of Section 2 (b) or 2(c) 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 or Goldman, Sachs & Co., as applicable, 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 or Goldman, Sachs & Co., as applicable, 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 will not conflict
         with or result in a breach 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 other
         than any such conflict, breach or violation as would not, singly or in
         the aggregate, have a material adverse effect or result in any
         development involving a prospective material adverse change, in or
         affecting the general affairs, management, financial position,
         stockholders' equity or results of operations of the Company and its
         subsidiaries, nor will such action result in any violation of the
         provisions of the certificate of incorporation, as amended, or the
         by-laws of the Company or the Guarantors or 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; 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 in connection with the
         registration under the



                                       24
<PAGE>   25


         Securities Act of the Registrable Securities, Securities or Exchange
         Securities, qualification of the Indenture under the Trust Indenture
         Act, filings of reports by the Company under the Exchange 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 Registrable Securities,
         Securities or Exchange Securities.

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

         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 Goldman, Sachs & Co. as holder of Securities or Exchange
         Securities included in a Market Making 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,
         Securities or Exchange Securities against any losses, claims, damages
         or liabilities, joint or several, to which Goldman, Sachs & Co., or
         such holder, Electing 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
         Secondary Offer Registration Statement, as the case may be, under which
         such Registrable Securities, Securities or Exchange Securities, were
         registered under the Securities Act, or any preliminary, final or
         summary prospectus contained therein or furnished by the Company to
         Goldman, Sachs & Co., 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 Goldman, Sachs &
         Co., 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 Guarantor 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 in Connection with any Shelf Registration. The Company may
         require, as a condition to including any Registrable Securities in any
         Shelf Registration filed pursuant to Section 2(b) hereof and to
         entering into any underwriting agreement with respect thereto, that the




                                       25
<PAGE>   26


         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 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)      Indemnification by Goldman, Sachs & Co. and any
         Agents and Underwriters in Connection with the Market Making Shelf
         Registration. The Company may require, as a condition to including any
         Securities or Exchange Securities in the Market Making Shelf
         Registration Statement filed pursuant to Section 2(c) hereof and to
         entering into any underwriting agreement with respect thereto, that the
         Company shall have received an undertaking reasonably satisfactory to
         it from each underwriter named in any such underwriting agreement,
         severally and not jointly, to, and Goldman, Sachs & Co., shall, and
         hereby agrees to, (i) indemnify and hold harmless the Company and the
         Guarantors, against any losses, claims, damages or liabilities to which
         the Company or the Guarantors 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 the Market Making Shelf Registration Statement, or any
         preliminary, final or summary prospectus contained therein or furnished
         by the Company to Goldman, Sachs & Co. or to any such 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 with written information furnished to the Company by
         Goldman, Sachs & Co. or such 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



                                       26
<PAGE>   27


         Guarantors in connection with investigating or defending any such
         action or claim as such expenses are incurred; provided, however, that,
         in the case of Securities held by Goldman, Sachs & Co. at the time of
         the Exchange Offer, Goldman, Sachs & Co. shall not be required to
         undertake liability to any person under this Section 6(c) for any
         amounts in excess of the dollar amount of the proceeds to be received
         by Goldman, Sachs & Co. from the sale of such Securities by Goldman,
         Sachs & Co. pursuant to the Market Making Shelf Registration.

                  (d)      Notices of Claims, Etc. Promptly after receipt by an
         indemnified party under subsection (a), (b) or (c) 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), 6(b) or 6(c) 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. The indemnifying party shall not be required to
         indemnify the indemnified party for any amount paid or payable by the
         indemnified party in the settlement of any proceeding effected without
         the written consent of the indemnifying party, which consent shall not
         be unreasonably withheld.

                  (e)      Contribution. If for any reason the indemnification
         provisions contemplated by Section 6(a), 6(b) or 6(c) hereof 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



                                       27
<PAGE>   28

         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(e) 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(e). 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(e), neither any
         holder nor, in the case of a Market Making Shelf Registration relating
         to the sale by Goldman, Sachs & Co. of Securities held by it a the time
         of the Exchange Offer, Goldman, Sachs & Co. 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 or Goldman, Sachs & Co. from the sale of any
         such Securities (after deducting any fees, discounts and commissions
         applicable thereto) exceeds the amount of any damages which such holder
         or Goldman, Sachs & Co., as applicable, have 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, Securities or Exchange 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',
         Goldman, Sachs & Co.'s and any underwriters' obligations in this
         Section 6(e) to contribute shall be several and not joint.

                  (f)      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
         Goldman, Sachs & Co., each holder, agent and underwriter and each
         person, if any, who controls Goldman, Sachs & Co., any holder, agent or
         underwriter within the meaning of the Securities Act; and the
         obligations of Goldman, Sachs & Co., the holders and any agents or
         underwriters contemplated by this Section 6 shall be in addition to any
         liability which Goldman, Sachs & Co., 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 the
         Guarantors (including any person who, with his consent, is named in any
         registration statement as about to become a director of the Company or




                                       28
<PAGE>   29


         the Guarantors) and to each person, if any, who controls the Company or
         the Guarantors 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
and Goldman, Sachs & Co., 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
Sections 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 or Goldman, Sachs & Co., may
reasonably request, all to the extent required from time to time to enable such
holder to sell Registrable Securities or Goldman, Sachs & Co., to sell
Securities or Exchange 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
written request of any holder of Registrable Securities or Goldman, Sachs & Co.
in connection with that holder's or Goldman, Sachs & Co.'s sale pursuant to Rule
144, the Company shall deliver to such holder or Goldman, Sachs & Co. 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,
         Securities or Exchange Securities or any other securities which would
         be inconsistent with the terms contained in this Exchange and
         Registration Rights Agreement.



                                       29
<PAGE>   30


                  (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, P.O. Box 391, Columbus, Georgia 31902-2109, telecopier (706)
         324-0470, if to Goldman, Sachs & Co., to it at, 85 Broad Street, New
         York, New York 10004, telecopier (212) 902-3000, Attention: David J.
         Greenwald; 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 any party 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
         Goldman, Sachs & Co. or any holder of Registrable Securities, any
         director, officer or partner of Goldman, Sachs & Co. or 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 Securities pursuant to the Purchase
         Agreement and the



                                       30
<PAGE>   31


         transfer and registration of Securities by such holder or Goldman,
         Sachs & Co. and the consummation of an Exchange Offer.

                           Anything herein to the contrary notwithstanding, the
         indemnity agreement of the Company and the Guarantors in Section 6(a)
         hereof, the representations and warranties in Section 5(a) and Section
         5(b) hereof and any representation or warranty as to the accuracy of
         the Secondary Offer Registration Statement (or any preliminary, final
         or summary prospectus contained therein) contained in any certificate
         furnished by the Company pursuant to Section 3(d)(xvii) hereof, insofar
         as they may constitute a basis for indemnification for liabilities
         (other than payment by the Company and the Guarantors of expenses
         incurred or paid in the successful defense of any action, suit or
         proceeding) arising under the Securities Act, shall not extend to the
         extent of any interest therein of a controlling person or partner of
         Goldman, Sachs & Co. who is a director, officer or controlling person
         of the Company when the Exchange Registration Statement or the
         Secondary Offer Registration Statement has become effective, except in
         each case to the extent that an interest of such character shall have
         been determined by a court of appropriate jurisdiction as not against
         public policy as expressed in the Securities Act. Unless in the opinion
         of counsel for the Company the matter has been settled by controlling
         precedent, the Company will, if a claim for such indemnification is
         asserted, submit to a court of appropriate jurisdiction the question
         whether such interest is against public policy as expressed in the
         Securities Act and will be governed by the final adjudication of such
         issue.

                  (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.

                  (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 and Goldman, Sachs & Co.; provided,
         however, that any such amendment or waiver affecting solely provisions
         of this Exchange and Registration Rights Agreement relating to the
         Market Making Registration may be



                                       31
<PAGE>   32


         effected by a written instrument duly executed solely by the Company
         and Goldman, Sachs & Co. 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 and the address
         of Goldman, Sachs & Co. shall be made available upon reasonable notice
         in writing for inspection and copying on any business day by Goldman,
         Sachs & Co. or 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 Exchange and Registration Rights Agreement) at the offices of
         the Company at the address thereof set forth in Section 9(c) above or
         at the office of the Trustee under the Indenture.

                  (j)      Counterparts. This Exchange and Registration Rights
         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.



                                       32
<PAGE>   33




                  If the foregoing is in accordance with your understanding,
please sign and return to us one for the Company and the Guarantors, one for
each of the Purchasers, and one for each counsel of such parties, 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 between 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.

                                    Very truly yours,

                                    Carmike Cinemas, Inc.


                                    By: /s/ F. Lee Champion, III
                                       -----------------------------------------
                                       Name:  F. Lee Champion, III
                                       Title: Senior Vice President/Secretary


                                    Eastwynn Theatres, Inc.


                                    By: /s/ F. Lee Champion, III
                                       -----------------------------------------
                                       Name:  F. Lee Champion, III
                                       Title: Senior Vice President/Secretary

                                    Wooden Nickel Pub, Inc.



                                    By: /s/ F. Lee Champion, III
                                       -----------------------------------------
                                       Name:  F. Lee Champion, III
                                       Title: Secretary



Accepted as of the date hereof:
Goldman, Sachs & Co.
First Union Capital Markets,
   a division of Wheat First Securities
ING Baring Furman Selz LLC



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




            Exchange and Registration Rights Agreement Signature Page

<PAGE>   34



                                   SCHEDULE I
                                   GUARANTORS

1.  Eastwynn Theatres, Inc.
2.  Wooden Nickel Pub, Inc.




                                  Schedule I-1

<PAGE>   35


                                                                       EXHIBIT A


                              CARMIKE CINEMAS, INC.

                         INSTRUCTION TO DTC PARTICIPANTS

                                (DATE OF MAILING)

                     URGENT - IMMEDIATE ATTENTION REQUESTED

                     DEADLINE FOR RESPONSE: [INSERT DATE] *

The Depository Trust Company ("DTC") has identified you as a DTC Participant
through which beneficial interests in the Carmike Cinemas, Inc. (the "Company")
9 3/8 % Senior Subordinated Notes due 2009 (the "Securities") are held.

The Company is in the process of registering the Securities under the Securities
Act of 1933, as amended 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 _______________ [Insert 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, P.O. Box 391, Columbus,
Georgia 31902-2109, telephone (706) 576-3400.







--------

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


                                      A-1
<PAGE>   36


                              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") between Carmike Cinemas, Inc. (the
"Company") 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 9 3/8 % Senior Subordinated Notes due 2009 (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 _________________ [Insert 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>   37



                                    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>   38


                                  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.

<TABLE>
         <S>      <C>
         (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:
                                                               -----------------------------------------
</TABLE>

(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).



                                      A-4
<PAGE>   39


         State any exceptions here:



(5)      Relationships with the Company:

         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



                                      A-5
<PAGE>   40


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 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
                                          P.O. Box 391
                                          Columbus, Georgia 31902-2109
                                          Attention: President

         (ii)     With a copy to:

                                          Troutman Sanders LLP
                                          NationsBank Plaza
                                          600 Peachtree Street, N.E.
                                          Suite 5200
                                          Atlanta, Georgia  30308-2216
                                          Attention: Patricia Wilson

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 Exchange
and Registration Rights 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:  _____________________



                                      A-6
<PAGE>   41


         -----------------------------------------------------------------------
         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 ___________ [Insert Deadline for Response] TO THE COMPANY'S COUNSEL
AT:

                                    Troutman Sanders LLP
                                    NationsBank Plaza
                                    600 Peachtree Street, N.E.
                                    Suite 5200
                                    Atlanta, Georgia  30308-2216
                                    Attention: Patricia Wilson



                                      A-7
<PAGE>   42


                                                                       EXHIBIT B


              NOTICE OF TRANSFER PURSUANT TO REGISTRATION STATEMENT

The Bank of New York
Carmike Cinemas, Inc.
c/o The Bank of New York
101 Barclay Street, 21 West
New York, New York 10286

Attention:  Trust Officer

         Re:      Carmike Cinemas, Inc. (the "Company")
                  9 3/8 % Senior Subordinated Notes due 2009

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 __________ 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