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                                                                    EXHIBIT 10.2

                 SECOND AMENDMENT TO TERM LOAN CREDIT AGREEMENT

         THIS SECOND AMENDMENT TO TERM LOAN CREDIT AGREEMENT (this "Second
Amendment") is dated as of March 31, 2000 among CARMIKE CINEMAS, INC. (the
"Borrower"), WACHOVIA BANK, N.A., as Administrative Agent (the "Administrative
Agent"), and the Lenders parties hereto (collectively, the "Lenders");

                              W I T N E S S E T H :

         WHEREAS, the Borrower, the Administrative Agent and the Lenders
executed and delivered that certain Term Loan Credit Agreement, dated as of
February 25, 1999, as amended by First Amendment to Term Loan Credit Agreement
dated as of July 13, 1999 (as so amended, the "Credit Agreement");

         WHEREAS, the Borrower has requested that the Administrative Agent and
the Lenders amend the Credit Agreement as set forth herein and the
Administrative Agent and the Lenders have agreed to such consent, subject to the
terms and conditions hereof;

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

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

         2. Amendments to Section 1.01 of the Credit Agreement. Section 1.01 of
the Credit Agreement hereby is amended by deleting the definitions of "Adjusted
Fixed Charges", "Collateral", "Collateral Documents", "Consolidated Cash Flow"
and "Consolidated Net Income", and adding the following new definitions in
appropriate alphabetical sequence:

                  "Adjusted Cash Flow" means, for any period, Consolidated
         Operating Income for such period, plus, to the extent deducted in
         determining the amount thereof, (i) Rental Obligations (less any
         principal portion of any Off-Balance Sheet Lease), (ii) depreciation
         and amortization, and (iii) any aggregate net income during such period
         arising from the sale, exchange or other distribution of capital
         assets, provided that the total amount so included pursuant to this
         clause (iii) shall not exceed 5% of Consolidated Operating Income for
         such period, provided further, however, that, in calculating Adjusted
         Cash Flow for any such period, any acquisition or disposition of assets
         that shall have occurred during such period will be deemed to have
         occurred at the beginning of such period; and (iv) with respect to any
         Off-Balance Sheet Property which was acquired or ground-leased

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         by any entity acting in the capacity of landlord (or in any
         functionally similar capacity to a landlord) under any Off-Balance
         Sheet Lease within the 12-month period ending on the date of
         determination of Consolidated Cash Flow, Adjusted Cash Flow shall
         include Theatre-Level EBITDA for such Off-Balance Sheet Property and
         shall be determined with respect to such Off-Balance Sheet Property on
         the basis of actual Theatre-Level EBITDA within such period and
         projected Theatre-Level EBITDA for the remainder of such period (with
         such projections being based on the average Theatre-Level EBITDA of
         comparable theater properties of the Borrower which were operated
         during the entire 12-month period); provided, that in determining
         Adjusted Cash Flow, the expense incurred by the Borrower in complying
         with the provisions of Section 5.26 in granting and recording the
         Carmike Mortgages and obtaining the Real Estate Collateral
         Documentation shall be added back to Consolidated Operating Income.

                  "Adjusted Consolidated Funded Debt" means at any time the sum
         (without duplication) of: (i) Consolidated Funded Debt; plus (ii) the
         product of (x) Rental Obligations (excluding Rental Obligations under
         the Lease) for the 4 Fiscal Quarter period just ended (and Rental
         Obligations under leases arising from sale/leaseback transactions of
         theatres shall be annualized on a proforma basis, as to any Operating
         Lease which has been in effect for less than 4 Fiscal Quarters), times
         (y) 8.

                  "Capital Expenditures" means for any period the sum of all
         capital expenditures incurred during such period by the Borrower and
         its Consolidated Subsidiaries, as determined in accordance with GAAP,
         but excluding any Capital Expenditures consisting of tenant improvement
         expenses which are reimbursed or reimbursable to the Borrower or a
         Consolidated Subsidiary by the landlord.

                  "Carmike Mortgage Properties Cash Flow" means, with respect to
         each Fee Property subject to a Carmike Mortgage and each Leasehold
         Mortgage Property, the portion of Fee and Leasehold Properties Cash
         Flow derived therefrom.

                  "Carmike Mortgage Properties Cash Flow Coverage" means Carmike
         Mortgage Properties Cash Flow, as of the date of measurement, as
         determined by reference to the Carmike Mortgage Properties Cash Flow
         Coverage Report.

                  Carmike Mortgage Properties Cash Flow Coverage Report means a
         report or an updated report, in form and substance reasonably
         satisfactory to the Collateral Agent, to be provided to the Agent, the
         Collateral Agent and the Secured Parties pursuant to Section 5.26,
         reflecting the Carmike Mortgage Properties Cash Flow Coverage as of the
         date of such report or updated report.

                  "Carmike Mortgage Properties Test Date" means November 1,
         2000.

                  "Carmike Mortgages" means, individually or collectively, as
         the context shall require, any mortgage, deed to secure debt, deed of
         trust or similar instrument appropriate for the relevant jurisdiction,
         in form and substance satisfactory to the Agent and the Collateral
         Agent pursuant to which the Borrower and EastWynn, respectively, grant
         a first priority, perfected Lien on all Fee Properties and all
         Leasehold Properties which



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         become Leasehold Mortgages pursuant to Section 5.26, to the Collateral
         Agent, for the ratable benefit of the Secured Parties, to secure the
         Secured Obligations (or a designated portion thereof), as contemplated
         in Section 5.26, as it may hereafter be amended or supplemented from
         time to time.

                  "Collateral" means the property of the Borrower and EastWynn,
         respectively, in which the Collateral Agent, for the ratable benefit of
         the Secured Parties, is granted a security interest pursuant to the
         Security Agreement, the Pledge Agreement and the Carmike Mortgages, to
         secure the Secured Obligations, for the ratable benefit of the Secured
         Parties.

                  "Collateral Documents" means the Intercreditor Agreement, the
         Pledge Agreement, the Security Agreement, the Carmike Mortgages, and
         such financing statements as the Collateral Agent may require to
         perfect its security interest in the Collateral.

                  "Consolidated Cash Flow" means, for any period, the sum of
         Consolidated Operating Income of the Borrower, and its Subsidiaries,
         plus to the extent deducted in determining such Consolidated Operating
         Income (i) depreciation and amortization, and (ii) any aggregate net
         income during such period arising from the sale, exchange or other
         distribution of capital assets, provided, however, that the total
         amount so included pursuant to this clause (ii) shall not exceed 5% of
         Consolidated Operating Income for such period, provided further,
         however, that, in calculating Consolidated Cash Flow for any such
         period, any acquisition or disposition of assets that shall have
         occurred during such period will be deemed to have occurred at the
         beginning of such period; provided further, however, that (x) for
         purposes of determining the ratio of Consolidated Funded Debt to
         Consolidated Cash Flow and the ratio of Consolidated Senior Funded Debt
         to Consolidated Cash Flow, all Off-Balance Sheet Lease Payments made
         during the relevant period which has been deducted in computing
         Consolidated Net Income shall be added back in computing Consolidated
         Cash Flow, (y) with respect to any Off-Balance Sheet Property which was
         acquired or ground-leased by any entity acting in the capacity of
         landlord (or in any functionally similar capacity to a landlord) under
         any Off-Balance Sheet Lease within the 12-month period ending on the
         date of determination of Consolidated Cash Flow, Consolidated Cash Flow
         shall include Theatre-Level EBITDA for such Off-Balance Sheet Property
         and shall be determined with respect to such Off-Balance Sheet Property
         on the basis of actual Theatre-Level EBITDA within such period and
         projected Theatre-Level EBITDA for the remainder of such period (with
         such projections being based on the average Theatre-Level EBITDA of
         comparable theater properties of the Borrower which were operated
         during the entire 12-month period), and (z) the expense incurred by the
         Borrower in complying with the provisions of Section 5.26 in granting
         and recording the Carmike Mortgages and obtaining the Real Estate
         Collateral Documentation shall be added back to Consolidated Operating
         Income.

                  "Consolidated Net Income" means for any period, the net income
         (or deficit) of the Borrower and its Subsidiaries for such period in
         question (taken as a cumulative whole) after deducting, without
         duplication, all operating expenses, provisions for all taxes and
         reserves (including reserves for deferred income taxes) and all other
         proper

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         deductions, all determined in accordance with GAAP on a consolidated
         basis, after eliminating material inter-company items in accordance
         with GAAP and after deducting portions of income properly attributable
         to outside minority interests, if any, in Subsidiaries; provided,
         however, that there shall be excluded (a) any income or deficit of any
         other Person accrued prior to the date it becomes a Subsidiary or
         merges into or consolidates with the Borrower or another Subsidiary,
         (b) the net income in excess of an amount equal to 5% of Consolidated
         Net Income for such period before giving effect to this clause (b) (or
         deficit) of any Person (other than a Subsidiary) in which the Borrower
         or any Subsidiary has any ownership interest, except to the extent that
         any such income has been actually received by the Borrower or such
         Subsidiary in the form of cash dividends or similar distributions, and
         provided that the resulting income is generated by lines of businesses
         substantially similar to those of the Borrower and its Subsidiaries
         taken as a whole during the fiscal year ended December 31, 1998, (c)
         any restoration to income of any contingency reserve, except to the
         extent that provision for such reserve was made out of income accrued
         during such period, (d) any deferred credit or amortization thereof
         from the acquisition of any properties or assets of any Person, (e) any
         aggregate net income (but not any aggregate net loss) during such
         period arising from the sale, exchange or other distribution of capital
         assets (such term to include all fixed assets, whether tangible or
         intangible, all inventory sold in conjunction with the disposition of
         fixed assets and all securities) to the extent the aggregate gains from
         such transactions exceed losses from such transactions, (f) any impact
         on the income statement resulting from any write-up of any assets after
         the Effective Date, (g) any items properly classified as extraordinary
         in accordance with GAAP, (h) proceeds of life insurance policies to the
         extent such proceeds exceed premiums paid to maintain such life
         insurance policies, (i) any portion of the net income of a Subsidiary
         which is unavailable for the payment of dividends to the Borrower or a
         Subsidiary, (j) any gain arising from the acquisition of any debt
         securities for a cost less than principal and accrued interest, (k) in
         the case of a successor to the Borrower by permitted consolidation or
         merger or transfer of assets pursuant to Section 5.11, any earnings, of
         such successor or transferee prior to the consolidation, merger or
         transfer of assets, (1) any earnings on any Investments of the Borrower
         or any Subsidiary except to the extent that such earnings are received
         by the Borrower or such Subsidiary as cash, provided that earnings
         which would otherwise be excluded from Consolidated Net Income pursuant
         to the preceding provisions of this clause (1) shall be included in
         Consolidated Net Income but only to the extent that such earnings are
         attributable to the net income of any Person (other than a Subsidiary)
         in which the Borrower or any Subsidiary has any ownership interest and
         such net income is not otherwise excluded from Consolidated Net Income
         by virtue of clause (b) of this definition and (m) the Restructuring
         and Impairment Charges for 1998, the Impairment Charges for 1999, and
         any Subsequent Restructuring and Impairment Charges up to but not
         exceeding an aggregate of $10,000,000 in any Fiscal Year (but with any
         portion of such $10,000,000 which is unused in any Fiscal Year being
         carried over to subsequent Fiscal Years).

                  "Fee and Leasehold Properties Cash Flow" means, with respect
         to each Fee Property and each Leasehold Property, the operating income
         derived therefrom, without provision for any interest, taxes related to
         income, depreciation, amortization and


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<PAGE>   5

         corporate general and administrative expenses, for the Fiscal Year
         ending December 31, 1999, as determined by reference to the Fee and
         Leasehold Properties Cash Flow Report.

                  "Fee and Leasehold Properties Cash Flow Report" means the
         report dated on or about the Second Amendment Effective Date which is
         furnished to the Agent, the Collateral Agent and the Lenders pursuant
         to Section 5.26 and which lists each of the Fee Properties and the
         Leasehold Properties and shows, for each such Property, the portion of
         Consolidated Cash Flow for the Fiscal Year ending December 31, 1999
         which was produced by such Property.

                  "Fee Properties" means all Properties consisting of real
         estate and improvements in which the Borrower or EastWynn owns fee
         simple title.

                  "Impairment Charges for 1999" means asset impairment charges
         taken by the Borrower for the last Fiscal Quarter of its 1999 Fiscal
         Year in the amount of $33,037,122.

                  "Leasehold Mortgage Properties" means all Leasehold Properties
         which have become subject to a Carmike Mortgage and as to which all
         Real Estate Collateral Documentation required by the Collateral Agent
         has been obtained pursuant to Section 5.26.

                  "Leasehold Properties" means all Properties consisting of real
         estate and improvements in which the Borrower or EastWynn has a
         leasehold interest, excluding real estate and improvements which are
         subject to and leased pursuant to the Lease.

                  "Permitted Encumbrance" means, with respect to any Fee
         Property or Leasehold Property which is subject to a Carmike Mortgage,
         the encumbrances permitted by the Collateral Agent in its reasonable
         judgment (but not including any Lien on the interests of the Borrower
         or a Guarantor thereon consisting of a mortgage, deed to secure debt,
         deed of trust or security agreement) as specified in such Carmike
         Mortgage.

                  "Real Estate Collateral Documentation" means the instruments,
         documents and agreements executed and/or delivered by Borrower or
         EastWynn to the Collateral Agent (if applicable) pursuant to Section
         5.26 in connection with each Carmike Mortgage in order to convey to the
         Collateral Agent (or a trustee for the benefit of the Collateral Agent,
         as applicable in the relevant jurisdiction) for the ratable benefit of
         the Secured Parties a first priority Lien (subject to Permitted
         Encumbrances) on the right, title and interest of the Borrower or
         EastWynn in the Fee Property or Leasehold Property described therein,
         and other rights ancillary thereto, all in form and substance
         reasonably satisfactory to the Collateral Agent, after consultation
         with the Borrower or EastWynn, as applicable. The Real Estate
         Collateral Documentation may include, without limitation, the following
         as to each Fee Property or Leasehold Property:

                  (i)      an owner's/lessee's affidavit for each parcel or
                           tract of such Fee Property or Leasehold Property;

                  (ii)     mortgagee title insurance binders and policies for
                           each tract or parcel of such Fee Property or
                           Leasehold Property;



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<PAGE>   6

                  (iii)    such landlord consents with respect to the Leasehold
                           Properties as the Collateral Agent may reasonably
                           require from any Third Parties with respect to any
                           portion of such Leasehold Property;

                  (iv)     for each Fee Property and Leasehold Property, a copy
                           of any existing survey of each parcel or tract of
                           such Fee Property or Leasehold Property; provided,
                           that if no existing survey exists, the Collateral
                           Agent shall be furnished a current survey showing
                           metes-and-bounds only, and upon request of the
                           Collateral Agent during the existence of an Event of
                           Default, the Collateral Agent shall be furnished a
                           current "as-built" survey;

                  (v)      a certificate as to the insurance required by the
                           related Carmike Mortgage;

                  (vi)     upon request of the Collateral Agent during the
                           existence of an Event of Default, the Collateral
                           Agent shall be furnished a report of a licensed
                           engineer detailing an environmental inspection of
                           such Fee Property or Leasehold Property; and

                  (vii)    an indemnification agreement regarding hazardous
                           materials for such Fee Property or Leasehold
                           Property.

                  "Second Amendment Effective Date" means March 31, 2000.

                  "Subsequent Restructuring and Impairment Charges" means any
         non-cash restructuring charges taken with respect to any impaired
         assets and any asset impairment charges taken by the Borrower during
         any Fiscal Year following its 1999 Fiscal Year.

         3. Amendment to Section 2.05(a) of the Credit Agreement. Section
2.05(a) of the Credit Agreement hereby is amended by deleting it in its entirety
and substituting the following therefor:

                  (a) "Applicable Margin" shall be determined quarterly based
         upon the ratio of Consolidated Funded Debt to Consolidated Cash Flow
         (calculated as of the last day of each Fiscal Quarter for the period of
         4 consecutive Fiscal Quarters then ended), as follows subject to
         adjustment pursuant to the last sentence of this Section 2.05(a):

<TABLE>
<CAPTION>
         Ratio of Consolidated
         Funded Debt to                                        Euro-Dollar
         Consolidated Cash Flow            Base Rate Loans        Loans
         ----------------------            ---------------     -----------
         <S>                               <C>                 <C>

         Greater than or equal
         to 4.5                                 2.50%               3.5%
         Less than 4.5                          2.25%              3.25%
</TABLE>



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<PAGE>   7

                  The Applicable Margin shall be determined effective as of each
         date (herein, the "Rate Determination Date") which is 50 days after the
         last day of the final Fiscal Quarter in the period for which the
         foregoing ratio is being determined, and the Applicable Margin so
         determined shall remain effective from such Rate Determination Date
         until the date which is 50 days after the last day of the Fiscal
         Quarter in which such Rate Determination Date falls (which latter date
         shall be a new Rate Determination Date); provided that (i) in the case
         of Applicable Margins determined for the fourth and final Fiscal
         Quarter of a Fiscal Year, commencing in Fiscal Year 2000, the Rate
         Determination Date shall be the date which is 95 days after the last
         day of such final Fiscal Quarter and such Applicable Margins shall be
         determined based upon the annual audited financial statements for the
         Fiscal Year ended on the last day of such final Fiscal Quarter, and
         (ii) if on any Rate Determination Date the Borrower shall have failed
         to deliver to the Lenders the financial statements required to be
         delivered pursuant to Section 5.01 with respect to the Fiscal Quarter
         most recently ended prior to such Rate Determination Date (or, in the
         case of annual audited financial statements, with respect to the Fiscal
         Year which includes such final Fiscal Quarter), then for the period
         beginning on such Rate Determination Date and ending on the earlier of
         (x) the next Rate Determination Date (on which the Applicable Margin
         shall again be determined pursuant to this paragraph) and (y) the date
         on which the Borrower shall deliver to the Lenders the financial
         statements to be delivered pursuant to Section 5.01(b) with respect to
         such Fiscal Quarter (in the case of a failure to deliver quarterly
         unaudited financial statements) or the date on which the Borrower shall
         deliver to the Lenders the annual audited financial statements to be
         delivered pursuant to Section 5.01(a) with respect to the Fiscal Year
         which includes such final Fiscal Quarter (in the case of a failure to
         deliver annual audited financial statements), the Applicable Margin
         shall be determined as if the ratio of Consolidated Funded Debt to
         Consolidated Cash Flow was more than 5.0 at all times during such
         period. Any change in the Applicable Margin on any Rate Determination
         Date shall result in a corresponding change, effective on and as of
         such Rate Determination Date, in the interest rate applicable to each
         Loan outstanding on such Rate Determination Date, provided that (i) for
         Euro-Dollar Loans, changes in the Applicable Margin shall only be
         effective for Interest Periods commencing on or after the Rate
         Determination Date, and (ii) no Applicable Margin shall be decreased
         pursuant to this Section 2.05 if an Event of Default is in existence on
         the Rate Determination Date.

                  The Applicable Margin determined pursuant to the foregoing
         shall be adjusted by (i) an increase on the Carmike Mortgage Properties
         Test Date, in the percentage shown below for the applicable level of
         the Carmike Mortgage Properties Cash Flow Coverage achieved as of such
         date as reflected in the Carmike Mortgage Properties Cash Flow Coverage
         Report furnished on or within 5 Domestic Business Days prior to such
         date pursuant to Section 5.26, which increase shall be retroactive to
         the Second Amendment Effective Date, and (ii) a decrease from time to
         time thereafter, if the Carmike Mortgage Properties Cash Flow Coverage
         achieved on any date thereafter as reflected in any updated Carmike
         Mortgage Properties Cash Flow Coverage Report furnished thereafter
         pursuant to Section 5.26, has increased to a higher level, by a
         percentage equal to the percentage shown below for the level in effect
         prior to the delivery of such updated Carmike Mortgage Properties Cash
         Flow Coverage Report less the percentage shown below for the higher
         level of Carmike Mortgage Properties Cash Flow Coverage reflected


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         in such updated report, which subsequent decrease shall be effective
         from and after the date such increase to a higher level is achieved.

<TABLE>
<CAPTION>

                    Carmike Mortgage Properties Cash                Percentage
                    Flow Coverage Level                              Increase
                    --------------------------------                ----------
                    <S>                                             <C>

                    Less than $40,000,000                              1.00%

                    Greater than or equal to
                    $40,000,000 but less than
                    $50,000,000                                        0.50%

                    Greater than or equal to
                    $50,000,000 but less than
                    $60,000,000                                        0.25%

                    Equal to or greater than $60,000,000               0.00%
</TABLE>


         4. Amendment to Section 2.10. Section 2.10 of the Credit Agreement
hereby is amended by deleting it in its entirety and substituting the following
therefor:

                  The Borrower shall repay or prepay Loans and the Revolving
         Loans in an amount equal to (i) 50% of Net Cash Proceeds, up to the
         first $50,000,000 of Net Cash Proceeds and 100% of Net Cash Proceeds in
         excess of thereof and (ii) 75% of any Excess Cash Flow. Payments
         pursuant to the foregoing clause (i) shall be made within 15 Business
         Days after the receipt of Net Cash Proceeds (except that prepayments
         from proceeds of Subordinated Debt shall be made on the date of receipt
         of such proceeds); provided, that amounts not included in Net Cash
         Proceeds pursuant to clause (iv)(C) of the definition thereof which
         have not been used or committed to be used within 180 days from the
         casualty or condemnation of such Property to restore or replace the
         relevant Property shall be paid on such 180th day. Payments pursuant to
         the foregoing clause (ii) shall be made on the date the Borrower
         furnishes its annual financial statements to the Lenders pursuant to
         Section 5.01(a) (or on the date such statements are required to be so
         furnished pursuant to such section, if they have not been furnished by
         such date). Prepayments pursuant hereto shall be made to the
         Administrative Agent and to the Revolver Agent, for the ratable account
         of the Revolver Banks and the Lenders, based on the aggregate amount of
         the Revolver Commitments and the aggregate principal balance of the
         Loans as of the time of the payment; provided, that:

                           (1)      any Lender (a "Declining Lender") may, by
         notice to the Administrative Agent as provided below, decline to accept
         any particular prepayment pursuant to this Section 2.10, in which event
         the amount of any prepayment otherwise payable to such Declining Lender
         shall be paid to the Revolver Agent for the ratable account of the
         Revolver Banks, subject to the provisions of subclause (2) below; and



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                           (2)      from and after the date that the Revolver
         Commitments have been reduced to $150,000,000 by payments made pursuant
         hereto and in accordance with Section 2.08 of the Revolver Credit
         Agreement, such repayments or prepayments shall be made solely to the
         Lenders, other than any Lenders which are Declining Lenders with
         respect thereto (and the amount of any prepayment otherwise payable to
         a Declining Lenders shall be not be subject to prepayment pursuant to
         this Section 2.08, except as provided in subclause (2) below), until
         the Loans are paid in full, and

                           (3)      notwithstanding the reduction of the
         Revolver Commitments to $150,000,000 by prepayments pursuant hereto in
         accordance with Section 2.08 of the Revolving Credit Agreement, but
         only with respect to any sale of Collateral, to the extent of any Net
         Cash Proceeds from such sale which are not used to purchase replacement
         Collateral having equal or greater value and are not paid to the
         Declining Lenders pursuant to subclause (2) above shall be used to
         prepay the Revolving Loans, and the Revolver Commitments shall be
         reduced by the amount of such prepayments in accordance with the terms
         of the Revolver Credit Agreement.

                  At least 10 Business Days prior to any sale giving rise to Net
         Cash Proceeds subject to clause (i) hereof, the Borrower shall send a
         notice to the Administrative Agent (a "Sale Notice") which describes,
         with respect to such sale, (1) the property to be sold, (2) the
         anticipated sale date, (3) the anticipated gross sale proceeds and (4)
         the anticipated Net Sale Proceeds. Promptly upon receipt of the Sale
         Notice, the Administrative Agent shall send a copy thereof to each
         Lender and each Revolver Bank. Within 5 Business Days after the
         completion of such sale, the Borrower shall notify the Administrative
         Agent of the actual gross sale proceeds and Net Cash Proceeds received
         in connection therewith. At least 20 Business Days prior to furnishing
         its annual statements to the Lenders pursuant to Section 5.01(a) (or on
         the date such statements are required to be so furnished pursuant to
         such section, if they have not been furnished by such date), the
         Borrower shall send a notice to the Administrative Agent (an "Excess
         Cash Flow Notice", setting forth the amount of Excess Cash Flow payable
         pursuant hereto with respect to the Fiscal Year just ended. Promptly
         upon receipt of the Excess Cash Flow Notice, the Administrative Agent
         shall send a copy thereof to each Lender and each Revolver Bank. Within
         15 Business Days after receipt of a copy of a Sale Notice or any Excess
         Cash Flow Notice, each Term Lender desiring to waive a prepayment
         hereunder shall so notify the Administrative Agent in writing (and any
         Term Lender which fails to give such notice within such period shall be
         deemed not to have waived such payment).

                  All prepayments made for the account of the Lenders pursuant
         to this Section 2.10 shall be accompanied by any amount required to be
         paid pursuant to Sections 2.07 and 8.05(a), and shall be applied in
         installments of principal in the inverse order of maturity.

         5. Amendment to Section 5.01(c). Section 5.01(c) of the Credit
Agreement hereby is amended by deleting it in its entirety and substituting the
following therefor:

                  (c) simultaneously with the delivery of each set of financial
         statements referred to in clauses (a) and (b) above, a certificate,
         substantially in the form of Exhibit F or in such other form as shall
         be mutually satisfactory to the Borrower and the Administrative Agent



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<PAGE>   10

         (a "Compliance Certificate"), of the chief financial officer or the
         chief executive officer of the Borrower (i) setting forth in reasonable
         detail the calculations required to establish whether the Borrower was
         in compliance with the requirements of Sections 5.03 through 5.08,
         inclusive, 5.11, 5.21 and 5.25, on the date of such financial
         statements and (ii) stating whether any Default exists on the date of
         such certificate and, if any Default then exists, setting forth the
         details thereof and the action which the Borrower is taking or proposes
         to take with respect thereto.

         6. Amendment to Sections 5.01(j) and (k) and new Sections 5.02(k) and
(l). The word "and" at the end of Section 5.01(j) is deleted, Section 5.01(k) is
relettered as Section 5.01(m), and new Sections 5.01(k) and (l) are added, as
follows:

                  (k) within 30 days after the end of each Fiscal Year, a
         quarterly budget for the next Fiscal Year, including a detailed
         statement of cash flow, balance sheet and income statement, on a
         consolidated basis for the Borrower and its Subsidiaries; and

                  (l) within 30 days after the end of each Fiscal Quarter, a
         report concerning theatre operations showing (a) gross attendance, (b)
         gross concession revenue and (c) gross ticket revenue for the Fiscal
         Quarter just ended; and

         7. Amendment to Section 5.03. Section 5.03 of the Credit Agreement
hereby is amended by deleting it in its entirety and by substituting therefor
the following:

                  Section 5.03. Ratio of Consolidated Senior Funded Debt to
         Consolidated Cash Flow. At the end of each Fiscal Quarter, commencing
         with the Fiscal Quarter ending March 31, 2000, the ratio of
         Consolidated Senior Funded Debt to Consolidated Cash Flow for the
         period of 4 consecutive Fiscal Quarters ending on such date shall not
         be greater than the applicable ratio provided in the following table:


<TABLE>
<CAPTION>
                  Fiscal Quarter Ending                                Applicable Ratio
                  ---------------------                                ----------------
                  <S>                                                  <C>

                  On or before September 30, 2000                         4.25 to 1.0

                  December 31, 2000 through
                  September 30, 2001                                      3.75 to 1.0

                  December 31, 2001 through
                  September 30, 2002                                      3.50 to 1.0

                  December 31, 2002 and
                  thereafter                                              3.00 to 1.0.
</TABLE>

         8. Amendment to Section 5.04. Section 5.04 of the Credit Agreement
hereby is amended by deleting it in its entirety and by substituting therefor
the following:



                                       10
<PAGE>   11

                  Section 5.04 Ratio of Consolidated Funded Debt to Consolidated
         Cash Flow. At the end of each Fiscal Quarter ending as provided in the
         following table, the ratio of Consolidated Funded Debt at the end of
         such Fiscal Quarter to Consolidated Cash Flow for the period of 4
         consecutive Fiscal Quarters ending on such date shall not be greater
         than the applicable ratio provided in the following table:

<TABLE>
<CAPTION>
                  Fiscal Quarter Ending                                Applicable Ratio
                  ---------------------                                ----------------
                  <S>                                                  <C>

                  On or before September 30, 2000                         6.50 to 1.0

                  December 31, 2000 through
                  September 30, 2001                                      5.75 to 1.0

                  December 31, 2001 through
                  September 30, 2002                                      5.50 to 1.0

                  December 31, 2002 and
                  thereafter                                              5.00 to 1.0.
</TABLE>

         9. Amendment to Section 5.06. Section 5.06 of the Credit Agreement
hereby is amended by deleting it in its entirety and by substituting therefor
the following:

                  Section 5.06 Fixed Charge Coverage. At the end of each Fiscal
         Quarter, commencing with the Fiscal Quarter ending March 31, 2000, the
         ratio of (a) Adjusted Cash Flow to (b) Fixed Charges, in each case for
         the current Fiscal Quarter and the immediately preceding 3 Fiscal
         Quarters, shall not be less than the applicable ratio provided in the
         following table:


<TABLE>
<CAPTION>
                  Fiscal Quarter Ending                                Applicable Ratio
                  ---------------------                                ----------------
                  <S>                                                  <C>

                  On or before September 30, 2001                         1.25 to 1.0

                  December 31, 2001 and
                  thereafter                                              1.40 to 1.0.
</TABLE>

         10. Amendment to Section 5.07. Section 5.07 of the Credit Agreement
hereby is amended by deleting it in its entirety and by substituting therefor
the following:

                  Section 5.07 Ratio of Adjusted Consolidated Funded Debt to
         Adjusted Cash Flow. At the end of each Fiscal Quarter, commencing with
         the Fiscal Quarter ending March 31, 2000, the ratio of (a) Adjusted
         Consolidated Funded Debt to (b) Adjusted Cash Flow, in each case for
         the current Fiscal Quarter and the immediately preceding 3 Fiscal
         Quarters, shall not be less than the applicable ratio provided in the
         following table:


                                       11
<PAGE>   12

<TABLE>
<CAPTION>
                     Fiscal Quarter Ending                     Applicable Ratio
                     ---------------------                     ----------------
                  <S>                                          <C>

                  March 31, 2000 through
                  September 30, 2000                               7.5 to 1.0

                  December 31, 2000 through
                  December 31, 2001                                7.0 to 1.0.

                  March 31, 2002 and
                  thereafter                                       6.5 to 1.0
</TABLE>

         11. Amendment to Section 5.21. Section 5.21 of the Credit Agreement
hereby is amended by deleting it in its entirety and by substituting therefor
the following

                  Section 5.21 Investments. Neither the Borrower nor any of its
         Subsidiaries shall make Investments in any Person except: (a)
         Investments in (i) direct obligations of the United States Government
         maturing within one year, (ii) certificates of deposit issued by a
         commercial bank whose credit is satisfactory to the Agent, (iii)
         commercial paper rated A1 or the equivalent thereof by S&P or P1 or the
         equivalent thereof by Moody's and in either case maturing within 6
         months after the date of acquisition, (iv) tender bonds the payment of
         the principal of and interest on which is fully supported by a letter
         of credit issued by a United States bank whose long-term certificates
         of deposit are rated at least AA or the equivalent thereof by S&P and
         Aa or the equivalent thereof by Moody's, (v) loans or advances to
         employees not exceeding $1,000,000 in the aggregate principal amount
         outstanding at any time, in each case made in the ordinary course of
         business and consistent with practices existing on December 31, 1998,
         (vi) deposits required by government agencies or public utilities, and
         (vii) loans, advances or other Investments to or in Guarantors; and (b)
         other Investments which, in the aggregate since the Second Amendment
         Effective Date, do not exceed $10,000,000; provided, however,
         immediately after giving effect to the making of any Investment, no
         Default shall have occurred and be continuing.


         12. New Section 5.25. A new Section 5.25 hereby is added to the Credit
Agreement, as follows:

                  Section 5.25 Capital Expenditures. At the end of each Fiscal
         Year, commencing with the Fiscal Quarter ending December 31, 2000,
         Capital Expenditures (excluding non-maintenance Capital Expenditures on
         theatres opened on or before December 31, 1999 which were contracted
         for on or before such date) for such Fiscal Year shall not exceed (a)
         for the Fiscal Year ending December 31, 2000, $25,000,000 and (b) for
         each Fiscal Year thereafter, $35,000,000.

         13. New Section 5.26. A new Section 5.26 hereby is added to the Credit
Agreement, as follows:


                                       12
<PAGE>   13

                  Section 5.26 Carmike Mortgages; Pricing Adjustments. On or
         within 10 days after the Second Amendment Effective Date, the Borrower
         shall deliver to the Agent, the Collateral Agent and the Secured
         Parties the Fee and Leasehold Properties Cash Flow Report. Prior to the
         Carmike Mortgage Properties Test Date, the Borrower shall (i) for each
         Fee Property and each Leasehold Property as to which no Third Party
         consent is required, execute and deliver to the Collateral Agent a
         Carmike Mortgage and the related Real Estate Collateral Documentation
         reasonably requested by the Collateral Agent with respect thereto, and
         (ii) for each Leasehold Property as to which a Third Party consent is
         required, use its best efforts to obtain such Third Party consent, and
         upon obtaining such consent, execute and deliver to the Collateral
         Agent a Carmike Mortgage and the related Real Estate Collateral
         Documentation reasonably requested by the Collateral Agent with respect
         thereto. After the Carmike Mortgage Properties Test Date, the Borrower
         shall continue to use its best efforts to obtain such Third Party
         consents not previously obtained, and upon obtaining such consent,
         execute and deliver to the Collateral Agent a Carmike Mortgage and the
         related Real Estate Collateral Documentation reasonably requested by
         the Collateral Agent with respect thereto. On the Carmike Mortgage
         Properties Test Date, the Borrower shall provide to the Agent, the
         Collateral Agent and the Secured Parties the initial Carmike Mortgage
         Properties Cash Flow Coverage Report, reflecting the Carmike Mortgage
         Properties Cash Flow Coverage as of the Carmike Mortgage Properties
         Test Date (or a date within 5 Domestic Business Days prior thereto).
         After the Carmike Mortgage Properties Test Date, the Borrower may
         provide to the Agent, the Collateral Agent and the Secured Parties at
         any time, and shall provide to the Agent, the Collateral Agent and the
         Secured Parties upon the Agent's request, an update of the Carmike
         Mortgage Properties Cash Flow Coverage Report, reflecting the Carmike
         Mortgage Properties Cash Flow Coverage as of such updated report. On or
         before 60 days after the Second Amendment Effective Date, the
         Intercreditor Agreement shall be amended as appropriate to include
         within its scope the Carmike Mortgages and the Fee Properties and
         Leasehold Mortgage Properties subject thereto. The Applicable Margin
         shall be adjusted from time to time as required by the last sentence of
         Section 2.05(a), based on the Carmike Mortgage Properties Cash Flow
         Coverage as reflected in the Carmike Mortgage Properties Cash Flow
         Coverage Report, as updated from time to time pursuant to the
         foregoing.

         14. Amendment to Section 6.01(b). Section 6.01(b) of the Credit
Agreement hereby is amended by deleting it in its entirety and by substituting
therefor the following:

                  (b) the Borrower shall fail to observe or perform any covenant
         contained in Sections 5.01(e), 5.01(j), 5.02(ii), 5.03 to 5.07,
         inclusive, 5.09 (as to the Borrower) and 5.10 (as to the Borrower) and
         5.12, or Section 5.15, 5.21(b), or 5.23 to 5.25, inclusive;

         15. Exhibit F. Exhibit F (Compliance Certificate) hereby is deleted in
its entirety and Exhibit F hereto is substituted therefor.

         16. Restatement of Representations and Warranties. The Borrower hereby
restates and renews each and every representation and warranty heretofore made
by it in the Credit Agreement and the other Loan Documents as fully as if made
on the date hereof (except as to


                                       13
<PAGE>   14

representations and warranties made as of a specific date) and with specific
reference to this Consent and all other Loan Documents executed and/or delivered
in connection herewith.

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

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

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

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

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

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

         23. Conditions Precedent. This Second Amendment shall become effective
only upon: (i) execution and delivery (including by facsimile) of this Second
Amendment by the Borrower, the Administrative Agent and the Required Lenders;
(ii) execution and delivery (including by facsimile) of the Consent and
Reaffirmation of Guarantors at the end hereof by the Guarantors; (iii) execution
and delivery (including by facsimile) of amendments to the Revolver Credit
Agreement, the Reimbursement Agreement and the Lease comparable to those
contained herein (as applicable), including equivalent changes to pricing,
reporting requirements, financial covenants and regarding execution of Carmike
Mortgages), as summarized in communications from the Administrative Agent to the
Lenders (and each of the Lenders consents to such amendments); and (iv) payment
to the Administrative Agent, for the ratable account of the Lenders which
execute this Second Amendment of an amendment fee in the amount of 0.05% of the
aggregate principal amount of the Loans outstanding on the date of closing.


                                       14

<PAGE>   15
                       [SIGNATURES COMMENCE ON NEXT PAGE]


                                       15
<PAGE>   16

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



CARMIKE CINEMAS, INC.,
as Borrower         (SEAL)


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


                                       16
<PAGE>   17

WACHOVIA BANK, N.A.,
as Administrative Agent and
as a Lender          (SEAL)


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


                                       17
<PAGE>   18

SKM-LIBERTYVIEW CBO I LIMITED,      (SEAL)


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


                                       18
<PAGE>   19

SENIOR DEBT PORTFOLIO,
as a Lender                     (SEAL)
By:  Boston Management and Research,
           as Investment Advisor

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


                                       19
<PAGE>   20

SEQUILS - PILGRIM 1, LTD,
LTD., as a Lender               as    (SEAL)
  By:  Pilgrim Investments, Inc.,
         as its investment manager

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


                                       20
<PAGE>   21

ML CLO XV PILGRIM AMERICA (CAYMAN) LTD
as a Lender                (SEAL)
  By:  Pilgrim Investments, LLC.,
          as its investment manager
By:
   -------------------------
   Title:


                                       21
<PAGE>   22

OSPREY INVESTMENTS PORTFOLIO,
as a Lender                                 (SEAL)
By:  Citibank, N.A., as Manager

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


                                       22
<PAGE>   23

THE TORONTO DOMINION BANK,
as a Lender              (SEAL)
By:
   -------------------------
   Title:


                                       23
<PAGE>   24

SENECA CBO II, L.P.,
as a Lender          (SEAL)

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


                                       24
<PAGE>   25

FIVE FINANCE CORPORATION,
As a Lender         (SEAL)
By:  Citibank, N.A., as Additional Investment
       Manager for and on Behalf of
       Five Finance Corporation

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


                                       25
<PAGE>   26

GENERAL ELECTRIC CAPITAL
CORPORATION, as a Lender   (SEAL)


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


                                       26
<PAGE>   27

BLACK DIAMOND CAPITAL MANAGEMENT, L.L.C.,
as collateral agent for Black Diamond International
Funding, Ltd., as a Lender                  (SEAL)


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


                                       27
<PAGE>   28

Sankaty Advisors, Inc. as Collateal Manager for
GREAT POINT CLO 1999-1 LTD, as Term
Lender


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


                                       28
<PAGE>   29

THE CIT GROUP/EQUIPMENT FINANCING, INC.,
as a Lender                (SEAL)


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


                                       29
<PAGE>   30

THE FIRST UNION NATIONAL BANK,
as a Lender                (SEAL)


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


                                       30
<PAGE>   31

                     CONSENT AND REAFFIRMATION OF GUARANTORS

         Each of the undersigned (i) acknowledges receipt of the foregoing
Second Amendment, (ii) consents to the execution and delivery of the Second
Amendment by the parties thereto and (iii) reaffirms all of its obligations and
covenants under the Guaranty Agreement dated as of February 25, 1999 executed by
it, and agrees that none of such obligations and covenants shall be affected by
the execution and delivery of the Second Amendment. This Consent and
Reaffirmation may be executed in any number of counterparts and by different
parties hereto in separate counterparts, each of which when so executed and
delivered shall be deemed to be an original and all of which counterparts, taken
together, shall constitute but one and the same instrument.

WOODEN NICKEL PUB, INC.  (SEAL),            MILITARY SERVICES, INC.      (SEAL)


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

EASTWYNN THEATRES, INC. (SEAL)

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


                                       31
<PAGE>   32


                                    EXHIBIT F



                         FORM OF COMPLIANCE CERTIFICATE

         Reference is made to the Term Loan Credit Agreement dated as of
February 25, 1999 (as modified and supplemented and in effect from time to time,
the "Credit Agreement") among Carmike Cinemas, Inc., the Lenders from time to
time parties thereto, and Wachovia Bank, N.A., as Administrative Agent.
Capitalized terms used herein shall have the meanings ascribed thereto in the
Credit Agreement.

         Pursuant to Section 5.01(c) of the Credit Agreement,
______________________, the duly authorized ____________________, of Carmike
Cinemas, Inc., hereby certifies to the Administrative Agent and the Lenders that
the information contained in the Compliance Check List attached hereto is true,
accurate and complete as of ______________, ___, and that no Default is in
existence on and as of the date hereof.


                                             CARMIKE CINEMAS, INC.



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


                                       32
<PAGE>   33

                              COMPLIANCE CHECKLIST

                              CARMIKE CINEMAS, INC.

                               ______________,____

1.       Ratio of Consolidated Senior Funded Debt to Consolidated Total Cash
         Flow (Section 5.03)

         At the end of each Fiscal Quarter, commencing with the Fiscal Quarter
         ending March 31, 2000, the ratio of Consolidated Senior Funded Debt to
         Consolidated Cash Flow for the period of 4 consecutive Fiscal Quarters
         ending on such date shall not be greater than the applicable ratio
         provided in the following table:

<TABLE>
<CAPTION>

                  Fiscal Quarter Ending                                Applicable Ratio
                  ---------------------                                ----------------
         <S>      <C>                                                  <C>

                  On or before September 30, 2000                         4.25 to 1.0

                  December 31, 2000 through
                  September 30, 2001                                      3.75 to 1.0

                  December 31, 2001 through
                  September 30, 2002                                      3.50 to 1.0

                  December 31, 2002 and
                  thereafter                                              3.00 to 1.0

         (a)      Consolidated Senior Funded Debt
                  Schedule - 4                                                  $____________

         (b)      Consolidated Cash Flow
                  Schedule - 5                                                  $____________

         Actual Ratio of (a) to (b)                                             _____________

         Maximum Ratio                                                          [4.25 to 1.0]
                                                                                [3.75 to 1.0]
                                                                                [3.50 to 1.0]
                                                                                [3.00 to 1.0]
</TABLE>

2.       Ratio of Consolidated Funded Debt to Consolidated Cash Flow (Section
         5.04)

         At the end of each Fiscal Quarter ending as provided in the following
         table, the ratio of Consolidated Funded Debt at the end of such Fiscal
         Quarter to Consolidated Cash Flow for the period of 4 consecutive
         Fiscal Quarters ending on such date shall not be greater than the
         applicable ratio provided in the following table:



                                       33

<PAGE>   34

                              COMPLIANCE CHECKLIST

                              CARMIKE CINEMAS, INC.

                               ______________,____

<TABLE>
<CAPTION>

                  Fiscal Quarter Ending                                Applicable Ratio
                  ---------------------                                ----------------
         <S>      <C>                                                  <C>

                  On or before September 30, 2000                         6.50 to 1.0

                  December 31, 2000 through
                  September 30, 2001                                      5.75 to 1.0

                  December 31, 2001 through
                  September 30, 2002                                      5.50 to 1.0

                  December 31, 2002 and
                  thereafter                                              5.00 to 1.0

         (a)      Consolidated Funded Debt
                  Schedule - 4                                                  $____________

         (b)      Consolidated Cash Flow
                  Schedule - 5                                                  $____________

         Actual Ratio of (a) to (b)                                             ___ to 1.00

         Maximum Ratio                                                          [6.50 to 1.00]
                                                                                [5.75 to 1.0]
                                                                                [5.50 to 1.00]
                                                                                [5.00 to 1.00]
</TABLE>

3.       Restricted Payments (Section 5.05)

         The Borrower will not declare or make any, or permit any Subsidiary
         which is not a Wholly-Owned Subsidiary to make any, Restricted Payment
         after the Effective Date, if the aggregate amount of such Restricted
         Payments made in any consecutive 4 Fiscal Quarter period would exceed
         $4,000,000; provided that after giving effect to the payment of any
         such Restricted Payments, no Default shall be in existence or be
         created thereby.

         (a)      Total Restricted Payments
                  made after the Effective Date
                  and during the 3 Fiscal Quarters
                  prior to most recent Fiscal Quarter            $____________

         (b)      Restricted Payment during most
                  recent Fiscal Quarter                          $____________

         (c)      sum of (a) and (b)                             $____________

                  Limitation (c) may not exceed $4,000,000



                                       34
<PAGE>   35

                              COMPLIANCE CHECKLIST

                              CARMIKE CINEMAS, INC.

                               ______________,____

4.       Fixed Charge Coverage (Section 5.06)

         At the end of each Fiscal Quarter, commencing with the Fiscal Quarter
         ending March 31, 2000, the ratio of (a) Adjusted Cash Flow to (b) Fixed
         Charges, in each case for the current Fiscal Quarter and the
         immediately preceding 3 Fiscal Quarters, shall not be less than the
         applicable ratio provided in the following table:

<TABLE>
<CAPTION>
                  Fiscal Quarter Ending                                Applicable Ratio
                  ---------------------                                ----------------
         <S>      <C>                                                  <C>

                  On or before September 30, 2001                         1.25 to 1.0

                  December 31, 2001 and
                  thereafter                                              1.40 to 1.0

         (a)      Adjusted Cash Flow - Schedule - 3                    $____________

         (b)      Fixed Charges - Schedule - 2                         $____________

         Actual Ratio of (a) to (b)                                    _____________

         Maximum Ratio                                                          [1.25 to 1.00]
                                                                                [1.40 to 1.00]
</TABLE>

5.       Ratio of Adjusted Consolidated Funded Debt to Adjusted Cash Flow
         (Section 5.07)

         At the end of each Fiscal Quarter, commencing with the Fiscal Quarter
         ending March 31, 2000, the ratio of (a) Adjusted Consolidated Funded
         Debt to (b) Adjusted Cash Flow, in each case for the current Fiscal
         Quarter and the immediately preceding 3 Fiscal Quarters, shall not be
         less than the applicable ratio provided in the following table:

<TABLE>
<CAPTION>
                  Fiscal Quarter Ending                                Applicable Ratio
                  ---------------------                                ----------------
         <S>      <C>                                                  <C>

                  March 31, 2000 through
                  September 30, 2000                                      7.5 to 1.0

                  December 31, 2000 through
                  December 31, 2001                                       7.0 to 1.0.

                  March 31, 2002 and
                  thereafter                                              6.5 to 1.0

         (a)      Consolidated Funded Debt - Schedule 4                $____________

         (b)      Rental Obligations - Schedule - 6                    $____________

         (c)      (b) times 8                                          $____________



                                       35
<PAGE>   36

                              COMPLIANCE CHECKLIST

                             CARMIKE CINEMAS, INC.

                              ______________,____


         <S>                                                           <C>
         (d)      sum of (a) plus (c)                                  $____________

         (e)      Adjusted Cash Flow - Schedule - 3                    $____________

         Actual Ratio of (d) to (e)                                    ___ to 1.0

         Maximum Ratio                                                 [7.5 to 1.0]
                                                                       [7.0 to 1.0]
                                                                       [6.5 to 1.0]
</TABLE>

6.       Negative Pledge (Section 5.08)

         None of the Borrower's or any Subsidiary's property is subject to any
         Lien securing Debt except for (i) Liens permitted by paragraph (a)
         through (e), and paragraph (l), of Section 5.08 of the Credit
         Agreement, (b) Liens not permitted by the aforementioned paragraphs of
         Section 5.08 (1) on fixed assets permitted under paragraph (l) securing
         Debt in an aggregate principal amount at any time outstanding not to
         exceed 5% of Consolidated Total Capitalization and (c) Liens not
         permitted by paragraphs (a) through (e) and paragraph (l) securing Debt
         in an aggregate principal amount at any time outstanding not to exceed
         5% of Consolidated Total Capitalization:

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

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

                  1.  ______________________          $____________________

                  2.  ______________________          $____________________

                  3.  ______________________          $____________________

                  4.  ______________________          $____________________

                  5.  ______________________          $____________________

                  6.  ______________________          $____________________

                  7.  ______________________          $____________________

                  Total of items 1-7                  $____________________

         (b)      Limitation (5% of Consolidated
                  Total Capitalization)                $____________________

         (c) Liens on other assets subject to paragraph (m):


                                       36
<PAGE>   37

                              COMPLIANCE CHECKLIST

                              CARMIKE CINEMAS, INC.

                               ______________,____

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

                  1.  ___________________________     $____________________

                  2.  ___________________________     $____________________

                  3.  ___________________________     $____________________

                  4.  ___________________________     $____________________

                  5.  ___________________________     $____________________

                  6.  ___________________________     $____________________

                  7.  ___________________________     $____________________

                  Total of items 1-7                  $____________________

         (d)      Limitation (5% of Consolidated
                  Total Capitalization)               $____________________

7.       Sales of Assets (Section 5.11)

         The Borrower will not, nor will it permit any Subsidiary to, ... sell,
         lease or otherwise transfer all or any substantial part of its assets
         to, any other Person, or discontinue or eliminate any business line or
         segment, ... provided that the foregoing limitation on the sale, lease
         or other transfer of assets and on the discontinuation or elimination
         of a business line or segment shall not prohibit (i) the sale, lease or
         other transfer of assets by a Subsidiary to any other Subsidiary (other
         than of Collateral by Eastwynn) or to the Borrower, or (ii) subject to
         the mandatory prepayment provisions of Section 2.10(b), during any
         Fiscal Quarter, a transfer of assets in an arm's length transaction for
         fair market value or the discontinuance or elimination of a business
         line or segment (in a single transaction or in a series of related
         transactions) unless the aggregate assets to be so transferred or
         utilized in a business line or segment to be so discontinued, when
         combined with all other assets transferred, and all other assets
         utilized in all other business lines or segments discontinued, during
         such Fiscal Quarter and the immediately preceding three Fiscal Quarters
         (excluding, however, transfers of assets permitted by clause (i) of
         this Section) contributed more than 10% of Consolidated Operating
         Income during the 4 consecutive Fiscal Quarters immediately preceding
         such Fiscal Quarter, and (e) subject to the mandatory prepayment
         provisions of Section 2.10(b) and to presentation to the Administrative
         Agent and the Lenders of a certificate showing compliance with the
         limitations contained in this clause (e) after giving effect thereto,
         the Borrower may enter into sale/leaseback transactions after the
         Effective Date in an amount not to exceed in the aggregate
         $150,000,000, provided in each of the foregoing such cases no Default
         shall be in existence or be created thereby. At the request of the
         Borrower, the Collateral Agent shall release any Collateral sold by the
         Borrower or Eastwynn in conformity with the



                                       37
<PAGE>   38

                              COMPLIANCE CHECKLIST

                              CARMIKE CINEMAS, INC.

                               ______________,____

         foregoing provisions, so long as any prepayments required by Section
         2.10(b) have been made.

         (a)      Aggregate Operating Income contributed by
                  assets sold during Fiscal Quarter just ended(1)  $____________

         (b)      Aggregate Operating Income contributed by
                  assets sold during 3 prior Fiscal Quarters(1)    $____________

         (c)      sum of (a) and (b)                               $____________

         (d)      Consolidated Operating Income during
                  4 Fiscal Quarters ending with
                  Fiscal Quarter just ended                        $____________

         (e)      10% of (d)                                       $____________

                  Limitations: (c) may not exceed (e)

8.       Investments (Section 5.21)

         Neither the Borrower nor any of its Subsidiaries shall make Investments
         in any Person except: (a) Investments in (i) direct obligations of the
         United States Government maturing within one year, (ii) certificates of
         deposit issued by a commercial bank whose credit is satisfactory to the
         Agent, (iii) commercial paper rated A1 or the equivalent thereof by S&P
         or P1 or the equivalent thereof by Moody's and in either case maturing
         within 6 months after the date of acquisition, (iv) tender bonds the
         payment of the principal of and interest on which is fully supported by
         a letter of credit issued by a United States bank whose long-term
         certificates of deposit are rated at least AA or the equivalent thereof
         by S&P and Aa or the equivalent thereof by Moody's, (v) loans or
         advances to employees not exceeding $1,000,000 in the aggregate
         principal amount outstanding at any time, in each case made in the
         ordinary course of business and consistent with practices existing on
         December 31, 1998, (vi) deposits required by government agencies or
         public utilities, and (vii) loans, advances or other Investments to or
         in Guarantors; and (b) other Investments which, in the aggregate since
         the Second Amendment Effective Date, do not exceed $10,000,000;
         provided, however, immediately after giving effect to the making of any
         Investment, no Default shall have occurred and be continuing.

         (a)      loans and advances to employees              $________________

                  Limitation                                   $1,000,000

_____________

         (1)      Excluding transfers permitted by clause (i)



                                       38
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                              COMPLIANCE CHECKLIST

                              CARMIKE CINEMAS, INC.


                              ______________,____


         (b)      Aggregate Investments made pursuant
                  to clause (b) from Second Amendment
                  Effective Date and prior to most recent
                  Fiscal Quarter                                   $___________

         (c)      Investments made pursuant to clause (b) during
                  most recent Fiscal Quarter                       $___________

         (d)      Sum of (b) and (c)                               $___________
                  Limitation: (d) may not exceed $10,000,000

9.       Capital Expenditures (5.25)

         At the end of each Fiscal Year, commencing with the Fiscal Quarter
         ending December 31, 2000, Capital Expenditures for such Fiscal Year
         (excluding on-maintenance Capital Expenditures on theatres opened on
         or before December 31, 1999 which were contracted for on or before
         such date) shall not exceed (a) for the Fiscal Year ending December
         31, 2000, $25,000,000 and (b) for each Fiscal Year thereafter,
         $35,000,000.

         (a)      Capital Expenditures incurred during Fiscal Year
                  to date                                          $___________

         (b)      Tenant improvements included in (a) and actually
                  reimbursed to date                               $___________

         (c)      Estimated amount of reimbursable tenant
                  improvements included in (a) but not yet
                  reimbursed                                       $___________

         (d)      Non-maintenance Capital Expenditures on theatres
                  opened on or before December 31, 1999 which were
                  contracted for on or before such date            $___________

         (e)      Sum of (a), less (b), less (c), less (d)         $___________

         Limitation: (e) may not exceed sum of $25,000,000 in Fiscal Year 2000
                  and $35,000,000 in any Fiscal Year thereafter

10.      Report as to Net Cash Proceeds paid pursuant to Section 2.10.

         Following is the information pertaining to the sale of each property
         during the Fiscal Quarter just ended which sale gave rise to the
         receipt of Net Cash Proceeds.

         (a)      Property: [insert description of property sold]

                  (1)      date of sale              ________________



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                              COMPLIANCE CHECKLIST

                              CARMIKE CINEMAS, INC.


                              ______________,____



                  (2)      gross proceeds received                 $___________

                  (3)      Net Cash Proceeds received              $___________

                  (4)      aggregate amount of prepayment
                           on Loans and Term Loans                 $___________

         (b)      Property: [insert description of property sold]

                  (1)      date of sale   ________________

                  (2)      gross proceeds received                 $___________

                  (3)      Net Cash Proceeds received              $___________

                  (4)      aggregate amount of prepayment
                           on Loans and Term Loans                 $___________

         TOTALS:

                  total gross proceeds received                    $___________
                  total Net Cash Proceeds received                 $___________
                  total aggregate prepayments made                 $___________



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                              COMPLIANCE CHECKLIST

                              CARMIKE CINEMAS, INC.


                              _______________,____

                                                                   SCHEDULE - 1

                        CONSOLIDATED TOTAL CAPITALIZATION

(a)      Consolidated Net Worth                        $_______________________

(b)      Consolidated Funded Debt                      $_______________________

(c)      Consolidated Total Capitalization
         (sum of (a) plus (b))                         $
                                                        =======================



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                              COMPLIANCE CHECKLIST

                              CARMIKE CINEMAS, INC.


                              ______________,_____


                                                                   SCHEDULE - 2

                                 FIXED CHARGES

(a)      Rental Obligations for:

         ____ quarter ____ _-__                               $_____________

         ____ quarter ____ _-__                               $_____________

         ____ quarter ____ _-__                               $_____________

         ____ quarter ____ _-__                               $_____________

         Total Rental Obligations                             $_____________

(b)      Interest Expense for:

         ____ quarter ____ _-__                               $_____________

         ____ quarter ____ _-__                               $_____________

         ____ quarter ____ _-__                               $_____________

         ____ quarter ____ _-__                               $_____________

         Total Interest Expense                               $_____________

         TOTAL FIXED CHARGES (sum of (a) plus (b))            $_____________


                             ADJUSTED FIXED CHARGES

(c)      Dividends for:

         ____ quarter ____ _-__                               $_____________

         ____ quarter ____ _-__                               $_____________

         ____ quarter ____ _-__                               $_____________



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                              COMPLIANCE CHECKLIST

                              CARMIKE CINEMAS, INC.


                              _______________,____


         ____ quarter ____ _-__                               $_____________

         Total Dividends                                      $_____________

(d)      Tax expense for:

         ____ quarter ____ _-__                               $_____________

         ____ quarter ____ _-__                               $_____________

         ____ quarter ____ _-__                               $_____________

         ____ quarter ____ _-__                               $_____________

         Total Tax Expense                                    $_____________

(e)      Principal payments(2) for:

         ____ quarter ____ _-__                               $_____________

         ____ quarter ____ _-__                               $_____________

         ____ quarter ____ _-__                               $_____________

         ____ quarter ____ _-__                               $_____________

         Total principal payments                             $_____________

         TOTAL ADJUSTED FIXED CHARGES
         (sum of (a) plus (b) plus (c) plus (d) plus (d))     $_____________

--------------

(2) Exclude principal payments on the Senior Notes



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                              COMPLIANCE CHECKLIST

                              CARMIKE CINEMAS, INC.


                              _______________,____

                                                                   SCHEDULE - 3

                              ADJUSTED CASH FLOW(3)

(a)      ____  quarter ____                                     $____________
         Consolidated Operating Income                          $____________
         Rental Obligations                                     $____________
         Depreciation and amortization                          $____________
         Net income arising from sale, exchange or
              distribution of capital assets
              (not to exceed 5% of Consolidated
              Operating Income for such period)                 $____________
         Theatre-Level EBITDA                                   $____________
         Total for Quarter                                      $____________

(b)      ____  quarter ____                                     $____________
         Consolidated Operating Income                          $____________
         Rental Obligations                                     $____________
         Depreciation and amortization                          $____________
         Net income arising from sale, exchange or
              distribution of capital assets
              (not to exceed 5% of Consolidated
              Operating Income for such period)                 $____________
         Theatre-Level EBITDA                                   $____________
         Total for Quarter                                      $____________

(c)      ____  quarter ____                                     $____________
         Consolidated Operating Income                          $____________
         Rental Obligations                                     $____________
         Depreciation and amortization                          $____________
         Net income arising from sale, exchange or
              distribution of capital
              assets (not to exceed 5% of Consolidated
              Operating Income for such period)                 $____________
         Theatre-Level EBITDA                                   $____________
         Total for Quarter                                      $____________

(d)      ____  quarter ____                                     $____________


--------------

(3) In determining Adjusted Cash Flow, the expense incurred by the Borrower in
complying with the provisions of Section 5.26 in granting and recording the
Carmike Mortgages and obtaining the Real Estate Collateral Documentation shall
be added back to Consolidated Operating Income.



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                              COMPLIANCE CHECKLIST

                              CARMIKE CINEMAS, INC.

                               ______________,____

<TABLE>
         <S>                                                       <C>
         Consolidated Operating Income                             $____________
         Rental Obligations                                        $____________
         Depreciation and amortization                             $____________
         Net income arising from sale, exchange or
             distribution of capital assets
             (not to exceed 5% of Consolidated
             Operating Income for such period)                     $____________
         Theatre-Level EBITDA                                      $____________
         Total for Quarter                                         $____________

                  Total Adjusted Cash Flow                         $
                  (sum of (a) plus (b) plus (c) plus (d)            ============
                              ----     ----     ----
</TABLE>


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                              COMPLIANCE CHECKLIST

                              CARMIKE CINEMAS, INC.

                               ______________,____



                                                                    SCHEDULE - 4

                            CONSOLIDATED FUNDED DEBT


<TABLE>
<CAPTION>
                                                 Interest
(a)      Funded Debt                               Rate             Maturity            Total
         -----------                            ---------           --------            -----
<S>      <C>                                    <C>                 <C>                 <C>

         Secured
         -------
         __________________________             _________           _________           $___________
         __________________________             _________           _________           $___________
         __________________________             _________           _________           $___________
         __________________________             _________           _________           $___________
         __________________________             _________           _________           $___________
         __________________________             _________           _________           $___________
         Total Secured                                                                  $___________

         Unsecured
         ---------

         __________________________             _________           _________           $___________
         __________________________             _________           _________           $___________
         __________________________             _________           _________           $___________
         __________________________             _________           _________           $___________
         Total Unsecured                                                                $___________

         Guarantees
         ----------

         ____________________________________________________________________           $___________
         ____________________________________________________________________           $___________
         Total                                                                          $___________

         Redeemable Preferred Stock                                                     $___________
         --------------------------
         Total                                                                          $___________


         Other Debt
         ----------

         ____________________________________________________________________           $___________
         ____________________________________________________________________           $___________
         ____________________________________________________________________           $___________

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

(b)      Current Debt                                                                   $___________

(c)      Unescrowed Off-Balance Sheet Lease Indebtedness (to the
         extent not included in (a) or (b)                                              $___________
</TABLE>


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                              COMPLIANCE CHECKLIST

                              CARMIKE CINEMAS, INC.

                               ______________,____



<TABLE>
<S>      <C>                                                                    <C>
(d)      Off-Balance Sheet Lease Equity Amounts (to the extent
         not included in (a) or (b)                                             $____________

(e)      Consolidated Funded Debt (a) plus (b) plus (c) plus (d)                $
                                      ----     ----     ----                     ============

                         CONSOLIDATED SENIOR FUNDED DEBT

(f)      Subordinated Debt                                                      $___________

(g)      Consolidated Senior Funded Debt (e) less (f)                           $___________
</TABLE>


                                       47
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                              COMPLIANCE CHECKLIST

                              CARMIKE CINEMAS, INC.

                               ______________,____



                                                                    SCHEDULE - 5

                           CONSOLIDATED CASH FLOW(4)

<TABLE>
<S>      <C>                                                     <C>
(a)      ____     quarter ____                                   $____________
         Consolidated Operating Income                           $____________
         Depreciation and amortization                           $____________
         Off-Balance Sheet Lease Payments                        $____________
         Net income arising from sale, exchange or
             distribution of capital assets
             (not to exceed 5% of Consolidated
             Operating Income for such period)                   $____________
         Total for Quarter                                       $____________

(b)      ____     quarter ____                                   $____________
         Consolidated Operating Income                           $____________
         Depreciation and amortization                           $____________
         Off-Balance Sheet Lease Payments                        $____________
         Net income arising from sale, exchange or
             distribution of capital assets
             (not to exceed 5% of Consolidated
             Operating Income for such period)                   $____________
         Total for Quarter                                       $____________

(c)      ____     quarter ____                                   $____________
         Consolidated Operating Income                           $____________
         Depreciation and amortization                           $____________
         Off-Balance Sheet Lease Payments                        $____________
         Net income arising from sale, exchange or
             distribution of capital assets
             (not to exceed 5% of Consolidated
             Operating Income for such period)                   $____________
         Total for Quarter                                       $____________

(d)      ____     quarter ____                                   $____________
</TABLE>

---------------------------------

(4) In determining Cash Flow, the expense incurred by the Borrower in complying
with the provisions of Section 5.26 in granting and recording the Carmike
Mortgages and obtaining the Real Estate Collateral Documentation shall be added
back to Consolidated Operating Income.


                                       48
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                              COMPLIANCE CHECKLIST

                              CARMIKE CINEMAS, INC.

                               ______________,____


<TABLE>
<S>                                                              <C>
         Consolidated Operating Income                           $____________
         Depreciation and amortization                           $____________
         Off-Balance Sheet Lease Payments                        $____________
         Net income arising from sale, exchange or
             distribution of capital assets
             (not to exceed 5% of Consolidated
             Operating Income for such period)                   $____________
         Total for Quarter                                       $____________

              Consolidated Cash Flow                             $
              (sum of (a) plus (b) plus (c) plus (d)              ============
                          ----     ----     ----
</TABLE>



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                              COMPLIANCE CHECKLIST

                              CARMIKE CINEMAS, INC.

                               ______________,____



                                                                    SCHEDULE - 6

                             RENTAL OBLIGATIONS(5)

<TABLE>
<S>                                                <C>
 ____ quarter ____                                 $____________

 ____ quarter ____                                 $____________

 ____ quarter ____                                 $____________

 ____ quarter ____                                 $____________

                              Total                $____________
</TABLE>


---------------------------

(5) Rental Obligations shall not include Rental Obligations under the Lease and
Rental Obligations under leases arising from sale/leaseback transactions of
theatres shall be annualized on a proforma basis, as to any Operating Lease
which has been in effect for less than 4 Fiscal Quarters.


                                       50