<PAGE>   1
                                                                    EXHIBIT 10.1


            FIRST AMENDMENT TO AMENDED AND RESTATED CREDIT AGREEMENT


         THIS FIRST AMENDMENT TO AMENDED AND RESTATED CREDIT AGREEMENT (this
"First Amendment") is dated as of March 31, 2000 among CARMIKE CINEMAS, INC.
(the "Borrower"), WACHOVIA BANK, N.A., as Agent (the "Agent"), and the Banks
parties hereto (collectively, the "Banks");

                              W I T N E S S E T H :

         WHEREAS, the Borrower, the Agent and the Banks executed and delivered
that certain Amended and Restated Credit Agreement, dated as of January 29, 1999
(the "Credit Agreement");

         WHEREAS, the Borrower has requested that the Agent and the Banks amend
the Credit Agreement as set forth herein and the Agent and the Banks 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 Agent and the
Banks 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 Cash Flow", "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
<PAGE>   2

         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 5.27 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 5.27,
         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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<PAGE>   3

         become Leasehold Mortgages pursuant to Section 5.27, 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 5.27, 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 5.27 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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<PAGE>   4
         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 First Amendment Effective Date which is
         furnished to the Agent, the Collateral Agent and the Banks pursuant to
         Section 5.27 and which lists each of the Fee Properties and the
         Leasehold Properties and shows, for each such Property, the portion of
         Carmike Mortgage Properties Cash Flow 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.

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

                  "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 5.27.

                  "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
         5.27 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;


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<PAGE>   6

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

                  (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.

                  "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       Base Rate Loans       Euro-Dollar
         Debt to Consolidated Cash Flow     ---------------          Loans
         ------------------------------                           ------------
         <S>                                <C>                   <C>
         Greater than or equal to 5.5            2.00%               3.00%
</TABLE>


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<PAGE>   7

<TABLE>
         <S>                                     <C>                 <C>
         Greater than or equal to 5.0            1.75%               2.75%
         but less than 5.5

         Greater than or equal to 4.5            1.50%               2.50%
         but less than 5.0

         Greater than or equal to 4.0            1.25%               2.25%
         but less than 4.5

         Less than 4.0                           1.00%               2.00%
</TABLE>


         1.       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) for the period
from and including the First Amendment Effective Date to the first Rate
Determination Date occurring in the first Fiscal Quarter of Fiscal Year 2001,
the Applicable Margin shall be (A) 2.25% for Base Rate Loans and (B) 3.25% for
Euro-Dollar Loans, in each case subject to adjustment pursuant to the last
sentence of this Section 2.05(a), (ii) 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 (iii) if on
any Rate Determination Date the Borrower shall have failed to deliver to the
Banks 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 Banks 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 Banks 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 5.50 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


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<PAGE>   8
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.

         2.       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 5.27, which
increase shall be retroactive to the First 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 5.27, 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 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 Flow Coverage     Percentage
       Level                                              Increase
       --------------------------------------------------------------
       <S>                                                <C>
       Less than $40,000,000                              1.00%
       --------------------------------------------------------------
       Greater than or equal to $40,000,000 but less      0.50%
       than $50,000,000
       --------------------------------------------------------------
       Greater than or equal to $50,000,000 but less      0.25%
       than $60,000,000
       --------------------------------------------------------------
       Equal to or greater than $60,000,000               0.00%
       --------------------------------------------------------------
</TABLE>


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

                  1.       (b) The Borrower shall repay or prepay Loans and the
         Term Loan 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


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<PAGE>   9

         (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 Banks 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 Agent and the Term Agent, for the ratable account
         of the Banks and the Term Lenders, based on the aggregate amount of the
         Commitments and the aggregate principal balance of the Term Loan as of
         the time of the payment; provided, that from and after the date that
         the Commitments have been reduced to $150,000,000 by payments made
         pursuant hereto in accordance with Section 2.08, such repayments or
         prepayments shall be made solely to the Term Lenders, until the Term
         Loan is paid in full, except that after the Commitments have so been
         reduced to $150,000,000, with respect to any sale of Collateral, if the
         Term Loan has been paid in full (or prepayments pursuant hereto have
         been waived by the Term Lenders pursuant to Section 2.10 of the Term
         Loan Credit Agreement), any Net Cash Proceeds from such sale which are
         not used to purchase replacement Collateral having equal or greater
         value shall be used to prepay the Loans, and the Commitments shall be
         reduced by the amount of such prepayments.

         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 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 Agent shall
         send a copy thereof to each Bank and each Term Lender. Within 5
         Business Days after the completion of such sale, the Borrower shall
         notify the 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 Banks 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 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 Agent shall
         send a copy thereof to each Bank and each Term Lender.

         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:

                  1.       (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 Agent (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 5.26, 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


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<PAGE>   10

         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:

                  1.       (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; and

                  2.       (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:

                  1.       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:

                  1.       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:


                                       10
<PAGE>   11

<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:

                  1.       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:

                  1.       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:

<TABLE>
<CAPTION>
                  Fiscal Quarter Ending                    Applicable Ratio

                  <S>                                      <C>
                  March 31, 2000 through
                  September 30, 2000                          7.5 to 1.0
</TABLE>


                                       11
<PAGE>   12

<TABLE>
                  <S>                                         <C>
                  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

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


                           Section  5.26 Capital Expenditures. At the end of
                  each Fiscal Year, commencing with the Fiscal Quarter ending
                  December 31, 2000, Capital Expenditures for such Fiscal Year
                  (excluding non-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.

         13.      New Section 5.27. A new Section 5.27 hereby is added to the
Credit Agreement, as follows:

                           Section 5.27 Carmike Mortgages; Pricing Adjustments.
                  On or within 10 days after the First 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


                                       12
<PAGE>   13

                  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 First 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 5.26, 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 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.


                                       13
<PAGE>   14

         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 First 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
First Amendment shall be without substantive meaning or content of any kind
whatsoever and are not a part of the agreements among the parties hereto
evidenced hereby.

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

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

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

         23.      Conditions Precedent. This First Amendment shall become
effective only upon: (i) execution and delivery (including by facsimile) of this
First Amendment by the Borrower, the Agent and the Required Banks; (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 Term Loan 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 Agent to the Banks (and each of the Banks consents to
such amendments); and (iv) payment to the Agent, for the ratable account of the
Banks which execute this First Amendment of an amendment fee in the amount of
0.05% of the aggregate Commitments on the date of closing.


                                       14
<PAGE>   15
         IN WITNESS WHEREOF, the Borrower, the Agent and each of the Banks has
caused this First Amendment to be duly executed, under seal, by its duly
authorized officer as of the day and year first above written.


CARMIKE CINEMAS, INC.,                  WACHOVIA BANK, N.A.,
as Borrower                 (SEAL)      as Agent and as a Bank         (SEAL)


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

FIRST UNION NATIONAL BANK,              SUNTRUST BANK,
as a Bank                   (SEAL)      as a Bank                      (SEAL)


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

                                        THE BANK OF NEW YORK,
                                        as a Bank                      (SEAL)


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

FIRST AMERICAN NATIONAL BANK,           THE INDUSTRIAL BANK OF JAPAN,
as a Bank                   (SEAL)      LIMITED                        (SEAL)
                                        as a Bank


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

THE SANWA BANK, LIMITED,                THE BANK OF TOKYO-MITSUBISHI, LTD.,
as a Bank                   (SEAL)      as a Bank                      (SEAL)


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


                                       15
<PAGE>   16
COLUMBUS BANK AND TRUST                 HIBERNIA NATIONAL BANK,
COMPANY, as a Bank          (SEAL)      as a Bank                      (SEAL)


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


GENERAL ELECTRIC CAPITAL
CORPORATION, as a Bank      (SEAL)

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


                                       16
<PAGE>   17

                     CONSENT AND REAFFIRMATION OF GUARANTORS

         Each of the undersigned (i) acknowledges receipt of the foregoing First
Amendment, (ii) consents to the execution and delivery of the First Amendment by
the parties thereto and (iii) reaffirms all of its obligations and covenants
under the Guaranty Agreement dated as of January 29, 1999 executed by it, and
agrees that none of such obligations and covenants shall be affected by the
execution and delivery of the First Amendment. This Consent and Reaffirmation
may be executed in any number of counterparts and by different parties hereto in
separate counterparts, each of which when so executed and delivered shall be
deemed to be an original and all of which counterparts, taken together, shall
constitute but one and the same instrument.

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



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

EASTWYNN THEATRES, INC. (SEAL)

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


                                       17
<PAGE>   18
                                    EXHIBIT F



                         FORM OF COMPLIANCE CERTIFICATE

         Reference is made to the Amended and Restated Credit Agreement dated as
of January 29, 1999 (as modified and supplemented and in effect from time to
time, the "Credit Agreement") among Carmike Cinemas, Inc., the Banks from time
to time parties thereto, and Wachovia Bank, N.A., as 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 Agent and the Banks 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:



                                       18
<PAGE>   19
                              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>
                  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:

<TABLE>
<CAPTION>
                  Fiscal Quarter Ending                      Applicable Ratio

                  <S>                                        <C>
                  On or before September 30, 2000                6.50 to 1.0
</TABLE>


                                       19
<PAGE>   20
                              COMPLIANCE CHECKLIST

                              CARMIKE CINEMAS, INC.

                             ______________, ______


                  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                                                    [6.5 to 1.00]
                                                                 [5.75 to 1.0]
                                                                 [5.50 to 1.00]
                                                                 [5.00 to 1.00]

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

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


                                       20
<PAGE>   21
                              COMPLIANCE CHECKLIST

                              CARMIKE CINEMAS, INC.

                             ______________, ______


current Fiscal Quarter and the immediately preceding 3 Fiscal Quarters, shall
not be less than the applicable ratio provided in the following table:

                  Fiscal Quarter Ending                        Applicable Ratio

                  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]

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

                  1.       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:

                  Fiscal Quarter Ending                        Applicable Ratio

                  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                                    $____________

         (d)      sum of (a) plus (c)                            $____________

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


                                       21
<PAGE>   22
                              COMPLIANCE CHECKLIST

                              CARMIKE CINEMAS, INC.

                             ______________, ______


         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]

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):

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

                  <S>                                     <C>
                  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):

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

                  1.  _______________________             $____________________

                  2.  _______________________             $____________________

                  3.  _______________________             $____________________
</TABLE>


                                       22
<PAGE>   23
                              COMPLIANCE CHECKLIST

                              CARMIKE CINEMAS, INC.

                             ______________, ______


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


                                       23
<PAGE>   24
                              COMPLIANCE CHECKLIST

                              CARMIKE CINEMAS, INC.

                             ______________, ______


         (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 First 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

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

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

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

(1)Excluding transfers permitted by clause (i)


                                       24
<PAGE>   25
                              COMPLIANCE CHECKLIST

                              CARMIKE CINEMAS, INC.

                             ______________, ______

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


1.       Capital Expenditures (5.26)

At the end of each Fiscal Year, commencing with the Fiscal Quarter ending
December 31, 2000, Capital Expenditures for such Fiscal Year (excluding
non-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


                                       25
<PAGE>   26
                              COMPLIANCE CHECKLIST

                              CARMIKE CINEMAS, INC.

                             ______________, ______


2.       Report as to Net Cash Proceeds paid pursuant to Section 2.10(b).

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      ________________

         (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                     $_______________


                                       26
<PAGE>   27
                              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))                             $___________________


                                       27
<PAGE>   28
                              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 ____ _-__                               $_____________

         ____ quarter ____ _-__                               $_____________

         Total Dividends                                      $_____________

(d)      Tax expense for:

         ____ quarter ____ _-__                               $_____________

         ____ quarter ____ _-__                               $_____________



                                       28
<PAGE>   29
                              COMPLIANCE CHECKLIST

                              CARMIKE CINEMAS, INC.

                             ______________, ______


         ____ 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


                                       29
<PAGE>   30
                             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                                $____________

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

(3)      In determining Adjusted Cash Flow, the expense incurred by the Borrower
         in complying with the provisions of Section 5.27 in granting and
         recording the Carmike Mortgages and obtaining the Real Estate
         Collateral Documentation shall be added back to Consolidated Operating
         Income.


                                       30
<PAGE>   31
                             COMPLIANCE CHECKLIST

                              CARMIKE CINEMAS, INC.

                             ______________, ______

(d)      ____     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                                $____________

                  Total Adjusted Cash Flow                $============
                  (sum of (a) plus (b) plus (c) plus (d)


                                       31
<PAGE>   32
                              COMPLIANCE CHECKLIST

                             CARMIKE CINEMAS, INC.

                              -------------, -----



                                                                   SCHEDULE - 4

                            CONSOLIDATED FUNDED DEBT


                                   Interest
(a)      Funded Debt                 Rate         Maturity             Total

         Secured
         ___________________       ________       ________         $____________
         ___________________       ________       ________         $____________
         ___________________       ________       ________         $____________
         ___________________       ________       ________         $____________
         ___________________       ________       ________         $____________
         Total Secured                                             $____________

         Unsecured

         ___________________       ________       ________         $____________
         ___________________       ________       ________         $____________
         ___________________       ________       ________         $____________
         ___________________       ________       ________         $____________
         ___________________       ________       ________         $____________
         Total Unsecured                                           $____________

         Guarantees

         _________________________________________________         $____________
         _________________________________________________         $____________
         Total                                                     $____________

         Redeemable Preferred Stock                                $____________
         Total                                                     $____________


         Other Debt

         __________________________________________________        $____________
         __________________________________________________        $____________
         __________________________________________________        $____________

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

(b)      Current Debt                                              $____________

(c)      Unescrowed Off-Balance Sheet Lease Indebtedness (to the
         extent not included in (a) or (b)                         $____________



                                      32
<PAGE>   33

                              COMPLIANCE CHECKLIST

                             CARMIKE CINEMAS, INC.

                              -------------, -----



(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)              $____________


                                      33

<PAGE>   34

                              COMPLIANCE CHECKLIST

                             CARMIKE CINEMAS, INC.

                              -------------, -----



                                                                   SCHEDULE - 5

                           CONSOLIDATED CASH FLOW(4)


(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                                         $____________


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

(4) In determining Cash Flow, the expense incurred by the Borrower in complying
with the provisions of Section 5.27 in granting and recording the Carmike
Mortgages and obtaining the Real Estate Collateral Documentation shall be added
back to Consolidated Operating Income.


                                      34
<PAGE>   35

                              COMPLIANCE CHECKLIST

                             CARMIKE CINEMAS, INC.

                              -------------, -----



(d)      ____     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                                         $____________

              Consolidated Cash Flow
              (sum of (a) plus (b) plus (c) plus (d)               $
                                                                    ============

                                      35
<PAGE>   36

                              COMPLIANCE CHECKLIST

                             CARMIKE CINEMAS, INC.

                              -------------, -----



                                                                   SCHEDULE - 6

                             RENTAL OBLIGATIONS(5)


          ____ quarter ____                                        $____________

          ____ quarter ____                                        $____________

          ____ quarter ____                                        $____________

          ____ quarter ____                                        $____________

                                    Total                          $____________



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

(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.



                                      36