EX-4.5



 Exhibit 4.5 
 SUPPLEMENTAL INDENTURE 
 SUPPLEMENTAL INDENTURE
(this “Supplemental Indenture”), dated as of December 11, 2012 among each of the parties set forth on Schedule I hereto (each, a “Guaranteeing Subsidiary” and, collectively, the “Guaranteeing
Subsidiaries”), each of which is a subsidiary of Carmike Cinemas, Inc. (or its permitted successor), a Delaware corporation (the “Company”), the Company, the other Guarantors (as defined in the Indenture referred to herein)
and Wells Fargo Bank, National Association, as trustee under the Indenture referred to below (the “Trustee”). 

W I T N E S S E T H 
 WHEREAS, the Company and the Guarantors have heretofore executed and delivered to the Trustee an indenture (the “Indenture”), dated as of April 27, 2012 providing for the issuance of
7.375% Senior Secured Notes due 2019 (the “Notes”); 
 WHEREAS, the Indenture provides that under certain
circumstances the Guaranteeing Subsidiaries shall execute and deliver to the Trustee a supplemental indenture pursuant to which each Guaranteeing Subsidiary shall unconditionally guarantee all of the Company’s Obligations under the Notes and
the Indenture on the terms and conditions set forth herein (the “Note Guarantee”); and 
 WHEREAS, pursuant to
Section 9.01 of the Indenture, the Trustee is authorized to execute and deliver this Supplemental Indenture. 
 NOW,
THEREFORE, in consideration of the foregoing and for other good and valuable consideration, the receipt of which is hereby acknowledged, the Guaranteeing Subsidiaries and the Trustee mutually covenant and agree for the equal and ratable benefit of
the Holders of the Notes as follows: 
 1. CAPITALIZED TERMS. Capitalized terms used herein
without definition shall have the meanings assigned to them in the Indenture. 
 2. AGREEMENT TO
GUARANTEE. Each Guaranteeing Subsidiary hereby agrees to provide an unconditional Guarantee on the terms and subject to the conditions set forth in the Note Guarantee and in the Indenture including but not limited to Article 11
thereof. 
 4. NO RECOURSE AGAINST OTHERS. No director, officer,
employee, incorporator or stockholder of the Company or any Guarantor, as such, will have any liability for any obligations of the Company or the Guarantors under the Notes, this Indenture, the Note Guarantees, the security documents or for any
claim based on, in respect of, or by reason of, such obligations or their creation. Each Holder of Notes by accepting a Note waives and releases all such liability. The waiver and release are part of the consideration for issuance of the Notes. The
waiver may not be effective to waive liabilities under the federal securities laws. 
 5. NEW YORK LAW TO GOVERN. THE INTERNAL
LAW OF THE STATE OF NEW YORK SHALL GOVERN AND BE USED TO CONSTRUE THIS SUPPLEMENTAL INDENTURE WITHOUT GIVING EFFECT TO APPLICABLE PRINCIPLES OF CONFLICTS OF LAW TO THE EXTENT THAT THE APPLICATION OF THE LAWS OF ANOTHER JURISDICTION WOULD BE REQUIRED
THEREBY. 
 6. COUNTERPARTS. The parties may sign any number of copies of this Supplemental Indenture. Each
signed copy shall be an original, but all of them together represent the same agreement. 
 7. EFFECT
OF HEADINGS. The Section headings herein are for convenience only and shall not affect the construction hereof. 
 8. THE TRUSTEE. The Trustee shall not be responsible in any manner whatsoever for or in respect of the validity or sufficiency of this Supplemental Indenture or for or in
respect of the recitals contained herein, all of which recitals are made solely by the Guaranteeing Subsidiaries and the Company. 







 IN WITNESS WHEREOF, the parties hereto have caused this Supplemental Indenture to be duly
executed and attested, all as of the date first above written. 
  

							
	 Dated: December 11, 2012
	 	GUARANTEEING SUBSIDIARIES:
		
		 	 CARMIKE REVIEWS HOLDINGS, LLC
 CARMIKE MOTION PICTURES BIRMINGHAM, LLC
 CARMIKE MOTION PICTURES BIRMINGHAM II, LLC

CARMIKE MOTION PICTURES BIRMINGHAM III, LLC

CARMIKE MOTION PICTURES CHATTANOOGA, LLC
 CARMIKE
MOTION PICTURES DAPHNE, LLC
 CARMIKE MOTION PICTURES PENSACOLA, LLC
 CARMIKE MOTION PICTURES PENSACOLA II, LLC
 CARMIKE MOTION PICTURES INDIANAPOLIS, LLC

CARMIKE MOTION PICTURES HUNTSVILLE, LLC
 CARMIKE
MOTION PICTURES FT. WAYNE, LLC
 CARMIKE MOTION PICTURES MELBOURNE, LLC
 CARMIKE MOTION PICTURES PEORIA, LLC
 CARMIKE MOTION PICTURES PORT ST. LUCIE, LLC

CARMIKE MOTION PICTURES ORANGE BEACH, LLC

CARMIKE MOTION PICTURES ALLENTOWN, LLC
 CARMIKE
HOUSTON LP, LLC
 CARMIKE HOUSTON GP, LLC

CARMIKE MOTION PICTURES HOUSTON, LP

		 		 	By: CARMIKE Houston GP, LLC, its General Partner
			
		 	By: 	 	 /s/ Daniel E. Ellis

		 		 	Name: 	 	Daniel E. Ellis
		 		 	Title:	 	Senior Vice President, General Counsel and Secretary
		
		 	COMPANY:
		
		 	CARMIKE CINEMAS, INC.
			
		 	By:	 	 /s/ Daniel E. Ellis

		 		 	Name:	 	Daniel E. Ellis
		 		 	Title:	 	Senior Vice President, General Counsel and Corporate Secretary









 
							
		 	GUARANTORS:
		
		 	 EASTWYNN THEATRES, INC.
 GEORGE G. KERASOTES CORPORATION
 GKC INDIANA THEATRES, INC.

GKC MICHIGAN THEATRES, INC.
 GKC THEATRES,
INC.
 MILITARY SERVICES, INC.

			
		 	By: 	 	 /s/ Daniel E. Ellis

		 		 	Name: 	 	Daniel E. Ellis
		 		 	Title:	 	Senior Vice President, General Counsel and Secretary
		
		 	CARMIKE GIFTCO, INC.
			
		 	By:	 	 /s/ Greg Wiggins

		 		 	Name:	 	Greg Wiggins
		 		 	Title:	 	President and Chief Executive Officer
		
		 	TRUSTEE:
		
		 	WELLS FARGO BANK, NATIONAL ASSOCIATION, as Trustee
			
		 	By:	 	 /s/ Stefan Victory

		 		 	Name:	 	Stefan Victory
		 		 	Title:	 	Vice President









 SCHEDULE I 
 Carmike Reviews Holdings, LLC, a Delaware limited liability company 
 Carmike
Motion Pictures Birmingham, LLC, a Delaware limited liability company 
 Carmike Motion Pictures Birmingham II, LLC, a Delaware
limited liability company 
 Carmike Motion Pictures Birmingham III, LLC, a Delaware limited liability company 

Carmike Motion Pictures Chattanooga, LLC, a Delaware limited liability company 

Carmike Motion Pictures Daphne, LLC, a Delaware limited liability company 

Carmike Motion Pictures Pensacola, LLC, a Delaware limited liability company 

Carmike Motion Pictures Pensacola II, LLC, a Delaware limited liability company 

Carmike Motion Pictures Indianapolis, LLC, a Delaware limited liability company 

Carmike Motion Pictures Huntsville, LLC, a Delaware limited liability company 

Carmike Motion Pictures Ft. Wayne, LLC, a Delaware limited liability company 

Carmike Motion Pictures Melbourne, LLC, a Delaware limited liability company 

Carmike Motion Pictures Peoria, LLC, a Delaware limited liability company 

Carmike Motion Pictures Port St. Lucie, LLC, a Delaware limited liability company 

Carmike Motion Pictures Orange Beach, LLC, a Delaware limited liability company 

Carmike Motion Pictures Allentown, LLC, a Delaware limited liability company 

Carmike Houston LP, LLC, a Delaware limited liability company 
 Carmike Houston GP, LLC, a Delaware limited liability company 
 Carmike Motion
Pictures Houston, LP, a Delaware limited partnership