CREDIT AGREEMENT among RUDDICK CORPORATION as Borrower, THE LENDERS PARTIES HERETO, and WACHOVIA BANK, NATIONAL ASSOCIATION, as Administrative Agent Dated as of June 7, 2006 WACHOVIA CAPITAL MARKETS, LLC, as Lead Arranger and Book Runner

Page

ARTICLE I DEFINITIONS

1

Section 1.1 Defined Terms

1

Section 1.2 Other Definitional Provisions

14

Section 1.3 Accounting Terms

14

Section 1.4 Restructuring of A&E

15

ARTICLE II THE REVOLVING LOANS; AMOUNT AND TERMS

15

Section 2.1 Revolving Loans

15

Section 2.2 Letter of Credit Subfacility

16

Section 2.3 Fees

20

Section 2.4 Reduction of the Revolving Commitments

21

Section 2.5 Minimum Borrowing Amounts and Principal Amounts of Tranches

21

Section 2.6 Prepayments

21

Section 2.7 Interest Payments; Default Interest; Interest Payment Dates

22

Section 2.8 Computation of Interest and Fees

23

Section 2.9 Conversion Options

24

Section 2.10 Pro Rata Treatment and Payments

26

Section 2.11 Non-Receipt of Funds by the Administrative Agent

26

Section 2.12 Inability to Determine Interest Rate

27

Section 2.13 Illegality

28

Section 2.14 Requirements of Law

28

Section 2.15 Indemnity

30

Section 2.16 Taxes

30

Section 2.17 Waiver of Notice

32

Section 2.18 Defaulting Lenders; Limitation on Claims

33

Section 2.19 [Intentionally Left Blank.]

34

Section 2.20 Indemnification; Nature of Issuing Lender’s Duties

34

Section 2.21 Additional Loans

36

ARTICLE III REPRESENTATIONS AND WARRANTIES

38

ARTICLE IV CONDITIONS PRECEDENT

40

Section 4.1 Conditions to Closing Date and Initial Revolving Loans

40

Section 4.2 Conditions to All Extensions of Credit

41

ARTICLE V AFFIRMATIVE COVENANTS

41

ARTICLE VI NEGATIVE COVENANTS

44

Section 6.1

44

ARTICLE VII EVENTS OF DEFAULT

47

Section 7.1 Events of Default

47

Section 7.2 Acceleration; Remedies

49

ARTICLE VIII THE AGENT

50

Section 8.1 Appointment

50

Section 8.2 Delegation of Duties

50

Section 8.3 Exculpatory Provisions

50

Section 8.4 Reliance by Administrative Agent

51

Section 8.5 Notice of Default

51

Section 8.6 Non-Reliance on Administrative Agent and Other Lenders

51

Section 8.7 Indemnification

52

Section 8.8 Administrative Agent in Its Individual Capacity

52

Section 8.9 Successor Administrative Agent

53

ARTICLE IX MISCELLANEOUS

53

Section 9.1 Amendments and Waivers

53

Section 9.2 Notices

55

Section 9.3 No Waiver; Cumulative Remedies

55

Section 9.4 Survival of Representations and Warranties

55

Section 9.5 Payment of Expenses and Taxes

56

Section 9.6 Successors and Assigns; Participations; Purchasing Lenders

56

Section 9.7 Adjustments; Set-off

59

Section 9.8 Table of Contents and Section Headings

60

Section 9.9 Counterparts

60

Section 9.10 Effectiveness

60

Section 9.11 Severability

61

Section 9.12 Integration

61

Section 9.13 Governing Law

61

Section 9.14 Consent to Jurisdiction and Service of Process

61

Section 9.15 Arbitration.

62

Section 9.16 Waivers of Jury Trial

64

Schedule 1.1(a)

Account Designation Letter

Schedule 1.1(b)

Existing Letters of Credit

Schedule 2.1(a)

Lenders and Commitments

Schedule 2.1(b)(i)

Form of Notice of Borrowing

Schedule 2.1(d)

Form of Revolving Note

Schedule 2.9

Form of Notice of Conversion/Extension

Schedule 2.16

Section 2.16 Certificate

Schedule 3.1(e)

Tax Matters

Schedule 9.2

Lenders’ Lending Offices

Schedule 9.6(c)

Form of Commitment Transfer Supplement

Consolidated Leverage Ratio

Applicable
Margin for
LIBOR Market Index Rate Loans,
LIBOR Rate Loans
and Standby Letter
of Credit Fees

Applicable
Margin for
Trade
Letter of
Credit Fees

Applicable
Margin for
Alternate Base
Rate Loans

Applicable
Margin for
Commitment
Fee

> 3.75

1.250

%

0.625

%

0.00

%

0.200

%

> 3.25 but < 3.75

1.000

%

0.500

%

0.00

%

0.150

%

> 2.75 but < 3.25

0.750

%

0.375

%

0.00

%

0.120

%

> 2.25 but < 2.75

0.625

%

0.3125

%

0.00

%

0.090

%

< 2.25

0.500

%

0.250

%

0.00

%

0.070

%

          (i)           initially, the period commencing on the Borrowing Date or conversion date, as the case may be, with respect to such LIBOR Rate Loan and ending one, two, three or six months thereafter, as selected by the Borrower in the Notice of Borrowing or Notice of Conversion given with respect thereto; and

          (ii)           thereafter, each period commencing on the last day of the immediately preceding Interest Period applicable to such LIBOR Rate Loan and ending one, two, three or six months thereafter, as selected by the Borrower by irrevocable notice to the Administrative Agent not less than three Business Days prior to the last day of the then current Interest Period with respect thereto;

          provided that the foregoing provisions are subject to the following:

          (A)           if any Interest Period pertaining to a LIBOR Rate Loan would otherwise end on a day that is not a Business Day, such Interest Period shall be extended to the next succeeding Business Day unless the result of such extension would be to carry such Interest Period into another calendar month in which event such Interest Period shall end on the immediately preceding Business Day;

          (B)           any Interest Period pertaining to a LIBOR Rate Loan that begins on the last Business Day of a calendar month (or on a day for which there is no numerically corresponding day in the calendar month at the end of such Interest Period) shall end on the last Business Day of the relevant calendar month;

          (C)           if the Borrower shall fail to give notice as provided above, the Borrower shall be deemed to have selected a LIBOR Market Index Rate Loan to replace the affected LIBOR Rate Loan;

          (D)           no Interest Period shall extend beyond the Termination Date; and

          (E)           no more than six (6)LIBOR Rate Loans may be in effect at any time.  For purposes hereof, LIBOR Rate Loans with different Interest Periods shall be considered as separate LIBOR Rate Loans, even if they shall begin on the same date and have the same duration, although borrowings, extensions and conversions may, in accordance with the provisions hereof, be combined at the end of existing Interest Periods to constitute a new LIBOR Rate Loan with a single Interest Period.

LIBOR Rate =

LIBOR

1.00 - Eurodollar Reserve Percentage

          (a)        Unless otherwise specified therein, all capitalized terms defined in this Agreement shall have the defined meanings when used in the Revolving Notes or other Credit Documents or any certificate or other document made or delivered pursuant hereto.

          (b)        The words “hereof”, “herein” and “hereunder” and words of similar import when used in this Agreement shall refer to this Agreement as a whole and not to any particular provision of this Agreement, and Section, subsection, Schedule and Exhibit references are to this Agreement unless otherwise specified.

          (c)        The meanings given to terms defined herein shall be equally applicable to both the singular and plural forms of such terms.

Section 1.3     Accounting Terms.

The Borrower shall deliver to the Administrative Agent and each Lender at the same time as the delivery of any annual or quarterly financial statements given in accordance with the provisions of Section 5.1, unless disclosed in such financial statements, (i) a description in reasonable detail of any change in the application of accounting principles employed in the preparation of such financial statements from those applied in the most recently preceding quarterly or annual financial statements as to which no objection shall have been made in accordance with the provisions above but which change in application of accounting principles would have a material effect on the financial position of the Borrower and (ii) if material, a reasonable estimate of the effect on the financial statements on account of such changes in application.

Section 2.1     Revolving Loans.

          (a)         Revolving Commitment.  During the Commitment Period, subject to the terms and conditions hereof, each Lender severally agrees to make revolving credit loans (“Revolving Loans”) to the Borrower from time to time for the purposes hereinafter set forth; provided, however, that (i) with regard to each Lender individually, the sum of such Lender’s outstanding Revolving Loans plus such Lender’s LOC Commitment Percentage of LOC Obligations shall not exceed such Lender’s Revolving Commitment Percentage of the Revolving Committed Amount and (ii) with regard to the Lenders collectively, the sum of the aggregate amount of outstanding Revolving Loans plus LOC Obligations shall not exceed the Revolving Committed Amount.  For purposes hereof, the aggregate principal amount of Revolving Loans plus LOC Obligations that may be outstanding at any time under this Section 2.1(a) shall not exceed THREE HUNDRED FIFTY MILLION DOLLARS ($350,000,000) (as such aggregate maximum amount may be increased or reduced from time to time as provided in Section 2.4 or 2.21, the “Revolving Committed Amount”).  Revolving Loans may consist of Alternate Base Rate Loans, LIBOR Rate Loans or LIBOR Market Index Rate Loans, or a combination thereof, as the Borrower may request, and may be repaid and reborrowed in accordance with the provisions hereof.  LIBOR Rate Loans shall be made by each Lender at its LIBOR Lending Office and Alternate Base Rate Loans and LIBOR Market Index Rate Loans at its Domestic Lending Office.

          (b)     Revolving Loan Borrowings.

          (i)          Notice of Borrowing.  The Borrower shall request a Revolving Loan borrowing by written notice (or telephone notice promptly confirmed in writing which confirmation may be by fax) to the Administrative Agent not later than 1:00 P.M. (Charlotte, North Carolina time) on the date of requested borrowing in the case of Alternate Base Rate Loans and LIBOR Market Index Rate Loans, and on the third Business Day prior to the date of the requested borrowing in the case of LIBOR Rate Loans.  Each such request for borrowing shall be irrevocable and shall specify (A) that a Revolving Loan is requested, (B) the date of the requested borrowing (which shall be a Business Day), (C) the aggregate principal amount to be borrowed, (D) whether the borrowing shall be

comprised of Alternate Base Rate Loans, LIBOR Rate Loans or LIBOR Market Index Rate Loans or a combination thereof, and if LIBOR Rate Loans are requested, the Interest Period(s) therefor.  A form of Notice of Borrowing (a “Notice of Borrowing”) is attached as Schedule 2.1(b)(i).  If the Borrower shall fail to specify in any such Notice of Borrowing (I) an applicable Interest Period in the case of a LIBOR Rate Loan, then such notice shall be deemed to be a request for an Interest Period of one month, or (II) the type of Revolving Loan requested, then such notice shall be deemed to be a request for a LIBOR Market Index Rate Loan hereunder.  The Administrative Agent shall give notice to each Lender promptly upon receipt of each Notice of Borrowing, the contents thereof and each such Lender’s share thereof.  LIBOR Rate Loans shall not be available hereunder until three (3) Business Days after the Closing Date.

          (ii)          Advances.  Each Lender will make its Revolving Commitment Percentage of each Revolving Loan borrowing available to the Administrative Agent for the account of the Borrower at the office of the Administrative Agent specified in Schedule 9.2, or at such other office as the Administrative Agent may designate in writing, by 2:00 P.M. (Charlotte, North Carolina time) on the date specified in the applicable Notice of Borrowing in Dollars and in funds immediately available to the Administrative Agent.  Such borrowing will then be made available to the Borrower by the Administrative Agent by crediting the account of the Borrower on the books of such office with the aggregate of the amounts made available to the Administrative Agent by the Lenders and in like funds as received by the Administrative Agent.

          (c)       Repayment.  The principal amount of all Revolving Loans shall be due and payable in full on the Termination Date.

          (d)        Revolving Notes.  Each Lender’s Revolving Commitment Percentage of the Revolving Loans shall be evidenced by a duly executed promissory note of the Borrower to such Lender in substantially the form of Schedule 2.1(d).

Section 2.2    Letter of Credit Subfacility.

          (a)        Issuance.  In reliance upon the other Lenders’ obligation to participate therein, and subject to the terms and conditions hereof and of the LOC Documents, if any, and any other terms and conditions which the applicable Issuing Lender may reasonably require, during the Commitment Period the applicable Issuing Lender shall issue, and the Lenders shall participate in, Letters of Credit for the account of the Borrower from time to time upon request in a form acceptable to the applicable Issuing Lender; provided, however, that (i) the aggregate amount of LOC Obligations shall not at any time exceed the lesser of (A) ONE HUNDRED MILLION DOLLARS ($100,000,000) and (B) the Revolving Committed Amount (the “LOC Committed Amount”), (ii) the sum of the aggregate outstanding principal amount of Revolving Loans plus LOC Obligations shall not at any time exceed the Revolving Committed Amount, (iii) all Letters of Credit shall be denominated in Dollars and (iv) Letters of

Credit shall be issued for lawful corporate purposes and may be issued as standby letters of credit, including, without limitation, in connection with workers’ compensation and other insurance programs, and trade letters of credit.  Except as otherwise expressly agreed upon by the applicable Issuing Lender and the Administrative Agent, no Letter of Credit shall have an original expiry date beyond the Termination Date; provided, however, the expiry date of Letters of Credit may be extended from time to time by operation of the terms of the applicable Letter of Credit, and so long as no Default or Event of Default has occurred and is continuing and subject to the other terms and conditions to the issuance of Letters of Credit hereunder, the expiry dates of Letters of Credit may be extended periodically from time to time on the request of the Borrower; provided, further, that no Letter of Credit, as originally issued or as extended, shall have an expiry date extending beyond the Termination Date unless the Borrower shall have established a cash collateral account in favor of the Agent for the benefit of the Lenders and deposited therein cash and cash equivalents satisfactory to the Administrative Agent in a sufficient amount to adequately secure the LOC Obligations which extend beyond the Termination Date.  Each Letter of Credit shall comply with the related LOC Documents.  The issuance and expiry date of each Letter of Credit shall be a Business Day.  Any Letters of Credit issued hereunder shall be in a minimum original face amount of $50,000.

          (b)     Notice and Reports.  The request for the issuance of a Letter of Credit shall be submitted to the applicable Issuing Lender at least five (5) Business Days prior to the requested date of issuance.  Each Issuing Lender will promptly upon request provide to the Administrative Agent for dissemination to the Lenders a detailed report specifying the Letters of Credit issued by such Issuing Lender which are then issued and outstanding and any activity with respect thereto which may have occurred since the date of any prior report, and including therein, among other things, the account party, the beneficiary, the face amount, expiry date as well as any payments or expirations which may have occurred.  Each Issuing Lender will further provide to the Administrative Agent promptly upon request copies of the Letters of Credit issued by such Issuing Lender.  Each Issuing Lender will provide to the Administrative Agent promptly upon request a summary report of the nature and extent of LOC Obligations of such Issuing Lender then outstanding.

          (c)     Participations.  Each Lender upon issuance of a Letter of Credit shall be deemed to have purchased without recourse a risk participation from the applicable Issuing Lender in such Letter of Credit and the obligations arising thereunder and any collateral relating thereto, in each case in an amount equal to its LOC Commitment Percentage of the obligations under such Letter of Credit and shall absolutely, unconditionally and irrevocably assume, as primary obligor and not as surety, and be obligated to pay to the applicable Issuing Lender therefor and discharge when due, its LOC Commitment Percentage of the obligations arising under such Letter of Credit.  Without limiting the scope and nature of each Lender’s participation in any Letter of Credit, to the extent that an Issuing Lender has not been reimbursed as required hereunder or under any LOC Document, each such Lender shall pay to such Issuing Lender its LOC Commitment Percentage of such unreimbursed drawing in same day funds on the day of notification by such Issuing Lender of an unreimbursed drawing

pursuant to the provisions of subsection (d) below if such notice is received at or before 2:00 P.M. (Charlotte, North Carolina time), otherwise such payment shall be made at or before 12:00 Noon (Charlotte, North Carolina time) on the Business Day next succeeding the day such notice is received.  The obligation of each Lender to so reimburse the applicable Issuing Lender shall be absolute and unconditional and shall not be affected by the occurrence of a Default, an Event of Default or any other occurrence or event.  Any such reimbursement shall not relieve or otherwise impair the obligation of the Borrower to reimburse the applicable Issuing Lender under any Letter of Credit, together with interest as hereinafter provided.

          (d)     Reimbursement.  In the event of any drawing under any Letter of Credit, the applicable Issuing Lender will promptly notify the Borrower and the Administrative Agent.  The Borrower shall reimburse the applicable Issuing Lender on the day of drawing under any Letter of Credit (with the proceeds of a Revolving Loan obtained hereunder or otherwise) in same day funds as provided herein or in the LOC Documents.  If the Borrower shall fail to reimburse the applicable Issuing Lender as provided herein, the unreimbursed amount of such drawing shall bear interest at a per annum rate equal to the LIBOR Market Index Rate plus the Applicable Percentage.  Unless the Borrower shall immediately notify the applicable Issuing Lender and the Administrative Agent of its intent to otherwise reimburse the applicable Issuing Lender, the Borrower shall be deemed to have requested a Revolving Loan in the amount of the drawing as provided in subsection (e) below, the proceeds of which will be used to satisfy the reimbursement obligations.  The Borrower’s reimbursement obligations hereunder shall be absolute and unconditional under all circumstances irrespective of any rights of set-off, counterclaim or defense to payment the Borrower may claim or have against the applicable Issuing Lender, the Administrative Agent, the Lenders, the beneficiary of the Letter of Credit drawn upon or any other Person, including without limitation any defense based on any failure of the Borrower to receive consideration or the legality, validity, regularity or unenforceability of the Letter of Credit.  The applicable Issuing Lender will promptly notify the other Lenders of the amount of any unreimbursed drawing and each Lender shall promptly pay to the Administrative Agent for the account of the applicable Issuing Lender in Dollars and in immediately available funds, the amount of such Lender’s LOC Commitment Percentage of such unreimbursed drawing.  Such payment shall be made on the day such notice is received by such Lender from the applicable Issuing Lender if such notice is received at or before 2:00 P.M. (Charlotte, North Carolina time), otherwise such payment shall be made at or before 12:00 Noon (Charlotte, North Carolina time) on the Business Day next succeeding the day such notice is received.  If such Lender does not pay such amount to the applicable Issuing Lender in full upon such request, such Lender shall, on demand, pay to the Administrative Agent for the account of the applicable Issuing Lender interest on the unpaid amount during the period from the date of such drawing until such Lender pays such amount to the applicable Issuing Lender in full at a rate per annum equal to, if paid within two (2) Business Days of the date of drawing, the Federal Funds Effective Rate and thereafter at a rate equal to the Alternate Base Rate.  Each Lender’s obligation to make such payment to the applicable Issuing Lender, and the right of the applicable Issuing Lender to receive the same, shall be absolute and unconditional, shall not be affected by any circumstance whatsoever and without regard to the termination of this Agreement or the Commitments hereunder, the existence of a Default or Event of Default or the acceleration of the Obligations hereunder and shall be made without any offset, abatement, withholding or reduction whatsoever.

          (e)     Repayment with Revolving Loans.  On any day on which the Borrower shall have requested, or been deemed to have requested a Revolving Loan to reimburse a drawing under a Letter of Credit, the Administrative Agent shall give notice to the Lenders that a Revolving Loan has been requested or deemed requested in connection with a drawing under a Letter of Credit, in which case a Revolving Loan borrowing comprised entirely of LIBOR Market Index Rate Loans (each such borrowing, a “Mandatory Borrowing”) shall be immediately made (without giving effect to any termination of the Commitments pursuant to Section 7.2) pro rata based on each Lender’s respective Revolving Commitment Percentage (determined before giving effect to any termination of the Commitments pursuant to Section 7.2) and the proceeds thereof shall be paid directly to the applicable Issuing Lender for application to the respective LOC Obligations.  Each Lender hereby irrevocably agrees to make such Revolving Loans immediately upon any such request or deemed request on account of each Mandatory Borrowing in the amount and in the manner specified in the preceding sentence and on the same such date notwithstanding (i) the amount of Mandatory Borrowing may not comply with the minimum amount for borrowings of Revolving Loans otherwise required hereunder, (ii) whether any conditions specified in Section 4.2 are then satisfied, (iii) whether a Default or an Event of Default then exists, (iv) failure for any such request or deemed request for Revolving Loan to be made by the time otherwise required in Section 2.1(b), (v) the date of such Mandatory Borrowing, or (vi) any reduction in the Revolving Committed Amount after any such Letter of Credit may have been drawn upon.  In the event that any Mandatory Borrowing cannot for any reason be made on the date otherwise required above (including, without limitation, as a result of the commencement of a proceeding under the Bankruptcy Code with respect to the Borrower), then each such Lender hereby agrees that it shall forthwith fund (as of the date the Mandatory Borrowing would otherwise have occurred, but adjusted for any payments received from the Borrower on or after such date and prior to such purchase) its Participation Interests in the outstanding LOC Obligations; provided, further, that in the event any Lender shall fail to fund its Participation Interest on the day the Mandatory Borrowing would otherwise have occurred, then the amount of such Lender’s unfunded Participation Interest therein shall bear interest payable to the applicable Issuing Lender upon demand, at the rate equal to, if paid within two (2) Business Days of such date, the Federal Funds Effective Rate, and thereafter at a rate equal to the Alternate Base Rate.

          (f)     Designation of Subsidiaries as Account Parties.  Notwithstanding anything to the contrary set forth in this Agreement, including without limitation Section 2.2(a), a Letter of Credit issued hereunder may contain a statement to the effect that such Letter of Credit is issued for the account of a Subsidiary, provided that notwithstanding such statement, the Borrower shall be the actual account party for all purposes of this Agreement for such Letter of Credit and such statement shall not affect the Borrower’s reimbursement obligations hereunder with respect to such Letter of Credit.

          (g)     Modification, Extension.  The issuance of any supplement, modification, amendment, renewal, or extension to any Letter of Credit shall, for purposes hereof, be treated in all respects the same as the issuance of a new Letter of Credit hereunder.

          (h)     Uniform Customs and Practices/International Standby Practices 1998.  The applicable Issuing Lender shall have the Letters of Credit be subject to The Uniform Customs and Practice for Documentary Credits (the “UCP”) or the International Standby Practices 1998 (the “ISP98”), in either case as published as of the date of issue by the International Chamber of Commerce, in which case the UCP or ISP98, as applicable, may be incorporated therein and deemed in all respects to be a part thereof.

Section 2.3     Fees.

          (a)     Commitment Fee. The Borrower will pay to each Lender a commitment fee (the “Commitment Fee”) equal in amount to the product of the Applicable Margin with respect to the Commitment Fee multiplied by the average daily amount by which each Lender’s Revolving Committed Amount exceeds the average daily principal amount outstanding under such Lender’s Revolving Note for the fiscal quarter (or portion thereof) then ended, payable in arrears on the last day of each March, June, September and December and on the applicable Termination Date.

          (b)     Letter of Credit Fees. In consideration of issuance of standby Letters of Credit hereunder, the Borrower agrees to pay to the applicable Issuing Lender (i) a fee (the “Standby Letter of Credit Fee”) on such Lender’s Revolving Commitment Percentage of the average daily maximum amount available to be drawn under each such standby Letter of Credit computed at a per annum rate for each day from the date of issuance to the date of expiration equal to the Applicable Percentage and (ii) a fee (the “Trade Letter of Credit Fee”) on such Lender’s Revolving Commitment Percentage of the average daily maximum amount available to be drawn under each such trade Letter of Credit computed at a per annum rate for each day from the date of issuance to the date of expiration equal to the Applicable Percentage.  In addition to such Standby Letter of Credit Fee and such Trade Letter of Credit Fee, the Borrower agrees to pay to the Issuing Lender, for its own account without sharing by the other Lenders, an additional fronting fee of 0.125% per annum on the average daily maximum amount available to be drawn under each such Letter of Credit issued by it.  The applicable Issuing Lender shall promptly pay over to the Administrative Agent for the ratable benefit of the Lenders (including the applicable Issuing Lender) the Standby Letter of Credit Fee and the Trade Letter of Credit Fee.  The Standby Letter of Credit Fee, the Trade Letter of Credit Fee and the fronting fees for Letters of Credit shall be payable quarterly in arrears on the 15th day following the last day of each calendar quarter for the prior calendar quarter.

          (c)     Issuing Lender Fees.  In addition to the Standby Letter of Credit Fees and Trade Letter of Credit Fees payable pursuant to subsection (b) above, the Borrower shall pay to the applicable Issuing Lender for its own account without sharing by the other Lenders the reasonable and customary charges from time to time of the applicable Issuing Lender with respect to the amendment, transfer, administration, cancellation and conversion of, and drawings under, such Letters of Credit (collectively, the “Issuing Lender Fees”).

          (d)     Administrative Fee.  The Borrower agrees to pay to the Administrative Agent the annual administrative fee as described in the Fee Letter.

Section 2.4     Reduction of the Revolving Commitments.

          (a)     Voluntary Reductions.  The Borrower shall have the right to terminate or permanently reduce the Revolving Committed Amount at any time or from time to time upon not less than five Business Days’ prior notice to the Administrative Agent (which shall notify the Lenders thereof as soon as practicable) of each such termination or reduction, which notice shall specify the effective date thereof and the amount of any such reduction which shall be in a minimum amount of $5,000,000 or a whole multiple of $1,000,000 in excess thereof and shall be irrevocable and effective upon receipt by the Administrative Agent, provided that no such reduction or termination shall be permitted if after giving effect thereto, and to any prepayments of the Revolving Loans made on the effective date thereof, the sum of the then outstanding aggregate principal amount of the Revolving Loans would exceed the Revolving Committed Amount after such proposed reduction.

          (b)     Termination Date.  The Revolving Commitments and the LOC Commitments shall automatically terminate on the Termination Date.

Section 2.5     Minimum Borrowing Amounts and Principal Amounts of Tranches.

          (a)     Each Alternate Base Rate Loan borrowing shall be in a minimum amount of $250,000 and whole multiples of $100,000 in excess thereof.

          (b)     Each LIBOR Rate Loan borrowing and each LIBOR Market Index Rate Loan borrowed shall be in a minimum amount of $500,000 and whole multiples of $100,000 in excess thereof.

          (c)     All borrowings, payments and prepayments in respect of Revolving Loans shall be in such amounts and be made pursuant to such elections so that after giving effect thereto the aggregate principal amount of the Revolving Loans comprising any LIBOR Rate Loan shall either be zero or shall not be less than $500,000 or a whole multiple of $100,000 in excess thereof.

Section 2.6     Prepayments.

          (a)     Optional Prepayments.  The Borrower shall have the right to prepay Revolving Loans in whole or in part from time to time; provided, however, that (i) each partial prepayment of Alternate Base Rate Loans shall be in a minimum principal amount of $1,000,000 and integral multiples of $100,000 in excess thereof and (ii) each partial

prepayment of LIBOR Rate Loans and LIBOR Market Index Rate Loans shall be in a minimum principal amount of $1,000,000 and integral multiples of $100,000 in excess thereof.  The Borrower shall give irrevocable written notice (or telephone notice promptly confirmed in writing which confirmation may be by fax) to the Administrative Agent (which shall notify the Lenders thereof as soon as practicable) not later than 1:00 P.M. (Charlotte, North Carolina time) on the date of the requested prepayment in the case of Alternate Base Rate Loans or LIBOR Market Index Rate Loans, and on the third Business Day prior to the date of the requested prepayment in the case of LIBOR Rate Loans.  Subject to the foregoing terms, amounts prepaid under this Section 2.6(a) shall be applied as the Borrower may elect.  Except to the extent otherwise specified by the Borrower, prepayments shall be applied first to Alternate Base Rate Loans, second to LIBOR Market Index Rate Loans and then to LIBOR Rate Loans in direct order of Interest Period maturities.  All prepayments under this Section 2.6(a) shall be subject to Section 2.15, but otherwise without premium or penalty. Interest on the principal amount prepaid accrued to the date of such prepayment shall be payable on the next occurring Interest Payment Date that would have occurred had such loan not been prepaid or, in the case of LIBOR Rate Loans at the request of the Administrative Agent, interest on the principal amount prepaid shall be payable on any date that a prepayment is made hereunder to the date of prepayment.  Amounts prepaid on the Revolving Loans may be reborrowed in accordance with the terms hereof.

          (b)     Mandatory Prepayments.  If at any time after the Closing Date, the sum of the aggregate principal amount of outstanding Revolving Loans plus LOC Obligations shall exceed the Revolving Committed Amount, the Borrower immediately shall prepay the Revolving Loans and (after the Revolving Loans have been repaid) cash collateralize the LOC Obligations, in an amount sufficient to eliminate such excess.  Such prepayments shall be applied first to Alternate Base Rate Loans, second to LIBOR Market Index Rate Loans and then to LIBOR Rate Loans in direct order of Interest Period maturities.  All prepayments under this Section 2.6(b) shall be subject to Section 2.15 and be accompanied by interest on the principal amount prepaid to the date of prepayment.  Amounts prepaid on Revolving Loans may be reborrowed in accordance with the terms hereof.

Section 2.7     Interest Payments; Default Interest; Interest Payment Dates.

          (a)     Interest Payments.  Subject to the provisions of Section 2.7(b), all Revolving Loans shall bear interest as follows:

         (i)     Alternate Base Rate Loans.  During such periods as Revolving Loans shall be comprised of Alternate Base Rate Loans, each such Alternate Base Rate Loan shall bear interest at a per annum rate equal to the sum of the Alternate Base Rate plus the Applicable Margin;

         (ii)     LIBOR Market Index Rate Loans.  During such periods as Revolving Loans shall be comprised of LIBOR Market Index Rate Loans, each such LIBOR Market Index Rate Loan shall bear interest at a per annum rate equal to the sum of the LIBOR Market Index Rate plus the Applicable Margin; and

         (iii)     LIBOR Rate Loans.  During such periods as Revolving Loans shall be comprised of LIBOR Rate Loans, each such LIBOR Rate Loan shall bear interest at a per annum rate equal to the sum of the LIBOR Rate plus the Applicable Margin.

          (b)     Default Interest.  Upon the occurrence, and during the continuance, of a Default or an Event of Default, the principal of and, to the extent permitted by law, interest on the Revolving Loans and any other amounts owing hereunder or under the other Credit Documents shall (at the option of the Required Lenders) bear interest, payable on demand, at a per annum rate 2% greater than the applicable rate then in effect or, if no rate is then in effect, at a per annum rate 2% greater than the Alternate Base Rate.  Upon and during the continuance of an Event of Default, all LIBOR Market Index Rate Loans and LIBOR Rate Loans shall be automatically converted to Alternate Base Rate Loans, to take effect immediately in the case of LIBOR Market Index Rate Loans and in the case of LIBOR Rate Loans, on the last day of the applicable Interest Period for any such LIBOR Rate Loans.

          (c)     Interest Payment Date.  Interest on Revolving Loans shall be payable in arrears on each Interest Payment Date, subject to Section 2.10.

Section 2.8     Computation of Interest and Fees.

          (a)     Interest payable hereunder with respect to Alternate Base Rate Loans based on the Prime Rate shall be calculated on the basis of a year of 365 days (or 366 days, as applicable) for the actual days elapsed.  All other interest and fees and all other interest amounts payable hereunder shall be calculated on the basis of a 360 day year for the actual days elapsed.  The Administrative Agent shall as soon as practicable notify the Borrower and the Lenders of each determination of a LIBOR Rate on the Business Day of the determination thereof.  Any change in the interest rate on a Revolving Loan resulting from a change in the Alternate Base Rate shall become effective as of the opening of business on the day on which such change in the Alternate Base Rate shall become effective.  Any change in the interest rate on an LIBOR Market Index Rate Loan resulting from a change in the LIBOR Market Index Rate shall become effective as of the opening of business on the day on which such change in the LIBOR Market Index Rate shall become effective.  The Administrative Agent shall as soon as practicable notify the Borrower and the Lenders of the effective date and the amount of each such change.

          (b)     Each determination of an interest rate by the Administrative Agent pursuant to any provision of this Agreement shall be conclusive and binding on the Borrower and the Lenders in the absence of manifest error.  The Administrative Agent shall, at the request of the Borrower, deliver to the Borrower a statement showing the computations used by the Administrative Agent in determining any interest rate.

          (c)     It is the intent of the Lenders and the Borrower to conform to and contract in strict compliance with applicable usury law from time to time in effect.  All agreements between the Lenders and the Borrower are hereby limited by the provisions of this paragraph which shall override and control all such agreements, whether now existing or hereafter arising and whether written or oral.  In no way, nor in any event or contingency (including but not limited to prepayment or acceleration of the maturity of any obligation), shall the interest taken, reserved, contracted for, charged, or received under this Credit Agreement, under the Revolving Notes or otherwise, exceed the maximum nonusurious amount permissible under applicable law.  If, from any possible construction of any of the Credit Documents or any other document, interest would otherwise be payable in excess of the maximum nonusurious amount, any such construction shall be subject to the provisions of this paragraph and such interest shall be automatically reduced to the maximum nonusurious amount permitted under applicable law, without the necessity of execution of any amendment or new document.  If any Lender shall ever receive anything of value which is characterized as interest on the Revolving Loans under applicable law and which would, apart from this provision, be in excess of the maximum nonusurious amount, an amount equal to the amount which would have been excessive interest shall, without penalty, be applied to the reduction of the principal amount owing on the Revolving Loans and not to the payment of interest, or refunded to the Borrower or the other payor thereof if and to the extent such amount which would have been excessive exceeds such unpaid principal amount of the Revolving Loans.  The right to demand payment of the Revolving Loans or any other Indebtedness evidenced by any of the Credit Documents does not include the right to receive any interest which has not otherwise accrued on the date of such demand, and the Lenders do not intend to charge or receive any unearned interest in the event of such demand.  All interest paid or agreed to be paid to the Lenders with respect to the Revolving Loans shall, to the extent permitted by applicable law, be amortized, prorated, allocated, and spread throughout the full stated term (including any renewal or extension) of the Revolving Loans so that the amount of interest on account of such indebtedness does not exceed the maximum nonusurious amount permitted by applicable law.

Section 2.9     Conversion Options.

          (a)     The Borrower may elect from time to time to convert Alternate Base Rate Loans or LIBOR Market Index Rate Loans to LIBOR Rate Loans by giving irrevocable written notice (or telephone notice promptly confirmed in writing which confirmation may be by fax) to the Administrative Agent not later than 1:00 P.M. (Charlotte, North Carolina time) on the third Business Day prior to the date of the requested conversion.  A form of Notice of Conversion/ Extension is attached as Schedule 2.9.  If the date upon which an Alternate Base Rate Loan or LIBOR Market Index Rate Loan is to be converted to a LIBOR Rate Loan is not a Business Day, then such conversion shall be made on the next succeeding Business Day and during the period from such last day of an Interest Period to such succeeding Business Day such Revolving Loan shall bear interest as if it were an Alternate Base Rate Loan or LIBOR Market Index Rate Loan, as applicable.  All or any part of outstanding Alternate Base Rate Loans or LIBOR Market Index Rate Loans may be converted as provided herein, provided that (i) at the Administrative

Agent’s discretion, no Revolving Loan may be converted into a LIBOR Rate Loan when any Default or Event of Default has occurred and is continuing and (ii) partial conversions shall be in an aggregate principal amount of $500,000 or a whole multiple of $100,000 in excess thereof.

          (b)     The Borrower may elect from time to time to convert Alternate Base Rate Loans to LIBOR Market Index Rate Loans and LIBOR Market Index Rate Loans to Alternate Base Rate Loans by giving irrevocable written notice (or telephone notice promptly confirmed in writing which confirmation may be by fax) to the Administrative Agent not later than 1:00 P.M. (Charlotte, North Carolina time) on the date of the requested conversion provided that partial conversions to Alternate Base Rate Loans shall be in an aggregate principal amount of $250,000 or a whole multiple of $100,000 in excess thereof and partial conversions to LIBOR Market Index Rate Loans shall be in an aggregate principal amount of $500,000 or a whole multiple of $100,000 in excess thereof.  If the date upon which an Alternate Base Rate Loan is to be converted to a LIBOR Market Index Rate Loan or a LIBOR Market Index Rate Loan is to be converted to an Alternate Base Rate Loan is not a Business Day, then such conversion shall be made on the next succeeding Business Day.

          (c)     The Borrower may elect from time to time to convert LIBOR Rate Loans to LIBOR Market Index Rate Loans or Alternate Base Rate Loans by giving irrevocable written notice (or telephone notice promptly confirmed in writing which confirmation may be by fax) to the Administrative Agent not later than 1:00 P.M. (Charlotte, North Carolina time) on the date of the requested conversion provided that (i) partial conversions to Alternate Base Rate Loans shall be in an aggregate principal amount of $250,000 or a whole multiple of $100,000 in excess thereof and partial conversions to LIBOR Market Index Rate Loans shall be in an aggregate principal amount of $500,000 or a whole multiple of $100,000 in excess thereof and (ii) the Borrower pays the Lenders all amounts required by Section 2.15 hereof in connection with such conversion.  If the date upon which a LIBOR Rate Loan is to be converted to a LIBOR Market Index Rate Loan or an Alternate Base Rate Loan is not a Business Day, then such conversion shall be made on the next succeeding Business Day.

          (d)     Any LIBOR Rate Loans may be continued as such upon the expiration of an Interest Period with respect thereto by compliance by the Borrower with the notice provisions contained in Section 2.9(a); provided, that, at the Administrative Agent’s discretion, no LIBOR Rate Loan may be continued as such when any Default or Event of Default has occurred and is continuing, in which case such Revolving Loan shall be automatically converted to a LIBOR Market Index Rate Loan at the end of the applicable Interest Period with respect thereto.  If the Borrower shall fail to give timely notice of an election to continue a LIBOR Rate Loan, or the continuation of LIBOR Rate Loans is not permitted hereunder, such LIBOR Rate Loans shall be automatically converted to LIBOR Market Index Rate Loans at the end of the applicable Index Period with respect thereto.

Section 2.10     Pro Rata Treatment and Payments.

Section 2.11     Non-Receipt of Funds by the Administrative Agent.

          (a)     Unless the Administrative Agent shall have been notified in writing by a Lender prior to the date a Revolving Loan is to be made by such Lender (which notice shall be effective upon receipt) that such Lender does not intend to make the proceeds of such Revolving Loan available to the Administrative Agent, the Administrative Agent may assume that such Lender has made such proceeds available to the Administrative Agent on such date, and the Administrative Agent may in reliance upon such assumption (but shall not be required to) make available to the Borrower a corresponding amount.  If such corresponding amount is not in fact made available to the Administrative Agent, the Administrative Agent shall be able to recover such corresponding amount from such

Lender.  If such Lender does not pay such corresponding amount forthwith upon the Administrative Agent’s demand therefor, the Administrative Agent will promptly notify the Borrower, and the Borrower shall immediately pay such corresponding amount to the Administrative Agent.  The Administrative Agent shall also be entitled to recover from the Lender or the Borrower, as the case may be, interest on such corresponding amount in respect of each day from the date such corresponding amount was made available by the Administrative Agent to the Borrower to the date such corresponding amount is recovered by the Administrative Agent at a per annum rate equal to (i) from the Borrower at the applicable rate for the applicable borrowing pursuant to the Notice of Borrowing and (ii) from a Lender at the Federal Funds Effective Rate.

          (b)     Unless the Administrative Agent shall have been notified in writing by the Borrower, prior to the date on which any payment is due from it hereunder (which notice shall be effective upon receipt) that the Borrower does not intend to make such payment, the Administrative Agent may assume that the Borrower has made such payment when due, and the Administrative Agent may in reliance upon such assumption (but shall not be required to) make available to each Lender on such payment date an amount equal to the portion of such assumed payment to which such Lender is entitled hereunder, and if the Borrower has not in fact made such payment to the Administrative Agent, such Lender shall, on demand, repay to the Administrative Agent the amount made available to such Lender.  If such amount is repaid to the Administrative Agent on a date after the date such amount was made available to such Lender, such Lender shall pay to the Administrative Agent on demand interest on such amount in respect of each day from the date such amount was made available by the Administrative Agent to such Lender to the date such amount is recovered by the Administrative Agent at a per annum rate equal to the Federal Funds Effective Rate.

          (c)     A certificate of the Administrative Agent submitted to the Borrower or any Lender with respect to any amount owing under this Section 2.11 shall be conclusive in the absence of manifest error.

Section 2.12     Inability to Determine Interest Rate.

Section 2.13     Illegality.

Section 2.14     Requirements of Law.

          (a)     If the adoption of or any change in any Requirement of Law or in the interpretation or application thereof or compliance by any Lender with any request or directive (whether or not having the force of law) from any central bank or other Governmental Authority made subsequent to the date hereof:

          (i)     shall subject such Lender to any tax of any kind whatsoever with respect to any Letter of Credit or any application relating thereto, any LIBOR Rate Loan made by it, or change the basis of taxation of payments to such Lender in respect thereof (except for changes in the rate of tax on the overall net income, profits or gross receipts of such Lender or in the rate of any franchise tax applicable to such Lender);

          (ii)     shall impose, modify or hold applicable any reserve, special deposit, compulsory loan or similar requirement against assets held by, deposits or other liabilities in or for the account of, advances, loans or other extensions of credit by, or any other acquisition of funds by, any office of such Lender which is not otherwise included in the determination of the LIBOR Rate hereunder; or

          (iii)     shall impose on such Lender any other condition;

and the result of any of the foregoing is to increase the cost to such Lender of making or maintaining LIBOR Rate Loans or to reduce any amount receivable hereunder or under any Revolving Note, in each case in connection with any LIBOR Rate Loans, then, in any such case, the Borrower shall promptly pay such Lender, upon its demand, any additional amounts necessary to compensate such Lender for such additional cost or reduced amount receivable which such Lender reasonably deems to be material as determined by such Lender with respect to its LIBOR Rate Loans.  A certificate as to any additional amounts payable pursuant to this Section submitted by such Lender, through the Administrative Agent, to the Borrower shall be conclusive in the absence of manifest error.  Each Lender agrees to use reasonable efforts (including reasonable efforts to change its Domestic Lending Office or LIBOR Lending Office, as the case may be) to avoid or to minimize any amounts which might otherwise be payable pursuant to this paragraph of this Section; provided, however, that such efforts shall not cause the imposition on such Lender of any additional costs or legal or regulatory burdens deemed by such Lender to be material.

          (b)     If any Lender shall have reasonably determined that the adoption of or any change in any Requirement of Law regarding capital adequacy or in the interpretation or application thereof or compliance by such Lender or any corporation controlling such Lender with any request or directive regarding capital adequacy (whether or not having the force of law) from any central bank or Governmental Authority made subsequent to the date hereof does or shall have the effect of reducing the rate of return on such Lender’s or such corporation’s capital as a consequence of its obligations hereunder to a level below that which such Lender or such corporation could have achieved but for such adoption, change or compliance (taking into consideration such Lender’s or such corporation’s policies with respect to capital adequacy) by an amount reasonably deemed by such Lender to be material, then from time to time, within fifteen (15) days after demand by such Lender, the Borrower shall pay to such Lender such additional amount as shall be certified by such Lender as being required to compensate it for such reduction.  Such a certificate as to any additional amounts payable under this Section submitted by a Lender (which certificate shall include a description of the basis for the computation), through the Administrative Agent, to the Borrower shall be conclusive absent manifest error.

          (c)     The agreements in this Section 2.14 shall survive the termination of this Agreement and payment of the Revolving Notes and all other amounts payable hereunder.

Section 2.16     Taxes.

           (a)          All payments made by the Borrower hereunder or under any Revolving Note will be, except as provided in Section 2.16(b), made free and clear of, and without deduction or withholding for, any present or future taxes, levies, imposts, duties, fees, assessments or other charges of whatever nature now or hereafter imposed by any Governmental Authority or by any political subdivision or taxing authority thereof or therein with respect to such payments (but excluding any tax imposed on or measured by the net income, profits or gross receipts of a Lender or any franchise tax) and all interest, penalties or similar liabilities with respect thereto (all such non-excluded taxes, levies, imposts, duties, fees, assessments or other charges being referred to collectively as “Taxes”).  If any Taxes are so levied or imposed, the Borrower agrees to pay the full amount of such Taxes, and such additional amounts as may be necessary so that every payment of all amounts due under this Agreement or under any Revolving Note, after withholding or deduction for or on account of any Taxes, will not be less than the amount provided for herein or in such Revolving Note.  The Borrower will furnish to the Administrative Agent as soon as practicable after the date the payment of any Taxes is due pursuant to applicable law certified copies (to the extent reasonably available and required by law) of tax receipts evidencing such payment by the Borrower.  The Borrower agrees to indemnify and hold harmless each Lender, and reimburse such Lender upon its written request, for the amount of any Taxes so levied or imposed and paid by such Lender but excluding any interest or penalties caused by such Lender’s failure to pay any such taxes when due.

           (b)           Each Lender that is not a United States person (as such term is defined in Section 7701(a)(30) of the Code) agrees to deliver to the Borrower and the Administrative Agent on or prior to the Closing Date, or in the case of a Lender that is an

assignee or transferee of an interest under this Agreement pursuant to Section 9.6(b) (unless the respective Lender was already a Lender hereunder immediately prior to such assignment or transfer), on the date of such assignment or transfer to such Lender, (i) if the Lender is a “bank” within the meaning of Section 881(c)(3)(A) of the Code, two accurate and complete original signed copies of Internal Revenue Service Form 4224 or 1001 (or successor forms) certifying such Lender’s entitlement to a complete exemption from United States withholding tax with respect to payments to be made under this Agreement and under any Revolving Note, or (ii) if the Lender is not a “bank” within the meaning of Section 881(c)(3)(A) of the Code, either Internal Revenue Service Form 1001 or 4224 as set forth in clause (i) above, or (x) a certificate substantially in the form of Schedule 2.16 (any such certificate, a “2.16 Certificate”) and (y) two accurate and complete original signed copies of Internal Revenue Service Form W-8 (or successor form) certifying such Lender’s entitlement to an exemption from United States withholding tax with respect to payments of interest to be made under this Agreement and under any Revolving Note.  In addition, each Lender agrees that it will deliver upon the Borrower’s request updated versions of the foregoing, as applicable, whenever the previous certification has become obsolete or inaccurate in any material respect, together with such other forms as may be required in order to confirm or establish the entitlement of such Lender to a continued exemption from or reduction in United States withholding tax with respect to payments under this Agreement and any Revolving Note.  Notwithstanding anything to the contrary contained in Section 2.16(a), but subject to the immediately succeeding sentence, (x) the Borrower shall be entitled, to the extent it is required to do so by law, to deduct or withhold Taxes imposed by the United States (or any political subdivision or taxing authority thereof or therein) from interest, fees or other amounts payable hereunder for the account of any Lender which is not a United States person (as such term is defined in Section 7701(a)(30) of the Code) for U.S. Federal income tax purposes to the extent that such Lender has not provided to the Borrower U.S. Internal Revenue Service Forms that establish a complete exemption from such deduction or withholding and (y) the Borrower shall not be obligated pursuant to Section 2.16(a) hereof to gross-up payments to be made to a Lender in respect of Taxes imposed by the United States if (I) such Lender has not provided to the Borrower the Internal Revenue Service Forms required to be provided to the Borrower pursuant to this Section 2.16(b) or (II) in the case of a payment, other than interest, to a Lender described in clause (ii) above, to the extent that such Forms do not establish a complete exemption from withholding of such Taxes.  Notwithstanding anything to the contrary contained in the preceding sentence or elsewhere in this Section 2.16, the Borrower agrees to pay additional amounts and to indemnify each Lender in the manner set forth in Section 2.16(a) (without regard to the identity of the jurisdiction requiring the deduction or withholding) in respect of any amounts deducted or withheld by it as described in the immediately preceding sentence as a result of any changes after the Closing Date in any applicable law, treaty, governmental rule, regulation, guideline or order, or in the interpretation thereof, relating to the deducting or withholding of Taxes.

           (c)           Each Lender agrees to use reasonable efforts (including reasonable efforts to change its Domestic Lending Office or LIBOR Lending Office, as the case may be) to avoid or to minimize any amounts which might otherwise be payable pursuant to this

Section; provided, however, that such efforts shall not cause the imposition on such Lender of any additional costs or legal or regulatory burdens deemed by such Lender in its sole discretion to be material.

           (d)           If the Borrower pays any additional amount pursuant to this Section 2.16 with respect to a Lender, such Lender shall use reasonable efforts to obtain a refund of tax or credit against its tax liabilities on account of such payment; provided that such Lender shall have no obligation to use such reasonable efforts if either (i) it is in an excess foreign tax credit position or (ii) it believes in good faith, in its sole discretion, that claiming a refund or credit would cause adverse tax consequences to it.  In the event that such Lender receives such a refund or credit, such Lender shall pay to the Borrower an amount that such Lender reasonably determines is equal to the net tax benefit obtained by such Lender as a result of such payment by the Borrower.  In the event that no refund or credit is obtained with respect to the Borrower’s payments to such Lender pursuant to this Section 2.16(d), then such Lender shall upon request provide a certification that such Lender has not received a refund or credit for such payments.  Nothing contained in this Section 2.16(d) shall require a Lender to disclose or detail the basis of its calculation of the amount of any tax benefit or any other amount or the basis of its determination referred to in the proviso to the first sentence of this Section 2.16(d) to the Borrower or any other party.

           (e)           The agreements in this Section 2.16 shall survive the termination of this Agreement and the payment of the Revolving Notes and all other amounts payable hereunder.

Section 2.17     Waiver of Notice.

           (a)           Except as otherwise expressly provided herein, the Borrower hereby waives notice of occurrence of any Default or Event of Default or of any demand for any payment under this Credit Agreement (in each case except to the extent such notice or such demand is expressly required to be given pursuant to the terms of this Credit Agreement), notice of any action at any time taken or omitted by the Administrative Agent or the Lenders under or in respect of any of the Obligations hereunder, any requirement of diligence and, generally, all demands, notices and other formalities of every kind in connection with this Credit Agreement.  The Borrower hereby assents to, and waives notice of, any extension or postponement of the time for the payment of any of the Obligations hereunder, the acceptance of any partial payment thereon, any waiver, consent or other action or acquiescence by the Administrative Agent or the Lenders at any time or times in respect of any default by the Borrower in the performance or satisfaction of any term, covenant, condition or provision of this Credit Agreement or any other Credit Document, any and all other indulgences whatsoever by the Administrative Agent or the Lenders in respect of any of the Obligations hereunder, and the taking, addition, substitution or release, in whole or in part, at any time or times, of any security for any of such Obligations or the addition, substitution or release, in whole or in part, of any Borrower.  Without limiting the generality of the foregoing, the Borrower assents to any other action or delay in acting or any failure to act on the part of the Administrative

Agent or the Lenders, including, without limitation, any failure strictly or diligently to assert any right or to pursue any remedy or to comply fully with applicable laws or regulations thereunder which might, but for the provisions of this Section 2.17, afford grounds for terminating, discharging or relieving the Borrower, in whole or in part, from any of its obligations under this Section 2.17, it being the intention of the Borrower that, so long as any of the Obligations remain unsatisfied, the obligations of the Borrower under this Section 2.17 shall not be discharged except by performance and then only to the extent of such performance.  The obligations of the Borrower under this Section 2.17 shall not be diminished or rendered unenforceable by any winding up, reorganization, arrangement, liquidation, reconstruction or similar proceeding with respect to any reconstruction or similar proceeding with respect to the Borrower or any Lender.

           (b)           The provisions of this Section 2.17 are made for the benefit of the Administrative Agent and the Lenders and their respective successors and assigns, and may be enforced by any such Person from time to time against the Borrower as often as occasion therefor may arise and without requirement on the part of any Lender first to marshal any of its claims or to resort to any other source or means of obtaining payment of any of the Obligations or to elect any other remedy.  Without limiting the generality of the foregoing, the Borrower hereby specifically waives the benefits of N.C. Gen. Stat. §§26-7 through 26-9, inclusive, to the extent applicable.  The provisions of this Section 2.17 shall remain in effect until all the Obligations hereunder shall have been paid in full or otherwise fully satisfied.  If at any time, any payment, or any part thereof, made in respect of any of the Obligations, is rescinded or must otherwise be restored or returned by the Lenders upon the insolvency, bankruptcy or reorganization of the Borrower, or otherwise, the provisions of this Section 2.17 will forthwith be reinstated and in effect as though such payment had not been made.

Section 2.18     Defaulting Lenders; Limitation on Claims.

          (a)           Generally.  In addition to the rights and remedies that may be available to the Administrative Agent or the Borrower under this Agreement or applicable law, if at any time a Lender is a Defaulting Lender such Defaulting Lender’s right to participate in the administration of the Revolving Loans, this Agreement and the other Credit Documents, including without limitation, any right to vote in respect of, to consent to or to direct any action or inaction of the Administrative Agent or to be taken into account in the calculation of the Required Lenders, shall be suspended during the pendency of such failure or refusal.  If a Lender is a Defaulting Lender because it has failed to make timely payment to the Administrative Agent of any amount required to be paid to the Administrative Agent hereunder (without giving effect to any notice or cure periods), in addition to other rights and remedies which the Administrative Agent or the Borrower may have under the immediately preceding provisions or otherwise, the Administrative Agent shall be entitled (i) to collect interest from such Defaulting Lender on such delinquent payment for the period from the date on which the payment was due until the date on which the payment is made at the Federal Funds Effective Rate, (ii) to withhold or setoff and to apply in satisfaction of the defaulted payment and any related interest, any amounts otherwise payable to such Defaulting Lender under this Agreement or any

other Credit Document until such defaulted payment and related interest has been paid in full and such default no longer exists and (iii) to bring an action or suit against such Defaulting Lender in a court of competent jurisdiction to recover the defaulted amount and any related interest.  Any amounts received by the Administrative Agent in respect of a Defaulting Lender’s Revolving Loans shall not be paid to such Defaulting Lender and shall be held uninvested by the Administrative Agent and either applied against the purchase price of such Revolving Loans under the following subsection (b) or paid to such Defaulting Lender upon the default of such Defaulting Lender being cured.

            (b)            Purchase of Defaulting Lender’s Commitment.  Any Lender who is not a Defaulting Lender shall have the right, but not the obligation, in its sole discretion, to acquire all of a Defaulting Lender’s Commitment.  If more than one Lender exercises such right, each such Lender shall have the right to acquire such proportion of such Defaulting Lender’s Revolving Commitment on a pro rata basis.  Upon any such purchase, the Defaulting Lender’s interest in the Revolving Loans and its rights hereunder (but not its liability in respect thereof or under the Credit Documents or this Agreement to the extent the same relate to the period prior to the effective date of the purchase) shall terminate on the date of purchase, and the Defaulting Lender shall promptly execute all documents reasonably requested to surrender and transfer such interest to the purchaser thereof subject to and in accordance with the requirements set forth in Section 9.6, including an appropriate Commitment Transfer Supplement.  The purchase price for the Commitment of a Defaulting Lender shall be equal to the sum of the amount of the principal balance of the Revolving Loans outstanding and owed by the Borrower to the Defaulting Lender, plus any accrued interest with respect thereto, plus any fees or other amounts owed by the Borrower to the Defaulting Lender.  Prior to payment of such purchase price to a Defaulting Lender, the Administrative Agent shall apply against such purchase price any amounts retained by the Administrative Agent pursuant to the last sentence of the immediately preceding subsection (a).  The Defaulting Lender shall be entitled to receive all amounts owed to it by the Borrower on account of principal of and interest on the Revolving Loans and the Revolving Notes, and fees and other amounts due under the Credit Documents which accrued prior to the date of the default by the Defaulting Lender, to the extent the same are received by the Administrative Agent from or on behalf of the Borrower.  The Defaulting Lender shall have no recourse against any Lender or the Administrative Agent for the payment of such sums by the Borrower except to the extent of the receipt of payments from any other party or in respect of the Revolving Loans.

Section 2.19     [Intentionally Left Blank.]

Section 2.20     Indemnification; Nature of Issuing Lender’s Duties.

           (a)           In addition to its other obligations under Section 2.2, the Borrower hereby agrees to protect, indemnify, pay and save the applicable Issuing Lender harmless from and against any and all claims, demands, liabilities, damages, losses, costs, charges and expenses (including reasonable attorneys’ fees) that the applicable Issuing Lender may incur or be subject to as a consequence, direct or indirect, of (i) the issuance of any Letter

of Credit or (ii) the failure of the applicable Issuing Lender to honor a drawing under a Letter of Credit as a result of any act or omission, whether rightful or wrongful, of any present or future de jure or de facto government or governmental authority (all such acts or omissions, herein called “Government Acts”).

           (b)          As between the Borrower and the applicable Issuing Lender, the Borrower shall assume all risks of the acts, omissions or misuse of any Letter of Credit by the beneficiary thereof.  The applicable Issuing Lender shall not be responsible:  (i) for the form, validity, sufficiency, accuracy, genuineness or legal effect of any document submitted by any party in connection with the application for and issuance of any Letter of Credit, even if it should in fact prove to be in any or all respects invalid, insufficient, inaccurate, fraudulent or forged; (ii) for the validity or sufficiency of any instrument transferring or assigning or purporting to transfer or assign any Letter of Credit or the rights or benefits thereunder or proceeds thereof, in whole or in part, that may prove to be invalid or ineffective for any reason; (iii) for failure of the beneficiary of a Letter of Credit to comply fully with conditions required in order to draw upon a Letter of Credit; (iv) for errors, omissions, interruptions or delays in transmission or delivery of any messages, by mail, cable, telegraph, telex or otherwise, whether or not they be in cipher; (v) for errors in interpretation of technical terms; (vi) for any loss or delay in the transmission or otherwise of any document required in order to make a drawing under a Letter of Credit or of the proceeds thereof; and (vii) for any consequences arising from causes beyond the control of the applicable Issuing Lender, including, without limitation, any Government Acts.  None of the above shall affect, impair, or prevent the vesting of the applicable Issuing Lender’s rights or powers hereunder.

           (c)          In furtherance and extension and not in limitation of the specific provisions hereinabove set forth, any action taken or omitted by the applicable Issuing Lender, under or in connection with any Letter of Credit or the related certificates, if taken or omitted in good faith, shall not put such applicable Issuing Lender under any resulting liability to the Borrower.  It is the intention of the parties that this Agreement shall be construed and applied to protect and indemnify the applicable Issuing Lender against any and all risks involved in the issuance of the Letters of Credit, all of which risks are hereby assumed by the Borrower, including, without limitation, any and all risks of the acts or omissions, whether rightful or wrongful, of any Government Authority.  The applicable Issuing Lender shall not, in any way, be liable for any failure by the applicable Issuing Lender or anyone else to pay any drawing under any Letter of Credit as a result of any Government Acts or any other cause beyond the control of the applicable Issuing Lender.

           (d)          Nothing in this Section 2.20 is intended to limit the reimbursement obligation of the Borrower contained in Section 2.2(d) hereof.  The obligations of the Borrower under this Section 2.20 shall survive the termination of this Agreement.  No act or omissions of any current or prior beneficiary of a Letter of Credit shall in any way affect or impair the rights of the applicable Issuing Lender to enforce any right, power or benefit under this Agreement.

           (e)           Notwithstanding anything to the contrary contained in this Section 2.20, the Borrower shall have no obligation to indemnify the applicable Issuing Lender in respect of any liability incurred by the applicable Issuing Lender arising out of the gross negligence or willful misconduct of the applicable Issuing Lender (including action not taken by the applicable Issuing Lender), as determined by a court of competent jurisdiction.

          (a)          Due Incorporation, Etc.  The Borrower and each Restricted Subsidiary is a corporation duly organized, validly existing and in good standing under the laws of the jurisdiction in which it is incorporated, and has the corporate power and legal authority to own its property and to carry on its business as now being conducted and is duly qualified to transact business as a foreign corporation in every jurisdiction where such qualification is necessary.  The Borrower has the corporate power to execute and perform this Agreement, to borrow hereunder and to execute and deliver the Revolving Notes, and to do so will not violate its Articles of Incorporation or Bylaws, any law to which it is subject, or any material agreement or instrument to which it is a party.

          (b)          Litigation.  Except as set forth in the financial statements or notes thereto described in Section 3.1(c) hereof, there is no litigation or proceeding pending or, to the knowledge of the Borrower, threatened which would be reasonably expected to be decided adversely to the Borrower or any Subsidiary, and, if decided adversely to the Borrower or such Subsidiary, would have a material adverse effect upon the financial condition or business of the Borrower and its Subsidiaries, taken as a whole.

          (c)          Financial Condition.  The consolidated balance sheet of the Borrower and its Subsidiaries as at October 2, 2005 and related consolidated statements of income, shareholders’ equity, comprehensive income and cash flows of the Borrower and its

Subsidiaries for the fiscal year then ended, and the notes thereto, all of which have been delivered to the Lenders prior to the execution of this Agreement, are correct and complete and fairly present the financial condition of the Borrower and its Subsidiaries and the results of their operations and their retained earnings as of the dates and for the periods referred to.  The consolidated balance sheets of the Borrower and its Subsidiaries as at April 2, 2006 and related consolidated statements of income, shareholders’ equity, comprehensive income and cash flows for the six-month period then ended, copies of which have been furnished to the Lenders, are true and correct and present fairly, subject to normal recurring year-end adjustments, the financial condition of the Borrower and its Subsidiaries as at such date and the results of their operations and their retained earnings as of such date and for such period.  All such financial statements have been prepared in accordance with GAAP throughout the periods involved.  Since October 2, 2005, no material adverse change in the financial condition, the business or operations of the Borrower and its Subsidiaries, taken as a whole, has occurred.  All written financial projections concerning the Borrower and its Subsidiaries that have been made available to the Administrative Agent and the Lenders by the Borrower on or before the Closing Date have been prepared in good faith based upon reasonable assumptions in the sole opinion of the Borrower’s management at the time of the preparation thereof.

          The real estate and other fixed assets of the Borrower and its Subsidiaries are subject to no mortgage or lien securing an indebtedness of a material principal amount except as shown in the balance sheets or notes thereto referred to above or most recently delivered to the Administrative Agent pursuant to Section 5.1(a).  The Borrower and its Subsidiaries have no liabilities, direct or contingent, except those disclosed in the financial statements or notes thereto referred to above or most recently delivered to the Administrative Agent pursuant to Section 5.1(a), and except those arising in the ordinary course of business since the dates of such financial statements, having in the aggregate no materially adverse effect on the financial condition of the Borrower and its Subsidiaries, taken as a whole.  The Borrower and its Subsidiaries have made no investments in, advances to or guaranties of the obligations of any corporation, individual or other entity other than Borrower in an aggregate amount material to the consolidated financial condition of the Borrower and its Subsidiaries, taken as a whole, except those disclosed in the financial statements or notes thereto referred to above or most recently delivered to the Administrative Agent pursuant to Section 5.1(a).

          (d)          Governmental Contracts.  The Borrower and its Subsidiaries are not subject to the renegotiation of any government contract in any material amount.

          (e)          Tax Returns.  The Borrower and its Subsidiaries have filed all required federal, state, and local tax returns and have paid all taxes as shown on such returns as they have become due.  Federal income tax returns have been audited, or closed by the operation of applicable statutes of limitation, through fiscal year 2001 and no claims have been assessed and are unpaid with respect to such taxes except as set forth in Schedule 3.1(e) or as otherwise shown in the financial statements referred to in Section 3.1(c) above.

          (f)          Use of Proceeds.  The proceeds of the Revolving Loans hereunder shall be used solely by the Borrower to (i) refinance existing Indebtedness and (ii) provide for working capital and other general corporate purposes.

ARTICLE IV

CONDITIONS PRECEDENT

Section 4.1     Conditions to Closing Date and Initial Revolving Loans.

          This Agreement shall become effective upon, and the obligation of each Lender to make the initial Extension of Credit on the Closing Date is subject to, the satisfaction of the following conditions precedent:

          (a)          Execution of Agreement.  The Administrative Agent shall have received (i) counterparts of this Agreement, executed by a duly authorized officer of each party hereto and (ii) for the account of each Lender, Revolving Notes, in each case conforming to the requirements of this Agreement and executed by a duly authorized officer of the Borrower.

          (b)          Resolutions.  Copies of resolutions of the board of directors of the Borrower approving the transactions contemplated herein and authorizing the execution and delivery of the Credit Documents, certified by an officer of the Borrower as of the Closing Date to be true and correct and in force and effect as of such date.

          (c)          Legal Opinions of Counsel.  The Administrative Agent shall have received an opinion of legal counsel for the Borrower, dated the Closing Date and addressed to the Administrative Agent and the Lenders, in form and substance acceptable to the Administrative Agent.

          (d)          Fees.  The Administrative Agent and the Lenders shall have received all fees owing to them.

          (e)          Account Designation Letter.  The Administrative Agent shall have received the executed Account Designation Letter in the form of Schedule 1.1(a) hereto.

          (f)          Additional Matters.  All other documents and legal matters in connection with the transactions contemplated by this Agreement shall be reasonably satisfactory in form and substance to the Administrative Agent and its counsel.

Section 4.2     Conditions to All Extensions of Credit.

          The obligation of each Lender to make any Extension of Credit hereunder is subject to the satisfaction of the following conditions precedent on the date of making such Extension of Credit:

          (a)         Representations and Warranties.  The representations and warranties made by the Borrower herein or which are contained in any certificate furnished at any time under or in connection herewith shall be true and correct in all material respects on and as of the date of such Extension of Credit as if made on and as of such date (or, if any such representation or warranty is expressly stated to have been made as of a specific date, as of such specific date); and

          (b)         No Default or Event of Default.  No Default or Event of Default shall have occurred and be continuing on such date or after giving effect to the Extension of Credit to be made on such date unless such Default or Event of Default shall have been waived in accordance with this Agreement.

          Each request for an Extension of Credit and each acceptance by the Borrower of any such Extension of Credit shall be deemed to constitute a representation and warranty by the Borrower as of the date of such Extension of Credit that the applicable conditions in paragraphs (a) and (b) of this Section have been satisfied.

ARTICLE V

AFFIRMATIVE COVENANTS

          Section 5.1     The Borrower covenants and agrees that from the date hereof until the termination of the Commitments and the payment in full of the Obligations, it will:

(a)       Financial Reports and Other Data.

            (i)          As soon as practicable and in any event within 45 days after the end of each of the first three quarterly periods of each Fiscal Year of the Borrower, deliver to the Administrative Agent and each Lender (A) a consolidated balance sheet of the Borrower and its Subsidiaries as at the end of such quarterly period, and related consolidated statements of income, shareholders’ equity, comprehensive income and cash flows for such quarterly period and for the period from the beginning of the current Fiscal Year to the end of such quarterly period, setting forth in comparative form figures for the corresponding periods in the preceding Fiscal Year, all to be in reasonable detail and certified by an Authorized Officer to have been prepared in accordance with GAAP, subject only to changes resulting from normal, recurring year-end adjustments; and (B) computations demonstrating compliance with the provisions of Sections 5.1(1), 5.1(m) and 6.1(a) hereof, certified by an Authorized Officer to be true and correct and to have been prepared from the foregoing quarterly statements;

           (ii)          As soon as practicable and in any event within 90 days after each Fiscal Year End, deliver to the Administrative Agent and each Lender (A) a consolidated balance sheet of the Borrower and its Subsidiaries as at such Fiscal Year End, and related consolidated statements of income, shareholders’ equity, comprehensive income and cash flows for such Fiscal Year, setting forth in each case in comparative form corresponding figures from the preceding annual statements, all in reasonable detail and satisfactory in scope to the Administrative Agent and each Lender, and audited by and containing (as to the consolidated financial statements) an unqualified opinion of independent certified public accountants of national standing as shall be satisfactory to the Administrative Agent and (B) the computations required by Section 5.1(a)(i)(B) hereof;

           (iii)          Deliver to the Administrative Agent and each Lender a copy of each report filed by the Borrower with the Securities and Exchange Commission pursuant to Section 13(a) or 14 of the Securities Exchange Act of 1934, including each Annual Report on Form 10-K, Quarterly Report on Form 10-Q, Current Report on Form 8-K (except for routine quarterly earnings releases which are available through electronic media dissemination on the internet), and definitive proxy statement, in each case within 15 days of the filing thereof; and

           (iv)          With reasonable promptness, deliver such additional financial or other data as the Administrative Agent or any Lender may reasonably request. Each Lender is hereby authorized to deliver a copy of any financial statements or other information relating to the business operations or financial condition of the Borrower and its Subsidiaries which may be furnished to it or come to its attention pursuant to this Agreement or otherwise, to any regulatory body or agency having jurisdiction over such Lender.

           (b)          Taxes and Liens.  Promptly pay, or cause to be paid, all taxes, assessments or other governmental charges which may lawfully be levied or assessed upon the income or profits of the Borrower, or any Subsidiary, or upon any property, real, personal or mixed, belonging to the Borrower or any Subsidiary, or upon any part thereof, and also any lawful claims for labor, material and supplies which, if unpaid, might become a lien or charge against any such property; provided, however, neither the Borrower nor any Subsidiary shall be required to pay any such tax, assessment, charge, levy or claim so long as the validity thereof shall be actively contested in good faith by proper proceedings and provided the Borrower shall, if requested by any Lender, set up reserves therefor consistent with Financial Accounting Standards Board Statement No.  5 and Accounting Principles Board Statement No.  11 (such reserves not required to be separately funded); but provided further that any such tax, assessment, charge, levy or claim shall be paid forthwith upon the commencement of proceedings to foreclose any lien securing the same unless such proceeding has been properly stayed.

          (c)          Business and Existence.  Do or cause to be done all things necessary to preserve and to keep in full force and effect its corporate existence, rights and franchises, trade names, patents, trademarks and permits.

          (d)          Insurance on Properties.  Keep its business and properties insured at all times with responsible insurance companies and carry such types and amounts of insurance as are usually carried by corporations engaged in the same or a similar business similarly situated.

          (e)          Maintain Property.  Maintain its properties in good order and repair and, from time to time, make all needful and proper repairs, renewals, replacements, additions and improvements thereto.

          (f)          Right of Inspection.  Permit any Lender, at its expense, to visit and inspect any of the properties, corporate books and financial reports of the Borrower and its Subsidiaries in the presence of a corporate officer of the Borrower or persons designated by them and to discuss their affairs, finances and accounts with the principal officers of the Borrower and their independent public accountants, all at such reasonable times and as often as any Lender may reasonably request.

          (g)          Observe all Laws.  Conform to and duly observe all laws, regulations and other valid requirements of any regulatory authority with respect to the conduct of its business, violation of which would materially adversely affect the operations or business of the Borrower or any of its Subsidiaries.

          (h)          Covenants Extended to Restricted Subsidiaries.  Cause each Restricted Subsidiary to do with respect to itself, its business and its assets, each of the things required of the Borrower in Sections 5.1(b) through 5.1(g) hereof.

          (i)          Borrower’s Knowledge of Default.  Immediately give notice to each Lender of the occurrence of any Default or Event of Default hereunder or under any other obligation representing Indebtedness of the Borrower or any Restricted Subsidiary, of which the Borrower or such Restricted Subsidiary has knowledge, specifying the nature thereof, the period of existence thereof and what action the Borrower proposes to take with respect thereto.

          (j)          Judgments, etc.  Immediately give each Lender written notice of any judgment, attachment, levy, or execution against the Borrower or any assets of the Borrower or any Subsidiary which involves (i) an amount of $2,000,000 or more in excess of the amount covered by insurance or book reserves, or (ii) an amount in excess of $15,000,000, and establish or cause to be established appropriate and adequate reserves to cover any such claim, levy, attachment, or execution in any amount satisfactory to its independent certified public accountants.

          (k)          ERISA.  Comply with all requirements of ERISA applicable to it and its Restricted Subsidiaries and furnish to each Lender as soon as possible and in any event within 30 days after the Borrower or its Restricted Subsidiaries or duly appointed administrator of a Plan knows or has reason to know that any Reportable Event with respect to any Plan has occurred, a statement of an Authorized Officer setting forth details as to such Reportable Event and any action which the Borrower or its Restricted Subsidiaries proposes to take with respect thereto, together with a copy of the notice of such Reportable Event given to the PBGC or a statement that said notice will be filed with the annual report to the United States Department of Labor with respect to such Plan if such filing has been authorized.

          (l)          Consolidated Fixed Charge Ratio.  Maintain at the end of each of the Borrower’s fiscal quarters, a Consolidated Fixed Charge Ratio of at least 1.50 to 1.00.

          (m)          Consolidated Leverage Ratio.  Maintain at the end of each of the Borrower’s fiscal quarters a Consolidated Leverage Ratio of not greater than 4.00 to 1.00.

ARTICLE VI

NEGATIVE COVENANTS

Section 6.1.

          The Borrower covenants and agrees that from the date hereof until the termination of the Commitments and the payment in full of the Obligations, it will not, nor will it permit any Restricted Subsidiary to, either directly or indirectly:

          (a)      Consolidated Funded Debt.  Incur, create, assume or guarantee, or otherwise become or be liable in respect of any Indebtedness which would be included in Consolidated Funded Debt except:

          (i)          the Revolving Notes;

          (ii)         Indebtedness existing as of the date hereof; and

          (iii)        additional Indebtedness which in the aggregate when added to the Indebtedness evidenced by the Revolving Notes or existing as of the date hereof, does not exceed 60% of Consolidated Total Capitalization.

          (b)     Restricted Subsidiary Indebtedness.  Incur, create, assume or guarantee or otherwise become liable in respect of any Indebtedness of a Restricted Subsidiary except:

          (i)          borrowings among the Borrower and the Restricted Subsidiaries;

          (ii)         extensions, renewals, or replacements of Indebtedness existing as of the date hereof (without increasing the principal amount thereof);

          (iii)        Indebtedness directly related to the acquisition or construction of Property or Equipment, but only to the extent of the purchase price or cost thereof, or any Indebtedness assumed by imposition of law in connection with the acquisition of an existing business; or

          (iv)         other Indebtedness in an aggregate amount not exceeding 15% of Consolidated Tangible Net Worth.

          (c)     Limitations on Liens.  Incur, create, assume or permit to exist any Lien of any kind upon any of its property now owned or hereafter acquired or assets of any character in an aggregate amount in excess of 15% of Consolidated Tangible Net Worth, unless the Revolving Notes are equally and ratably secured with the Indebtedness secured by such Lien except that the following Liens shall not be included in making a determination of the amount of Liens:

          (i)          Liens for taxes or assessments or other governmental charges or levies, either not yet due and payable or being contested in good faith or to the extent that nonpayment thereof shall be permitted;

          (ii)         Liens created by or resulting from any litigation or legal proceeding which is currently being contested in good faith by appropriate proceedings;

          (iii)        other Liens incidental to the normal conduct of the business of the Borrower or any Restricted Subsidiary or the ownership of its property which are not incurred in connection with the incurrence of Indebtedness and which do not in the aggregate materially impair the use of such property in the operation of the business of the Borrower, and the Borrower and its Restricted Subsidiaries taken as a whole or the value of such property for the purposes of such business;

          (iv)         Liens existing at the time of the issuance of the Revolving Notes;

          (v)          the extension, renewal or replacement of any Lien permitted by the foregoing subparagraph (iv) in respect of the same property theretofore subject thereto or the extension, renewal or replacement thereof (without increase of principal amount of the Indebtedness secured);

          (vi)         Liens granted by the Restricted Subsidiaries in favor of the Borrower; and

          (vii)        (A) any Lien on Property or Equipment granted with respect to such Property or Equipment in connection with the provision of all or a part of the purchase price or cost of the construction of such Property or Equipment (but not in excess of the amount of such purchase price or cost) created contemporaneously with, or within 120 days after, such acquisition or the completion of such construction, or (B) any Lien on Property or Equipment

existing in such Property or Equipment at the time of acquisition thereof, whether or not the debt secured thereby is assumed by the Borrower or such Restricted Subsidiary, or (C) any Lien existing on the Property or Equipment of a corporation at the time such corporation is merged into or consolidated with the Borrower or a Restricted Subsidiary, or at the time of a sale, lease or other disposition of the Properties or Equipment of a corporation or firm as an entirety or substantially as an entirety to the Borrower or a Restricted Subsidiary; provided however that the amount of any Lien permitted under this subparagraph (vii) shall not exceed the fair market value of the Property or Equipment covered by such Lien.

          (d)          Consolidation, Merger or Reorganization.  Enter into any transaction of merger or consolidation except that (i) a Restricted Subsidiary may merge into the Borrower or another Restricted Subsidiary, and (ii) the Borrower may merge or consolidate with any corporation organized under the laws of any state in the United States so long as (A) the resulting or surviving entity expressly assumes the obligations of the Borrower under this Agreement and the Revolving Notes, (B) no Default or Event of Default exists hereunder after giving effect to such merger or consolidation, (C) the Borrower will be in compliance with the financial covenants set forth in Sections 5.1 (l) and (m) on a pro forma basis after giving effect to such merger or consolidation and (D) each Lender consents to such merger or consolidation (such consent not to be unreasonably withheld).

          (e)          Sale of Assets, Dissolution, Etc.  Sell, assign, lease or otherwise dispose of all or substantially all of its properties or assets (other than inventory), or any of its notes, accounts or contract rights, or any assets or properties necessary or desirable for the proper conduct of its business, or wind up, liquidate or dissolve, or agree to any of the foregoing, or permit any Restricted Subsidiary to do so, except, as to any such transaction, to the extent the total assets involved do not exceed, together with any other assets involved in such transactions during the same Fiscal Year, 10% of Consolidated Total Assets determined as of the end of the last fiscal quarter prior to such transaction.

Notwithstanding the foregoing, (x) any Restricted Subsidiary may sell, lease, transfer, or otherwise dispose of its assets to the Borrower or any other Restricted Subsidiary and such assets shall not be included in the foregoing calculations, (y) the Borrower or any Restricted Subsidiary may sell, lease, transfer or otherwise dispose of any investment that is not a Subsidiary and such investment shall not be included in the foregoing calculations, and (z) upon the Borrower’s giving notice to the Lenders of the intention of the Borrower or any Restricted Subsidiary to sell, lease, transfer or otherwise dispose of assets, for value, in an amount up to 25% of Consolidated Total Assets as of the last fiscal quarter end prior to such notice, and to reinvest the proceeds within one year following such transaction, the Borrower or any Restricted Subsidiary may effect such transactions and the assets involved shall not be included in any calculation set forth in the first paragraph of this Section 6.1(e), unless (A) the Required Lenders fail to consent to the proposed transactions within 10 days following the giving of said notice, provided that such consent may not be unreasonably withheld, or (B) proceeds are not reinvested

within the one year period, in which case the assets involved in the transaction shall be deemed transferred as of the expiration of such one year period and included in the calculation set forth in the first paragraph of this Section 6.1(e).  Any breach of the covenant expressed in this Section 6.1(e) may be cured by the prepayment, without penalty, of an amount of the outstanding amount of the Revolving Notes as bears the same proportion to the total outstanding amount of such Revolving Note as the net book value of the assets conveyed in violation of this section shall be to the Consolidated Total Assets of the Borrower as of the last fiscal quarter end prior to such transaction.

          (f)          Fiscal Year.  Change its Fiscal Year End.

          (g)          Acquisitions.  Acquire (whether pursuant to an acquisition of stock, assets or otherwise) all or substantially all of the capital stock or assets of any Person except that (i) the Borrower or a Restricted Subsidiary may acquire all or substantially all of the capital stock or assets of any Restricted Subsidiary and (ii) the Borrower or a Restricted Subsidiary may make any other acquisition of all or substantially all of the capital stock or assets of any other Person so long as (A) such acquisition has been approved by the Board of Directors (or other comparable board or body) and/or shareholders of such other Person, (B) no Event of Default exists hereunder after giving effect to such acquisition and (C) the Borrower will be in compliance with the financial covenants set forth in Sections 5.1(l) and (m) on a pro forma basis after giving effect to such acquisition.

          (h)          Restricted Payment.  Permit the Borrower to make any Restricted Payment, except the Borrower may make a Restricted Payment so long as (i) no Event of Default exists hereunder after giving effect to such Restricted Payment and (ii) the Borrower will be in compliance with the financial covenants set forth in Sections 5.1(l) and (m) on a pro forma basis after giving effect to such Restricted Payment.

          (i)          Restricted Subsidiaries.  Create or permit to exist any Restricted Subsidiary except (i) a Restricted Subsidiary that is wholly-owned, directly or indirectly, by the Borrower, or (ii) a Real Estate Subsidiary.

ARTICLE VII

EVENTS OF DEFAULT

Section 7.1     Events of Default.

          An Event of Default shall exist upon the occurrence of any of the following specified events (each an “Event of Default”):

          (a)           (i) Non-payment when due, whether by acceleration or otherwise, of any principal payment on any Revolving Note or (ii) failure to reimburse the applicable Issuing Lender for any LOC Obligations after receipt of notice by the Borrower from the Issuer that such LOC Obligations are due and payable, whether by acceleration or otherwise;

          (b)          Non-payment, within five Business Days after the due date, of interest on any Revolving Note, or of any premium, fee or other charge under this Agreement;

          (c)          A breach or failure of performance by the Borrower or any Subsidiary of any provision of this Agreement which is not remedied within 30 days after written notice from any Lender;

          (d)          A representation or warranty by the Borrower is false or erroneous in any material respect on the date as of which made;

          (e)          The Borrower or a Restricted Subsidiary: (i) files a petition or has a petition filed against it under the Bankruptcy Code or any proceeding for the relief of insolvent debtors; (ii) generally fails to pay its debts as such debts become due; (iii) has a custodian appointed for it or its assets; (iv) benefits from or is subject to the entry of an order for relief by any court of insolvency; (v) makes an admission of insolvency seeking the relief provided in the Bankruptcy Code or any other insolvency law; (vi) makes an assignment for the benefit of creditors; (vii) has a receiver appointed, voluntarily or otherwise, for its property; (viii) suspends business; (ix) permits a judgment in the amount of $2,000,000 or more to be obtained against it which is not subject to payment by applicable insurance coverage or is not promptly paid or promptly appealed and secured pending appeal; or (x) becomes insolvent, however otherwise evidenced;

          (f)          Failure by the Borrower or a Restricted Subsidiary to pay when due, or within any applicable grace period, any amount owing on account of Indebtedness in an aggregate amount in excess of $5,000,000 at any one time or the failure by the Borrower or a Restricted Subsidiary to observe or perform any covenant or undertaking on its part to be observed or performed in any agreement or agreements evidencing, securing or relating to such Indebtedness, resulting in any such case in an event of default or acceleration by the holder of such Indebtedness of the date on which such Indebtedness would otherwise be due and payable;

          (g)          Any Restricted Subsidiary of the Borrower is directly or indirectly restricted, limited or prohibited from making any dividends, distributions or advances to the Borrower which restriction, limitation or prohibition is not remedied within 30 days after notice from any Lender; provided, however, that this clause (g) shall not prohibit any negative pledge or transfer restriction incurred or provided in favor of any holder or holders of any Lien permitted by Section 6.1(c) solely to the extent such negative pledge or transfer restriction relates to (i) the property subject to such Lien or (ii) the proceeds of such property;

          (h)          If the Borrower or a Restricted Subsidiary shall become a party to merger, consolidation or other reorganization with any other Person (including a de facto merger by which all or substantially all of the property or assets of another Person are acquired) which results in a Change in Control of the Borrower except:

          (i)          a merger with a Restricted Subsidiary or other domestic Subsidiary in which the Borrower is the surviving or continuing corporation,

          (ii)          a merger between or among Restricted Subsidiaries, and

          (iii)          a merger, consolidation or other reorganization through which the Borrower acquires a business which becomes a Subsidiary of the Borrower, provided that no Event of Default exists hereunder after giving effect to such merger, consolidation or other reorganization.

           (i)     reduce the amount or extend the scheduled date of maturity of any Revolving Loan or Revolving Note (other than in accordance with Section 2.22),

or any installment thereon, or reduce the stated rate of any interest or fee payable hereunder (other than interest at the increased post-default rate) or extend the scheduled date of any payment thereof or increase the amount or extend the expiration date of any Lender’s Commitment, in each case without the written consent of each Lender directly affected thereby; or

          (ii)     amend, modify or waive any provision of this Section 9.1, or reduce the percentage specified in the definition of Required Lenders, without the written consent of all the Lenders; or

          (iii)     amend, modify or waive any provision of Article VIII without the written consent of the then Administrative Agent; or

          (iv)     amend, modify or waive the requirement that any issue be resolved or determined with the consent, approval or upon the request of the Required Lenders or all Lenders, without the written consent of all of the Lenders to the change of such voting requirement and, provided, further, that no amendment, waiver or consent affecting the rights or duties of the Administrative Agent under any Credit Document shall in any event be effective, unless in writing and signed by the Administrative Agent, as applicable, in addition to the Lenders required hereinabove to take such action.

The Borrower:

▇▇▇▇▇▇▇ Corporation

▇▇▇ ▇▇▇▇▇ ▇▇▇▇▇ ▇▇▇▇▇▇

▇▇▇▇▇ ▇▇▇▇

▇▇▇▇▇▇▇▇▇, ▇▇ ▇▇▇▇▇

Attention: Vice President and Treasurer

Telecopier: (▇▇▇) ▇▇▇-▇▇▇▇

Telephone: (▇▇▇) ▇▇▇-▇▇▇▇

The Administrative Agent:

Wachovia Bank, National Association

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▇▇ ▇▇▇▇

▇▇▇▇▇▇▇▇▇, ▇▇ ▇▇▇▇▇

Attn.  ▇▇▇▇ ▇▇▇▇▇▇

Telecopier:  (▇▇▇) ▇▇▇-▇▇▇▇

Telephone:  (▇▇▇) ▇▇▇-▇▇▇▇

          (a)     This Agreement shall be binding upon and inure to the benefit of the Borrower, the Lenders, the Administrative Agent, all future holders of the Revolving Notes and their respective successors and assigns, except that the Borrower may not assign or transfer any of its rights or obligations under this Agreement or the other Credit Documents without the prior written consent of each Lender.

          (b)     Subject to the conditions set forth in the proviso below, any Lender may, in accordance with applicable law, sell or assign to any Lender or any affiliate thereof or special purpose entity created thereby or to one or more additional banks or financial institutions (each a “Purchasing Lender”) all or any part of its rights and obligations under this Agreement and the Revolving Notes pursuant to a Commitment Transfer Supplement executed by such Purchasing Lender and such transferor Lender (and the Administrative Agent and/or the Borrower if the consent of the Administrative Agent and/or the Borrower is required pursuant to the terms of the proviso set forth below) and delivered to the Administrative Agent for its acceptance and recording in the Register; provided, however, that:

          (i)     the Administrative Agent and, so long as no Event of Default has occurred and is continuing, the Borrower shall have consented to any such sale or assignment (such consents not to be unreasonably withheld), such sales or assignments to include any sale or assignment described in subsection (ii) below;

          (ii)     so long as no Event of Default has occurred and is continuing, (A) each original Lender hereto may make only one such sale or assignment to a Purchasing Lender, and the amount of such sale or assignment must be either all of the Revolving Commitment of such selling or assigning Lender or less than 50% of the Revolving Commitment of such selling or assigning Lender and (B) a Purchasing Lender may subsequently sell or assign its purchased interest so long as the amount of such sale or assignment constitutes all of the Revolving Commitment of such Purchasing Lender;

          (iii)     such sales or assignments shall be in minimum amounts of $5,000,000 with respect to Revolving Commitments and Revolving Loans (or, if less, the entire amount of such selling or assigning Lender’s obligations; and

          (iv)     notwithstanding anything to the contrary contained herein, any sale or assignment to an existing Lender (including any sale or assignment pursuant to Section 2.18(b)) shall not require the consent of the Administrative Agent or the Borrower nor shall any such sale or assignment be subject to the minimum assignment amounts specified herein (except as required by Section 2.18(b)).

          (c)     The Administrative Agent shall maintain at its address referred to in Section 9.2 a copy of each Commitment Transfer Supplement delivered to it and a register (the “Register”) for the recordation of the names and addresses of the Lenders and the Commitment of, and principal amount of the Revolving Loans owing to, each Lender from time to time.  The entries in the Register shall be conclusive, in the absence of manifest error, and the Borrower, the Administrative Agent and the Lenders may treat each Person whose name is recorded in the Register as the owner of the Revolving Loan recorded therein for all purposes of this Agreement.  The Register shall be available for inspection by the Borrower or any Lender at any reasonable time and from time to time upon reasonable prior notice.

          (d)     Upon its receipt of a duly executed Commitment Transfer Supplement, together with payment to the Administrative Agent by the transferor Lender or the Purchasing Lender, as agreed between them, of a registration and processing fee of $3,500 for each Purchasing Lender listed in such Commitment Transfer Supplement and the Revolving Notes subject to such Commitment Transfer Supplement, the Administrative Agent shall (i) accept such Commitment Transfer Supplement, (ii) record the information contained therein in the Register and (iii) give prompt notice of such acceptance and recordation to the Lenders and the Borrower.

          (e)     The Borrower authorizes each Lender to disclose to any Purchasing Lender (each, a “Transferee”) and any prospective Transferee any and all financial information in such Lender’s possession concerning the Borrower, its Subsidiaries and its Affiliates which has been delivered to such Lender by or on behalf of the Borrower pursuant to this Agreement or which has been delivered to such Lender by or on behalf of the Borrower in connection with such Lender’s credit evaluation of the Borrower and its Affiliates prior to becoming a party to this Agreement, in each case subject to Section 9.17.

          (f)     At the time of each assignment pursuant to this Section 9.6 to a Person which is not already a Lender hereunder and which is not a United States person (as such term is defined in Section 7701(a)(30) of the Code) for Federal income tax purposes, the

respective assignee Lender shall provide to the Borrower and the Administrative Agent the appropriate Internal Revenue Service Forms (and, if applicable, a 2.16 Certificate) described in Section 2.16.

          (g)     Nothing herein shall prohibit any Lender from pledging or assigning any of its rights under this Agreement (including, without limitation, any right to payment of principal and interest under any Revolving Note) to any Federal Reserve Bank in accordance with applicable laws.

          (h)     No Lender may assign any of its rights or obligations under this Agreement or any other Credit Document except (i) in accordance with the terms and provisions of Section 9.6(b) hereof or (ii) under the circumstances (and subject to the restrictions) described in Section 2.18(b) or 9.6(g).  No Lender may grant any participation in any of its rights or obligations under this Agreement or any other Credit Document except under the circumstances (and subject to the restrictions) described in Sections 2.2(c) and 9.7(a).

          (a)     Each Lender agrees that if any Lender (a “benefited Lender”) shall at any time receive any payment of all or part of its Revolving Loans, or interest thereon, or receive any collateral in respect thereof (whether voluntarily or involuntarily, by set-off, pursuant to events or proceedings of the nature referred to in Section 7.1(e), or otherwise) in a greater proportion than any such payment to or collateral received by any other Lender, if any, in respect of such other Lender’s Revolving Loans, or interest thereon, such benefited Lender shall purchase for cash from the other Lenders a participating interest in such portion of each such other Lender’s Revolving Loans, or shall provide such other Lenders with the benefits of any such collateral, or the proceeds thereof, as shall be necessary to cause such benefited Lender to share the excess payment or benefits of such collateral or proceeds ratably with each of the Lenders; provided, however, that if all or any portion of such excess payment or benefits is thereafter recovered from such benefited Lender, such purchase shall be rescinded, and the purchase price and benefits returned, to the extent of such recovery, but without interest.  The Borrower agrees that each Lender so purchasing a portion of another Lender’s Revolving Loans may exercise all rights of payment (including, without limitation, rights of set-off subject to paragraph (c) below), with respect to such portion as fully as if such Lender were the direct holder of such portion.

          (b)     In addition to any rights and remedies of the Lenders provided by law (including, without limitation, other rights of set-off), each Lender shall have the right, without prior notice to the Borrower, any such notice being expressly waived by the Borrower to the extent permitted by applicable law, upon the occurrence of any Event of Default, to setoff and appropriate and apply any and all deposits (general or special, time or demand, provisional or final), in any currency, and any other credits, indebtedness or claims, in any currency, in each case whether direct or indirect, absolute or contingent, matured or unmatured, at any time held or owing by such Lender or any branch thereof to or for the credit or the account of the Borrower, or any part thereof in such amounts as

such Lender may elect, against and on account of the obligations and liabilities of the Borrower to such Lender hereunder and claims of every nature and description of such Lender against the Borrower, in any currency, whether arising hereunder, under the Revolving Notes or under any documents contemplated by or referred to herein or therein, as such Lender may elect, whether or not such Lender has made any demand for payment and although such obligations, liabilities and claims may be contingent or unmatured.  The aforesaid right of set-off may be exercised by such Lender against the Borrower or against any trustee in bankruptcy, debtor in possession, assignee for the benefit of creditors, receiver or execution, judgment or attachment creditor of the Borrower, or against anyone else claiming through or against the Borrower or any such trustee in bankruptcy, debtor in possession, assignee for the benefit of creditors, receiver, or execution, judgment or attachment creditor, notwithstanding the fact that such right of set-off shall not have been exercised by such Lender prior to the occurrence of any Event of Default.  Each Lender agrees promptly to notify the Borrower and the Administrative Agent after any such set-off and application made by such Lender; provided, however, that the failure to give such notice shall not affect the validity of such set-off and application.

          (c)     Nothing contained in this Agreement or any other Credit Document shall be deemed to give the Administrative Agent or any Lender any right of set-off or banker’s lien against any money or property deposited with or to the account of, or otherwise held by, (i) any Affiliate of any Lender, or (ii) any other Person other than a Lender.  Each of the Administrative Agent and each Lender hereby waives any right of set-off or banker’s lien (whether arising under any Credit Document, any applicable law or otherwise) against any money or property deposited with or to the account of, or otherwise held by, (Y) any Affiliate of any Lender, or (Z) any other Person other than a Lender, in each case to the extent such right of set-off or banker’s lien may be deemed to secure any Obligation.

          (a)     Notwithstanding the provisions of Section 9.14 to the contrary, upon demand of any party hereto, whether made before or within three (3) months after institution of any judicial proceeding, any dispute, claim or controversy arising out of, connected with or relating to this Agreement and other Credit Documents (“Disputes”) between or among parties to this Agreement shall be resolved by binding arbitration as provided herein.  Institution of a judicial proceeding by a party does not waive the right of that party to demand arbitration hereunder.  Disputes may include, without limitation, tort claims, counterclaims, disputes as to whether a matter is subject to arbitration, claims brought as class actions, claims arising from Credit Documents executed in the future, or claims arising out of or connected with the transaction reflected by this Agreement.

          Arbitration shall be conducted under and governed by the Commercial Arbitration Rules (the “Arbitration Rules”) of the American Arbitration Association (the “AAA”) and Title 9 of the U.S. Code provided, however, that notwithstanding any Arbitration Rules to the contrary, the parties agree that: (i) no claim may be pursued by any party in arbitration which is barred by the applicable statue of limitations and the resolution of any statute of limitations defense to any claim asserted shall be finally decided by a court having jurisdiction thereof and not by the arbitrator(s) if timely and appropriately asserted before said court and shall be subject to proceeding in such court by appropriate motion prior to the award of the arbitrator or timely and appropriate motion after the rendering of the arbitrators award; (ii) the arbitration shall be private and any award rendered by the arbitrator(s) shall be kept confidential by the parties, it being agreed that any claims arising out of or relating to this obligation, or the breach thereof by any party, shall be settled by arbitration in accordance with the terms of this Agreement; (iii) testimony by affidavit shall not be permitted in the arbitration; (iv) if the arbitration involves claims or counterclaims, either of which exceed $1,000,000, the dispute shall be heard by three arbitrators; (v) hearsay evidence shall not be presented by the parties or considered by the arbitrator(s), except that which would be permissible by the North Carolina Rules of Evidence in effect at the time of the arbitration; (vi) the parties shall have the right at least sixty (60) days in advance of the arbitration hearing to inspect originals and receive copies of all documents to be relied upon by the other party at the arbitration and shall also have the right, upon thirty (30) days notice in writing to the other party, to request and then inspect and copy all relevant documents, it being agreed that the arbitrator(s) shall resolve any disputes concerning the relevance of documents to be produced and that the documents produced or relied upon by any party shall be subject to the same obligation of confidentiality set forth above; (vii) in an arbitration where any claim or counterclaim exceeds $100,000, the parties shall have the right to take the deposition of any party or their representative(s) who have knowledge of any facts relating to the claims or counterclaims asserted or the defenses related thereto; (viii) where one party intends to rely upon the testimony of an expert or experts, the expert(s) must be disclosed at least ninety (90) days in advance of the arbitration and the other party shall have the right within thirty (30) days thereafter to take the deposition of the expert upon payment of the expert’s reasonable fees for the in-deposition time of the expert, it being agreed

that the other party who did not intend to use an expert until this disclosure occurred shall have thirty (30) days after the deposition of the expert to disclose that party’s expert and the other party shall be entitled to a deposition of the expert upon payment of the expert’s reasonable fee for the in-deposition time of the expert; and (ix) the arbitrator(s) shall be required to consider the law presented by any party which that party considers to be applicable to any claims presented, and where a legal issue exists which a party contends would result in dismissal of a claim brought by any party, the arbitrator(s) shall make findings and conclusions with respect to that issue upon request of any party.  Notwithstanding the foregoing, this arbitration provision does not apply to any disputes under or related to swap agreements between the parties hereto, said matter being reserved for the provisions provided for in said swap agreements.  All arbitration hearings shall be conducted in Charlotte, North Carolina.  A hearing shall begin within six months after the arbitration panel has been selected and all hearings shall be concluded within nine months after such selection.  These time limitations may not be extended unless a party shows cause for extension and then no more than a total extension of 90 days.  All applicable statutes of limitation shall apply to any Dispute.  A judgment upon the award may be entered in any court having jurisdiction.  Arbitrators shall be licensed attorneys selected from the Commercial Financial Dispute Arbitration Panel of the AAA.  The parties hereto do not waive applicable Federal or state substantive law except as provided herein.

          (b)     Notwithstanding the preceding binding arbitration provisions, the Administrative Agent, the Lenders and the Borrower agree to preserve, without diminution, certain remedies that the Administrative Agent on behalf of the Lenders may employ or exercise freely, independently or in connection with an arbitration proceeding or after an arbitration action is brought.  The Administrative Agent on behalf of the Lenders shall have the right to proceed in any court of proper jurisdiction or by self-help to exercise or prosecute the following remedies, as applicable (i) all rights to foreclose against any real or personal property or other security by exercising a power of sale granted under Credit Documents or under applicable law or by judicial foreclosure and sale, including a proceeding to confirm the sale; (ii) all rights of self-help including peaceful occupation of real property and collection of rents, set-off (subject to Section 9.7(c)), and peaceful possession of personal property; and (iii) obtaining provisional or ancillary remedies including injunctive relief, sequestration, garnishment, attachment, appointment of receiver and filing an involuntary bankruptcy proceeding.  Preservation of these remedies does not limit the power of an arbitrator to grant similar remedies that may be requested by a party in a Dispute.

          (c)     The parties hereto agree that they shall not have a remedy of punitive or exemplary damages against the other in any Dispute and hereby waive any right or claim to punitive or exemplary damages they have now or which may arise in the future in connection with any Dispute whether the Dispute is resolved by arbitration or judicially.

          (d)     By execution and delivery of this Agreement, each of the parties hereto accepts, for itself and in connection with its properties, generally and unconditionally, the non-exclusive jurisdiction relating to any arbitration proceedings conducted under the Arbitration Rules in Charlotte, North Carolina and irrevocably agrees to be bound by any final judgment rendered thereby in connection with this Agreement from which no appeal has been taken or is available.

          (a)     to the extent such information is public when received by such Person or becomes public thereafter due to the act or omission of any party other than such Person;

          (b)     to the extent such information is lawfully and independently obtained from a source other than the Borrower or any of its Subsidiaries and such Person neither knows or has reason to know that such information from such source is subject to an obligation of confidentiality or, if such information is subject to an obligation of confidentiality, that disclosure of such information is permitted;

          (c)     to counsel, auditors, accountants or agents retained by any such Person or any Affiliates of any such Person provided they agree to keep such information confidential as if such Person or Affiliate were party to this Agreement and to financial institution regulators, including examiners of any Lender or the Administrative Agent in the course of examinations of such Persons;

          (d)     in connection with any litigation or the enforcement or preservation of the rights of the Administrative Agent or any Lender under the Credit Documents; provided, however, that in connection with such litigation or enforcement or preservation of rights, the Administrative Agent and Lenders at Borrower’s cost and expense (i) shall use all reasonable efforts to preserve the confidentiality of all information (including any information relating to the business of the Borrower or any of its Subsidiaries) which, in the hands of any competitor of the Borrower or any Subsidiary would reasonably be expected to be competitively damaging to the Borrower or such Subsidiary, and (ii) shall support any effort of the Borrower to intervene in any non-governmental third party litigation or other proceeding to oppose any disclosure of information relating to the Borrower or its Subsidiaries  or to seek protective measures minimizing any such disclosure;  provided, further, there shall be no duty of confidentiality referenced in the preceding subsection (i) or obligation to support an intervention in such litigation by the

Borrower as referenced in the preceding subsection (ii) unless, in each case, the Administrative Agent and the Lenders (as applicable) believe their respective positions in any such litigation would not be compromised or hindered in any way by the actions described in such subsections (i) and/or (ii);

          (e)     to the extent required by any applicable statute, rule or regulation or court order (including without limitation by way of subpoena) or pursuant to the request of any regulatory or Governmental Authority having jurisdiction over any such Person;  provided, however, that such Person at the Borrower’s cost and expense (i) shall endeavor (if not otherwise prohibited by law) to so notify the Borrower prior to any disclosure made pursuant to this clause (e), except that no such person shall be subject to any liability whatsoever for any failure to notify the Borrower and (ii) to the extent customary and reasonable within the financial institutions industry shall support the Borrower in any effort to intervene in any proceeding or before any such regulatory or Governmental  Authority to oppose any such disclosure or to seek protective measures minimizing any such disclosure;  provided, further, there shall be no obligation to support an intervention in such proceeding by the Borrower as referenced in the preceding subsection (ii) unless, in each case, the Administrative Agent and the Lenders (as applicable) believe their respective positions in any such litigation would not be compromised  or hindered in any way by the actions described in such subsection (ii);

          (f)     the Administrative Agent may disclose such information to the Lenders; or

          (g)     to the extent disclosure to other financial institutions or other Persons is appropriate in connection with any proposed or actual assignment by any of the Lenders of interests in this Agreement and any Revolving Note to such other financial institutions (to the extent permitted by this Agreement) so long as such financial institution or other Person first agrees in writing to hold such information in confidence in accordance with the foregoing provisions of this Section 9.17.

BORROWER:

▇▇▇▇▇▇▇ CORPORATION

By:

Name:

Title:

AGENT:

WACHOVIA BANK, NATIONAL ASSOCIATION,

in its capacity as Administrative Agent

By:

Name:

Title:

LENDERS:

WACHOVIA BANK, NATIONAL ASSOCIATION

By:

Name:

Title:

BRANCH BANKING & TRUST COMPANY

By:

Name:

Title:

REGIONS BANK

By:

Name:

Title:

RBC CENTURA

By:

Name:

Title:

BANK OF AMERICA, N.A.

By:

Name:

Title:

▇▇▇▇▇▇ ▇.▇.

By:

Name:

Title:

JPMORGAN CHASE BANK, N.A.

By:

Name:

Title:

[______________________]

ABA Routing Number [_______]

Account #[__________]

▇▇▇▇▇▇▇ CORPORATION

By:

Name:

Title:

Letter of Credit Number

Amount

Type

Issuance

Expiration

Beneficiary

LC968-085767

14,275,000.00

Standby

6/3/2002

5/1/2007

Travelers Indemnity

SM421127

5,725,000.00

Standby

5/21/2002

5/1/2007

US Fidelity & Guaranty

SM215780

1,000,000.00

Standby

9/13/2005

10/9/2006

China Construction Bank

SM211327

290,400.00

Standby

12/14/2004

4/12/2007

County of Union

SC100476

697,500.00

Standby

8/2/2005

2/19/2007

Radisson Seven Seas Cruises

IC014075

2,805.00

Trade

1/6/2006

▇/▇/▇▇▇▇

▇▇▇ ▇▇▇▇ ▇▇▇▇▇▇▇

▇▇▇▇▇▇▇▇

9,414.30

Trade

5/11/2006

8/10/2006

Vanson International

IC015902

33,217.80

Trade

5/10/2006

8/30/2006

I.J.K. Limited

IC015954

2,930,000.00

Trade

5/24/2006

1/20/2007

Yistunee Enterprise Co. Ltd.

IC016001

15,288.80

Trade

5/22/2006

8/10/2006

Emerald Innovations LLC

Lender

Revolving
Committed
Amount

Revolving
Commitment
Percentage

LOC
Committed Amount

LOC
Commitment
Percentage

Wachovia Bank, National Association

$

65,000,000

18.571428571

%

$

18,571,428.57

18.571428571

%

Branch Banking & Trust Company

$

62,500,000

17.857142857

%

$

17,857,142.85

17.857142857

%

Regions Bank

$

62,500,000

17.857142857

%

$

17,857,142.85

17.857142857

%

RBC Centura

$

40,000,000

11.428571428

%

$

11,428,571.42

11.428571428

%

Bank of America, N.A.

$

40,000,000

11.428571428

%

$

11,428,571.42

11.428571428

%

▇▇▇▇▇▇ ▇.▇.

$

40,000,000

11.428571428

%

$

11,428,571.42

11.428571428

%

JPMorgan Chase Bank, N.A.

$

40,000,000

11.428571428

%

$

11,428,571.42

11.428571428

%

Total:

$

350,000,000.00

100.00

%

$

100,000,000.00

100.00

%

(1)

Total Amount of Revolving Loans

$____________

(2)

Amount of (1) to be allocated to LIBOR Rate Loans

$____________

(3)

Amount of (1) to be allocated to LIBOR Market Index Rate Loans.

$____________

(4)

Amount of (1) to be allocated to Alternate Base Rate Loans.

$____________

(5)

Interest Periods and amounts to be allocated thereto in respect of the LIBOR Rate Loans referenced in (2) (amounts must total (2)):

(i)

one month.

$____________

(ii)

two months

$____________

(iii)

three months

$____________