Unassociated Document


    
       

      EXHIBIT
        10.1(b)

    

    
 


     

    CAL-MAINE
      FOODS, INC.

     

    CAL-MAINE
      PARTNERSHIP, LTD.

     

    SERIES
      A
      SECURED NOTES DUE SEPTEMBER 1, 2014

     

    PPN:
      12803# AC 4

     

    SERIES
      B
      SECURED NOTES DUE SEPTEMBER 1, 2014

     

    PPN:
      12803# AB 6

     

    SERIES
      C
      SECURED NOTES DUE SEPTEMBER 1, 2014

     

    PPN:
      12803# AD 2

     

     

      
        

      

    

     

     

    AMENDED
      AND RESTATED

     

    SECURED
      NOTE PURCHASE AGREEMENT

     

     

    
      
        

      

    

     

    DATED
      AS
      OF SEPTEMBER 30, 2003

     

     

     

    
      
        
        

      

      
        
        

        
          

        

      

      
        
        

      

    

    


    AMENDED
      AND RESTATED SECURED NOTE PURCHASE AGREEMENT

     

    AMENDED
      AND RESTATED SECURED NOTE PURCHASE AGREEMENT,
      dated
      as of September 30, 2003, between CAL-MAINE
      FOODS, INC.,
      a
      Delaware corporation (together with its successors and assigns, the
“Company”),
      and
CAL-MAINE
      PARTNERSHIP, LTD.,
      a Texas
      limited partnership (together with its successors and assigns, the “Partnership”
and
      with the Company, the “Borrowers”)
      and
      the institutional investors identified on Annex
      1
      (whether
      one or more, the “Purchasers”).

     

    RECITALS

     

    The
      Borrowers and the Purchasers are parties to that certain Secured Note Purchase
      Agreement dated as of September 28, 1999 (the “Existing
      Agreement”)
      pursuant to which the Purchasers purchased Series A Senior Secured Notes of
      the
      Borrowers in the original aggregate principal amount of $9,101,337.11 (the
      “Series
      A Notes”)
      and
      Series B Senior Secured Notes of the Borrowers in the original aggregate
      principal amount of $16,000,000 (the “Series
      B Notes”),
      and
      collectively with the Series A Notes, the “Existing
      Notes”).

     

    The
      Borrowers desire, upon and subject to the terms and conditions of this
      Agreement, to sell to the Purchasers and the Purchasers are willing to purchase
      Series C Senior Secured Notes in the aggregate principal amount of $5,000,000
      (the “Series
      C Notes”,
      and
      collectively with the Existing Notes, the “Secured
      Notes”),
      and
      the holders of the Existing Notes, the Purchasers and the Borrowers desire
      to
      amend and restate the Existing Agreement to extend the maturity date of, and
      amend the interest rate applicable to outstanding principal on, the Series
      A
      Notes and to amend certain covenants of the Borrowers.

     

    AGREEMENT

     

    NOW,
      THEREFORE, it is agreed:

     

    1  AUTHORIZATION;
      RANKING

     

    A.  Authorization
      of Issue of the Series C Notes.
      The
      Borrowers will authorize, as joint and several co-makers, the issue and sale
      of
      their Series C Notes in the aggregate principal amount of $5,000,000, each
      to be
      dated the date of issue, and to be repaid and to bear interest as provided
      herein. The Series C Notes shall be in the form of Exhibit
      A.

     

    B.  Ranking.
      The
      Secured Notes will constitute the direct senior obligations of the Borrowers
      and
      will rank not less than pari passu in priority of payment with each other and
      with all other outstanding Debt of the Borrowers, present or future, except
      to
      the extent such other Debt is preferred as a result of being secured (but only
      to the extent such security is not prohibited by paragraph
      6B
      and then
      only to the extent of such security) or as a matter of law.

     


    
      
        
        

      

      
        
        

        
          

        

      

      
        
        

      

    

     

    C.  Interest
      on the Secured Notes.
      The
      unpaid principal amount of the Secured Notes owing to each Holder shall accrue
      interest at the rates, time and manner set forth below.

     

    
      	(i)  	
              Rate
                of Interest.

            


    

     

    
      	
            	(a)	
              Each
                Series A Note shall bear interest on the unpaid principal amount
                thereof
                from the date issued through the Closing Date at the rate of 7.64%
                per
                annum and thereafter through maturity (whether by prepayment, acceleration
                or otherwise) at the rate of 7.06% per annum.

            


    

     

    
      	
            	(b)	
              Each
                Series B Note shall bear interest on the unpaid principal amount
                thereof
                from the date issued through maturity (whether by prepayment, acceleration
                or otherwise) at the rate of 8.26% per
                annum.

            


    

     

    
      	
            	(c)	
              Each
                Series C Note shall bear interest on the unpaid principal amount
                thereof
                from the date issued through maturity (whether by prepayment, acceleration
                or otherwise), at the rate of 6.87% per
                annum.

            


    

     

    
      	(ii)  	
              Post-Maturity
                Interest.
                Any principal payments on the Secured Notes not paid when due and,
                to the
                extent permitted by applicable law, any interest payment on the Secured
                Notes or Make Whole Amount on the Secured Notes not paid when due,
                in each
                case whether at stated maturity, by notice of pre-payment, by acceleration
                or otherwise, shall thereafter bear interest payable upon demand
                at a rate
                per annum
                (the “Default
                Rate”)
                equal to the lesser of:

            


    

     

    
      	
            	a)	
              
                the
                  highest rate allowed by applicable law;
                  or

              

            


    

     

    
      	
            	b)	
              
                
                  the
                    annual interest rate then applicable to principal outstanding
                    under such
                    Secured Note and not then overdue plus
                    2%.

                

              

            


    

     

    
      	(iii)  	
              Computation
                of Interest.
                Interest on the Secured Notes shall be computed on the basis of a
                360-day
                year and twelve 30-day months. In computing interest on the Secured
                Notes,
                the date of the issuance of the Secured Notes shall be included and
                the
                date of payment shall be excluded.

            


    

     

    2  PURCHASE
      AND SALE OF THE SECURED NOTES; CLOSING; EFFECT

     

    A.  Purchase
      and Sale of the Secured Notes.
      The
      Existing Notes were sold and purchased on September 28, 1999 pursuant to the
      Existing Agreement. Subject to the terms and conditions of this Agreement,
      the
      Borrowers shall sell to each Purchaser, and each Purchaser shall purchase from
      the Borrowers, Series C Notes in the principal amount specified below such
      Purchaser’s name in Annex
      1,
      at a
      price equal to 100% of such principal amount registered in such Purchaser’s name
      or that of the Purchaser’s nominee or nominees as specified in Annex
      1.
      Notwithstanding the foregoing, each Purchaser’s obligations under this Agreement
      are several and not joint obligations and no Purchaser shall have any obligation
      or liability for the performance or non-performance by any other Purchaser
      of
      such other Purchaser’s obligations under this Agreement.

     


    
      
        
        

      

      
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    B.  Closing.
      The
      purchase and sale of the Series C Notes shall take place at the offices of
      Sullivan & Worcester LLP, One Post Office Square, Boston, Massachusetts
      02109, at a closing (the “Closing”)
      to be
      held on September 30, 2003 or on such other Business Day as the Purchasers
      and
      the Borrowers may agree (the “Closing
      Date”).
      At
      the Closing the Borrowers will deliver to each Purchaser the Series C Notes
      to
      be purchased by it, against payment of the purchase price therefore by transfer
      of immediately available funds to the Borrowers in accordance with the wiring
      instructions set forth on Annex
      2.

     

    C.  Effect
      of Amendment and Restatement.
      This
      Agreement amends and restates the continuing obligations of the Borrowers under
      the Existing Agreement. Nothing in this Agreement, however, is intended to
      waive
      any failure by any Borrower to have complied with all the terms and provisions
      of the Existing Agreement and the other Transaction Documents (as such term
      is
      defined in the Existing Agreement) as they were in effect from time to time
      prior to the Closing Date or to waive of any Event of Default (as such term
      is
      defined in the Existing Agreement) existing as of the Closing Date. Further,
      nothing in this Agreement is intended to impair the rights of any Holder to
      be
      reimbursed for any costs and expenses or be indemnified by any Borrower pursuant
      to the terms of the Existing Agreement and any other Transaction Document (as
      such term is defined in the Existing Agreement) as in effect at the time such
      rights arose. 

     

    3  CONDITIONS
      OF CLOSING

     

    The
      Borrowers’ obligation to sell the Series C Notes is subject to the Purchasers
      having purchased all the Series C Notes at the Closing. Each Purchaser’s
      obligation to purchase and pay for its Series C Notes is subject to the
      fulfillment to its satisfaction or its written waiver, on or before the Closing
      Date, of the following conditions:

     

    A.  Charter
      and Proceedings.
      On or
      before the Closing Date, the Charter and By-laws of the Company and the
      constituting documents of the Partnership, the Transaction Documents and all
      documents incidental hereto and thereto shall be reasonably satisfactory in
      form
      and substance to the Purchasers, and the Purchasers shall have received the
      following items, each of which shall be in form and substance reasonably
      satisfactory to the Purchasers and, unless otherwise noted, dated the Closing
      Date, and in sufficient copies (except for the Series C Notes), for each
      Purchaser:

     


    
      
        
        

      

      
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      	(i)  	
              Certified
                copies of resolutions of the board of directors of the Company (on
                its own
                behalf and as the general partner of the Partnership) approving this
                Agreement, the Series C Notes to be issued, and the other Transaction
                Documents, and of all documents evidencing other necessary corporate
                action and governmental and other third party approvals and consents,
                if
                any, with respect to this Agreement, the Series C Notes to be issued,
                and
                each other Transaction Document.

            


    

     

    
      	(ii)  	
              A
                copy of the Certificate of Organization of the Company and each amendment
                thereto, certified (as of a date reasonably near the Closing Date)
                by the
                Secretary of State of Delaware as being a true and correct copy thereof
                and a copy of the Certificate of Limited Partnership of the Partnership
                and each amendment thereto, certified (as of a date reasonably near
                the
                Closing Date) by the Secretary of State of Texas as being a true
                and
                correct copy thereof.

            


    

     

    
      	(iii)  	
              A
                copy of a certificate of the Secretary of State of Delaware, dated
                within
                10 Business Days prior to the Closing Date certifying that the Company
                is
                in good standing under the laws of State of Delaware and a copy of
                a
                certificate of the Secretary of State of Texas, dated within 10 Business
                Days prior to the Closing Date certifying that the Partnership is
                in good
                standing under the laws of State of
                Texas.

            


    

     

    
      	(iv)  	
              A
                copy of a certificate of the Secretary of State of each state listed
                on
                Schedule
                8A,
                dated reasonably near the Closing Date, stating that the Company
                and the
                Partnership (to the extent applicable) are duly qualified and in
                good
                standing in such state and have filed all annual reports required
                to be
                filed to the date of such
                certificate.

            


    

     

    
      	(v)  	
              An
                Officers’ Certificate attested to by the secretary or an assistant
                secretary of the Company, (and the statements made in such certificate
                shall be true on and as of the Closing Date) certifying on behalf
                of the
                Company, individually and as general partner of the Partnership,
                as to (a)
                the absence of any amendments to the Certificate of Organization
                of the
                Company or Certificate of Limited Partnership of the Partnership
                since the
                date of the Secretary of State certificates referred to in clause
                (ii)
                above, (b) a true and correct copy of the By-laws of the Company
                and the
                Agreement of Limited Partnership of the Partnership, each as in effect
                on
                the Closing Date, (c) the absence of any proceeding for the dissolution
                or
                liquidation of the Company or the Partnership, (d) as to the matters
                set
                forth in paragraph
                3D,
                and (e) the absence of any event occurring and continuing, or resulting
                from the Closing, that constitutes a Default or an Event of
                Default.

            


    

     


    
      
        
        

      

      
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      	(vi)  	
              An
                Officers’ Certificate attested to by the secretary or an assistant
                secretary of the Company certifying the names and true signatures
                of the
                officers of the Company authorized to sign on behalf of the Company,
                in
                its own capacity and as general partner of the Partnership this Agreement,
                the Series C Notes, each other Transaction Document and the other
                documents to be delivered hereunder and
                thereunder.

            


    

     

    
      	(vii)  	
              Originals
                of this Agreement and the Series C Notes to be issued to each Purchaser
                at
                the Closing executed by an authorized officer of the
                Company.

            


    

     

    
      	(viii)  	
              An
                Officers’ Certificate, in form and substance reasonably satisfactory to
                the Purchasers, attesting to the Solvency of the Company, the Partnership
                and the Consolidated Group immediately before and immediately after
                giving
                effect to consummation of the transactions contemplated by this
                Agreement.

            


    

     

    B.  Opinion
      of Borrowers’ Counsel.
      The
      Purchasers shall have received a favorable opinion, dated the Closing Date
      and
      addressed to them, from Young, Williams, Henderson & Fuselier, P.A., counsel
      to the Borrowers and local counsel to the Purchasers in Tennessee, Ohio and
      Kentucky, covering the matters set forth in Exhibit
      B
      and such
      other matters as any Purchaser or Special Counsel may reasonably request and
      otherwise in form and substance reasonably acceptable to the Purchasers. To
      the
      extent that the opinions referred to in this paragraph
      3B are
      rendered in reliance upon the opinion of any other counsel, the Purchasers
      shall
      have received a copy of the opinion of such other counsel, dated the Closing
      Date and addressed to them, or a letter from such other counsel, dated the
      Closing Date and addressed to them, authorizing them to rely on such other
      counsel’s opinion. The opinions of counsel to the Borrowers, local counsel and
      any such other counsel shall be in form and substance reasonably satisfactory
      to
      the Purchasers and Special Counsel.

     

    C.  Opinion
      of Purchasers’ Special Counsel.
      The
      Purchasers shall have received from Special Counsel an opinion satisfactory
      to
      them as to such matters incident to the transactions contemplated by this
      Agreement as they may reasonably request.

     

    D.  Representations
      and Warranties and Compliance.
      The
      representations and warranties contained in paragraph
      8
      shall be
      true on and as of the Closing Date after giving effect to the issue and sale
      of
      the Series C Notes (and application of the proceeds as contemplated by
paragraph
      5I);
      no
      Default or Event of Default (as such terms are defined in the Existing
      Agreement) under the Existing Agreement and no Default or Event of Default
      under
      this Agreement shall have occurred or be continuing; and the Borrowers shall
      have performed and complied with all agreements and conditions contained in
      this
      Agreement required to be performed or complied with by them at or prior to
      the
      Closing. 

     


    
      
        
        

      

      
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    E.  Purchase
      Permitted by Applicable Laws.
      The
      offering, issuance, purchase and sale of and payment for, the Series C Notes
      on
      the Closing Date on the terms and conditions of this Agreement (including the
      use of the proceeds of such sale) shall be permitted by the laws and regulations
      of each jurisdiction to which a Purchaser is subject, without recourse to
      provisions (such as Section 1405(a)(8) of the New York Insurance Law) permitting
      limited investments by life insurance Company without restriction as to the
      character of the particular investment, shall not violate any applicable law
      or
      governmental regulation (including, without limitation, section 5 of the
      Securities Act or Regulation T, U or X of the Board of Governors of the Federal
      Reserve System) and shall not subject any Purchaser to any tax, penalty,
      liability or other condition adverse to it under or pursuant to any applicable
      law or governmental regulation, and the Purchasers shall have received such
      certificates or other evidence as to matters of fact as they may reasonably
      request to enable them to determine whether such purchase is so
      permitted.

     

    F.  Private
      Placement Numbers.
      Private
      Placement Numbers shall have been assigned to the Notes by Standard & Poor’s
      CUSIP Service Bureau.

     

    G.  Sale
      of all Series C Notes.
      The
      Borrowers shall have sold to each other Purchaser, and each other Purchaser
      shall have purchased, the Series C Notes to be purchased by it as set forth
      in
Annex
      1.

     

    H.  Consent
      of Other Persons.
      The
      Borrowers shall have received all authorizations, consents and approvals
      necessary in connection with the transactions contemplated by this Agreement,
      including those identified in Schedule
      8L,
      in form
      and substance satisfactory to the Purchasers.

     

    I.  Appointment
      of Agent for Service of Process.
      The
      Purchasers shall have received written evidence satisfactory to them that CT
      Corporation has been appointed by the Borrowers as their agent for service
      of
      process in the Commonwealth of Massachusetts and that CT Corporation has agreed
      to provide the Purchasers with not less than 30 days prior notice of any
      termination of such appointment.

     

    J.  Payment
      of Special Counsel Fees.
      Without
      limiting the provisions of paragraph
      11A,
      the
      Borrowers shall have paid the reasonable fees, charges and disbursements of
      Special Counsel and Purchasers’ local counsel (which may include a reasonable
      reserve for anticipated fees and expenses) to the extent reflected in a
      statement of Special Counsel and such local counsel rendered to the Borrowers
      at
      or before the Closing.

     

    K.  Other
      Transaction Documents.
      The
      Borrowers shall have each (i) executed and delivered (a) an Amended and Restated
      Security Agreement in the form of Exhibit
      C
      (the
“Security
      Agreement”),
      an
      Amended and Restated Mortgage in the form of Exhibit
      D-1
      on the
      real property owned by such Borrower in Ohio and described therein, an Amended
      and Restated Mortgage in the form of Exhibit
      D-2
      on the
      real property owned by such Borrower in Kentucky and described therein, and
      an
      Amended and Restated Deed of Trust in the form of Exhibit
      D-3
      on the
      real property owned by such Borrower in Tennessee and described therein
      (collectively, the “Mortgages”),
      and
      an Amended and Restated Assignment of Leases and Rents in the form of
Exhibit
      E
      (the
“Assignment
      of Leases and Rents”)
      to
      secure the Secured Notes and the other obligations of the Borrowers under this
      Agreement and the other Transaction Documents with a first priority Lien on
      the
      Collateral; (b) the Amended and Restated Collateral Agency Agreement in the
      form
      of Exhibit
      F
      (the
“Collateral
      Agency Agreement”)
      and
      (c) an amended and restated indemnification agreement in favor of the
      Purchasers, with respect to environmental and similar matters affecting the
      Land
      in the form of Exhibit
      G
      (the
“Indemnity”);
      and
      (ii) executed and filed and/or recorded such financing statements, mortgages
      or
      other instruments, and taken all such other actions and delivered all such
      other
      instruments as are required to perfect and/or maintain the priority of the
      security interests granted in the Security Documents and (iii) delivered or
      caused to be delivered (a) title insurance policies in standard ALTA form or
      such other standard forms prescribed for use in the relevant state and from
      a
      title company as are reasonably satisfactory to the Purchasers, ensuring that
      the Liens granted by the Mortgages on the Land in favor of the Secured Notes
      as
      first priority Liens subject only to such exceptions as are acceptable to the
      Purchasers in their sole discretion and (b) certified copies of Requests for
      Information (Form UCC-11) or equivalent reports, listing the financing
      statements referred to in clause
      (ii)
      of this
paragraph
      3K
      (the
“Financing
      Statements”)
      and
      all other effective financing statements which name either Borrower (under
      its
      present name, any previous names and any trade names) as debtor and which are
      filed in the jurisdictions in which the Financing Statements have been filed
      or
      in which a financing statement against such party would be required to be filed
      in order to be effective, together with copies of such other financing
      statements (none of which shall cover the Collateral purported to be covered
      by
      the Security Documents).

     


    
      
        
        

      

      
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    L.  Environmental
      and Zoning Status.
      The
      environmental and zoning status of the Land shall be satisfactory in all
      respects to the Purchasers and the Borrowers shall have provided to the
      Purchasers such reports, analyses and opinions with respect thereto as the
      Purchasers shall reasonably request, including, without limitation, opinions
      of
      counsel, Phase 1 Environmental Audits and ALTA form surveys as of a date which
      is satisfactory to the Purchasers.

     

    M.  Appraisals.
      Purchasers shall have received copies of appraisals of the Collateral in form
      and substance satisfactorily to the Purchasers and reflecting that the aggregate
      principal amount of the Secured Notes to be outstanding immediately after the
      Closing is not more than 70% of the aggregate value of the Land and any
      improvements and fixtures thereon.

     

    N.  Subsidiary
      Guaranties.
      Each
      Subsidiary (other than the Partnership) shall have executed an Amended and
      Restated Subsidiary Guaranty in the form of Exhibit
      H
      (collectively, the “Subsidiary
      Guaranties”)
      guaranteeing the obligations of the Borrowers hereunder and under the Secured
      Notes, accompanied by copies of the organizational documents of such Subsidiary
      and corporate resolutions (or equivalent) authorizing such Guaranty, in each
      case certified as true and correct by an appropriate officer of such
      Subsidiary.

     


    
      
        
        

      

      
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    4  PREPAYMENT
      AND REPAYMENT

     

    The
      Secured Notes may be prepaid only under the circumstances set forth in
paragraph
      4A
      and
      shall be repaid in accordance with paragraphs
      4C,
      4D
      and 4I
      upon any
      acceleration of final maturity as provided in paragraph
      7B.

     

    A.  Optional
      Prepayment of Secured Notes at Any Time.
      The
      Borrowers may prepay the Secured Notes, in full, or in part in multiples of
      $1,000,000 on any date. Prepayments of the principal of any Secured Notes shall
      be made together with (a) interest accrued on the principal amount being prepaid
      to the Settlement Date and (b) the Make Whole Amount.

     

    B.  Notice
      of Optional Prepayment.
      The
      Borrowers shall give each Holder irrevocable written notice of any prepayment
      to
      be made pursuant to paragraph
      4A
      at least
      30 days and not more than 60 days prior to the Settlement Date
      specifying:

     

    
      	(i)  	
              the
                series of Secured Note being
                prepaid;

            


    

     

    
      	(ii)  	
              the
                Settlement Date and the Called Principal of the Secured Notes of
                such
                series held by each such Holder;

            


    

     

    
      	(iii)  	
              that
                such prepayment is to be made pursuant to paragraph
                4A;
                and

            


    

     

    
      	(iv)  	
              an
                estimate of the Make Whole Amount payable on the Called Principal
                of such
                Holder’s Secured Notes (calculated as if the date of such notice were the
                date of prepayment), together with the details of such
                computation.

            


    

     

    Upon
      the
      giving of such notice, the Called Principal of Secured Notes of the identified
      series, together with interest accrued thereon to the Settlement Date and the
      Make Whole Amount shall become due and payable on the Settlement Date. Not
      later
      than the close of business on the second Business Day prior to the Settlement
      Date, the Borrowers shall deliver to each Holder an Officers’ Certificate
      setting forth in detail the calculations used in determining whether a Make
      Whole Amount is payable on such prepayment and the amount of such Make Whole
      Amount.

     

    C.  Scheduled
      Repayment of Secured Notes.

     

    
      	(i)  	
              With
                respect to the Series A Notes, (a) on October 1, 1999, the Borrowers
                repaid $56,656.04 in aggregate principal amount together with all
                then
                accrued interest on the Series A Notes; and (b) on the first day
                of each
                month commencing November 1, 1999 through and including September
                1, 2003,
                the Borrowers paid installments of principal and interest each in
                the
                amount of $114,601.22. Subject to paragraph 4E
                below, (a) on October 1, 2003 the Borrowers will pay an installment
                of
                principal and interest in the amount of $114,601.22 and (b) on the
                first
                day of each month thereafter, through and including September 1,
                2014, the
                Borrowers will pay equal installments of principal and interest in
                an
                amount which would, at the rate of interest set pursuant to paragraph
                1C(i)(a),
                fully amortize the outstanding principal of the Series A Notes as
                of the
                Closing Date in 180 monthly installments. In any event, on September
                1,
                2014 the Borrowers shall repay in full all unpaid principal and accrued
                interest on the Series A Notes.

            


    

     


    
      
        
        

      

      
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      	(ii)  	
              With
                respect to the Series B Notes, subject to paragraph
                4E
                below, the Borrowers shall (a) on the first day of each month through
                and
                including December 1, 2003, commencing September 1, 1999, pay all
                then accrued interest on the Series B Notes and (b) on the first
                day of
                each month commencing January 1, 2004, through and including September
                1,
                2014, pay equal installments of principal and interest in an amount
                which
                would, based on the rate of interest set forth in paragraph
                1C(i)(b),
                fully amortize the then outstanding principal of the Series B Notes
                as of
                December 1, 2003 in 180 monthly installments (which amount, if no
                prepayments of the Series B Notes have then been made, would equal
                $155,315.55 in the aggregate for all Series B Notes). In any event,
                on
                September 1, 2014 the Borrowers shall repay in full all unpaid principal
                and accrued interest on the Series B Notes.


            


    

     

    
      	(iii)  	
              With
                respect to the Series C Notes, subject to paragraph
                4E
                below, the Borrowers shall (a) on the first day of October, 2003
                pay all
                then accrued interest on the Series C Notes and (b) on the first
                day of
                each month through and including September 1, 2014, commencing November
                1,
                2003, pay equal installments of principal and interest in an amount
                which
                would, at the rate of interest set pursuant to paragraph
                1C(i)(c),
                fully amortize the outstanding principal of the Series C Notes as
                of the
                Closing Date in 180 monthly installments. In any event, on September
                1,
                2014 the Borrowers shall repay in full all unpaid principal and accrued
                interest on the Series C Notes.

            


    

     

    D.  Prepayment
      of Secured Notes Upon a Change of Control.
      The
      Borrowers shall give written notice (a “Change
      of Control Notice”)
      to
      each Holder not less than 30 nor more than 60 days prior to the occurrence
      of
      any event which may reasonably be expected to result in a Change of Control,
      or
      if the Borrowers have no knowledge that such an event is to occur until less
      than 30 days prior thereto, or until after the occurrence thereof, then as
      promptly as practicable, but in no event more than 5 days after a Borrower
      first
      acquires knowledge that such an event is definitely going to occur or has
      occurred. The Change of Control Notice shall identify the event, the reason
      why
      such event may result in or has resulted in a Change of Control and the Persons
      involved, and shall include such financial and other information as is available
      to the Borrowers or which may be obtained by the Borrowers with reasonable
      effort that would be reasonably necessary for a Holder to make an informed
      decision as to whether to elect to require prepayment of its Secured Notes
      under
      this paragraph
      4D
      and
      shall set forth the proposed effective date for, or if the Change of Control
      has
      occurred, the actual date, of such Change of Control. Any Holder, by giving
      written notice to the Borrowers of such election (an “Election
      Notice”)
      not
      later than 5 Business Days prior to the effective date of such Change of
      Control, if the Change of Control Notice is given at least 30 days prior to
      such
      effective date, and otherwise not later than 30 days after the Change of Control
      Notice is given, shall have the option to require the Borrowers to prepay all
      of
      its Secured Notes at 100% of the principal amount thereof plus interest accrued
      thereon to the Settlement Date and the Make Whole Amount. Once given, any
      Election Notice may be revoked, by notice, given at any time up to the last
      date
      an Election Notice could have been given with respect to the Change of Control
      Notice. If the proposed terms of a Change of Control change substantially,
      or if
      any other event which may result in a Change of Control may or has occurred,
      the
      Borrowers shall give each Holder a revised Change of Control Notice and each
      Holder shall then have another opportunity to elect to require prepayment of
      its
      Secured Notes under this paragraph
      4D
      by
      delivering to the Borrowers a new Election Notice or to revoke, by written
      notice to the Borrowers, any prior Election Notice, not later than 30 days
      following the date such revised Change of Control Notice is given. The
      prepayment of a Holder’s Secured Notes pursuant to this paragraph
      4D
      shall
      occur on the later of (a) the effective date of such Change of Control or (b)
      5
      Business Days following the date such Holder’s Election Notice is given.
      Notwithstanding the foregoing, no prepayment or early redemption shall be
      required pursuant to this paragraph
      4D
      unless a
      Change of Control occurs or has occurred.

     


    
      
        
        

      

      
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    Not
      later
      than the close of business on the second Business Day prior to the Settlement
      Date of a prepayment under this paragraph
      4D,
      the
      Borrowers shall deliver to the Holder of each Secured Note to be prepaid an
      Officers’ Certificate stating whether a Make Whole Amount is payable in
      connection with such prepayment and setting forth in detail the calculations
      used in making such determination.

     

    If
      the
      Borrowers fail to give a Change of Control Notice and a Change of Control
      occurs, or fail to give a proper Change of Control Notice as to a Change of
      Control which has occurred, any Holder may, at any time after the occurrence
      of
      such Change of Control, without waiver of any right on the part of the Holder
      to
      accelerate its Secured Notes pursuant to paragraph
      7B,
      require
      the Borrowers, on demand pursuant to this paragraph
      4D,
      to
      prepay all of such Holder’s Secured Notes at 100% of the principal amount
      thereof plus accrued interest to the Settlement Date and the Make Whole
      Amount.

     

    E.  Payments
      Pro Rata; Application of Payments.
      Upon any
      partial prepayment of the Secured Notes pursuant to paragraph
      4A
      and any
      scheduled repayment of the Secured Notes pursuant to paragraph
      4C,
      such
      payments shall be applied first to accrued interest on the series of Secured
      Notes to which such payment applies and then to repayment of principal of such
      series. The accrued interest paid and the principal amount so prepaid or repaid
      plus the Make Whole Amount shall be allocated among the Holders in proportion
      to
      respective outstanding principal amounts of the series of Secured Notes held
      by
      them to which such prepayment or scheduled repayment applies. All partial
      prepayments of principal made to the Holders in respect of the Secured Notes
      shall be applied to the obligations of the Borrowers to make the scheduled
      payments required by paragraph
      4C
      in
      inverse order of maturity. 

     


    
      
        
        

      

      
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    F.  Retirement
      of Secured Notes.
      The
      Borrowers shall not, and shall not permit any of their Affiliates to, prepay
      or
      otherwise retire any Secured Notes in whole or in part, prior to its stated
      maturity (other than by prepayment pursuant to paragraph
      4A or
      4D,
      scheduled repayment pursuant to paragraph
      4C or
      upon
      acceleration of final maturity pursuant to paragraph
      7B),
      or
      purchase or otherwise acquire, directly or indirectly, any Secured Notes held
      by
      any Holder unless the Borrowers or such Affiliate shall have offered to prepay
      or otherwise retire, purchase, redeem or otherwise acquire, as the case may
      be,
      the same proportion of the aggregate outstanding principal amount of Secured
      Notes of the same series held by each other Holder at the time outstanding
      upon
      the same terms and conditions. Any such offer shall provide each Holder with
      sufficient information to enable it to make an informed decision with respect
      to
      such offer, and shall remain open for at least 10 Business Days. If the Required
      Holders accept such offer, the Borrowers shall promptly notify the remaining
      Holders of such fact and the expiration date for the acceptance by Holders
      of
      such offer shall be extended by the number of days necessary to give each such
      Holder at least 10 Business Days from its receipt of such notice to accept
      such
      offer. No Secured Notes so prepaid or otherwise retired or purchased or
      otherwise acquired by either Borrower or any of their Affiliates shall
      thereafter be reissued or deemed to be outstanding for any purpose under this
      Agreement.

     

    G.  Manner
      of Payment.

     

    
      	(i)  	
              Manner
                of Payment.
                The Borrowers shall pay all amounts payable with respect to each
                Secured
                Note (without any presentment of such Secured Note, unless such payment
                is
                the final payment thereon, in which case the original of the Secured
                Note
                shall be delivered to the Borrowers), and without any notation of
                such
                payment being made thereon, by crediting, by federal funds bank wire
                transfer, the account of the Holder thereof in any bank in the United
                States of America as may be designated in writing by such Holder,
                or in
                such other manner or to such other address in the United States of
                America
                as may be reasonably designated in writing by such Holder. Absent
                subsequent notice from a Purchaser, Annex
                1
                shall be deemed to constitute designation by the Purchasers to the
                Borrowers with respect to payments to be made to the Purchasers on
                their
                Secured Notes. In the absence of a written designation by a Holder,
                all
                amounts payable with respect to each Secured Note held by such Holder
                shall be paid by check mailed and addressed to the applicable Holder
                at
                such Holder’s Home Office. All payments of principal and interest and fees
                hereunder and under the Secured Notes by the Borrowers shall be made
                without defense, set-off or
                counterclaim.

            


    

     


    
      
        
        

      

      
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      	(ii)  	
              Payments
                Due on Holidays.
                If
                any payment due on, or with respect to, any Secured Note shall fall
                due on
                a day other than a Business Day, then such payment shall be made
                on the
                first Business Day following the day on which such payment was due;
                provided that if all or any portion of such payment shall consist
                of a
                payment of interest, for purposes of calculating such interest, such
                payment shall be deemed to have been originally due on such first
                following Business Day, such interest shall accrue and be payable
                to (but
                not including) the actual date of payment, and the amount of the
                next
                succeeding interest payment shall be adjusted
                accordingly.

            


    

     

    
      	(iii)  	
              Payments,
                When Received.
                Any payment to be made to the Holders hereunder or under the Secured
                Notes
                shall be deemed to have been made on the Business Day such payment
                actually becomes available at such Holder’s bank prior to the close of
                business of such bank, provided
                that interest for one (1) day at the non-default interest rate of
                the
                Secured Notes shall be due on the amount of any such payment that
                actually
                becomes available to such Holder at such Holder’s bank after 1:00 pm
                (local time of such bank).

            


    

     

    H.  Taxes. 

     

    
      	(i)  	
              Any
                and all payments by the Borrowers hereunder or under the Secured
                Notes
                shall be made free and clear of and without deduction for any and
                all
                present or future Taxes and all liabilities with respect thereto,
                excluding, (A) in the case of each Holder, net income taxes that
                are
                imposed by the United States and net income taxes (or franchise taxes
                imposed in lieu thereof) that are imposed on such Holder by the state
                or
                foreign jurisdiction under the laws of which such Holder is organized
                or
                any political subdivision thereof, (B) in the case of each Holder,
                net
                income taxes (or franchise taxes imposed in lieu thereof) that are
                imposed
                on such Holder by the state or foreign jurisdiction of such Holder’s
                applicable Home Office or any political subdivision thereof and (C)
                in the
                case of any Holder that becomes a party after the Closing Date, any
                taxes
                imposed by the United States solely by reason of the organization
                or
                incorporation of such Holder outside the United States (all such
                Taxes and
                liabilities other than those excluded in clauses
                (A), (B)
                and (C)
                being referred to as “Covered
                Taxes”).
                If a Borrower shall be required by law to deduct any Covered Taxes
                from or
                in respect of any sum payable hereunder or under any Secured Note
                to any
                Holder, (i) the sum payable shall be increased as may be necessary
                so that
                after making all required deductions (including deductions applicable
                to
                additional sums payable under this paragraph
                4H)
                such Holder receives an amount equal to the sum it would have received
                had
                no such deductions been made, (ii) the Borrowers shall make such
                deductions and (iii) the Borrowers shall pay the full amount deducted
                to
                the relevant taxation authority or other authority in accordance
                with
                applicable law.

            


    

     


    
      
        
        

      

      
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      	(ii)  	
              In
                addition, the Borrowers shall pay any present or future stamp,
                documentary, excise, property or similar Taxes that arise from or
                in
                connection with or as a result of the issuance of the Secured Notes,
                any
                payment made hereunder or in respect of the Secured Notes or the
                execution, delivery or registration of, performing under, or otherwise
                with respect to, this Agreement or the Secured Notes, or any modification,
                waiver or amendment of this Agreement, the Secured Notes or any other
                Transaction Document (“Other
                Taxes”).

            


    

     

    
      	(iii)  	
              The
                Borrowers shall indemnify each Holder for the full amount of Taxes
                and
                Other Taxes, and for the full amount of Covered Taxes imposed by
                any
                jurisdiction on amounts payable under this paragraph
                4H,
                imposed on or paid by such Holder and any liability (including penalties,
                additions to tax, interest and expenses) arising therefrom or with
                respect
                thereto, whether or not such Covered Taxes were correctly or legally
                imposed. This indemnification shall be made within thirty (30) days
                from
                the date such Holder makes written demand on the Borrowers specifying
                in
                reasonable detail the basis
                therefore.

            


    

     

    
      	(iv)  	
              Within
                thirty (30) days after the date of any payment of Covered Taxes or
                Other
                Taxes, the Borrowers shall furnish to the subject Holder a copy of
                the
                original receipt, certified as true and correct by a Senior Officer.
                If
                the Borrowers determine that no Covered Taxes or Other Taxes are
                payable
                in respect thereof, the Borrowers shall furnish, or shall cause such
                payor
                to furnish, to the Holders an opinion of counsel or other reasonably
                satisfactory evidence stating that such payment is exempt from Covered
                Taxes or Other Taxes.

            


    

     

    I.  Make
      Whole Amount.
      The
      Borrowers acknowledge that the Make Whole Amount due at any optional or required
      prepayment of its Secured Notes (including any prepayment required pursuant
      to
      any provision of this paragraph
      4 or
      upon
      acceleration of final maturity under paragraph
      7B)
      has
      been negotiated with the Purchasers to provide a bargained for rate of return
      on
      the Purchasers’ investment in the Secured Notes and is not a
      penalty.

     

    5  AFFIRMATIVE
      COVENANTS

     

    A.  Financial
      and Other Reporting by the Borrowers.
      The
      Borrowers will deliver to each Holder:

     


    
      
        
        

      

      
        -13-

        
          

        

      

      
        
        

      

    


     

    
      	(i)  	
              as
                soon as practicable, and in any event not more than 30 days after
                the end
                of each Fiscal Quarter (except the last fiscal quarter of each Fiscal
                Year), the unaudited consolidated (and consolidating) balance sheet
                of the
                Consolidated Group as at the end of such quarterly period and the
                related
                unaudited consolidated (and consolidating) statements of income and
                retained earnings and of cash flows of the Consolidated Group for
                such
                quarterly period and for the Fiscal Year to date, setting forth,
                in each
                case in comparative form, figures for the corresponding period(s)
                in the
                preceding Fiscal Year, all in reasonable detail and in accordance
                with
                GAAP, and certified by the chief accounting officer or chief financial
                officer of the Company as fairly presenting the financial condition
                of the
                Consolidated Group as at the dates indicated and the results of its
                operations and cash flows, in each case for the periods indicated,
                in
                conformity with GAAP (except as disclosed in such certificate) with
                any
                changes in accounting policies discussed in reasonable detail, subject
                to
                changes resulting from year-end adjustments not material in scope
                or
                amount; provided
                that delivery within the time period specified above of copies of
                the
                Company’s Quarterly Report on Form 10-Q prepared in compliance with the
                requirements therefore and filed with the SEC shall be deemed to
                satisfy
                the requirements of this paragraph
                5A(i);

            


    

     

    
      	(ii)  	
              as
                soon as practicable, and in any event not more than 90 days, after
                the end
                of each Fiscal Year, the consolidated (and consolidating) balance
                sheet of
                the Consolidated Group as of the end of such year and the related
                consolidated (and consolidating) statements of income and retained
                earnings and of cash flows of the Consolidated Group for such year,
                and
                setting forth in each case in comparative form, corresponding figures
                for
                the preceding Fiscal Year, all in reasonable detail and in accordance
                with
                GAAP, and accompanied by an opinion thereon of the Approved Auditor,
                which
                opinion shall be without limitation as to the scope of the audit
                and shall
                state that such financial statements present fairly in all material
                respects, the consolidated financial condition of the Consolidated
                Group
                as at the dates indicated and the results of their consolidated operations
                and cash flows for the periods indicated in conformity with GAAP
                (except
                as otherwise specified in such report) and that the audit by such
                accountants in connection with such financial statements has been
                made in
                accordance with generally accepted auditing standards and provides
                a
                reasonable basis for such opinion; provided
                that the delivery within the time period specified above of the Company’s
                Annual Report on Form 10-K for such fiscal year (together with the
                Company’s annual report to shareholders, if any, prepared pursuant to Rule
                14a-3 under the Exchange Act) prepared in accordance with the requirements
                therefore and filed with the SEC shall be deemed to satisfy the
                requirements of this paragraph
                5A(ii);

            


    

     


    
      
        
        

      

      
        -14-

        
          

        

      

      
        
        

      

    

     

     

    
      	(iii)  	
              together
                with each delivery of financial statements of the Consolidated Group
                pursuant to paragraphs
                5A(i) and 5A(ii),
                a
                certificate of the chief financial officer of the Company (a) stating
                that
                he/she has reviewed the terms of the Transaction Documents and has
                made,
                or caused to be made under his/her supervision, a review in reasonable
                detail of the transactions and condition of the Consolidated Group
                during
                the fiscal period covered by such financial statements and that such
                review has not disclosed the existence during or at the end of such
                fiscal
                period, of any Default or Event of Default or, if any such Default
                or
                Event of Default existed or exists, specifying the nature and period
                of
                existence thereof and what action the Borrowers have taken or are
                taking
                or propose to take with respect thereto; (b) demonstrating (if applicable,
                with computations in reasonable detail) compliance by the Borrowers
                with
                the provisions of paragraph
                6A;
                (c) analyzing the principal changes in the results of operations
                of the
                Consolidated Group for such Fiscal Year or Fiscal Quarter from the
                results
                of operations of the Consolidated Group for the immediately preceding
                Fiscal Year or Fiscal Quarter;
                and (d) identifying in reasonable detail the amount and type of Restricted
                Payments and Restricted Investments made during the fiscal period
                covered
                by such financial statements.

            


    

     

    
      	(iv)  	
              together
                with each delivery of financial statements pursuant to paragraph
                5A(ii),
                a
                certificate by the Approved Auditor stating (a) that their audit
                examination has included a review of the terms of the Transaction
                Documents as they relate to accounting matters and that such review
                is
                sufficient to enable them to make the statement referred to in
                clause
                (c)
                below, (b) whether, in the course of their audit examination, there
                has
                been disclosed the existence during the Fiscal Year covered by such
                financial statements (and whether they have knowledge of the existence
                as
                of the date of such accountants’ certificate) of any condition or event
                which constitutes a Default or Event of Default under paragraph
                7A
                and if during their audit examination there has been disclosed (or
                if they
                have knowledge of) such a condition or event, specifying the nature
                and
                period of existence thereof (it being understood, however, that such
                accountants shall not be liable to any Person by reason of their
                failure
                to obtain knowledge of any Default or Event of Default which would
                not be
                obtained in the course of an audit conducted in accordance with generally
                accepted auditing standards), and (c) that based on their annual
                examination nothing came to their attention which causes them to
                believe
                that the information contained in the certificate of the chief financial
                officer of the Company delivered therewith pursuant to paragraph
                5A(iii)
                is
                not correct or that the matters set forth in such certificate are
                not
                stated in accordance with the terms of this
                Agreement;

            


    

     


    
      
        
        

      

      
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      	(v)  	
              promptly
                after receipt thereof by a Borrower, copies of all management letters,
                if
                any, submitted to such Borrower by independent public accountants
                in
                connection with each annual, interim or special audit of the books
                of the
                Consolidated Group;

            


    

     

    
      	(vi)  	
              promptly
                after any Senior Officer obtains actual knowledge (a) of any Default
                or
                Event of Default, (b) that any Holder has given notice to a Borrower
                or
                taken any other action with respect to a claimed Default or Event
                of
                Default under this Agreement, or (c) that any Person has given any
                notice
                to a Borrower or any Subsidiary or taken any other action with respect
                to
                a claimed default or event or condition of the type referred to in
                paragraph
                7A(ii),
                an Officers’ Certificate specifying the nature and period of existence of
                any such Default or Event of Default, or specifying the notice given
                or
                action taken by such Holder or Person and the nature of such claimed
                Default, Event of Default, event or condition, and what action the
                Borrowers have taken, are taking or propose to take with respect
                thereto;

            


    

     

    
      	(vii)  	
              promptly,
                and in any event within 5 days after any Senior Officer obtains knowledge
                of any of the following, a written notice setting forth the nature
                thereof
                and the action, if any, that the Borrowers or any ERISA Affiliate
                proposes
                to take with respect thereto:

            


    

     

    
      	(viii)  	
              with
                respect to any Plan, any “reportable event” (as defined in section 4043(b)
                of ERISA) for which notice thereof has not been waived pursuant to
                regulations of the DOL or “prohibited transaction” (as such term is
                defined in section 406 of ERISA or section 4975 of the IRC) in connection
                with any Plan or any trust created thereunder;
                or

            


    

     

    
      	(ix)  	
              the
                taking by the PBGC of steps to institute, or the threatening by the
                PBGC
                of the institution of, proceedings under section 4042 of ERISA for
                the
                termination of, or the appointment of a trustee to administer, any
                Plan,
                and any distress termination notice delivered to the PBGC under section
                4041 of ERISA in respect of any Plan, and any determination of the
                PBGC in
                respect thereof;

            


    

     

    
      	(x)  	
              the
                placement of any Multiemployer Plan in reorganization status under
                Title
                IV of ERISA, any Multiemployer Plan becoming “insolvent” (as such term is
                defined in section 4245 of ERISA) under Title IV of ERISA, or the
                whole or
                partial withdrawal of a Borrower or any ERISA Affiliate from any
                Multiemployer Plan and the withdrawal liability incurred in connection
                therewith; or

            


    

     


    
      
        
        

      

      
        -16-

        
          

        

      

      
        
        

      

    


     

    
      	(xi)  	
              any
                event, transaction or condition that could reasonably be expected
                to
                result in the incurrence of any liability by a Borrower or any ERISA
                Affiliate, or the imposition of any Lien on any of the rights, properties
                or assets of a Borrower or any ERISA Affiliate, pursuant to Title
                I or IV
                of ERISA or the penalty or excise tax provisions of the Code relating
                to
                employee benefit plans, if such liability or Lien, taken together
                with any
                other such liabilities or Liens then existing, could reasonably be
                expected to have a Material Adverse
                Effect;

            


    

     

    
      	(xii)  	
              promptly
                after transmission thereof, copies of all financial statements, proxy
                statements, notices and reports as the Company shall send or make
                available to its stockholders or debtholders and copies of all
                registration statements (with exhibits), prospectuses and all periodic
                reports which it files with the SEC or any stock exchange and of
                all press
                releases and other statements made available generally by the Company
                to
                the public concerning material developments and (b) promptly after
                receipt
                thereof, copies of any reports, statements and notices the Company
                may
                receive in accordance with Section 13(d) or 14(d) of the Exchange
                Act or
                the rules and regulations of any stock
                exchange;

            


    

     

    
      	(xiii)  	
              promptly
                after transmission thereof, copies of all such financial statements,
                notices, certificates and reports as a Borrower shall send to any
                other
                lender or group of lenders in connection with, and after the occurrence
                of, any event or condition which results in, or which, with notice
                or the
                passage of time, could result in, the occurrence of any event or
                condition
                of the type referred to in paragraph
                7A(ii)
                with respect to the Debt owed to such lender or group of lenders
                or;

            


    

     

    
      	(xiv)  	
              promptly
                after the commencement of any action or proceeding relating to a
                Borrower
                or any Subsidiary in any court or before any Governmental Authority
                or
                arbitration board or tribunal as to which there is a reasonable
                possibility of an adverse determination and that, if adversely determined,
                could reasonably be expected to have a Material Adverse Effect, a
                notice
                specifying the nature and period of existence thereof and what action
                the
                Borrowers have taken, are taking or propose to take with respect
                thereto;
                and

            


    

     

    
      	(xv)  	
              with
                reasonable promptness, such other information and data with respect
                to the
                Borrowers or the Consolidated Group or relating to the ability of
                the
                Borrowers or any Subsidiary to perform their obligations under the
                Transaction Documents as may from time to time be reasonably requested
                by
                any Holder.

            


    

     


    
      
        
        

      

      
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    B.  Information
      Required by Rule 144A.
      The
      Borrowers will, upon the request of any Holder, provide to such Holder, and
      any
      Qualified Institutional Buyer designated by such Holder, such financial and
      other information as such Holder may reasonably determine to be necessary in
      order to permit compliance with the information requirements of Rule 144A in
      connection with a resale or proposed resale of any Secured Note.

     

    C.  Inspection
      of Property.
      Each
      Borrower will permit the representatives of any Holder to visit and inspect
      any
      of its properties or any of its Subsidiaries, to examine all their respective
      books of account, records, reports and other papers, to make copies and extracts
      therefrom, and to discuss their respective affairs, finances and accounts with
      their respective officers, employees and independent public accountants (and
      by
      this provision each Borrower authorizes said accountants to discuss the finances
      and affairs of such Borrower and its Subsidiaries) all at such reasonable times
      and as often as may be reasonably requested in advance. At all times during
      which there exists a Default or Event of Default, any reasonable out-of-pocket
      expenses incurred by the Holders in connection with this paragraph
      5C
      shall be
      paid in accordance with paragraph
      11A.

     

    D.  Existence,
      Etc.
      Except
      as otherwise specifically permitted by this Agreement, each Borrower will,
      and
      will cause each Subsidiary to, at all times preserve and keep in full force
      and
      effect its existence as a corporation, and rights and franchises material to
      its
      business, and qualify and maintain its qualification to do business and good
      standing in any jurisdiction where the failure to do so individually or in
      the
      aggregate would have a Material Adverse Effect.

     

    E.  Payment
      of Taxes and Claims.

     

    
      	(i)  	
              Each
                Borrower will, and will cause each Subsidiary to, file all Tax returns
                required to be filed in any jurisdiction and pay all Taxes shown
                to be due
                and payable on such returns and all other Taxes imposed upon it or
                any of
                the Consolidated Group’s properties or assets or in respect of any of the
                Consolidated Group’s franchises, business, income, sales and services, or
                profits when the same become due and payable, but in any event before
                any
                penalty or interest accrues thereon, and all claims (including, without
                limitation, claims for labor, services, materials and supplies) for
                sums
                which have become due and payable and which have or might become
                a Lien
                upon any of its properties or assets, provided,
                that no such Tax or claim need be paid if (a) it is being actively
                contested in good faith by appropriate proceedings and if reasonable
                reserves or other appropriate provision, if any, as shall be required
                by
                GAAP shall have been made therefore, and (b) the failure to pay such
                Tax
                or claim is not expected, if such contest were adversely determined,
                to
                have a Material Adverse Effect.

            


    

     


    
      
        
        

      

      
        -18-

        
          

        

      

      
        
        

      

    


     

    
      	(ii)  	
              Neither
                Borrower will consent to or permit the filing of or be a party to
                any
                consolidated income tax return on its behalf or on behalf of any
                of its
                Subsidiaries with any Person (other than a consolidated return that
                includes solely the Borrowers and their
                Subsidiaries).

            


    

     

    F.  Compliance
      with Laws, Etc.
      Each
      Borrower will, and will cause each Subsidiary to, comply with all applicable
      laws, rules, regulations and orders of any Governmental Authority to which
      it is
      subject, and obtain and maintain in effect all licenses, certificates, permits,
      franchises and other governmental authorizations necessary to the ownership
      of
      its properties or to the conduct of its businesses, in each case to the extent
      necessary to reasonably ensure that non-compliance with such laws, ordinances
      or
      governmental rules or regulations or failures to obtain or maintain in effect
      such licenses, permits, franchises and other governmental authorizations in
      the
      aggregate do not, and could not reasonably be expected to, have a Material
      Adverse Effect.

     

    G.  Maintenance
      of Properties and Leases.
      Each
      Borrower will, and will cause each Subsidiary to, maintain, in good repair
      and
      working order and condition (other than ordinary wear and tear and obsolescence
      excepted) all properties used in the Consolidated Group’s business (except to
      the extent the failure to so maintain, repair and keep in good working order
      does not, and is not expected to, have a Material Adverse Effect), and from
      time
      to time make or cause to be made all appropriate repairs, renewals,
      replacements, additions and improvements thereof as needed and comply in all
      material respects with the provisions of all leases or licenses under which
      it
      leases or licenses any such properties.

     

    H.  Insurance.
      Each
      Borrower will, and will cause each Subsidiary to, maintain, with financially
      sound and reputable insurers, insurance with respect to its properties and
      business of such types and in such forms and amounts (including deductibles,
      co-insurance and self-insurance if adequate reserves are maintained with respect
      thereto) and against such risks as is reasonable and prudent in the
      circumstances and as are customarily insured against by Persons of established
      reputation engaged in the same or similar business and similarly situated and
      shall, in any event, maintain the insurance required by the Security
      Documents.

     

    I.  Use
      of Proceeds.
      Each
      Borrower will use the proceeds it receives from the sale of the Secured Notes
      only as set forth on Schedule
      5I
      and for
      working capital, and not for any purpose which would violate any applicable
      law
      or governmental regulation or which is otherwise prohibited under paragraph
      8J.

     

    J.  Environmental
      Compliance and Indemnification.
      Each
      Borrower will, and will cause each Subsidiary to, (a) obtain and maintain all
      permits, licenses, and other authorizations that are required of it under all
      Environmental Laws other than those which the failure to obtain or maintain
      individually or in the aggregate do not, and could not reasonably be expected
      to
      have, a Material Adverse Effect, and (b) comply with all terms and conditions
      of
      all such permits, licenses, and authorizations and with all other limitations,
      restrictions, conditions, standards, prohibitions, requirements, obligations,
      schedules, and timetables contained in all Environmental Laws or in any
      regulation, ordinance or code applicable to it any, plan, order, decree,
      judgment, injunction, notice, or demand letter issued, entered, promulgated,
      or
      approved thereunder directly applicable to it, except to the extent of
      noncompliance which, in the aggregate, does not, and could not reasonably be
      expected to, have a Material Adverse Effect, and (c) operate all property owned
      or leased by it such that no claims or obligations, including clean-up
      obligations, which in the aggregate, have, or could reasonably be expected
      to
      have, a Material Adverse Effect, shall arise under any Environmental Law, and
      if
      any claim is made against it or any such obligation shall arise under any
      Environmental Law, it shall at its own cost and expense, timely satisfy such
      claim or obligation, provided no such claim or obligation need be satisfied
      for
      so long as (1) it is being actively contested in good faith by appropriate
      proceedings, (2) such reserves or other appropriate provision, if any, as shall
      be required by GAAP shall have been made therefore and (3) no Lien shall attach
      to any such property as a result of the failure to satisfy such claim or
      obligation.

     


    
      
        
        

      

      
        -19-

        
          

        

      

      
        
        

      

    


     

    K.  Maintenance
      of Books and Records.
      Each
      Borrower will, and will cause each Subsidiary to: (i) keep proper records and
      books of account with respect to its business activities in which proper entries
      are made in the ordinary course of all dealings or transactions of or in
      relation to its business and affairs; (ii) set up on its books adequate reserves
      with respect to all Taxes, assessments, charges, levies and claims; and (iii)
      set up on its books reserves against doubtful accounts receivable, advances
      and
      all other proper reserves (including reserves for depreciation, obsolescence
      or
      amortization of its property). All determinations pursuant to this paragraph
      5K
      shall be
      made in accordance with, or as required by, GAAP in order to fairly reflect
      all
      of the Consolidated Group’s financial transactions. Notwithstanding the
      foregoing, the Borrowers and their Subsidiaries may make adjustments and changes
      in the manner in which their books and records are kept, provided,
      that:

     

    
      	(i)  	
              all
                such adjustments and changes shall be required or permitted by GAAP,
                but
                need not conform with the prior accounting practice of such Borrower
                or
                such Subsidiary or its predecessor;

            


    

     

    
      	(ii)  	
              each
                Holder shall be given written notice of all such changes or adjustments
                together with the financial statements required by subparagraph
                5A(i)
                for the Fiscal Quarter in which such change occurred, and together
                with
                the financial statements required by subparagraph
                5A(ii),
                a
                year-end listing and description of all such changes and adjustments
                and
                the effect thereof by the chief financial officer of the
                Company;

            


    

     

    
      	(iii)  	
              the
                financial covenants and ratios set forth in paragraph
                6A
                shall continue to be calculated without regard to such adjustments
                or
                changes unless and until the Required Holders have consented thereto;
                and

            


    

     


    
      
        
        

      

      
        -20-

        
          

        

      

      
        
        

      

    


     

    
      	(iv)  	
              the
                Company may not change its Fiscal Year unless and until the Required
                Holders have consented thereto.

            


    

     

    L.  Subsidiary
      Guaranties.
      Each
      Borrower will cause each Subsidiary hereafter existing to guaranty the
      obligations of the Borrowers hereunder and under the Secured Notes by executing
      and delivering to each Holder contemporaneously with the organization or
      acquisition of such Subsidiary, a Subsidiary Guaranty accompanied by copies
      of
      the organizational documents of such Subsidiary and corporate resolutions (or
      equivalent) authorizing such transaction, in each case certified as true and
      correct by an appropriate officer of such Subsidiary and such opinions of
      counsel with respect thereto as the Required Holders reasonably
      request.

     

    M.  Payment
      of Trade Payables.
      Each
      Borrower will, and will cause each Subsidiary to, pay all Trade Payables in
      accordance with industry practice, but not later than 90 days after their due
      dates; provided
      no such
      Trade Payable need be paid so long as (a) it is being actively contested in
      good
      faith by appropriate proceedings and if reasonable reserves or other appropriate
      provision, if any, as shall be required by GAAP shall have been made therefore,
      and (b) the failure to pay such Trade Payable does not have a Material Adverse
      Effect or result in a Lien on any of the Collateral.

     

    N.  Additional
      Agreements; Post-Closing Items.
      Each
      Borrower will, and will cause each Subsidiary to, do all such acts, and will
      execute and deliver to the Holders all such security agreements, pledges,
      mortgages, financing statements, certificates, and other instruments and will
      obtain all such governmental authorizations and other consents and approvals
      and
      will do or cause to be done all such other things as is required to confirm,
      perfect, or secure the priority of, the interest of the Holders in the
      Collateral or as the Holders may reasonably request from time to time in order
      to give full force and effect to the Security Documents and to secure the
      Holders’ rights thereunder. The Borrowers also agree to provide the Holders, at
      the time of acquisition, with a mortgage on any real property acquired by the
      Borrowers or any of their Subsidiaries after the Closing Date, substantially
      on
      the same terms and conditions as the Mortgages as in effect on the Closing
      Date,
      subject only to Liens permitted pursuant to paragraph
      6B(i)(a).
      The
      Borrowers agree to provide the Purchasers on or before October 31, 2003 with
      an
      opinion of Texas counsel, in form and substance reasonably satisfactory to
      them,
      confirming the due authorization, execution and delivery of the Transaction
      Documents by the Partnership.

     

    6  NEGATIVE
      COVENANTS

     

    A.  Financial
      Covenants.
      For as
      long as any of the Secured Notes are outstanding, the Borrowers will
      not:

     


    
      
        
        

      

      
        -21-

        
          

        

      

      
        
        

      

    


     

    
      	(i)  	
              Limitation
                on Total Funded Debt.
                Permit, as of the last day of any Fiscal Quarter, the ratio of
                Consolidated Funded Debt to Consolidated Capitalization to be greater
                than:

            


    

     

    
      	
            	(a)	
              From
                the Closing until and including February 27, 2004, 0.70 to
                1.00;

            


    

     

    
      	
            	(b)	
              After
                February 27, 2004 until and including November 29, 2004, 0.65 to
                1.00;
                and

            


    

     

    
      	
            	(c)	
              After
                November 29, 2004, 0.60 to 1.00.

            


    

     

    
      	(ii)  	
              Current
                Ratio.
                Permit, as of the last day of any Fiscal Quarter, the ratio of
                Consolidated Current Assets to Consolidated Current Liabilities (excluding
                deferred taxes) to be less than 1.25 to
                1.00.

            


    

     

    
      	(iii)  	
              Consolidated
                Tangible Net Worth.
                Permit, as of the last day of any Fiscal Quarter, Consolidated Tangible
                Net Worth to be less than (a) from the Closing until and including
                February 27, 2004, $53,000,000, (b) after February 27, 2004, until
                and
                including May 29, 2004, $60,000,000 and (c) after May 29, 2004, the
                sum of
                $60,000,000 plus, if a positive number, 45% of Consolidated Net Income
                for
                Fiscal Year 2005 and each Fiscal Year thereafter and 100% of any
                Equity
                Sale Proceeds.

            


    

     

    
      	(iv)  	
              Consolidated
                Cash Flow Coverage Ratio.
                Permit, as of the last day of any Fiscal Quarter, the ratio of (a)
                Consolidated Operating Cash Flow, to (b) Consolidated Fixed Charges,
                to be
                less than 1.25 to 1.00. 

            


    

     

    
      	(v)  	
              Consolidated
                Capital Expenditure to Depreciation Ratio.
                Permit, as of the last day of any Fiscal Quarter, a ratio of (a)
                the
                aggregate Consolidated Capital Expenditures for the four Fiscal Quarters
                then ended to (b) the aggregate Consolidated Depreciation for such
                four
                Fiscal Quarters, to be exceed 1.00 to
                1.00.

            


    

     

    B.  Liens
      and Other Restrictions.

     

    
      	(i)  	
              Liens.
                The Borrowers will not, and will not permit any Subsidiary to create,
                assume or suffer to exist any Lien on its properties or assets, whether
                now owned or hereafter acquired, or upon any income or profits therefrom
                or proceeds of dispositions thereof, or transfer any property for
                the
                purpose of subjecting the same to the payment of obligations in priority
                to the payment of its general creditors except
                for:

            


    

     


    
      
        
        

      

      
        -22-

        
          

        

      

      
        
        

      

    

     

    (a)  Liens
      on
      property not constituting the Collateral securing Debt otherwise permitted
      under
paragraph
      6H;

     

    (b)  Liens
      existing as of the date of this Agreement and described on Schedule
      6B(i);

     

    (c)  Liens,
      and other charges incidental to the conduct of their business, or the ownership
      of their property (including charges for Taxes or otherwise arising by operation
      of law, mechanics’, carriers’, workers’, repairmen’s, warehousers’ or other
      similar Liens), which are not incurred in connection with the borrowing of
      money
      or the securing of Debt, provided
      that, in
      each case, the obligation secured is not overdue or is being contested in good
      faith by appropriate actions or procedures promptly instituted and diligently
      conducted and such reserves as shall be required by GAAP shall have been made
      therefore and such Liens and charges in the aggregate do not have a Material
      Adverse Effect;

     

    (d)  Liens
      arising as a result of any judicial proceedings with respect to which the
      Borrowers shall then in good faith be actively prosecuting appeal or other
      appropriate proceedings for review and Liens arising from judgments or decrees
      not constituting a Default or Event of Default unless, in either case, such
      Lien
      remains undischarged, unstayed pending appeal, unbonded or undismissed for
      a
      period of 60 consecutive days and provided,
      in
      either case, such reserves as shall be required by GAAP shall have been made
      therefore and such Liens in the aggregate do not have a Material Adverse
      Effect;

     

    (e)  deposits
      or pledges to secure worker’s compensation, unemployment insurance, old age
      benefits or other social security obligations or retirement
      benefits;

     

    (f)  Liens
      arising out of deposits in connection with, or given to secure the performance
      of, bids, tenders, trade contracts not for the payment of money, or leases,
      or
      to secure statutory obligations or surety or appeal bonds, performance bonds
      or
      other pledges or deposits for purposes of like nature in the ordinary course
      of
      business;

     

    (g)  survey
      exceptions or encumbrances, easements or reservations, or rights of others
      for
      rights-of-way, utilities and other similar purposes, or zoning or other
      restrictions as to the use of real properties, which are necessary for the
      conduct of its activities or which customarily exist on properties of Persons
      engaged in similar activities and similarly situated and which do not in the
      aggregate have a Material Adverse Effect or materially interfere with the use
      of
      such real properties in the operation of the business of the Consolidated Group
      in the ordinary course; and

     


    
      
        
        

      

      
        -23-

        
          

        

      

      
        
        

      

    

     

    (h)  Liens
      on
      the Collateral created pursuant to the Security Documents.

     

    C.  Sales
      of Equity Interests by Subsidiaries.

     

    
      	(i)  	
              The
                Borrowers will not permit any Subsidiary to, issue, sell or otherwise
                dispose of, or part with control of, any of such Subsidiary’s own Equity
                Interests (other than directors’ qualifying shares) either directly or
                indirectly by the issuance of rights, options for securities convertible
                into or exchangeable for Equity Interests other than, in the case
                of a
                Subsidiary, to a Borrower or a Wholly-Owned Subsidiary of the
                Company.

            


    

     

    
      	(ii)  	
              The
                Borrowers will not, and will not permit any Subsidiary to, sell,
                transfer
                or otherwise dispose of any outstanding Equity Interests of another
                Subsidiary other than to a Borrower or a Wholly-Owned Subsidiary
                of the
                Company.

            


    

     

    D.  Merger
      and Sale of Assets.
      The
      Borrowers will not, and will not permit any Subsidiary to merge or consolidate
      with any other Person or sell, lease or transfer or otherwise dispose of its
      respective assets to any Person or Persons, except that:

     

    
      	(i)  	
              any
                Subsidiary may merge or consolidate with or sell, lease, transfer
                or
                otherwise dispose of all or any of its assets to the Company or a
                Wholly-Owned Subsidiary of the Company provided,
                that (a) the Company or such Wholly-Owned Subsidiary shall be the
                continuing or surviving corporation and (b) any acquiring or surviving
                Wholly-Owned Subsidiary is a corporation or another legal entity
                organized
                under the laws of, and having its principal place of business in,
                a state
                of the United States of America or the District of Columbia;
                and

            


    

     

    
      	(ii)  	
              the
                Borrowers and their Subsidiaries may sell inventory and surplus or
                obsolete equipment (other than Collateral) in the ordinary course
                of
                business.

            


    

     

    E.  Subsidiary
      Dividend and Other Restrictions.
      Other
      than this Agreement and the Transaction Documents, the Borrowers will not,
      and
      will not permit any Subsidiary to, enter into, or be otherwise subject to,
      any
      contract or agreement (including its charter) which limits the amount of, or
      otherwise imposes restrictions on the payment of, dividends by, or distributions
      on any securities of, any Subsidiary to a Borrower.

     

    F.  Transactions
      with Related Parties.
      The
      Borrowers will not, and will not permit any Subsidiary to, directly or
      indirectly, engage in any transaction or group of transactions (including,
      without limitation, the purchase, sale or exchange of assets or the payment
      of
      salary, bonuses and other compensation for services rendered) with any Related
      Party, except in the ordinary course of business pursuant to the reasonable
      requirements of its business and upon commercially reasonable terms which are
      no
      less favorable to it than those which might be obtained at arm’s length with a
      Person not a Related Party.

     


    
      
        
        

      

      
        -24-

        
          

        

      

      
        
        

      

    

     

    G.  Dividends;
      Restricted Payments and Restricted Investment.

     

    
      	(i)  	
              Neither
                the Borrowers nor any Subsidiary shall make, declare or incur any
                liability to make any Dividends after the Closing Date unless (a)
                no Event
                of Default or Default exists immediately before or immediately after
                making or declaring such Dividend or could otherwise be reasonably
                expected to result therefrom; (b) on a pro forma basis the Borrowers
                would
                be in compliance with their financial covenants set forth in paragraph
                6A;
                and (c) the aggregate amount of Dividends made in any Fiscal Year
                does not
                exceed $1,300,000.

            


    

     

    
      	(ii)  	
              Neither
                the Borrowers nor any Subsidiary shall make, declare or incur any
                liability to make any Restricted Payments or any Restricted Investment
                after the Closing Date unless (a) no Event of Default or Default
                exists
                immediately before or immediately after making or declaring such
                Restricted Payment or Restricted Investment or could otherwise be
                reasonably expected to result therefrom; (b) on a pro forma basis
                the
                Borrowers would be in compliance with their financial covenants set
                forth
                in paragraph
                6A;
                and (c) either (1) the aggregate amount of Restricted Payments and
                Restricted Investments (excluding the ADM Loan and Restricted Payments
                described in subclause (2) of this clause (c)) made in any Fiscal
                Year
                does not exceed $500,000 (or $1,000,000 if immediately after the
                making of
                any Restricted Payment or Restricted Investment in such Fiscal Year
                the
                ratio of Consolidated Funded Debt to Consolidated Capitalization
                is less
                than 0.60 to 1.00); or (2) such payments (x) are Restricted Payments
                made
                during the period August 1, 2004 through November 30, 2005 solely
                to
                redeem up to 2,000,000 shares of the Company’s Common Stock in open market
                purchases from Persons who are not Affiliates and (y) do not exceed
                $20,000,000 in the aggregate.

            


    

     

    
      	(iii)  	
              The
                Company may spend up to $16,500,000 to complete the Going Private
                Transaction provided the Company otherwise complies with subclauses
                (a)
                and (b) of clause (iii) in connection
                therewith.

            


    

     

    For
      the
      purpose of this paragraph
      6G,
      the
      value of a Restricted Investment which constitutes a liability (contingent
      or
      otherwise) shall be the maximum amount of such liability and any Restricted
      Payment or Restricted Investment made in property other than cash shall be
      valued at the fair market value thereof at the time of making such Restricted
      Payment or Restricted Investment as determined in good faith by the Company’s
      Board of Directors.

     


    
      
        
        

      

      
        -25-

        
          

        

      

      
        
        

      

    


     

    H.  Debt;
      Guaranties of Debt.

     

    
      	(i)  	
              The
                Borrowers will not, and will not permit any Subsidiary to, create,
                incur
                or assume any Debt after the Closing Date or issue any Equity Interest
                convertible or exchangeable into Debt of a Borrower or any Subsidiary
                unless (a) no Default or Event of Default has then occurred which
                is then
                continuing, (b) no Default or Event of Default would reasonably be
                anticipated to result therefrom, and (c) on a pro forma basis, after
                giving effect to the incurrence of such Debt, the Borrowers would
                be in
                compliance with their financial covenants set forth in paragraph
                6A.

            


    

     

    
      	(ii)  	
              The
                Partnership will not, and the Borrowers will not permit any other
                Subsidiary to, issue any Preferred Stock.


            


    

     

    I.  Compliance
      with ERISA.
      The
      Borrowers will not, and will not permit any ERISA Affiliate to:

     

    
      	(i)  	
              engage
                in any transaction in connection with which the Borrowers or any
                ERISA
                Affiliate could be subject to either a civil penalty assessed pursuant
                to
                section 502(i) of ERISA or a tax imposed by section 4975 of the Code,
                terminate or withdraw from any Plan (other than a Multiemployer Plan)
                in a
                manner, or take any other action with respect to any such Plan (including,
                without limitation, a substantial cessation of business operations
                or an
                amendment of a Plan within the meaning of section 4041(e) of ERISA),
                which
                could reasonably be expected to result in any liability to the PBGC,
                to a
                Plan, to a Plan participant, to the Department of Labor or to a trustee
                appointed under section 4042(b) or (c) of ERISA, incur any liability
                to
                the PBGC or a Plan on account of a withdrawal from or a termination
                of a
                Plan under section 4063 or 4064 of ERISA, incur any liability for
                post-retirement benefits under any and all welfare benefit plans
                (as
                defined in section 3(1) of ERISA), fail to make full payment when
                due of
                all amounts which, under the provisions of any Plan or applicable
                law, it
                is required to pay as contributions thereto, or permit to exist any
                accumulated funding deficiency, whether or not waived, with respect
                to any
                Plan (other than a Multiemployer Plan) other than such penalties,
                taxes,
                liabilities, failures or deficiencies which individually and in the
                aggregate do not, and are not reasonably expected to have in the
                future, a
                Material Adverse Effect;

            


    

     


    
      
        
        

      

      
        -26-

        
          

        

      

      
        
        

      

    


     

    
      	(ii)  	
              at
                any time permit the termination of any defined benefit pension plan
                intended to be qualified under section 401(a) and section 501(a)
                of the
                Code unless such plan is funded so that the value of all benefit
                liabilities upon the termination date does not exceed the then current
                value of all assets in such plan by an amount the payment of which
                would
                have a Material Adverse Effect; or

            


    

     

    
      	(iii)  	
              at
                any time permit the aggregate complete or partial withdrawal liability
                under Title IV of ERISA with respect to Multiemployer Plans incurred
                by
                the Consolidated Group and any ERISA Affiliate, or the aggregate
                liability
                under Title IV of ERISA incurred by the Consolidated Group and any
                ERISA
                Affiliate, to exceed an amount the payment of which would have a
                Material
                Adverse Effect.

            


    

     

    For
      the
      purposes of clause
      (iii)
      of this
paragraph
      6I,
      the
      amount of the withdrawal liability of the Consolidated Group and ERISA
      Affiliates at any date shall be the aggregate present value of the amounts
      claimed to have been incurred less any portion thereof as to which the Borrowers
      reasonably believe, after appropriate consideration of possible adjustments
      arising under subtitle E of Title IV of ERISA, that neither the Borrowers nor
      any ERISA Affiliate will have any liability, provided,
      that
      the Borrowers shall promptly obtain written advice from independent actuarial
      consultants supporting such determination. The Borrowers will (x) once in each
      calendar year, beginning in 2000, request and obtain a current statement of
      withdrawal liability from each Multiemployer Plan to which either of them or
      any
      ERISA Affiliate is or has been obligated to contribute and (y) transmit a copy
      of such statement to each Holder, within 15 days after the Borrowers receive
      the
      same. As used in this paragraph
      6I,
      the
      term “accumulated funding deficiency” has the meaning specified in section 302
      of ERISA and section 412 of the Code, the terms “present value” and “current
      value” have the meanings specified in section 3 of ERISA, the term “benefit
      liabilities” has the meaning specified in section 4001(a)(16) of ERISA and the
      term “amount of unfunded liabilities” has the meaning specified in section
      4001(18) of ERISA.

     

    J.  Line
      of Business.
      The
      Borrowers will not, and will not permit any Subsidiary to, engage in any
      business other than egg production and distribution, commercial dairy operations
      and feed sales.

     

    7  EVENTS
      OF DEFAULT

     

    A.  Events
      of Default.
      If any
      of the following events shall occur or conditions shall exist and be continuing
      for any reason whatsoever, and whether such occurrence or condition shall be
      voluntary or involuntary or come about or be effected by operation of law or
      otherwise, such occurrence or condition and continuance shall constitute an
      “Event
      of Default”:

     

    
      	(i)  	
              the
                Borrowers default in the payment of principal, interest or Make Whole
                Amount on any of the Secured Notes, whether by the terms thereof
                or
                otherwise as provided by the terms of this Agreement after the same
                shall
                become due and payable; or

            


    

     


    
      
        
        

      

      
        -27-

        
          

        

      

      
        
        

      

    


     

    
      	(ii)  	
              the
                Borrowers or any Subsidiary (a) defaults (whether as primary obligor
                or
                guarantor or surety) in any payment of principal of, premium, if
                any, or
                interest on any Debt, the outstanding principal amount of which exceeds
                $1,000,000 in the aggregate, beyond any period of grace provided
                with
                respect thereto, or (b) fails to perform or observe any other agreement,
                term or condition contained in any agreement under which such Debt
                is
                created (or if any other event thereunder or under any such agreement
                shall occur and be continuing) and the effect of such default or
                other
                event is to cause such Debt to become, or to cause or permit the
                holder or
                holders of such Debt (or a trustee on behalf of such holder or holders)
                to
                declare such Debt to be, due and payable or required to be redeemed
                or
                repurchased prior to any stated maturity or regularly scheduled dates
                of
                payment, or (c) as a consequence of the occurrence or continuation
                of any
                event or condition (other than the passage of time or the right of
                the
                holder of Debt to convert such Debt into equity interests), a Borrower
                or
                any Subsidiary has become obligated to purchase or repay or redeem
                an
                aggregate outstanding principal amount of $1,000,000 or more of Debt
                before its regular maturity or before its regularly scheduled dates
                of
                payment or redemption;

            


    

     

    
      	(iii)  	
              any
                representation or warranty made by a Borrower or any Subsidiary in
                any
                Transaction Document or in any writing furnished pursuant to a Transaction
                Document shall be false, incorrect or misleading in any material
                respect;
                or

            


    

     

    
      	(iv)  	
              a
                Borrower or any Subsidiary fails to perform or observe or comply
                with any
                covenant contained in paragraphs
                5D,
                5I,
                6A
                or
                6B;
                or

            


    

     

    
      	(v)  	
              (a)
                any Subsidiary Guaranty or any Security Document shall cease to be
                in full
                force and effect or shall be declared by a court or other Governmental
                Authority of competent jurisdiction to be void, voidable or unenforceable
                against such Subsidiary or (b) the validity or enforceability of
                any
                Subsidiary Guaranty against such Subsidiary shall be contested by
                such
                Subsidiary, a Borrower or any Related Party, or (c) any Subsidiary,
                a
                Borrower or any Related Party shall deny that such Subsidiary has
                any
                further liability or obligation under its Subsidiary Guaranty;
                or

            


    

     

    
      	(vi)  	
              a
                Borrower or any Subsidiary fails to perform or observe or comply
                with any
                other agreement, term or condition of any of the Transaction Documents
                and
                such failure shall not be remedied within 30 days of such failure;
                or

            


    

     

    
      	(vii)  	
              a
                Borrower voluntarily or involuntarily suspends or discontinues operation
                or liquidates all or substantially all of its assets;
                or

            


    

     


    
      
        
        

      

      
        -28-

        
          

        

      

      
        
        

      

    


     

    
      	(viii)  	
              a
                Borrower or any Subsidiary is generally not paying its debts as such
                debts
                become due or admits in writing that it is not able to pay its debts
                as
                such debts become due or otherwise becomes insolvent; or files, or
                consents by answer or otherwise to the filing against it of, a petition
                for relief or reorganization or arrangement or any other petition
                in
                bankruptcy, for liquidation or to take advantage of any bankruptcy
                or
                insolvency law of any jurisdiction; or makes an assignment for the
                benefit
                of its creditors; or consents to the appointment of a custodian,
                receiver,
                trustee or other officer with similar powers with respect to it or
                with
                respect to any substantial part of its property; or takes corporate
                action
                for the purpose of any of the foregoing;
                or

            


    

     

    
      	(ix)  	
              a
                petition for relief or reorganization or arrangement or any other
                petition
                in bankruptcy, for liquidation, dissolution or winding up of a Borrower
                or
                any Subsidiary or for the appointment of a custodian, receiver, trustee
                or
                other officer with similar powers with respect to it or with respect
                to
                any substantial part of its property to take advantage of any bankruptcy
                or insolvency law of any jurisdiction is filed against a Borrower
                or any
                Subsidiary without its consent or other acquiescence and such petition
                is
                not dismissed within 60 days or any holder of a Lien on all or
                substantially all of the assets of a Borrower or any Subsidiary take
                any
                action to foreclose on such Lien and such action remains unstayed
                and in
                effect for 60 days; or

            


    

     

    
      	(x)  	
              a
                Governmental Authority enters an order appointing a custodian, receiver,
                trustee or other officer with similar powers with respect to a Borrower
                or
                any Subsidiary or with respect to any substantial part of its property,
                or
                constituting an order for relief or approving a petition for relief
                or
                reorganization or any other petition in bankruptcy or for liquidation
                or
                to take advantage of any bankruptcy or insolvency law of any jurisdiction,
                or ordering the dissolution, winding-up or liquidation of a Borrower
                or
                any Subsidiary without its consent and such order remains unstayed
                and in
                effect for 60 days; or

            


    

     

    
      	(xi)  	
              a
                final judgment or judgments for the payment of money aggregating
                in excess
                of $1,000,000 (net of insurance) is rendered against Company or any
                Subsidiary and within 45 days of the entry thereof such judgment
                or
                judgments are not bonded or discharged or execution thereof stayed
                pending
                appeal, or within 45 days after the expiration of any such stay,
                such
                judgment or judgments are not discharged;
                or

            


    

     


    
      
        
        

      

      
        -29-

        
          

        

      

      
        
        

      

    

     

     

    
      	(xii)  	
              a
                Borrower or any Subsidiary is enjoined, prevented or otherwise prohibited
                from conducting its business by any order, decree, rule or regulation
                of
                any Governmental Authority.

            


    

     

    B.  Acceleration
      on Event of Default.

     

    
      	(i)  	
              Automatic.
                If
                any Event of Default specified in clauses
                (vii),
                (ix)
                or
                (x)
                of
                paragraph
                7A shall
                exist, all of the Secured Notes at the time outstanding shall
                automatically become immediately due and payable together with interest
                accrued thereon and the Make Whole Amount without presentment, demand,
                protest or notice of any kind, all of which are hereby expressly
                waived.

            


    

     

    
      	(ii)  	
              By
                Action of Holders.
                Subject to paragraph
                7C,
                if any Event of Default other than those specified in clauses
                (vii),
                (ix)
                or
                (x)
                of
                paragraph
                7A
                shall exist, the Required Holders may exercise any right, power or
                remedy
                permitted to such Holder or Holders by law, and shall have, in particular,
                without limiting the generality of the foregoing, the right, upon
                written
                notice to the Borrowers to declare the entire principal of, and all
                interest accrued and Make Whole Amount on, all the Secured Notes
                then
                outstanding to be immediately due and payable, without any presentment,
                demand, protest or other notice of any kind, all of which are hereby
                expressly waived.

            


    

     

    
      	(iii)  	
              Acceleration
                on Payment Default.
                During the existence of an Event of Default described in clause
                (i)
                of
                paragraph
                7A
                and irrespective of whether the Secured Notes then outstanding shall
                have
                become due and payable pursuant to clause
                (i)
                of
                this paragraph
                7B,
                any Holder who or which shall have not consented to any waiver with
                respect to such Event of Default may, at its option, by notice in
                writing
                to the Borrowers, declare the Secured Notes then held by such Holder
                to
                be, and such Secured Notes shall thereupon become, forthwith due
                and
                payable together with all interest accrued thereon and the Make Whole
                Amount thereon, without any presentment, demand, protest or other
                notice
                of any kind, all of which are hereby expressly
                waived.

            


    

     

    C.  Rescission
      of Acceleration.
      At any
      time after any Secured Note shall have been declared immediately due and payable
      pursuant to clause
      (ii)
      or
(iii)
      of
paragraph
      7B,
      the
      Holders of at least two-thirds of the principal amount of such series of Secured
      Notes at the time outstanding may, by written notice to the Borrowers, rescind
      and annul any such declaration with respect to such series of Secured Notes
      if
      (i) the Borrowers shall have paid all interest, principal and Make Whole Amount
      payable with respect to any such Secured Note which have become due otherwise
      than by reason of such declaration, including any interest on any such overdue
      interest, principal and Make Whole Amount, at the amount specified therein
      or
      otherwise in this Agreement, (ii) the Borrowers shall not have paid any amounts
      which have become due solely by reason of such declaration, (iii) all Events
      of
      Default and Defaults, other than non-payment of amounts which have become due
      solely by reason of such declaration, shall have been cured or waived pursuant
      to paragraph
      11B,
      and
      (iv) no judgment or decree shall have been entered for the payment of any
      amounts due pursuant to the Transaction Documents solely by reason of such
      declaration. Any such action by the Holders of at least two-thirds of the
      principal amount of such series of Secured Notes at the time outstanding shall
      be binding on all Holders of such series of Secured Notes. No such rescission
      or
      annulment shall extend to or affect any subsequent Default or Event of Default
      or impair any right arising therefrom.

     


    
      
        
        

      

      
        -30-

        
          

        

      

      
        
        

      

    

     

     

    D.  Notice
      of Acceleration or Rescission.
      Whenever
      any Secured Note shall be declared immediately due and payable pursuant to
      clause
      (ii)
      or
(iii)
      of
paragraph
      7B,
      or any
      such declaration shall be rescinded and annulled pursuant to paragraph
      7C,
      the
      Borrowers shall forthwith give written notice thereof to each other Holder
      at
      the time outstanding, provided,
      the
      failure to give such notice shall not affect the validity of any such
      declaration, recision or annulment.

     

    E.  Other
      Remedies, No Waivers or Election of Remedies.
      If any
      one or more Events of Default shall occur and be continuing, irrespective of
      whether any Secured Notes have become or have been declared immediately due
      and
      payable, any Holder may proceed to protect and enforce its rights under the
      Transaction Documents by exercising such remedies as are available to such
      Holder in respect thereof under applicable law, either by suit in equity or
      by
      action at law or by any other appropriate proceeding, whether for specific
      performance of any covenant or other agreement contained in any Transaction
      Document or in aid of the exercise of any power granted in a Transaction
      Document, in such order as the Holder may determine in its sole discretion;
      provided,
      however,
      that
      the maturity of a Holder’s Secured Notes may be accelerated only in accordance
      with paragraph
      7B.
      No
      remedy conferred in a Transaction Document upon any Holder is intended to be
      exclusive of any other remedy, and each and every such remedy shall be
      cumulative and shall be in addition to every other remedy conferred herein
      or
      now or hereafter existing at law or in equity or by statute or otherwise. No
      course of dealing or failure or delay by any Holder in exercising any right,
      power or remedy under a Transaction Document or any other document executed
      in
      connection therewith shall operate as a waiver thereof or otherwise prejudice
      such Holder’s rights, powers or remedies, nor shall any single or partial
      exercise of any such right or remedy preclude any other right or remedy
      hereunder or thereunder.

     

    8  REPRESENTATIONS
      AND WARRANTIES

     

    The
      Borrowers represent and warrant that:

     

    A.  Organization,
      Etc.

     

    
      	(i)  	
              Each
                of the Borrowers and each of their Subsidiaries is duly organized,
                validly
                existing and in good standing under the laws of the State of its
                organization and is qualified and in good standing in each jurisdiction
                in
                which it is required to be qualified to do business (other than those
                jurisdictions in which the failure to be so qualified, individually
                and in
                aggregate, could not reasonably be expected to have a Material Adverse
                Effect) and has all requisite power and authority to own, operate
                and
                lease its property and to carry on its business as now being conducted
                and
                which it proposes to conduct. Each of the Borrowers and each of their
                Subsidiaries has all requisite power and authority to execute, deliver
                and
                perform each Transaction Document to which it is a party and to issue
                and
                sell the Secured Notes. Schedule
                8A
                identifies the Borrowers’ and each Subsidiary’s correct legal name, the
                jurisdiction of organization, the jurisdictions in which qualified
                to do
                business and its officers, directors, general partners and/or managers,
                as
                applicable.

            


    

     


    
      
        
        

      

      
        -31-

        
          

        

      

      
        
        

      

    


     

    
      	(ii)  	
              Each
                Transaction Document has been duly authorized by all necessary action
                on
                the part of the Borrowers and each Subsidiary a party thereto and
                has been
                (or will have been as of the Closing Date) duly executed and delivered
                by
                authorized officers of the Borrowers and each such Subsidiary and
                constitutes (or will constitute upon execution thereof) the legal,
                valid
                and binding obligations of the Borrowers and each such Subsidiary,
                enforceable against the Borrowers and such Subsidiary in accordance
                with
                its terms, except as affected by bankruptcy, insolvency, fraudulent
                conveyance, reorganization, moratorium and other similar laws relating
                to
                or affecting creditors’ rights generally and general equitable principles
                (whether considered in a proceeding in equity or at
                law).

            


    

     

    B.  Equity
      Ownership.

     

    
      	(i)  	
              The
                authorized Equity Interests of the Borrowers are as described on
                Schedule
                8B.
                All of the outstanding Equity Interests of the Company are validly
                issued,
                fully paid, having the designations, rights and preferences set forth
                in
                the Certificate of Organization and existing under the Delaware General
                Corporation Law. Schedule
                8B
                sets forth the amount and type of Equity Interests of the Company
                owned by
                Fred Adams, his spouse, issue (whether by blood, adoption or marriage)
                and
                their spouses, all of which are owned of record and beneficially,
                as
                indicated free and clear of any Lien of any kind except as disclosed
                on
                Schedule
                8B.
                As of the Closing Date, the Equity Interest of the Company owned
                by Fred
                Adams and his spouse represents 66.5% of the voting power represented
                by
                the outstanding Voting Stock of the Company and 45.5% of the Capital
                Stock
                of the Company on a fully diluted
                basis.

            


    

     


    
      
        
        

      

      
        -32-

        
          

        

      

      
        
        

      

    


    


     

    
      	(ii)  	
              As
                of the Closing Date, the Borrowers have no Subsidiaries other than
                those
                listed on Schedule
                8A.
                Each such Subsidiary (including the Partnership) is a Wholly-Owned
                Subsidiary and all Equity Interests of such Subsidiary are owned
                free and
                clear of any Lien of any kind.

            


    

     

    
      	(iii)  	
              Except
                as set forth in Schedule
                8B,
                neither Borrower nor any Subsidiary has any outstanding rights, options,
                warrants or other agreements which would require it to issue any
                additional shares of its capital stock or other Equity Interests
                after the
                Closing Date.

            


    

     

    C.  Financial
      Statements.
      The
      Borrowers have furnished the Purchasers with the audited financial balance
      sheets of the Consolidated Group dated as of May 31, 2003 and the related
      statements of operations, cash flows and stockholders’ equity for the 12 months
      ended on such date (the “Financial
      Statements”).
      The
      Financial Statements fairly present in all material respects the financial
      condition of the Consolidated Group and the results of is operations and cash
      flows for the respective periods specified thereby. The Financial Statements
      have been prepared in accordance with GAAP, consistently applied throughout
      the
      periods involved except as set forth in the notes thereto. Since May 31, 2003,
      there have been no developments or changes which have had or are reasonably
      expected to have a Material Adverse Effect.

     

    D.  Actions
      Pending.
      There
      are no actions, suits, investigations or proceedings pending, or to the
      knowledge of the Borrowers threatened, against either Borrower or any
      Subsidiary, or any of its properties or rights, by or before any court,
      arbitrator or administrative body or other Governmental Authority other than
      those which in the aggregate do not and could not reasonably be expected to
      have
      a Material Adverse Effect.

     

    E.  Title
      to Properties.

     

    
      	(i)  	
              A
                Borrower has good and marketable title to the Land and to all of
                the
                properties described in the appraisals delivered pursuant to paragraph
                3M subject
                to no Lien of any kind except Liens permitted by paragraph
                6B(i).

            


    

     

    
      	(ii)  	
              The
                Borrowers and each Subsidiary enjoy peaceful and undisturbed possession
                under all leases necessary in any material respect for the conduct
                of its
                businesses and all such leases are valid and subsisting and are in
                full
                force and effect;

            


    

     

    
      	(iii)  	
              The
                Borrowers and each Subsidiary own or have the right to use (under
                agreements or licenses which are in full force and effect) all
                Intellectual Property necessary for it to conduct its business as
                currently conducted, without any known conflict with the rights of
                others.
                None of their products infringes in any material respect upon any
                Intellectual Property owned by any other Person;
                and

            


    

     


    
      
        
        

      

      
        -33-

        
          

        

      

      
        
        

      

    

     

     

    
      	(iv)  	
              To
                the knowledge of the Borrowers, there is no violation by any Person
                of any
                right of either Borrower or any Subsidiary with respect to any
                Intellectual Property owned or used by a Borrower or any
                Subsidiary.

            


    

     

    F.  Affiliates
      and Investments in Others.
      Except
      for their Subsidiaries, the Borrowers have no Investments in any Person other
      than Permitted Investments.

     

    G.  Tax
      Returns and Payments.
      The
      Borrowers and each Subsidiary have filed all Federal, State, local and foreign
      income tax returns, franchise tax returns, real and personal property tax
      returns and other tax returns required by law to be filed by or on its behalf,
      or with respect to its properties or assets, and all Taxes, assessments and
      other governmental charges imposed upon a Borrower or any Subsidiary or any
      of
      its properties, assets, income or franchises which are due and payable have
      been
      paid, other than those presently payable without penalty or interest, those
      presently being actively contested in good faith and for which such reserves
      or
      other appropriate provisions, if any, as may be required by GAAP have been
      made
      and those, the non-payment or non-filing of which, in the aggregate, do not,
      and
      could not reasonably be expected to, have a Material Adverse Effect. The
      charges, accruals and reserves on the books of the Borrowers and each Subsidiary
      in respect of any Taxes for all fiscal periods are adequate and the Borrowers
      know of no unpaid assessment for additional Taxes for any period or any basis
      for any such assessment that in the aggregate could reasonably be expected
      to
      have a Material Adverse Effect. No charges or Taxes will be imposed by any
      Governmental Authority on the Borrowers or any Subsidiary on the execution
      or
      delivery of the Transaction Documents and the issue and sale of the Secured
      Notes.

     

    H.  Conflicting
      Agreements and Other Matters.

     

    
      	(i)  	
              Neither
                Borrower nor any Subsidiary is in violation of any term of its
                organizational documents, or in violation or breach of any term of
                any
                agreement (including any agreement with members), instrument, order,
                judgment, decree, statute, law, rule or regulation (including any
                Environmental Law) to which it is a party or to which it is subject
                other
                than defaults or violations, which in the aggregate, do not have
                and could
                not reasonably be expected to have, a Material Adverse
                Effect.

            


    

     

    
      	(ii)  	
              The
                execution and delivery of the Transaction Documents and the offering,
                issuance and sale of the Secured Notes and fulfillment of and compliance
                with the terms and provisions of the Transaction Documents do not
                and will
                not conflict with the provisions of, or constitute a default under,
                or
                result in any violation of, or result in the creation of any Lien
                upon any
                of the properties or assets of either Borrower or any Subsidiary
                pursuant
                to its organizational documents, any award of any arbitrator or any
                agreement (including any agreement with stockholders or other equity
                holders), instrument, order, judgment, decree, statute, law, rule
                or
                regulation to which it is subject.

            


    

     


    
      
        
        

      

      
        -34-

        
          

        

      

      
        
        

      

    


     

    I.  Offering
      of Secured Notes.
      Neither
      the Borrowers nor any agent acting on their behalf has, directly or indirectly,
      offered the Secured Notes for sale to, or solicited any offers to buy any of
      the
      Secured Notes from, or otherwise approached or negotiated with respect thereto
      with, any Person other than the Purchasers, each of which has been offered
      the
      Secured Notes at a private sale for investment. Neither the Borrowers nor any
      agent acting on their behalf has taken or will take any action which would
      subject the issuance or sale of the Secured Notes to the provisions of Section
      5
      of the Securities Act or to the registration provisions of any securities or
      Blue Sky law of any applicable jurisdiction. As of the Closing Date, the Secured
      Notes will not be of the same class as securities of the Company listed on
      a
      national securities exchange registered under Section 6 of the Exchange Act
      or
      quoted in a U.S. automated inter-dealer quotation system, within the meaning
      of
      Rule 144A.

     

    J.  Regulation
      U, Etc.
      The
      Borrowers do not own or have any present intention of acquiring any “margin
      stock” as defined in Regulation U (12 CFR Part 221) of the Board of Governors of
      the Federal Reserve System (“margin
      stock”).
      None
      of the proceeds of the sale of the Secured Notes will be used, directly or
      indirectly, for the purpose, whether immediate, incidental or ultimate, of
      purchasing or carrying any margin stock or for the purpose of maintaining,
      reducing or retiring any indebtedness which was originally incurred to purchase
      or carry any stock that is currently a margin stock or for any other purpose
      which might constitute this transaction a “purpose credit” within the meaning of
      such Regulation U. Neither the Borrowers nor any agent acting on their behalf
      has taken or will take any action which might cause this Agreement or the
      Secured Notes to violate Regulation T, Regulation U, Regulation X or any other
      regulation of the Board of Governors of the Federal Reserve System or to violate
      the Exchange Act, in each case as in effect now or hereafter in
      effect.

     

    K.  ERISA. 

     

    
      	(i)  	
              The
                Borrowers and each ERISA Affiliate have operated and administered
                each
                Plan in compliance with all applicable laws except for such instances
                of
                noncompliance as have not resulted in and are not expected to result
                in a
                Material Adverse Effect. Neither the Borrowers nor any ERISA Affiliate
                has
                incurred any liability pursuant to Title I or IV of ERISA or the
                penalty
                or excise tax provisions of the Code relating to employee benefit
                plans
                (as defined in section 3 of ERISA), and no event, transaction or
                condition
                has occurred or exists that could reasonably be expected to result
                in the
                incurrence of any such liability by the Borrowers or any ERISA Affiliate,
                or in the imposition of any Lien on any of the rights, properties
                or
                assets of the Borrowers or any ERISA Affiliate, in either case pursuant
                to
                Title I or IV of ERISA or to such penalty or excise tax provisions
                or to
                section 401(a)(29) or 412 of the Code, other than such liabilities
                or
                Liens that in the aggregate could not reasonably be expected to have
                a
                Material Adverse Effect.

            


    

     


    
      
        
        

      

      
        -35-

        
          

        

      

      
        
        

      

    


    


     

    
      	(ii)  	
              The
                present value of the aggregate benefit liabilities under each of
                the Plans
                that is subject to Title IV of ERISA (other than Multiemployer Plans),
                determined as of the end of such Plan’s most recently ended plan year on
                the basis of the actuarial assumptions specified for funding purposes
                in
                such Plan’s most recent actuarial valuation report, did not exceed the
                aggregate current value of the assets of such Plan allocable to such
                benefit liabilities. The term “benefit liabilities” has the meaning
                specified in section 4001 of ERISA and the terms “current value” and
                “present value” have the meaning specified in section 3 of
                ERISA.

            


    

     

    
      	(iii)  	
              The
                Borrowers and their ERISA Affiliates have not incurred withdrawal
                liabilities (and are not subject to contingent withdrawal liabilities)
                under section 4201 or 4204 of ERISA in respect of Multiemployer Plans
                that
                in the aggregate could reasonably be expected to have a Material
                Adverse
                Effect.

            


    

     

    
      	(iv)  	
              The
                expected postretirement benefit obligation (determined as of the
                last day
                of the Company’s most recently ended Fiscal Year in accordance with
                Financial Accounting Standards Board Statement No. 106, without regard
                to
                liabilities attributable to continuation coverage mandated by section
                4980B of the Code) of the Borrowers could not reasonably be expected
                to
                have a Material Adverse Effect.

            


    

     

    
      	(v)  	
              The
                execution and delivery of the Transaction Documents, the issuance
                and sale
                of the Secured Notes and the consummation of the transactions contemplated
                by the Transaction Documents will not involve a transaction which
                is
                subject to the prohibitions of section 406 of ERISA or in connection
                with
                which a Tax could be imposed pursuant to section 4975(c)(1)(A)-(D)
                of the
                Code. The representation in the preceding sentence is made in reliance
                upon and subject to the accuracy of the Purchasers’ representations in
                paragraph 9(ii)
                as
                to the source of the funds to be used to pay the purchase price of
                the
                Secured Notes.

            


    

     

    L.  Governmental
      and Other Consents.
      Except
      as set forth in Schedule
      8L,
      neither
      the nature of the Borrowers or any Subsidiary, nor any of their businesses
      or
      properties, nor any relationship between the Borrowers or any Subsidiary and
      any
      other Person, nor any circumstance in connection with the execution and delivery
      of any Transaction Document or the offering, issuance, sale or delivery of
      the
      Secured Notes is such as to require any authorization, consent, approval,
      exemption or any action by or notice to or filing with any Governmental
      Authority or any other Person in connection with the execution and delivery
      of
      the Transaction Documents or the offering, issuance, sale or delivery of the
      Secured Notes or fulfillment of or compliance with the terms and provisions
      of
      the Transaction Documents, other than such items, the failure to obtain which
      would not have a Material Adverse Effect and other than the filing of the
      Financing Statements.

     


    
      
        
        

      

      
        -36-

        
          

        

      

      
        
        

      

    


    


     

    M.  Environmental
      Matters.
      Except
      as set for on Schedule
      8M,

     

    
      	(i)  	
              Neither
                the Borrowers nor any Subsidiary has received any notice of any claim,
                and
                no proceeding has been instituted raising any claim, against it,
                any of
                the Land or any of its other real properties or other assets now
                or
                formerly owned, leased or operated by them, alleging any damage to
                the
                environment or violation of any Environmental Laws, except those
                that, in
                the aggregate, do not, and could not reasonably be expected to, result
                in
                a Material Adverse Effect.

            


    

     

    
      	(ii)  	
              There
                are no facts which would give rise to any claim, public or private,
                of
                violation of Environmental Laws or damage to the environment emanating
                from, occurring on or in any way related to real properties or other
                assets now or formerly owned, leased or operated by them or their
                use,
                except those that, in the aggregate do not, and could not reasonably
                be
                expected to, result in a Material Adverse
                Effect.

            


    

     

    
      	(iii)  	
              Neither
                the Borrowers nor any Subsidiary has stored, and to its knowledge,
                no
                other Person has stored, any Hazardous Materials on the Land or any
                real
                properties now or formerly owned, leased or operated by any of them
                (at
                the time of such ownership, lease or operation) or disposed of or
                released
                any Hazardous Materials in violation of any Environmental Laws, except
                such that, in the aggregate do not and could not reasonably be expected
                to
                result in a Material Adverse
                Effect.

            


    

     

    
      	(iv)  	
              All
                buildings on all real properties now owned, leased or operated by
                the
                Borrowers and their Subsidiaries are in compliance with applicable
                Environmental Laws, except where failures to comply in the aggregate
                do
                not, and could not reasonably be expected to, result in a Material
                Adverse
                Effect.

            


    

     

    
      	(v)  	
              The
                Borrowers and their Subsidiaries have obtained all permits, licenses
                and
                other authorizations and has made all filings, registrations and
                other
                submittals which are required of them under all Environmental Laws
                (except
                to the extent such failures to have any such permits, licenses or
                authorizations or to have made any such filings, registrations or
                submittals in the aggregate do not, and could not reasonably be expected
                to, result in a Material Adverse Effect) and the Borrowers and each
                of
                their Subsidiaries is in compliance with all Environmental Laws and
                with
                the terms and conditions of all such permits, licenses, authorizations,
                filings, registrations and submittals or in compliance with all applicable
                orders, decrees, judgments and injunctions, issued, entered, promulgated
                or approved under any Environmental Law (except to the extent failures
                in
                the aggregate do not, and could not reasonably be expected to, result
                in a
                Material Adverse Effect).

            


    

     


    
      
        
        

      

      
        -37-

        
          

        

      

      
        
        

      

    


     

    N.  Labor
      Relations.
      There is
      not now pending, or to the knowledge of the Borrowers, threatened, any strike,
      work stoppage, work slow down, or material grievance or other material dispute
      between a Borrower or any Subsidiary and any bargaining unit or significant
      number of its respective employees. To the knowledge of the Borrowers, there
      is
      no existing or imminent labor disturbance by the employees of any of the
      principal suppliers, contractors or customers that in the aggregate have had,
      or
      could reasonably be expected to have, a Material Adverse Effect.

     

    O.  Financial
      Condition.
      After
      giving effect to the transactions contemplated hereby each Borrower and its
      Subsidiaries, individually and taken as a whole, will be Solvent.

     

    P.  Disclosure.
      The
      Transaction Documents, Financial Statements and any other document, certificate
      or statement furnished to the Purchasers by or on behalf of the Borrowers in
      connection herewith do not contain any untrue statement of a material fact
      or
      omit to state a material fact necessary in order to make the statements
      contained herein and therein, in light of the circumstances under which they
      were made, not misleading. There is no fact with respect to its business or
      that
      of its Subsidiaries which could reasonably be expected to have a Material
      Adverse Effect and which has not been described in this Agreement or otherwise
      disclosed in writing to the Purchasers by the Borrowers.

     

    Q.  Status
      Under Certain Federal Statutes.
      Neither
      Borrower is subject to regulation under the Investment Company Act of 1940,
      as
      amended, or the Public Utility Holding Company Act of 1935, as amended. Neither
      the sale of the Secured Notes hereunder nor the use of the proceeds thereof
      will
      violate the Trading with the Enemy Act, as amended, or any of the foreign assets
      control regulations of the United States Treasury Department (31 CAR, Subtitle
      B, Chapter V, as amended) or any enabling legislation or executive order
      relating thereto. Without limiting the foregoing, neither Borrower nor any
      Subsidiary or any of their Affiliates or officers or directors (a) is a Person
      whose property or interests in property are blocked pursuant to Section 1 of
      Executive Order 13224 of September 23, 2001 Blocking Property and Prohibiting
      Transactions With Persons Who Commit, Threaten to Commit, or Support Terrorism
      (66 Fed. Reg. 49079 (2001) or (b) engages in any dealings or transactions,
      or is
      otherwise associated, with any such Person. The Borrowers, their Subsidiaries
      and their Affiliates are in compliance, in all material respects, with the
      Uniting And Strengthening America by Providing Appropriate Tools Required to
      Intercept And Obstruct Terrorism Act (USA Patriot Act of 2001). No part of
      the
      proceeds from the sale of the Secured Notes has been or will be used, directly
      or indirectly, for any payments to any governmental official or employee,
      political party, official of a political party, candidate for political office,
      or anyone else acting in any official capacity, in order to obtain, retain
      or
      direct business or obtain any improper advantage, in violation of the United
      States Foreign Corrupt Practices Act of 1977, as amended.

     


    
      
        
        

      

      
        -38-

        
          

        

      

      
        
        

      

    


     

    R.  Existing
      Indebtedness; Future Liens. Schedule
      8R lists
      all
      Debt (other than the Secured Notes) of the Borrowers and each Subsidiary as of
      the Closing Date. Neither the Borrowers nor any Subsidiary is in default and
      no
      waiver of default is currently in effect, in the payment of any principal or
      interest on any such Debt and no event or condition exists with respect to
      any
      Debt that would permit (or that with notice or the lapse of time, or both,
      would
      permit) one or more Persons to cause such Debt to become due and payable before
      its stated maturity or before its regularly scheduled dates of
      payment.

     

    S.  Compliance
      with Laws, Etc.
      Except
      as set forth on Schedule
      8S,
      each of
      the Borrowers and their Subsidiaries is in compliance with the requirements
      of
      all applicable laws, rules, regulations and orders of any Governmental Authority
      (including, without limitation, the Occupational Safety and Health Act of 1970,
      as amended, ERISA and any Environmental Laws), and has in effect all licenses,
      certificates, permits, franchises and other governmental authorizations
      necessary to the ownership of its properties or to the conduct of its
      businesses, in each case to the extent necessary to reasonably ensure that
      non-compliance with such laws, ordinances or governmental rules or regulations
      or failures to have in effect such licenses, permits, franchises and other
      governmental authorizations do not, and could not reasonably be expected to,
      in
      the aggregate, have a Material Adverse Effect.

     

    T.  Brokers.
      No
      broker, finder or other Person performing a similar function has represented
      the
      Borrowers or has acted on behalf of the Borrowers in connection with the
      transactions contemplated hereby.

     

    9  REPRESENTATIONS
      OF THE PURCHASERS

     

    Each
      Purchaser represents that:

     

    
      	(i)  	
              It
                is an Institutional Investor and is purchasing its Series C Notes
                for its
                own account or for one or more separate accounts maintained by it
                or for
                the account of one or more pension or trust funds, in each case for
                investment and not with a view to the distribution thereof or with
                any
                present intention of distributing or selling any of its Series C
                Notes,
                provided that the disposition of such Purchaser’s property shall at all
                times be within its control, subject to compliance with applicable
                law.
                Each Borrower acknowledges that a Purchaser’s sale of all or a portion of
                its Series C Notes to one or more Qualified Institutional Buyers
                in
                compliance with Rule 144A would not be a breach of this
                representation.

            


    

     


    
      
        
        

      

      
        -39-

        
          

        

      

      
        
        

      

    


    


     

    
      	(ii)  	
              With
                respect to each source of funds to be used by it to pay the purchase
                price
                of its Series C Notes (respectively, the “Source”),
                at least one of the following statements is accurate as of the Closing
                Date:

            


    

     

    
      	
            	(a)	
              the
                Source is an “insurance company general account” within the meaning of DOL
                Prohibited Transaction Exemption (“PTE”)
                95-60 (issued July 12, 1995) and there is no “employee benefit plan”
                (within the meaning of section 3(3) of ERISA or section 4975(e)(1)
                of the
                Code and treating as a single plan all plans maintained by the same
                employer or employee organization) with respect to which the amount
                of the
                general account reserves and liabilities for all contracts held by
                or on
                behalf of such plan exceed 10% of the total reserves and liabilities
                of
                such general account (exclusive of separate account liabilities)
                plus
                surplus, as set forth in the NAIC Annual Statement filed with the
                state of
                domicile of the Purchaser and, as a result, the purchase is within
                the
                terms of such exemption;

            


    

     

    
      	
            	(b)	
              the
                Source is either (i) an insurance company pooled separate account
                and the
                purchase is exempt in accordance with PTE 90-1 (issued January 29,
                1990),
                or (ii) a bank collective investment fund, within the meaning of
                PTE 91-38
                (issued July 21, 1991) and, except as such Purchaser has disclosed
                to the
                Borrowers in writing pursuant to this clause
                2,
                no employee benefit plan or group of plans maintained by the same
                employer
                or employee organization beneficially owns more than 10% of all assets
                allocated to such pooled separate account or collective investment
                fund
                and, as a result, the purchase is within the terms of one of such
                exemptions; or

            


    

     

    
      	
            	(c)	
              the
                Source constitutes assets of an “investment fund” (within the meaning of
                Part V of the QPAM Exemption) managed by a “qualified professional asset
                manager” or “QPAM” (within the meaning of Part V of the QPAM Exemption),
                no employee benefit plan’s assets that are included in such investment
                fund, when combined with the assets of all other employee benefit
                plans
                established or maintained by the same employer or by an affiliate
                (within
                the meaning of section V(c)(1) of the QPAM Exemption) of such employer
                or
                by the same employee organization and managed by such QPAM, exceed
                20% of
                the total client assets managed by such QPAM, the conditions of Part
                I(c)
                and (g) of the QPAM Exemption are satisfied, neither the QPAM nor
                a person
                controlling or controlled by the QPAM (applying the definition of
                “control” in section V(e) of the QPAM Exemption) owns a 5% or more
                interest in a Borrower and (i) the identity of such QPAM and (ii)
                if
                applicable, the names of all employee benefit plans whose assets
                are
                included in such investment fund have been disclosed to the Borrowers
                in
                writing pursuant to this clause 3;
                or

            


    

     


    
      
        
        

      

      
        -40-

        
          

        

      

      
        
        

      

    


     

    
      	
            	(d)	
              the
                Source is a “governmental plan” as defined in Title I, section 3(32) of
                ERISA; 

            


    

     

    
      	
            	(e)	
              or
                the Source is one or more plans or a separate account or trust fund
                comprised of one or more plans each of which has been identified
                to the
                Borrowers in writing pursuant to this clause
                5;
                or

            


    

     

    
      	
            	(f)	
              the
                Source does not include assets of any employee benefit plan, other
                than a
                plan exempt from the coverage of
                ERISA.

            


    

     

    As
      used
      in this paragraph
      9,
      the
      terms “employee benefit plan”, “governmental plan”, “party in interest” and
“separate account” shall have the respective meanings assigned to such terms in
      section 3 of ERISA.

     

    10  DEFINITIONS

     

    For
      the
      purposes of this Agreement, the following terms shall have the respective
      meanings specified below. References to a “Schedule”,
      “Annex”
or
      an
“Exhibit”
are,
      unless otherwise specified, to a Schedule, Annex or an Exhibit attached to
      this
      Agreement.

     

    A.  Prepayment
      and Make Whole Amount Terms. 

     

    “Applicable
      Spread”
means
      with respect to the Secured Notes, in connection with any prepayment upon
      acceleration of the Secured Notes, 100 basis points.

     

    “Average
      Remaining Life”
means
      the number of years (calculated to the nearest one-twelfth year) obtained by
      dividing (a) the sum of the products obtained by multiplying (i) the principal
      component of each Remaining Scheduled Payment with respect to such Called
      Principal by (ii) the number of years (calculated to the nearest one-twelfth
      year) that will elapse between the Settlement Date with respect to such Called
      Principal and the scheduled due date of such Remaining Scheduled Payment by
      (b)
      the Called Principal.

     

    “Called
      Principal”
means,
      as the context requires, with respect to any Secured Note the principal of
      such
      Secured Note which is to be prepaid pursuant to paragraph
      4A
      or
4D
      or is
      declared to be immediately due and payable pursuant to paragraph
      7B.

     

    “Discounted
      Value”
means,
      with respect to the Called Principal of any Secured Note, the amount obtained
      by
      discounting all Remaining Scheduled Payments from their respective scheduled
      due
      dates, in accordance with accepted financial practice and at a discount factor
      (applied on a semi-annual basis) equal to the Discount Rate with respect to
      such
      Called Principal.

     


    
      
        
        

      

      
        -41-

        
          

        

      

      
        
        

      

    

     

     

    “Discount
      Rate”
means,
      with respect to the Called Principal of any Secured Note, the yield to maturity
      of the Called Principal implied by (a) (i) the yield reported as of 10:00 A.M.
      (New York City time) on the date which is two Business Days prior to the
      Settlement Date with respect to such Called Principal, on the display designated
      as PX-1 of the Bloomberg Financial Markets Screen (or such other display as
      may
      replace PX-1 of the Bloomberg Financial Markets Screen) for actively traded
      U.S.
      Treasury securities having a maturity equal to the Average Remaining Life of
      such Called Principal as of such Settlement Date, or (ii) if such yields shall
      not be reported as of such time or the yields reported as of such time shall
      not
      be ascertainable, the Treasury Constant Maturity Series Yields reported for
      the
      latest day for which such yields shall have been so reported as of the Business
      Day next preceding the Settlement Date with respect to such Called Principal,
      in
      Federal Reserve Statistical Release H.15 (519) (or any comparable successor
      publication) for actively traded U.S. Treasury securities having a constant
      maturity equal to the Average Remaining Life of such Called Principal as of
      such
      Settlement Date, plus, in either case, the Applicable Spread. Such implied
      yield
      shall be determined, if necessary, by (x) converting U.S. Treasury securities
      quotations to bond-equivalent yields in accordance with accepted financial
      practice and (y) interpolating linearly between (1) the actively traded U.S.
      Treasury security with the duration closest to and greater than the Average
      Remaining Life and (2) the actively traded U.S. Treasury security with the
      duration closest to and less than the Average Remaining Life.

     

    “Make
      Whole Amount”
means
      as to any Secured Note, the amount equal to the excess, if any, of (x) the
      Discounted Value over (y) the sum of (i) such Called Principal plus (ii)
      interest accrued and unpaid thereon, as of and due on the Settlement Date with
      respect to such Called Principal.

     

    “Remaining
      Scheduled Payments”
means,
      with respect to the Called Principal of any Secured Note, all payments of such
      Called Principal and interest that would be due or dividends that would accrue
      thereon, as the case may be, after the Settlement Date with respect to such
      Called Principal, if no payment of Called Principal were made prior to its
      scheduled due date, provided,
      that if
      such Settlement Date is not a date on which interest payments are scheduled
      to
      be made, then the amount of the next succeeding scheduled interest payment
      will
      be reduced by the amount of interest accrued or dividend accrued to such
      Settlement Date and required to be paid on such Settlement Date.

     

    “Settlement
      Date”
means,
      with respect to any Secured Note, the date on which such Secured Note is to
      be
      prepaid pursuant to paragraph
      4A
      or
4D
      or is
      declared to be immediately due and payable pursuant to paragraph
      7B.

     

    B.  Other
      Terms.

     

    “ADM
      Loan”
means
      the $1,300,000 loan by the Company to Marcus B. Peperzak and David P. Sumrall
      secured by 100% of the equity interest of Aurora Dairy - Mississippi LLC
      (“ADM”)
      in
      connection with the acquisition by ADM of the Company’s Edwards, Mississippi
      dairy operations.

     


    
      
        
        

      

      
        -42-

        
          

        

      

      
        
        

      

    


     

    “Affiliate”
means,
      at any time and as to a Borrower, any other Person directly or indirectly (i)
      controlling, controlled by, or under common control with, such Borrower or
      (ii)
      beneficially owning or holding 10% or more of the Equity Interest of such
      Borrower, as well as, in the case of an individual which is an Affiliate, such
      individual’s spouse, issue, parents, siblings and issue of siblings (in each
      case by blood, adoption or marriage). A Person shall be deemed to control
      another Person if such Person possesses, directly or indirectly, the power
      to
      direct or cause the direction of the management and policies of such Person,
      whether through the ownership of voting securities, by contract or
      otherwise.

     

    “Agreement”
means
      this Note Purchase Agreement as it may from time to time be amended in
      accordance with paragraph
      11B.

     

    “Approved
      Auditor”
means
      Deloitte & Touche LLP, Ernst & Young LLP, KPMG LLP,
      PricewaterhouseCoopers LLP or such other firm of certified public accountants
      of
      national reputation reasonably acceptable to the Required Holders.

     

    “Assignment
      of Leases and Rents”
has
      the
      meaning specified in paragraph
      3K.

     

    “Borrowers”
has
      the
      meaning specified in the first paragraph of this Agreement.

     

    “Business
      Day”
means
      any day other than a Saturday, a Sunday or a day on which the Federal Reserve
      is
      required or authorized to be closed.

     

    “Capital
      Stock”
means
      any class of preferred, common or other capital stock, share capital or similar
      equity interest of a Person including, without limitation, any partnership
      interest in any partnership or limited partnership and any membership interest
      in any limited liability company.

     

    “Capitalized
      Lease”
means
      any lease of property (whether real, personal or mixed), as to which the lessee
      is required, in accordance with GAAP, to record such lease as the acquisition
      of
      an asset and the incurrence of a liability.

     

    “Capitalized
      Lease Obligation”
means
      any rental obligation under a Capitalized Lease, taken at the amount thereof
      that is accounted for as indebtedness (net of Interest Expense) in accordance
      with GAAP.

     

    “Cash
      Equivalents”
means
      (i) securities issued or directly and fully and unconditionally guaranteed
      or
      insured by the United States of America, or securities of any agency thereof
      which are backed by the full faith and credit of the United States of America,
      and in either case maturing within one year from the date of acquisition; (ii)
      demand deposits in banks in the ordinary course of business (not for investment
      purposes); (iii) time deposits or certificates of deposit denominated in United
      States dollars maturing within one year from the date of acquisition issued
      by
      commercial banks which are members of the Federal Reserve System and chartered
      under the laws of the United States of America or any state or the District
      of
      Columbia, whose short-term securities are rated at least A-2 (or then existing
      equivalent) by Standard & Poor’s Corporation and at least P-2 (or then
      existing equivalent) by Moody’s Investors Service, Inc. and having capital and
      surplus in excess of $100,000,000; (iv) tax exempt auction rate securities
      and
      municipal preferred stock, in each case with a reset of not more than 35 days
      and rated at least AA (or then existing equivalent) by Standard & Poor’s
      Corporation; and (v) prime commercial paper maturing no more than 270 days
      from
      the date of acquisition, having as at any date a rating of at least A-1 (or
      the
      existing equivalent) from Standard & Poor’s Corporation or at least P-1 (or
      then existing equivalent) from Moody’s Investors Service, Inc. and issued by a
      corporation organized in any state of the United States of America or the
      District of Columbia.

     


    
      
        
        

      

      
        -43-

        
          

        

      

      
        
        

      

    

     

     

    “Change
      of Control”
means
      (i) Fred Adams, together with his spouse, issue (whether by blood, adoption
      or
      marriage) and spouses of issue, ceasing to own, as a group, with the power
      to
      vote, Voting Stock with at least 51% of the votes represented by the outstanding
      Voting Stock of the Company or (ii) the Partnership ceasing to be a Wholly-Owned
      Subsidiary of the Company.

     

    “Change
      of Control Notice”
has
      the
      meaning specified in paragraph
      4D.

     

    “Closing”
and
      “Closing
      Date”
have
      the meanings specified in paragraph
      2B.

     

    “Code”
means
      the Internal Revenue Code of 1986, as amended from time to time and the rules
      and regulations promulgated thereunder as from time to time in
      effect.

     

    “Collateral”
means
      all right, title and interest of the Borrowers in and to the personal and real
      property described in the Security Agreements.

     

    “Collateral
      Agency Agreement”
has
      the
      meaning specified in paragraph
      3K.

     

    “Common
      Stock”
means
      the Company’s Common Stock, par value $.01 per share and the Company’s Class A
      Common Stock, par value $.01 per share, and also shall include any other stock
      of the Company of, which is not preferred as to dividends or assets over any
      other class of any other stock of the Company.

     

    “Company”
has
      the
      meaning specified in the first paragraph of this Agreement.

     

    “Confidential
      Information”
has
      the
      meaning specified in paragraph
      11F.

     

    “Consolidated
      Capital Expenditures”
means,
      for any Fiscal Quarter, the aggregate amount of expenditures made by any member
      of the Consolidated Group during such period for equipment, fixed assets, real
      property or improvements, or for replacements or substitutions therefore or
      additions thereto, that have been or should be, in accordance with GAAP,
      reflected as additions to property, plant or equipment.

     

    “Consolidated
      Capitalization”
means
      as of any date as of which the amount thereof is to be determined, Consolidated
      Net Worth plus Consolidated Funded Debt.

     

    “Consolidated
      Current Assets”
means,
      as of any date on which the amount is to be determined, the aggregate amount
      of
      assets of the Consolidated Group which normally will be converted into cash
      within one year, as determined on a consolidated basis in accordance with
      GAAP.

     


    
      
        
        

      

      
        -44-

        
          

        

      

      
        
        

      

    


     

    “Consolidated
      Current Liabilities”
means,
      as of any date on which the amount is to be determined, the aggregate amount
      of
      debt and other liabilities of the Consolidated Group which must be paid or
      satisfied within one year (whether or not such Debt originally matured, or
      is
      then outstanding for, more than one year from the date of the incurrence of
      such
      Debt), determined on a consolidated basis in accordance with GAAP (but excluding
      currently deferred income taxes and including Debt outstanding under revolving
      credit agreements or other similar agreements providing for borrowings which
      are
      payable on demand or within one year notwithstanding such agreements being
      in
      effect for over one year from the date of origination thereof or being
      extendible or renewable to a time more than one year after such date of
      origination).

     

    “Consolidated
      Debt”
means,
      as of any date on which the amount is to be determined, all Debt of the
      Consolidated Group determined on a consolidated basis in accordance with
      GAAP.

     

    “Consolidated
      Fixed Charges”
means,
      as of the last day of any Fiscal Quarter, the aggregate amounts paid by the
      Consolidated Group on account of Debt (including principal and interest and
      imputed interest on Capitalized Lease Obligations) for the four Fiscal Quarters,
      as determined on a consolidated basis in accordance with GAAP.

     

    “Consolidated
      Funded Debt”
means
      as of any date the amount of which is to be determined, all Funded Debt of
      the
      Consolidated Group, determined on a consolidated basis in accordance with
      GAAP.

     

    “Consolidated
      Group”
means,
      without duplication, the Company and each of its Subsidiaries and if the context
      so requires, the Company and its Subsidiaries, taken as a whole.

     

    “Consolidated
      Interest Expense”
means
      for any period for which it is to be determined, all Interest Expense of the
      Consolidated Group for such period, determined on a consolidated basis in
      accordance with GAAP.

     

    “Consolidated
      Net Income”
means
      for any period for which it is to be determined, the Net Income of the
      Consolidated Group for such period, determined on a consolidated basis in
      accordance with GAAP.

     

    “Consolidated
      Operating Cash Flow”
means,
      as of the last day of any Fiscal Quarter, the sum of (i) one third of the sum
      of
      Consolidated Net Income and the aggregate amounts paid in cash by the
      Consolidated Group on account of Taxes, each for the twelve Fiscal Quarters
      ending on such date, and (ii) the sum of depreciation, amortization and interest
      paid, but only to the extent deducted in the determination of Consolidated
      Net
      Income each for the four Fiscal Quarters ending on such date, as determined
      on a
      consolidated basis in accordance with GAAP.

     


    
      
        
        

      

      
        -45-

        
          

        

      

      
        
        

      

    


     

    “Consolidated
      Tangible Net Worth”
means,
      as of any date on which the amount is to be determined, the total stockholders’
equity (exclusive of Redeemable Preferred Stock and minority interests) of
      the
      Consolidated Group, determined on a consolidated basis in accordance with GAAP,
      minus the net book amount of all assets of the Consolidated Group (after
      deducting any reserves applicable thereto) which would be treated as intangible
      under GAAP, including, without limitation, good will, trademarks, trade names,
      service marks, brand names, copyrights, patents unamortized Debt discount and
      expense, organizational expenses and the excess of the equity in any Subsidiary
      over the cost of investment in such Subsidiary, determined on a consolidated
      basis in accordance with GAAP.

     

    “Covered
      Taxes”
has
      the
      meaning specified in paragraph
      4H.

     

    “Debt”
means,
      as applied to any Person without duplication, obligations of such
      Person:

     

    
      	(i)  	
              for
                borrowed money,

            


    

     

    
      	(ii)  	
              evidenced
                by bonds, debentures, notes or other similar
                instruments,

            


    

     

    
      	(iii)  	
              for
                deferred purchase price of property or services other than Trade
                Payables
                arising in the ordinary course of business but including all liabilities
                created or arising under any conditional sale or other title retention
                agreement with respect to any such
                property,

            


    

     

    
      	(iv)  	
              for
                Capitalized Lease Obligations,

            


    

     

    
      	(v)  	
              to
                reimburse any other Person in respect of amounts paid under letters
                of
                credit, bankers acceptances or similar instruments serving a similar
                function issued or accepted by banks and other financial institutions
                for
                the account of such Person (whether or not representing obligations
                for
                borrowed money), other than undraw trade letters of credit in the
                ordinary
                course of business,

            


    

     

    
      	(vi)  	
              net
                liabilities in respect of Hedging Obligations other than commodity
                hedging
                agreements entered into in the ordinary course of the Company’s business
                (and not on a speculative basis), related to any raw material used
                by or
                finished product produced by the Company and settled on a daily basis
                pursuant to the rules of the Chicago Board of
                Trade,

            


    

     

    
      	(vii)  	
              for
                or with respect to obligations secured by (or for which the holder
                of such
                obligation has an existing right, contingent or otherwise, to be
                secured
                by) a Lien on any asset of such Person, whether or not such obligation
                is
                assumed by such Person, the amount of such obligation being deemed
                to be
                the lesser of the fair market value of such asset or the amount of
                the
                obligation so secured, and

            


    

     


    
      
        
        

      

      
        -46-

        
          

        

      

      
        
        

      

    


     

    
      	(viii)  	
              under
                Guaranties.

            


    

     

    “Default”
means
      any occurrence or condition which with the giving of notice or the passage
      of
      time, or both, and remaining uncured after the expiration of any applicable
      grace period would be an Event of Default.

     

    “Default
      Rate”
has
      the
      meaning specified in subparagraph
      1C(ii).

     

    “Dividend”
means
      and includes:

     

    
      	(i)  	
              any
                dividend or other distribution, direct or indirect, on account of
                any
                shares of any Equity Interest of the Company (including any obligations
                incurred in connection with the issuance or sale thereof), now or
                hereafter outstanding, except a dividend payable solely in shares
                of
                Common Stock of the Company; or

            


    

     

    
      	(ii)  	
              any
                dividend or other distribution, direct or indirect, on account of
                any
                shares of any Equity Interest of any Subsidiary (including the
                Partnership), now or hereafter outstanding,
                except:

            


    

     

    
      	
            	(a)	
              a
                dividend payable solely in shares of common stock of such Subsidiary;
                or

            


    

     

    
      	
            	(b)	
              to
                the extent that such dividend or distribution is payable solely to
                the
                Company or a Wholly-Owned
                Subsidiary;

            


    

     

    “DOL”
means
      the United States Department of Labor and any successor agency.

     

    “Election
      Notice”
has
      the
      meaning specified in paragraph
      4D.

     

    “Environmental
      Laws”
means
      any and all Federal, state and local statutes, laws, regulations, ordinances,
      rules, judgments, orders, decrees, permits, concessions, grants, franchises,
      licenses, agreements or governmental restrictions relating to pollution and
      the
      protection of the environment or the release of any materials into the
      environment, including but not limited to those related to hazardous substances
      or wastes, air emissions and discharges to waste or public systems.

     

    “Equity
      Interest”
means,
      in any Person, any and all shares, interests, participations, rights or other
      equivalents (however designated) of any Capital Stock or other ownership of
      any
      profit interest, and any and all warrants, rights, options, obligations or
      other
      equity securities of or in such Person, and rights to acquire any of the
      foregoing, including, without limitation, partnership interests and joint
      venture (whether general or limited) and any other interest or participation
      that confers on a Person the right to receive a share of the profits and losses
      of, or distributions of assets of, such partnership or joint venture, but
      excluding Debt for borrowed money other than Debt that is convertible into,
      or
      exchangeable for, any of the foregoing equity interests.

     


    
      
        
        

      

      
        -47-

        
          

        

      

      
        
        

      

    


     

    “Equity
      Sale”
means
      any issuance, sale, give away, conveyance, transfer or other disposition of
      any
      Equity Interests by the Company to any Person including, without limitation,
      any
      public offering.

     

    “Equity
      Sale Proceeds”
means
      (i) the aggregate cash proceeds payable to the Company in connection with any
      Equity Sale after deduction of all reasonable, customary and documented costs
      and expenses of such Equity Sale and (ii) the amount of any Subordinated Debt
      (whether principal, interest or otherwise) converted or exchanged to Equity
      Interests of the Company.

     

    “ERISA”
means
      the Employee Retirement Income Security Act of 1974, as amended from time to
      time, and the rules and regulations promulgated thereunder, as from time to
      time, in effect.

     

    “ERISA
      Affiliate”,
      for
      Plan purposes, means, with respect to any Person, any trade or business, whether
      or not incorporated, which, is treated as a single employer together with such
      Person under section 414 of the Code.

     

    “Event
      of Default”
has
      the
      meaning specified in paragraph
      7A.

     

    “Exchange
      Act”
means
      the Securities Exchange Act of 1934, as amended from time to time and the rules
      and regulations promulgated thereunder, as from time to time in
      effect.

     

    “Existing
      Agreement”
has
      the
      meaning specified in the Recitals to this Agreement.

     

    “Existing
      Notes”
has
      the
      meaning specified in the Recitals to this Agreement.

     

    “Expenses”
has
      the
      meaning specified in paragraph
      11A.

     

    “Financial
      Statements”
has
      the
      meaning specified in paragraph
      8C.

     

    “Financing
      Statements”
has
      the
      meaning specified in paragraph
      3K.

     

    “Fiscal
      Quarters”
means
      the fiscal quarters of the Company ending on the last days of February, May,
      August and November of each year.

     

    “Fiscal
      Year”
means
      the fiscal year of the Company ending on the Saturday closest to May 31 of
      each
      year.

     

    “Funded
      Debt”
means,
      as applied to any Person, all Debt of such Person which (i) matures more than
      one year from the incurrence thereof or which is renewable or extendable beyond
      one year from such date at the option of such Person; or (ii) is then
      outstanding beyond one year from the date of its creation or incurrence
but
      excluding
      (a) any
      such Debt which as of the date of determination is then required by the terms
      of
      such Debt to be paid or satisfied within one year and (b) Advances outstanding
      under the Revolving Credit Agreement; provided the aggregate amount of such
      outstanding Advances does not exceed the lesser of (x) the Borrower Base, (y)
      the Revolving Credit Commitment and (z) $35,000,000. The terms “Advances”,
“Borrowing Base” and “Revolving Credit Commitment” are used in this definition
      with the meanings given therefore in the Revolving Credit
      Agreement.

     


    
      
        
        

      

      
        -48-

        
          

        

      

      
        
        

      

    


     

    “GAAP”
means
      generally accepted accounting principles as in effect from time to time in
      the
      United States.

     

    “Going
      Private Transaction”
means
      the proposed 2500 for 1 reverse stock split approved by the Company’s Directors
      on August 16, 2003 and described in a Preliminary Proxy Statement filed with
      the
      SEC on September 4, 2003.

     

    “Governmental
      Authority”
means
      (a) the governments of (i) the United States of America and its states and
      political subdivisions, and (ii) any other jurisdiction in which a Borrower
      or
      any Subsidiary conducts all or any part of its business, or which asserts
      jurisdiction over any properties of a Borrower or any Subsidiary, and (b) any
      entity exercising executive, legislative, judicial, regulatory or administrative
      functions of, or pertaining to, any such government or
      jurisdiction.

     

    “Guaranty”,
      as
      applied to any Person, means any direct or indirect liability, contingent or
      otherwise, of such Person with respect to any Debt of another, including,
      without limitation, any such obligation directly or indirectly guaranteed,
      endorsed (otherwise than for collection or deposit in the ordinary course of
      business) or discounted or sold with recourse by such Person, or in respect
      of
      which such Person is otherwise directly or indirectly liable, including, without
      limitation, any such obligation in effect guaranteed by such Person through
      any
      agreement (contingent or otherwise) to purchase, repurchase or otherwise acquire
      such obligation or any security therefore, or to advance to or provide funds
      for
      the payment or discharge of such obligation (whether in the form of loans,
      advances, stock purchases, capital contributions or otherwise), or to maintain
      the working capital, equity capital, net worth, solvency or any balance sheet
      or
      other financial condition of the obligor of such obligation, or to make payment
      for any securities, products, materials or supplies or for any transportation
      or
      services without regard to the non-delivery or nonfurnishing thereof, or that
      any agreements relating thereto will be complied with, or that the holders
      of
      such obligation will be protected against loss in respect thereof. The amount
      of
      any Guaranty shall be deemed to be equal to the lower of (a) the amount of
      the
      obligation guaranteed and (b) the maximum amount for which such Person may
      be
      contingently liable pursuant to the terms of the instrument evidencing such
      Guaranty, unless such guaranteed obligation and the amount for which such Person
      may be liable are not stated or determinable, in which case the amount of such
      Guaranty shall be the maximum reasonably anticipated liability for which such
      Person is contingently liable in respect thereof as determined by the related
      Company in good faith (but in any event not less than the amount which is,
      or
      would otherwise be required, in accordance with GAAP, to be reflected in such
      Person’s balance sheet or the notes thereto) as the amount of such obligation. A
      Person shall have “Guaranteed”
an
      obligation if such Person has entered into a Guaranty of such
      obligation.

     


    
      
        
        

      

      
        -49-

        
          

        

      

      
        
        

      

    

     

     

    “Hazardous
      Materials”,
      at any
      time, shall mean any substance: (a) the presence of which at such time requires
      notification, investigation, monitoring or remediation under any Environmental
      Law; (b) which at such time is defined as a “hazardous waste”, “hazardous
      material”, “hazardous substance”, “toxic substance”, “pollutant” or
“contaminant” under any Environmental Law, including, without limitation, the
      Comprehensive Environmental Response, Compensation and Liability Act (42 U.S.C.
      Section 9601 et seq.)
      and
      any applicable local statutes and the regulations promulgated thereunder; or
      (c)
      without limitation, which contains gasoline, diesel fuel or other petroleum
      products, asbestos or polychlorinated biphenyls.

     

    “Hedging
      Obligations”
means,
      with respect to any Person, the obligations of such Person under any one or
      more
      of the following agreements entered into by such Person with one or more
      financial institutions: interest rate protection agreements, interest rate
      swaps
      and/or other types of interest rate hedging agreements obligating such Person
      to
      make payments, whether periodically or upon the happening of a contingency
      except that, if any agreement relating to such obligations of such Person
      provides for the netting of amounts payable by and to such Person thereunder
      or
      if any such agreement provides for the simultaneous payment of amounts by and
      to
      such Person, then in each such case, the amount of a Person’s Hedging
      Obligations thereunder shall be the net amount thereof. The aggregate net
      Hedging Obligations of a Person at any time shall be the aggregate amount
      thereof assuming all such Hedging Obligations had been terminated by such Person
      as of the end of its then most recently ended fiscal quarter; provided if such
      net aggregate obligation shall be an amount owing to such Person, then the
      amount shall be deemed to be Zero ($0) Dollars.

     

    “Holder”
means
      any Person at the time shown as the holder of a Secured Note on the registers
      referred to in paragraph
      11N.

     

    “Home
      Office”
means,
      with respect to any Holder, the office of such Holder specified as its Home
      Office on Annex
      1,
      or such
      other office of such Holder as such Holder may from time to time specify to
      the
      Borrowers.

     

    “Indemnity”
has
      the
      meaning specified in paragraph
      3K.

     

    “Intellectual
      Property”
means
      all patents, copyrights, trademarks, trade names, service marks or other
      intellectual or industrial property rights.

     

    “Interest
      Expense”
means,
      for any period, the aggregate interest charges (including without limitation
      that portion of any obligation under Capitalized Leases allocable to interest
      expense) on any Debt for such period (without regard to any limitation on the
      payment thereof) as determined in accordance with GAAP.

     

    “Institutional
      Investor”
means
      any bank, savings institution, trust company, insurance company, investment
      company, pension or profit sharing trust or other financial institution or
      institutional buyer and any “Accredited Investor” within the meaning of Rule
      501(a)(1) of the Securities Act, in each case, regardless of legal
      form.

     


    
      
        
        

      

      
        -50-

        
          

        

      

      
        
        

      

    


    “Investment”
means
      as to any Person (the “Investor”), (i) any loan or advance or extension of
      credit by the Investor to or for the benefit of another Person; (ii) the
      incurrence, assumption or guarantee by the Investor of, or grant of credit
      support by the Investor for, any financial obligation of another Person to
      the
      extent such financial obligation does not otherwise constitute Debt of the
      Investor; or (iii) the ownership, purchase or acquisition or other investment
      by
      the Investor in any stock, obligations or securities of, or any other Equity
      Interest in (including without limitation any Equity Interest in any
      partnership, association, joint venture or other organization, whether or not
      a
      legal entity) or all or substantially all of the assets of any other Person,
      or
      (iv) any capital contribution by the Investor to any other Person.

     

    “Knowledge
      of the Borrowers”
and
      phrases of similar import mean the actual knowledge of any Senior
      Officer.

     

    “Land”
has
      the
      meaning specified in each Mortgage. 

     

    “Lien”
means
      any interest in property securing an obligation owed to, or a claim by, a Person
      other than the owner of the property, whether such interest is based on the
      common law, statute, court decision or contract, and including, without
      limitation, any mortgage, pledge, security interest, lease, encumbrance, lien,
      purchase option, call or right, or charge of any kind (including any agreement
      to give or permit any of the foregoing), any conditional sale or other title
      retention agreement, any Capitalized Lease, and the filing of, or agreement
      to
      give or permit the filing on its behalf, of any financing statement under the
      Uniform Commercial Code or personal property security legislation of any
      jurisdiction.

     

    “Material
      Adverse Effect”
means,
      (i) any material adverse effect on a Borrower’s business, assets, liabilities,
      financial condition or results of operations, (ii) any material adverse effect
      on the Consolidated Group’s business, assets, liabilities, financial condition
      or results of operations on, where appropriate, a consolidated basis in
      accordance with GAAP, (iii) any adverse effect, WHETHER OR NOT MATERIAL, on
      the
      binding nature, validity or enforceability of any Transaction Document or the
      obligation of a Borrower or any Subsidiary a party thereto and (iv) any material
      adverse effect on the ability of a Borrower and its Subsidiaries taken as a
      whole to perform their obligations under any Transaction Document.

     

    “Mortgages”
has
      the
      meaning specified in paragraph
      3K.

     

    “Multiemployer
      Plan”
means
      any plan which is a “multiemployer plan” as such term is defined in section
      4001(a)(3) of ERISA.

     

    “Net
      Income”
means
      for any period for which the amount thereof is to be determined, the net income
      (or loss) of a Person for such period determined in accordance with GAAP;
      provided, that there shall be excluded from net income any gain or loss of
      an
      extraordinary nature for such period.

     


    
      
        
        

      

      
        -51-

        
          

        

      

      
        
        

      

    


    “Officers’
      Certificate”
means
      a
      certificate signed in the name of the Company in its own capacity and as general
      partner of the Partnership, if applicable, by any two Senior
      Officers.

     

    “Other
      Taxes”
has
      the
      meaning specified in paragraph
      4H.

     

    “Partnership”
has
      the
      meaning specified in the first paragraph of this Agreement.

     

    “PBGC”
means
      the Pension Benefit Guaranty Corporation or any other Governmental Authority
      succeeding to any of its functions.

     

    “Permitted
      Investment”
means
      any of the following:

     

    
      	(i)  	
              Cash
                Equivalents;

            


    

     

    
      	(ii)  	
              Investments
                in existence on the Closing Date and set forth on Schedule
                6G;

            


    

     

    
      	(iii)  	
              endorsement
                of negotiable instruments for collection and ownership of accounts
                receivable acquired in the ordinary course of business;
                and

            


    

     

    
      	(iv)  	
              Investments
                in the ordinary course of business in the Company or any Subsidiary
                of the
                Company (including the Partnership) existing as of the Closing
                Date.

            


    

     

    “Person”
means
      and includes an individual, a partnership, a joint venture, a corporation,
      a
      limited liability company, a trust and any other form of business organization
      (whether or not a legal entity), or any Governmental Authorities.

     

    “Plan”
means
      an “employee pension benefit plan” (as defined in Section 3 of ERISA) which is
      or within the preceding five years has been established or maintained, or to
      which contributions are or have been made, by a Borrower or any ERISA Affiliate,
      or for which the Consolidated Group or any ERISA Affiliate may have any
      liability.

     

    “Preferred
      Stock”
means
      as to any Person, any Redeemable Preferred Stock and any other class or series
      of capital stock of such Person that has a priority as to the payment of any
      dividends or distributions over the holders of the most junior class of capital
      stock of such Person.

     

    “PTE”
has
      the
      meaning specified in paragraph
      9(ii).

     

    “Purchaser”
and
      “Purchasers”
have
      the meaning specified in the first paragraph of this Agreement.

     

    “QPAM
      Exemption”
means
      Prohibited Transaction Class Exemption 84-14 issued by the DOL.

     


    
      
        
        

      

      
        -52-

        
          

        

      

      
        
        

      

    


    “Qualified
      Institutional Buyer”
means
      a
      qualified institutional buyer, as defined in Rule 144A.

     

    “Redeemable
      Preferred Stock”
means
      any class or series of capital stock which has fixed payment or redemption
      obligations due and payable prior to the final scheduled due date for the
      repayment of principal of any of the Secured Notes or is redeemable at the
      option of the holder, unless such fixed payment obligations or repurchase
      obligations on exercise of such redemption option can be satisfied, at the
      election of the issuer, through the issuance of shares of its common
      stock.

     

    “Related
      Party”
means,
      as to a Borrower, such Borrower’s Affiliates, holders of its Equity Interests,
      its Senior Officers and directors but excluding the Company or any Wholly-Owned
      Subsidiary of the Company.

     

    “Required
      Holders”
means
      the Holder or Holders of at least 51% of the aggregate principal amount of
      the
      Secured Notes at the time outstanding.

     

    “Restricted
      Investments”
means
      any Investment other than a Permitted Investment.

     

    “Restricted
      Payments”
means
      and includes, with respect to the Company:

     

    
      	(i)  	
              any
                payment, whether in respect of principal, premium, interest, fees,
                expenses or otherwise, in respect of, or any redemption, retirement,
                purchase or other acquisition, direct or indirect, of, any Debt that
                is by
                its terms subordinated in right of payment to the Debt represented
                by the
                Secured Notes.

            


    

     

    
      	(ii)  	
              any
                redemption, retirement, purchase or other acquisition, direct or
                indirect,
                of any Equity Interest of the Company now or hereafter outstanding,
                other
                than the exercise or conversion thereof for and into Common Stock
                of the
                Company; and

            


    

     

    
      	(iii)  	
              any
                redemption, retirement, purchase or other acquisition, direct or
                indirect,
                of any Equity Interest of any Subsidiary (including the Partnership)
                now
                or hereafter outstanding, except to the extent that such redemption,
                retirement, purchase or other acquisition is made from, and the payment
                in
                respect of such redemption, retirement, purchase or other acquisition
                is
                paid solely to the Company or a Wholly-Owned Subsidiary of the
                Company.

            


    

     

    “Revolving
      Credit Agreement” means
      the
      Second Amended and Restated Revolving Credit Agreement dated as of February
      6,
      2002 by and among the Company, Cooperative Centrale Raiffeisen-Boerenleenbank
      B.A., “Rabobank Nederland”, New York Branch (“Rabobank”) and the other banks and
      lending institutions named therein.

     

    “Rule
      144A”
means
      Rule 144A promulgated under the Securities Act and including any successor
      rule
      thereto, as such rule may be amended from time to time.

     


    
      
        
        

      

      
        -53-

        
          

        

      

      
        
        

      

    


     

    “SEC”
means
      the United States Securities and Exchange Commission, or any Governmental
      Authority succeeding to the functions of such Commission in the administration
      of the Securities Act and/or the Exchange Act.

     

    “Secured
      Notes”
has
      the
      meaning specified in the Recitals of this Agreement.

     

    “Securities
      Act”
means
      the Securities Act of 1933, as amended from time to time, and the rules and
      regulations promulgated thereunder, as from time to time in effect.

     

    “Security
      Agreement”
has
      the
      meaning specified in paragraph
      3K.

     

    “Security
      Documents”
means
      the Security Agreement, the Mortgages, the Assignment of Leases and Rents,
      the
      Financing Statements and any other document delivered pursuant to paragraph
      5L.

     

    “Senior
      Officer”
means
      the chairman of the board of managers, the president, chief executive officer,
      chief financial officer, treasurer, or principal accounting
      officer.

     

    “Series
      A Notes”
has
      the
      meaning specified in the Recitals of this Agreement.

     

    “Series
      B Notes”
has
      the
      meaning specified in the Recitals of this Agreement.

     

    “Series
      C Notes”
has
      the
      meaning specified in the Recitals of this Agreement.

     

    “Solvent”
and
      “Solvency”
means
      with respect to any Person (i) the fair value of the property of such Person
      exceeds its total liabilities (including, without limitation, contingent
      liabilities), (ii) the present fair saleable value of the assets of such Person
      is not less than the amount that will be required to pay its probable liability
      on its debts as they become absolute and matured, (iii) such Person does not
      intend to, and does not believe that it will, incur debts or liabilities beyond
      its ability to pay as such debts and liabilities mature and (iv) such Person
      is
      not engaged, and is not about to engage, in business or a transaction for which
      its property would constitute an unreasonably small capital.

     

    “Special
      Counsel”
means
      the law firm of Sullivan & Worcester LLP or such other firm of legal counsel
      as the Purchasers may from time to time designate as their Special Counsel
      for
      the purposes of this Agreement or any matters related hereto.

     

    “Subordinated
      Debt”
means
      any Debt which by the express terms of the instruments creating or evidencing
      such Debt, or by the terms of a separate instrument entered into by the holder
      of such Debt for the benefit of the Holders if such instrument is in form and
      substance satisfactory to the Required Holders, and is accompanied by an opinion
      of counsel in form and substance satisfactory to the Required Holders, regarding
      the enforceability of such instrument, is subordinate and subject in right
      of
      payment to the prior payment in full of all principal of, Make Whole Amount,
      and
      interest on the Secured Notes and the payment and performance by the Borrowers
      of their obligations under this Agreement.

     


    
      
        
        

      

      
        -54-

        
          

        

      

      
        
        

      

    


     

    “Subsidiary”
means
      (i) a corporation of which such Person owns, directly or indirectly, more than
      fifty percent (50%) (by number of votes) of the Voting Stock, or (ii) any other
      Person of which such Person owns, directly or indirectly, more than fifty
      percent (50%) of the rights to profits and losses of such other Person. Unless
      the context otherwise clearly requires, any reference to a “Subsidiary” is a
      reference to a Subsidiary of the Company.

     

    “Subsidiary
      Guaranties”
has
      the
      meaning specified in paragraph
      5L.

     

    “Taxes”
means
      any and all present or future taxes, assessments, stamps, duties, fees, levies,
      imposts, deductions, withholdings or other governmental charges of any nature
      whatsoever and any liabilities with respect thereto, including any surcharge,
      penalties, additions to tax, fines or interest thereon, now or hereafter
      imposed, levied, collected, withheld or assessed by any government or taxing
      authority of any country or political subdivision of any country, or any
      international taxing authority.

     

    “Trade
      Payables”
means
      amounts payable to suppliers of goods and services in the ordinary course of
      a
      Person’s business.

     

    “Transaction
      Documents”
means
      this Agreement, the Secured Notes, the Security Documents, the Collateral Agency
      Agreement and the Subsidiary Guaranties.

     

    “Transferee”
means
      any direct or indirect transferee of all or any part of a Secured
      Note.

     

    “Voting
      Stock”
means
      any securities of any class of a Person whose holders are entitled under
      ordinary circumstances to vote for the election of directors of such Person
      (or
      Persons performing similar functions) (irrespective of whether at the time
      securities of any other class or classes shall have or might have voting power
      by reason of the happening of any contingency).

     

    “Wholly-Owned
      Subsidiary”
means,
      at any time, any Subsidiary of which 100% of the Equity Interests (except
      directors’ qualifying shares) and 100% of the Voting Stock (except directors’
qualifying shares) are owned by the Company and the Company’s other Wholly-Owned
      Subsidiaries at such time.

     

    11  MISCELLANEOUS.

     

    A.  Expenses.
      Whether
      or not the transactions provided for hereby shall be consummated, the Borrowers
      agree to pay on demand and upon receipt of an invoice therefore, and save each
      Purchaser and its Transferees harmless against liability for the payment of,
      all
      out-of-pocket expenses arising in connection with such transactions and in
      connection with any subsequent modification of, or consent under, the
      Transaction Documents, whether or not such transactions are consummated or
      modification shall be effected or consent granted (“Expenses”),
      including (i) the reasonable fees and expenses of Special Counsel and its agents
      and of any other special or local counsel or other special advisers engaged
      by
      the Purchasers in connection with the transactions contemplated by this
      Agreement and the Amendment, (ii) the costs of obtaining the private placement
      numbers from Standard & Poor’s Ratings Group for the Secured Notes and (iii)
      the costs and expenses, including reasonable attorneys’ fees and the fees of any
      other special or financial advisers, incurred in evaluating, monitoring or
      enforcing any rights under the Transaction Documents (including, without
      limitation, any costs, expenses or fees incurred in connection with perfecting
      or maintaining perfection of any Lien hereafter existing in favor of the
      Purchasers or any of their Transferees as security for the obligations of the
      Borrowers or any Subsidiary under the Transaction Documents or maintaining
      or
      protecting the collateral which is the subject of such Lien) or in responding
      to
      any subpoena or other legal process issued in connection with the Transaction
      Documents or the transactions provided for hereby or thereby or by reason of
      a
      Purchaser or any Transferee having acquired any of its Secured Notes (other
      than
      those issued solely as a result of (a) such Purchaser or Transferee being
      engaged in business in a regulated industry or (b) such Purchaser’s or
      Transferee’s actions or omissions in connection with a transfer of a Security),
      including without limitation costs and expenses incurred in connection with
      any
      bankruptcy or insolvency of a Borrower or any Subsidiary or in connection with
      any workout or restructuring of any of the transactions contemplated by the
      Transaction Documents. The obligations of the Borrowers under this paragraph
      11A and
      the
      obligations of the Borrowers under paragraphs
      4H and
      subparagraph
      5K(ii)
      shall
      survive the transfer of any of its Secured Notes or any interest therein by
      a
      Purchaser or any Transferee and the payment of any Secured Notes.

     


    
      
        
        

      

      
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    B.  Consent
      to Amendments. 

     

    
      	(i)  	
              No
                Transaction Document may be amended, and the Borrowers may not take
                any
                action herein prohibited, or omit to perform any act herein required
                to be
                performed by it, without the written consent of the Required Holders,
                except that:

            


    

     

    
      	
            	(a)	
              no
                decrease in the interest rate of, or Make Whole Amount payable on,
                the
                Secured Notes or change to the mandatory repayment of the Secured
                Notes as
                provided in paragraph
                4C;

            


    

     

    
      	
            	(b)	
              no
                amendment or waiver of the provisions of paragraph
                7B
                or
                paragraph
                7C,
                or amendment or waiver of any defined term to the extent used therein;
                and

            


    

     

    
      	
            	(c)	
              no
                amendment or waiver of the definition of “Required
                Holders”
                or other amendment of the percentage of Secured Notes required to
                be held
                by Holders consenting to any action under this
                Agreement;

            


    

     

    may
      be
      made or granted without the written consent of all Holders.

     

    
      	(ii)  	
              Any
                Holder may specify that any such written consent executed by it shall
                be
                effective only with respect to a portion of the Secured Notes held
                by it
                (in which case it shall specify, by dollar amount, the aggregate
                principal
                amount of Secured Notes with respect to which such consent shall
                be
                effective) and in the event of any such specifications, such Holder
                shall
                be deemed to have executed such written consent only with respect
                to the
                portion of Secured Notes so
                specified.

            


    

     


    
      
        
        

      

      
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      	(iii)  	
              Each
                Holder at the time or thereafter shall be bound by any amendment
                or waiver
                authorized by the Required Holders in accordance with this paragraph
                11B
                whether or not its Secured Notes are marked to reflect such amendment
                or
                waiver. No such amendment or waiver will extend to or affect any
                obligation, covenant, agreement, Default or Event of Default not
                expressly
                amended or waived or impair any right consequent
                thereon.

            


    

     

    
      	(iv)  	
              No
                course of dealing between the Borrowers or any Subsidiary and any
                Holder
                nor any delay in exercising any rights under any Transaction Document
                shall operate as a waiver of any rights of any
                Holder.

            


    

     

    
      	(v)  	
              Any
                amendment or waiver made pursuant to this paragraph
                11B
                by
                a Holder that has transferred or has agreed to transfer its Secured
                Notes
                to the Borrowers, any Subsidiary or any Affiliate and has provided
                or has
                agreed to provide such amendment or waiver as a condition to such
                transfer
                shall be void and of no force and effect except solely as to such
                Holder,
                and any amendments effected or waivers granted that would not have
                been or
                would not be so effected or granted but for such amendment or waiver
                (and
                the amendments or waivers of all other Holders that were acquired
                under
                the same or similar conditions) shall be void and of no force and
                effect,
                retroactive to the date such amendment or waiver initially took or
                takes
                effect, except solely as to such
                Holder.

            


    

     

    C.  Persons
      Deemed Owners; Participations.
      The
      Borrowers may treat the Person at the time shown on the register referenced
      in
paragraph
      11N
      in whose
      name any Secured Notes, is issued as the owner and holder of such Secured Notes
      for the purpose of receiving payment on or in respect of such Secured Notes
      and
      for all other purposes whatsoever, and the Borrowers shall not be affected
      by
      notice to the contrary. Subject to the preceding sentence, a Holder may from
      time to time grant participations in all or any part of its Secured Notes to
      any
      Person on such terms and conditions as may be determined by such Holder in
      its
      sole and absolute discretion, subject to its compliance with applicable
      law.

     

    D.  Survival
      of Representations and Warranties; Entire Agreement.
      All
      representations and warranties contained in any Transaction Document or made
      in
      any other writing by or on behalf of a Borrower in connection herewith shall
      survive the execution and delivery of such Transaction Document or other
      writing, the transfer by a Purchaser of any Secured Notes or portion thereof
      or
      interest therein and the payment of any Secured Notes and may be relied upon
      by
      any Transferee, regardless of any investigation made at any time by or on behalf
      of the Purchasers or any Transferee. All representations and warranties
      contained in any certificate or other instrument delivered by or on behalf
      of a
      Borrower pursuant to any Transaction Document shall be deemed representations
      and warranties of the Borrowers under this Agreement and not of the individuals
      executing such certificates or other instruments on behalf of a Borrower.
      Subject to the preceding sentence, the Transaction Documents embody the entire
      agreement and understanding between the Purchasers and the Borrowers and
      supersede all prior agreements and understandings relating to the subject matter
      hereof and thereof.

     


    
      
        
        

      

      
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    E.  Successors
      and Assigns.
      All
      covenants and other agreements in this Agreement contained by or on behalf
      of
      any of the parties hereto shall bind and inure to the benefit of the respective
      successors and assigns of such party (including, without limitation, any
      Transferee) whether so expressed or not; provided
      the
      Borrowers may not delegate the performance of any of their obligations
      hereunder.

     

    F.  Confidential
      Information.
      For the
      purposes of this paragraph, “Confidential
      Information”
means
      information delivered to a Purchaser by or on behalf of the Borrowers in
      connection with the transactions contemplated by or otherwise pursuant to this
      Agreement, whether in the past, present or future, that is proprietary in nature
      and that was clearly marked or labeled or otherwise adequately identified when
      received by the Purchaser as being confidential information of the Borrowers,
      provided
      that
      such term does not include information that (a) was publicly known or otherwise
      known to the Purchaser prior to the time of such disclosure or (b) subsequently
      becomes publicly known through no act or omission by the Purchaser or (c)
      otherwise becomes known to the Purchasers other than through disclosure by
      a
      Borrower or any of their Subsidiaries. Each Purchaser will maintain the
      confidentiality of such Confidential Information in accordance with the
      procedures adopted by it in good faith to protect confidential information
      of
      third parties delivered to it. Notwithstanding the foregoing, a Purchaser may
      deliver copies of any Confidential Information to (i) such Purchaser’s and its
      Subsidiaries’ directors, officers, employees, and to its agents and professional
      consultants, (ii) any other Purchaser, (iii) any Person, to whom such Purchaser
      offers to sell any of its Secured Notes or any part thereof or to whom such
      Purchaser sells or offers to sell a participation in all or any part of its
      Secured Notes, provided
      said
      Persons agree to be bound by the terms hereof regarding Confidential
      Information, (iv) any federal or state regulatory authority having jurisdiction
      over such Purchaser and which requires such disclosure, (v) any Person from
      which a Purchaser offers to purchase any security of a Company or a Subsidiary,
      (vi) the National Association of Insurance Commissioners or any rating agency
      which generally requires access to information about a Purchaser’s investment
      portfolio or any similar organization, (vii) Standard & Poor’s Ratings Group
      (in connection with obtaining a private placement number for the Secured Notes)
      or (viii) any other Person to which such delivery or disclosure may be necessary
      or appropriate (a) in compliance with any law, rule, regulation or order
      applicable to such Purchaser, (b) in response to any subpoena or other legal
      process; or (c) at any time after the acceleration of such Purchaser’s Secured
      Notes upon the occurrence of Event of Default (if such acceleration has not
      then
      been rescinded in accordance with paragraph
      7C)
      to the
      extent that such Purchaser determines disclosure is necessary or appropriate
      in
      the enforcement of or for the protection of its rights and remedies under the
      Transaction Documents. Each Holder, by its acceptance of its Secured Notes,
      will
      be deemed to have agreed to be bound by and to be entitled to the benefits
      of
      this paragraph
      11F
      as
      though it were a party to this Agreement.

     


    
      
        
        

      

      
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    G.  Notices.

     

    
      	(i)  	
              All
                notices and other written communications provided for hereunder shall
                be
                given in writing and delivered in person or sent by recognized overnight
                delivery service (with charges prepaid) or by facsimile transmission,
                if
                the original of such facsimile transmission is sent on the same day
                by a
                recognized overnight delivery service (with charges prepaid);
                and

            


    

     

    
      	
            	(a)	
              if
                to a Purchaser or its nominee, addressed to such Person at the address
                or
                fax number specified for such communications to such Purchaser in
                Annex
                1,
                or at such other address or fax number as such Person shall have
                specified
                to the Borrowers in writing,

            


    

     

    
      	
            	(b)	
              if
                to any other Holder, addressed to such other Holder at such address
                or fax
                number as is specified for such Holder in the Note register referenced
                in
                paragraph
                11N,
                and

            


    

     

    
      	
            	(c)	
              if
                to a Borrower, or any Guarantor at the address or fax number specified
                in
                Annex
                2
                or
                at such other address or fax number as the Company shall have specified
                to
                each Holder in writing given in accordance with this paragraph
                11G.

            


    

     

    
      	(ii)  	
              Any
                communication addressed and delivered as herein provided shall be
                deemed
                to be received when actually delivered to the address of the addressee
                (whether or not delivery is accepted) or received by the telecopy
                machine
                of the recipient. Any communication not so addressed and delivered
                shall
                be ineffective.

            


    

     

    
      	(iii)  	
              Notwithstanding
                the foregoing provisions of this paragraph
                11G,
                service of process in any suit, action or proceeding arising out
                of or
                relating to this Agreement or any document, agreement or transaction
                contemplated hereby, or any action or proceeding to execute or otherwise
                enforce any judgment in respect of any breach hereunder or under
                any
                document or agreement contemplated hereby, shall be delivered in
                the
                manner provided in paragraph
                11L.

            


    

     

    H.  Descriptive
      Headings.
      The
      descriptive headings of the several paragraphs of this Agreement are inserted
      for convenience only and do not constitute a part of this
      Agreement.

     


    
      
        
        

      

      
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    I.  Solicitation
      of Holders.
      The
      Borrowers will provide each Holder with sufficient information, sufficiently
      far
      in advance of the date a decision is required, to enable such Holder to make
      an
      informed and considered decision with respect to any proposed amendment, waiver
      or consent requested under any Transaction Document. The Borrowers will deliver
      executed or true and correct copies of each such amendment, waiver or consent
      effected to each Holder promptly following the date on which it is executed
      and
      delivered by, or receives the consent or approval of, the Required Holders.
      Neither the Borrowers nor any Person acting on their behalf will directly or
      indirectly, pay or cause to be paid any remuneration, whether by way of
      supplemental or additional interest, fee, expense (other than such Holder’s
      Expenses) or otherwise, to any Holder for or in connection with any consent
      by
      such Holder in its capacity as a Holder to any waiver or amendment of any of
      the
      terms of the Transaction Documents unless such remuneration is concurrently
      paid, on the same terms, ratably to all Holders whether or not such Holder
      consented to the waiver or amendment.

     

    J.  Reproduction
      of Documents.
      Any
      Transaction Document and all related documents, including (a) consents, waivers
      and modifications which may subsequently be executed, (b) documents received
      by
      the Purchasers on the purchase of the Secured Notes (except the Secured Notes)
      and (c) financial statements, certificates and other information previously
      or
      subsequently furnished to the Purchasers, may be reproduced by the Purchasers
      by
      any photographic, photostatic, microfilm, micro-card, miniature photographic
      or
      other similar process and the Purchasers may destroy any original document
      so
      reproduced. Each Company agrees and stipulates that any such reproduction shall,
      to the extent permitted by applicable law, be admissible in evidence as the
      original itself in any judicial or administrative proceeding, whether or not
      the
      original is in existence and whether or not the reproduction was made by a
      Purchaser in the regular course of business, and to the extent not prohibited
      by
      applicable law, that any enlargement, facsimile or further reproduction of
      the
      reproduction shall likewise be admissible in evidence.

     

    K.  Governing
      Law.
      THIS
      AGREEMENT IS TO BE CONSTRUED AND ENFORCED IN ACCORDANCE WITH, AND THE RIGHTS
      OF
      THE PARTIES SHALL BE GOVERNED BY, THE LAWS OF THE COMMONWEALTH OF MASSACHUSETTS
      (WITHOUT GIVING EFFECT TO ANY LAWS OR RULES RELATING TO CONFLICTS OF LAWS THAT
      WOULD CAUSE THE APPLICATION OF THE LAWS OF ANY JURISDICTION OTHER THAN THE
      COMMONWEALTH OF MASSACHUSETTS).

     

    L.  Consent
      to Jurisdiction and Service.
      TO THE
      EXTENT PERMITTED BY APPLICABLE LAW, EACH BORROWER HEREBY ABSOLUTELY AND
      IRREVOCABLY CONSENTS AND SUBMITS TO THE NONEXCLUSIVE JURISDICTION OF THE COURTS
      OF THE COMMONWEALTH OF MASSACHUSETTS AND OF ANY FEDERAL COURT LOCATED IN SAID
      JURISDICTION IN CONNECTION WITH ANY ACTIONS OR PROCEEDINGS BROUGHT AGAINST
      IT BY
      ANY HOLDER ARISING OUT OF OR RELATING TO ANY OF THE TRANSACTION DOCUMENTS AND
      HEREBY IRREVOCABLY AGREES THAT ALL CLAIMS IN RESPECT OF ANY SUCH ACTION OR
      PROCEEDING MAY BE HEARD AND DETERMINED IN ANY SUCH COURT. EACH BORROWER HEREBY
      WAIVES AND AGREES NOT TO ASSERT IN ANY SUCH ACTION OR PROCEEDING, IN EACH CASE,
      TO THE FULLEST EXTENT PERMITTED BY APPLICABLE LAW, ANY CLAIM THAT (A) IT IS
      NOT
      PERSONALLY SUBJECT TO THE JURISDICTION OF ANY SUCH COURT, (B) IT IS IMMUNE
      FROM
      ANY LEGAL PROCESS (WHETHER THROUGH SERVICE OR NOTICE, ATTACHMENT PRIOR TO
      JUDGMENT, ATTACHMENT IN AID OF EXECUTION, EXECUTION OR OTHERWISE) WITH RESPECT
      TO IT OR ITS PROPERTY, (C) ANY SUCH SUIT, ACTION OR PROCEEDING IS BROUGHT IN
      AN
      INCONVENIENT FORUM, OR (D) SUCH TRANSACTION DOCUMENT MAY NOT BE ENFORCED IN
      OR
      BY ANY SUCH COURT. IN ANY SUCH ACTION OR PROCEEDING, TO THE FULLEST EXTENT
      PERMITTED BY APPLICABLE LAW, EACH BORROWER HEREBY ABSOLUTELY AND IRREVOCABLY
      WAIVES TRIAL BY JURY AND PERSONAL IN HAND SERVICE OF ANY SUMMONS, COMPLAINT,
      DECLARATION OR OTHER PROCESS AND HEREBY ABSOLUTELY AND IRREVOCABLY AGREES THAT
      THE SERVICE MAY BE MADE BY CERTIFIED OR REGISTERED MAIL, RETURN RECEIPT
      REQUESTED, DIRECTED TO IT AT ITS ADDRESS SET FORTH IN OR FURNISHED PURSUANT
      TO
      THE PROVISIONS OF THIS AGREEMENT, OR BY ANY OTHER MANNER PROVIDED BY LAW. EACH
      BORROWER HEREBY IRREVOCABLY APPOINTS AND AGREES TO MAINTAIN THE APPOINTMENT
      OF
      CT CORPORATION SYSTEM WITH OFFICES AS OF THE DATE OF THIS AGREEMENT AT 2 OLIVER
      STREET, BOSTON, MASSACHUSETTS 02109 (PROVIDED IF CT CORPORATION SYSTEM IS NO
      LONGER ABLE TO ACT AS SUCH AN AGENT, THEN OF ANOTHER CORPORATE AGENT OF NATIONAL
      STANDING WITH OFFICES WITHIN THE COMMONWEALTH OF MASSACHUSETTS IF SUCH BORROWER
      SHALL HAVE GIVEN EACH HOLDER PRIOR WRITTEN NOTICE OF THE NAME AND ADDRESS OF
      SUCH NEW CORPORATE AGENT), AS ITS AGENT TO RECEIVE FOR AND ON ITS BEHALF,
      SERVICES OF PROCESS IN THE COMMONWEALTH OF MASSACHUSETTS AND THE FEDERAL COURTS
      LOCATED THEREIN IN ANY LEGAL ACTION OR PROCEEDING WITH RESPECT TO THE
      TRANSACTION DOCUMENTS AND EACH BORROWER AGREES THAT SUCH SERVICE SHALL BE DEEMED
      COMPLETED UPON THE DATE 10 DAYS AFTER DELIVERY TO SUCH AGENT WHETHER OR NOT
      SUCH
      AGENT GIVES NOTICE THEREOF TO SUCH BORROWER. ANYTHING HEREINBEFORE TO THE
      CONTRARY NOTWITHSTANDING, ANY HOLDER MAY SUE EITHER BORROWER IN ANY OTHER
      APPROPRIATE JURISDICTION AND ANY PARTY MAY SUE ANY OTHER PARTY ON A JUDGMENT
      RENDERED BY ANY COURT PURSUANT TO THE PROVISIONS OF THE FIRST SENTENCE OF THIS
      PARAGRAPH
      11L
      IN THE
      COURTS OF ANY COUNTRY, STATE OF THE UNITED STATES OR PLACE WHERE SUCH OTHER
      PARTY OR ANY OF ITS PROPERTY OR ASSETS MAY BE FOUND OR IN ANY OTHER APPROPRIATE
      JURISDICTION.

     


    
      
        
        

      

      
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    M.  Counterparts.
      This
      Agreement may be executed simultaneously in two or more counterparts, each
      of
      which shall be deemed an original, and it shall not be necessary in making
      proof
      of this Agreement to produce or account for more than one such
      counterpart.

     


    
      
        
        

      

      
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    N.  Registration,
      Transfer, Exchange and Replacement of Secured Notes.

     

      Registration.
      The
      Secured Notes are to be issued and are transferable in whole or in part as
      registered securities without coupons in denominations of at least $1,000,000
      in
      the case of the Secured Notes, except as may be necessary to reflect any
      principal amount less than $1,000,000, and may be exchanged for one or more
      Secured Notes of any authorized denomination and like Series and aggregate
      outstanding principal amount. The Borrowers shall keep at the principal
      executive office of the Company a register for each series of Secured Notes
      in
      which the Company shall record the registrations of the Secured Notes of such
      series and the names and addresses of the Holders from time to time and all
      transfers thereof. The Borrowers shall provide any Holder who is a Purchaser
      or
      an Institutional Investor or who otherwise holds not less than 10% of the
      aggregate principal amount of any series of the Secured Notes then outstanding,
      promptly upon request, a complete and correct copy of the names and addresses
      of
      the then Holders of such series.

     

      Transfer
      and Exchange.
      Upon
      surrender of a Secured Note to the Company for registration of transfer or
      exchange endorsed or accompanied by a written instrument of transfer duly
      executed by the registered Holder or its attorney duly authorized in writing
      and
      accompanied by the address for notices, the Borrowers shall at their expense
      (except as provided below), execute and deliver one or more replacement Secured
      Notes of like tenor and series and of a like aggregate amount, registered in
      the
      name of such Transferee or Transferees. Each new Secured Note will bear interest
      from the date to which interest shall have been paid on the surrendered Security
      or the date of surrender if no interest shall have been paid thereon. The
      Borrowers may require payment of a sum sufficient to cover any stamp tax or
      governmental charge imposed in respect of any such transfer. If a transfer
      of a
      Secured Note is not made pursuant to an effective registration statement under
      the Securities Act, the Borrowers may require the transferor to deliver, prior
      to such transfer, an opinion of counsel, which may be counsel to such
      transferor, reasonably satisfactory to the Borrowers, that such Secured Note
      may
      be sold without registration under the Act.

     

      Replacement.
      Upon
      receipt of written notice from a Holder of the loss, theft, destruction or
      mutilation of a Secured Note and, in the case of any such loss, theft or
      destruction, upon receipt of an indemnification agreement of such Holder (and,
      in the case of a Holder which is not a Qualified Institutional Buyer, with
      such
      security as may be reasonably requested by the Borrowers) satisfactory to the
      Borrowers, or in the case of any such mutilation upon surrender and cancellation
      of such Secured Note, the Borrowers will make and deliver a new Secured Note,
      at
      their expense, of like tenor and series, in lieu of the lost, stolen, destroyed
      or mutilated Secured Note, and each new Secured Note will bear interest from
      the
      date to which interest shall have been paid on such lost, stolen, destroyed
      or
      mutilated Secured Note or if no interest has been paid thereon, the date of
      issue of such lost, stolen, destroyed or mutilated Secured Note.

     

    O.  Compliance
      by Subsidiaries.
      The
      Borrowers, as the holders of the Equity Interests of their Subsidiaries, shall
      cause such meetings to be held, votes to be cast, resolutions to be passed,
      by-laws to be made and confirmed, documents to be executed and all other things
      and acts to be done to ensure that, at all times, the provisions of this
      Agreement relating to the Borrowers and such Subsidiaries, respectively, are
      complied with.

     

     

    
      
        
        

      

      
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    P.  Severability.
      If any
      provision of this Agreement shall be held or deemed to be, or shall in fact
      be,
      invalid, inoperative, illegal or unenforceable as applied to any particular
      case
      in any jurisdiction because of the conflict of such provision with any
      constitution or statute or rule of public policy or for any other reason, such
      circumstance shall not have the effect of rendering the provision or provisions
      in question invalid, inoperative, illegal or unenforceable in any other
      jurisdiction or in any other case or circumstance or of rendering any other
      provision or provisions herein contained invalid, inoperative, illegal or
      unenforceable to the extent that such other provisions are not themselves
      actually in conflict with such constitution, statute or rule of public policy,
      but this Agreement shall be reformed and construed in any such jurisdiction
      or
      case as if such invalid, inoperative, illegal or unenforceable provision had
      never been contained herein and such provision reformed so that it would be
      valid, operative and enforceable to the maximum extent permitted in such
      jurisdiction or in such case.

     

    Q.  Termination.
      This
      Agreement and the rights of the Holders and the obligations of the Borrowers
      hereunder shall not terminate until each of the Secured Notes, including all
      principal, interest, including interest on overdue interest and Make Whole
      Amount has been indefeasibly paid in full and all Expenses and all other amounts
      owed to any Purchaser or any Holder pursuant to the terms of any Transaction
      Document has been indefeasibly paid in full.

     

    R.  Construction.
      Each
      covenant contained herein shall be construed (absent express provision to the
      contrary) as being independent of each other covenant contained herein, so
      that
      compliance with any one covenant shall not (absent such an express contrary
      provision) be deemed to excuse compliance with any other covenant. Where any
      provision herein refers to action to be taken by any Person, or which such
      Person is prohibited from taking, such provision shall be applicable whether
      such action is taken directly or indirectly by such Person.

     

    S.  Joint
      and Several Liability.
      Each and
      every representation, warranty, covenant and agreement made in this Agreement
      or
      any other Transaction Document in favor of the Purchasers or any Holder by
      the
      Borrowers is the joint and several obligation of the Borrowers whether or not
      so
      expressed, and the obligations of the Borrowers shall not be subject to any
      counterclaim, setoff, recoupment or defense based upon any claim a Borrower
      may
      have against the other Borrower, any Purchaser or any Holder.

     

    SIGNATURES
      FOLLOW ON NEXT PAGE

     


    
      
        
        

      

      
        -63-

        
          

        

      

      
        
        

      

    


    


    IN
      WITNESS WHEREOF, each of the parties hereto has caused this Agreement to be
      executed and delivered by one of its duly authorized officers.

     

    
      	 	 	 
	BORROWERS: 	CAL-MAINE
              FOODS,
              INC.
	 
 	 
 	 
 
	 	By:  	 
	 	
              

              Name:

            
	 	Title:


    

    
      	 	 	 
	 	 	 
	 	CAL-MAINE
              PARTNERSHIP, LTD.
	 
 	 
 	 
 
	 	By:  	CAL-MAINE
              FOODS,
              INC.
	 	(its General
              Partner)


    

    
      	 	 	 
	 	 	 
	 	By:  	 
	 	
              
Name:
	 	Title:


    

    
      	 	 	 
	 	 	 
	PURCHASERS: 	JOHN
              HANCOCK LIFE
              INSURANCE COMPANY]
	 
 	 
 	 
 
	 	By:  	 
	 	
              
Name:
	 	
              Title:

            


    

    
      	 	 	 
	 	 	 
	 	JOHN
              HANCOCK
              VARIABLE LIFE INSURANCE COMPANY
	 
 	 
 	 
 
	 	By:  	 
	 	
              
Name:
	 	Title:


    

        

    


    
      
        
          
          

        

        
          -64-

          
            

          

        

        
          
          

        

      

    

    
 

    Table
      of Contents

    Page


    
      	
              1

            	
              AUTHORIZATION;
                RANKING

            	
              1

            
	 	
              A.

            	
              Authorization
                of Issue of the Series C Notes

            	
              1

            
	 	
              B.

            	
              Ranking

            	
              1

            
	 	
              C.

            	
              Interest
                on the Secured Notes

            	
              2

            
	 	 	 	 
	
              2

            	
              PURCHASE
                AND SALE OF THE SECURED NOTES; CLOSING; EFFECT

            	
              2

            
	 	
              A.

            	
              Purchase
                and Sale of the Secured Notes

            	
              2

            
	 	
              B.

            	
              Closing

            	
              3

            
	 	
              C.

            	
              Effect
                of Amendment and Restatement

            	
              3

            
	 	 	 	 
	
              3

            	
              CONDITIONS
                OF CLOSING

            	
              3

            
	 	
              A.

            	
              Charter
                and Proceedings

            	
              3

            
	 	
              B.

            	
              Opinion
                of Borrowers’ Counsel

            	
              5

            
	 	
              C.

            	
              Opinion
                of Purchasers’ Special Counsel

            	
              5

            
	 	
              D.

            	
              Representations
                and Warranties and Compliance

            	
              5

            
	 	
              E.

            	
              Purchase
                Permitted by Applicable Laws

            	
              6

            
	 	
              F.

            	
              Private
                Placement Numbers

            	
              6

            
	 	
              G.

            	
              Sale
                of all Series C Notes

            	
              6

            
	 	
              H.

            	
              Consent
                of Other Persons

            	
              6

            
	 	
              I.

            	
              Appointment
                of Agent for Service of Process

            	
              6

            
	 	
              J.

            	
              Payment
                of Special Counsel Fees

            	
              6

            
	 	
              K.

            	
              Other
                Transaction Documents

            	
              6

            
	 	
              L.

            	
              Environmental
                and Zoning Status

            	
              7

            
	 	
              M.

            	
              Appraisals

            	
              7

            
	 	
              N.

            	
              Subsidiary
                Guaranties

            	
              7

            
	 	 	 	 
	
              4

            	
              PREPAYMENT
                AND REPAYMENT

            	
              8

            
	 	
              A.

            	
              Optional
                Prepayment of Secured Notes at Any Time

            	
              8

            
	 	
              B.

            	
              Notice
                of Optional Prepayment

            	
              8

            
	 	
              C.

            	
              Scheduled
                Repayment of Secured Notes.

            	
              8

            
	 	
              D.

            	
              Prepayment
                of Secured Notes Upon a Change of Control

            	
              9

            
	 	
              E.

            	
              Payments
                Pro Rata; Application of Payments

            	
              10

            
	 	
              F.

            	
              Retirement
                of Secured Notes

            	
              11

            
	 	
              G.

            	
              Manner
                of Payment.

            	
              11

            
	 	
              H.

            	
              Taxes.

            	
              12

            
	 	
              I.

            	
              Make
                Whole Amount

            	
              13

            
	 	 	 	 
	
              5

            	
              AFFIRMATIVE
                COVENANTS

            	
              13

            
	 	
              A.

            	
              Financial
                and Other Reporting by the Borrowers

            	
              13

            
	 	
              B.

            	
              Information
                Required by Rule 144A

            	
              18

            
	 	
              C.

            	
              Inspection
                of Property

            	
              18

            
	 	
              D.

            	
              Existence,
                Etc

            	
              18

            
	 	
              E.

            	
              Payment
                of Taxes and Claims.

            	
              18

            
	 	
              F.

            	
              Compliance
                with Laws, Etc

            	
              19

            


    

     

     

    
      
        
        

      

      
        i

        
          

        

      

      
        
        

      

       

      
         

        Table
          of Contents

        (continued)

        Page

      

       

    

    
      	 	
              G.

            	
              Maintenance
                of Properties and Leases

            	
              19

            
	 	
              H.

            	
              Insurance

            	
              19

            
	 	
              I.

            	
              Use
                of Proceeds

            	
              19

            
	 	
              J.

            	
              Environmental
                Compliance and Indemnification

            	
              19

            
	 	
              K.

            	
              Maintenance
                of Books and Records

            	
              20

            
	 	
              L.

            	
              Subsidiary
                Guaranties

            	
              21

            
	 	
              M.

            	
              Payment
                of Trade Payables

            	
              21

            
	 	
              N.

            	
              Additional
                Agreements

            	
              21

            
	 	 	 	 
	
              6

            	
              NEGATIVE
                COVENANTS

            	
              21

            
	 	
              A.

            	
              Financial
                Covenants

            	
              21

            
	 	
              B.

            	
              Liens
                and Other Restrictions.

            	
              22

            
	 	
              C.

            	
              Sales
                of Equity Interests by Subsidiaries.

            	
              24

            
	 	
              D.

            	
              Merger
                and Sale of Assets

            	
              24

            
	 	
              E.

            	
              Subsidiary
                Dividend and Other Restrictions

            	
              24

            
	 	
              F.

            	
              Transactions
                with Related Parties

            	
              24

            
	 	
              G.

            	
              Dividends;
                Restricted Payments and Restricted Investment.

            	
              25

            
	 	
              H.

            	
              Debt;
                Guaranties of Debt.

            	
              26

            
	 	
              I.

            	
              Compliance
                with ERISA

            	
              26

            
	 	
              J.

            	
              Line
                of Business

            	
              27

            
	 	 	 	 
	
              7

            	
              EVENTS
                OF DEFAULT

            	
              27

            
	 	
              A.

            	
              Events
                of Default

            	
              27

            
	 	
              B.

            	
              Acceleration
                on Event of Default.

            	
              30

            
	 	
              C.

            	
              Rescission
                of Acceleration

            	
              30

            
	 	
              D.

            	
              Notice
                of Acceleration or Rescission

            	
              31

            
	 	
              E.

            	
              Other
                Remedies, No Waivers or Election of Remedies

            	
              31

            
	 	 	 	 
	
              8

            	
              REPRESENTATIONS
                AND WARRANTIES

            	
              31

            
	 	
              A.

            	
              Organization,
                Etc.

            	
              31

            
	 	
              B.

            	
              Equity
                Ownership.

            	
              32

            
	 	
              C.

            	
              Financial
                Statements

            	
              33

            
	 	
              D.

            	
              Actions
                Pending

            	
              33

            
	 	
              E.

            	
              Title
                to Properties.

            	
              33

            
	 	
              F.

            	
              Affiliates
                and Investments in Others

            	
              34

            
	 	
              G.

            	
              Tax
                Returns and Payments

            	
              34

            
	 	
              H.

            	
              Conflicting
                Agreements and Other Matters.

            	
              34

            
	 	
              I.

            	
              Offering
                of Secured Notes

            	
              35

            
	 	
              J.

            	
              Regulation
                U, Etc

            	
              35

            
	 	
              K.

            	
              ERISA.

            	
              35

            
	 	
              L.

            	
              Governmental
                and Other Consents

            	
              36

            
	 	
              M.

            	
              Environmental
                Matters

            	
              37

            
	 	
              N.

            	
              Labor
                Relations

            	
              38

            
	 	
              O.

            	
              Financial
                Condition

            	
              38

            
	 	
              P.

            	
              Disclosure

            	
              38

            
	 	
              Q.

            	
              Status
                Under Certain Federal Statutes

            	
              38

            


    

     

     

    
      
        
        

      

      
        ii

        
          

        

      

      
        
        

      

    

     

     

    
      Table
        of Contents

      (continued)

      Page

    

     

    
      	 	
              R.

            	
              Existing
                Indebtedness; Future Liens

            	
              39

            
	 	
              S.

            	
              Compliance
                with Laws, Etc

            	
              39

            
	 	
              T.

            	
              Brokers

            	
              39

            
	 	 	 	 
	
              9

            	
              REPRESENTATIONS
                OF THE PURCHASERS

            	
              39

            
	 	 	 
	
              10

            	
              DEFINITIONS

            	
              41

            
	 	
              A.

            	
              Prepayment
                and Make Whole Amount Terms.

            	
              41

            
	 	
              B.

            	
              Other
                Terms.

            	
              42

            
	 	 	 	 
	
              11

            	
              MISCELLANEOUS

            	
              55

            
	 	
              A.

            	
              Expenses

            	
              55

            
	 	
              B.

            	
              Consent
                to Amendments.

            	
              56

            
	 	
              C.

            	
              Persons
                Deemed Owners; Participations

            	
              57

            
	 	
              D.

            	
              Survival
                of Representations and Warranties; Entire Agreement

            	
              57

            
	 	
              E.

            	
              Successors
                and Assigns

            	
              58

            
	 	
              F.

            	
              Confidential
                Information

            	
              58

            
	 	
              G.

            	
              Notices.

            	
              59

            
	 	
              H.

            	
              Descriptive
                Headings

            	
              59

            
	 	
              I.

            	
              Solicitation
                of Holders

            	
              60

            
	 	
              J.

            	
              Reproduction
                of Documents

            	
              60

            
	 	
              K.

            	
              Governing
                Law

            	
              60

            
	 	
              L.

            	
              Consent
                to Jurisdiction and Service

            	
              60

            
	 	
              M.

            	
              Counterparts

            	
              61

            
	 	
              N.

            	
              Registration,
                Transfer, Exchange and Replacement of Secured Notes.

            	
              62

            
	 	
              O.

            	
              Compliance
                by Subsidiaries

            	
              62

            
	 	
              P.

            	
              Severability

            	
              63

            
	 	
              Q.

            	
              Termination

            	
              63

            
	 	
              R.

            	
              Construction

            	
              63

            
	 	
              S.

            	
              Joint
                and Several Liability

            	
              63

            


    

    
 

    
      
        
        

      

      
        iii

        
          

        

      

      
        
        

      

    

     

    

      
        	
                ANNEXES

              	 	 
	
                ANNEX
                  1

              	
                -

              	
                Purchasers
                  Schedule

              
	
                ANNEX
                  2

              	
                -

              	
                Wiring
                  Instructions, Borrowers Address for Notices

              
	
                DISCLOSURE
                  SCHEDULES

              	 	 
	
                SCHEDULE
                  5I

              	
                -

              	
                Use
                  of Proceeds

              
	
                SCHEDULE
                  6B(1)

              	
                -

              	
                Existing
                  Liens

              
	
                SCHEDULE
                  6G

              	
                -

              	
                Permitted
                  Investments

              
	
                SCHEDULE
                  8A

              	
                -

              	
                Organization;
                  Foreign Qualifications; Etc.

              
	
                SCHEDULE
                  8B

              	
                -

              	
                Equity
                  Interests

              
	
                SCHEDULE
                  8L

              	
                -

              	
                Governmental
                  and Other Consents

              
	
                SCHEDULE
                  8M

              	
                -

              	
                Environmental
                  Matters

              
	
                SCHEDULE
                  8R

              	
                -

              	
                Existing
                  Debt

              
	
                SCHEDULE
                  8S

              	
                -

              	
                Compliance
                  with Laws

              


      


       

      
        
           

        

        
          iv