Exhibits and Schedules to Credit Agreement



 Exhibit 10.1 

SCHEDULE 1.01(a) 

EXISTING CREDIT AGREEMENTS 

Bilateral credit agreements with Bank of America and Wachovia (excluding Wachovia Letters of Credit). 

 

 S-1 








 SCHEDULE 1.01(c) 

EXISTING INVESTMENTS 

None. 
  

 S-2 








 SCHEDULE 1.01(d) 

UNRESTRICTED SUBSIDIARIES 

None. 
  

 S-3 








 SCHEDULE 2.01 

COMMITMENTS AND 

APPLICABLE PERCENTAGES 
  

							
	 Lender
	  	Commitment	  	Applicable
Percentage	 
	 Bank of America, N.A.
	  	$	 75,000,000.00	  	42.857142857	% 
	 Branch Banking and Trust Company
	  	$	 50,000,000.00	  	28.571428571	% 
	 Wachovia Bank, National Association
	  	$	 50,000,000.00	  	28.571428571	% 
		  	 	 	  	 	 
			
	 Total
	  	$	175,000,000.00	  	100.000000000	% 

  

 S-4 








 SCHEDULE 7.01 

EXISTING LIENS 

See attached. 
  

 S-5 









													
	 Debtor
	  	 Secured Party
	  	 Jurisdiction
	  	 File Date
	  	 UCC

File Number
	  	 Collateral Description
	  	 Amendments and

Continuations

	 Ingles Markets, Incorporated
	  	 Fleet Capital Corporation
  

Assignee:
 PNC
Leasing Corp.
	  	 North Carolina

Secretary of State
	  	07/02/1999	  	 19990064763
	  	 Specified machinery, equipment, furniture, fixtures, proceeds, products and income relating thereto for 5 North Carolina store locations.
	  	 Continuation:

File Date: 4/27/2004

File#20040042008A

	 Ingles Markets, Incorporated
	  	 Heller Financial Leasing, Inc.
	  	 North Carolina

Secretary of State
	  	07/07/1999	  	 19990065996
	  	 All grocery store furniture, trade fixtures, equipment and personal property relating to 3 store locations in Tennessee and Georgia.
	  	 Amendment:

File Date: 2/10/2004

File#20040013551B

Change Debtor’s name/address
  

Continuation:

File Date: 2/11/2004

File#20040013890J

	 Ingles Markets, Incorporated
	  	 Heller Financial Leasing, Inc.
	  	 North Carolina

Secretary of State
	  	11/17/1999	  	 19990111017
	  	 All grocery store furniture, trade fixtures, equipment and personal prop erty relating to store located in Canton, Georgia.
	  	 Amendment:

File Date: 5/18/2004

File#20040050055B

Change Debtor’s name/address
  

Continuation:

File Date: 5/18/2004

File#20040050035M

	 Ingles Markets, Incorporated
	  	 Heller Financial Leasing, Inc.
	  	 North Carolina

Secretary of State
	  	01/05/2000	  	 20000001762
	  	 All grocery store furniture, trade fixtures, equipment and personal property relating to 2 Georgia store locations.
	  	 Amendment:

File Date: 8/2/2004

File#20040077390C

Change Debtor’s name/address
  

Continuation:

File Date: 8/3/2004

File#20040077716F

	 Ingles Markets, Incorporated
	  	 Fifth Third Leasing Company
	  	 North Carolina

Secretary of State
	  	05/25/2000	  	 20000053302
	  	 All grocery store furniture, trade fixtures, equipment and personal property for Shelby, North Carolina store location (Lease #2222-039).
	  	 Assignment:

File Date: 5/21/01

File#20010048243

Assigned by General Electric Capital Corporation, as Agent

 
 Assignment:

File Date: 8/22/2002

File#20020091993E

Assigned by Mellon US Leasing


  

 S-6 









													
		  		  		  		  		  		  	 Continuation:

File Date: 3/4/2005

File#20050020850C

	 Ingles Markets, Incorporated
	  	 Assignee:

The Fifth Third Leasing Company
	  	 North Carolina

Secretary of State
	  	05/31/2000	  	 20000055061
	  	 All grocery store furniture, trade fixtures, equipment and personal property relating to Greenville, South Carolina store location.
	  	 Assignment:

File Date: 8/7/2002

File#20020086549L

Assigned by General Electric Capital Corporation, as Agent

 
 Continuation:

File Date: 3/4/2005

File#20050020848M

	 Ingles Markets, Incorporated
	  	 Assignee:

Wells Fargo Equipment Finance, Inc.
	  	 North Carolina

Secretary of State
	  	05/31/2000	  	 2000055058
	  	 All grocery store furniture, trade fixtures, equipment and personal property relating to Cartersville, Georgia store location.
	  	 Assignment:

File Date: 8/21/2000

File#20000084393

Assigned by General Electric Capital Corporation, as Agent

 
 Continuation & Amendment:

File Date: 5/26/2005

File#20050050746M

Changed Debtor’s name from “Inc.” to “Incorporated”

	 Ingles Markets, Incorporated
	  	 General Electric Capital Corporation, as Agent
	  	 North Carolina

Secretary of State
	  	07/06/2000	  	 20000067899
	  	 5 utility trailers.
	  	 Amendment:

File Date: 5/20/2005

File#20050049082A

Change Debtor’s name/address
  

Continuation:

File Date: 5/23/2005

File#20050049433A

	 Ingles Markets, Incorporated
	  	 General Electric Capital Corporation, as Agent
	  	 North Carolina

Secretary of State
	  	08/04/2000	  	 20000089562
	  	 One switch trailer.
	  	 Amendment:

File Date: 6/16/2005

File#20050057935H

Change Debtor’s name/address
  

Continuation:

File Date: 6/17/2005

File#20050058441M


  

 S-7 









													
	 Ingles Markets, Incorporated
	  	 Norlease, Inc.
	  	 North Carolina

Secretary of State
	  	10/12/2000	  	 20000101622
	  	 Specified machinery, equipment, furniture, proceeds, products and income thereof with respect to Athens, Tennessee and Johnson City, Tennessee store locations.

	  	 Continuation:

File Date: 9/19/2005

File#20050089848F

	 Ingles Markets, Incorporated
	  	 General Electric Capital Corporation, as Agent
	  	 North Carolina

Secretary of State
	  	10/17/2000	  	 20000102943
	  	 5 trailers.

(2222-059)
	  	 Amendment:

File Date: 7/19/2005

File#20050068523B

Change Debtor’s name/address
  

Continuation:

File Date: 7/20/2005

File#20050069024K

	 Ingles Markets, Incorporated
	  	 Assignee:

The CIT Group/Equipment Financing, Inc.
	  	 North Carolina

Secretary of State
	  	10/27/2000	  	 20000106627
	  	 Specified machinery, equipment, furniture, fixtures, proceeds, products and income thereof with respect to Thomasville, NC and Knoxville, TN store locations.

	  	 Assignment:

File Date: 8/3/2005

File#20050073777K

Assigned by Fleet Capital Corporation
  

Continuation:

File Date: 8/3/2005

File#20050073778M

	 Ingles Markets, Incorporated
	  	 Citizens Leasing Corporation
	  	 North Carolina

Secretary of State
	  	11/09/2000	  	 20000110850
	  	 Specified machinery, equipment, furniture, fixtures, proceeds, products and income thereof with respect to Forsyth County, Georgia store
location.
	  	 Continuation:

File Date: 10/6/2005

File#20050095761G

	 Ingles Markets, Incorporated
	  	 LaSalle National Leasing Corporation
	  	 North Carolina

Secretary of State
	  	03/12/2001	  	 20010024280
	  	 10 leased utility trailers.
	  	 Continuation:

File Date: 2/17/2006

File#20060016665C

	 Ingles Markets, Incorporated
	  	 LaSalle National Leasing Corporation
	  	 North Carolina

Secretary of State
	  	03/12/2001	  	 20010024281
	  	 10 leased utilty trailers.
	  	 Continuation:

File Date: 2/17/2006

File#20060016673B

	 Ingles Markets, Incorporated
	  	 LaSalle National Leasing Corporation
	  	 North Carolina

Secretary of State
	  	05/01/2001	  	 20010041847
	  	 Leased equipment.
	  	 Continuation:

File Date: 2/17/2006

File#20060016669H

	 Ingles Markets, Incorporated
	  	 LaSalle National Leasing Corporation
	  	 North Carolina

Secretary of State
	  	05/01/2001	  	 20010041848
	  	 Leased equipment.
	  	 Continuation:

File Date: 2/17/2006

File#20060016694F

	 Ingles Markets, Incorporated
	  	 LaSalle National Leasing Corporation
	  	 North Carolina

Secretary of State
	  	05/01/2001	  	 20010041849
	  	 Leased equipment.
	  	 Continuation:

File Date: 2/17/2006

File#20060016697J


  

 S-8 









													
	 Ingles Markets, Incorporated
	  	 LaSalle National Leasing Corporation
	  	 North Carolina

Secretary of State
	  	05/01/2001	  	 20010041856
	  	 Leased equipment.
	  	 Continuation:

File Date: 2/17/2006

File#20060016662M

	 Ingles Markets, Incorporated
	  	 LaSalle National Leasing Corporation
	  	 North Carolina

Secretary of State
	  	05/30/2001	  	 20010051293
	  	 Leased equipment.
	  	 Continuation:

File Date: 2/17/2006

File#20060016704H

	 Ingles Markets, Incorporated
	  	 LaSalle National Leasing Corporation
	  	 North Carolina

Secretary of State
	  	06/15/2001	  	 20010057035
	  	 Leased equipment.
	  	 Continuation:

File Date: 2/17/2006

File#20060016706K

	 Ingles Markets, Incorporated
	  	 LaSalle National Leasing Corporation
	  	 North Carolina

Secretary of State
	  	06/20/2001	  	 20010058328
	  	 Leased equipment.
	  	 Continuation:

File Date: 2/17/2006

File#20060016715K

	 Ingles Markets, Incorporated
	  	 LaSalle National Leasing Corporation
	  	 North Carolina

Secretary of State
	  	07/17/2001	  	 20010502045F
	  	 Filed in lieu of continuation statement for prior Forsyth, GA, Buncomb, NC and NC S/S filings.

No collateral description included.
	  	 Amendment:

File Date: 1/16/2002

File#20020007852C

Restated Collateral –specified leased equipment.

 
 Continuation:

File Date: 2/17/2006

File#20060016791H

	 Ingles Markets, Incorporated
	  	 LaSalle National Leasing Corporation
	  	 North Carolina

Secretary of State
	  	07/17/2001	  	 20010502049J
	  	 Filed in lieu of continuation statement for prior NC S/S and Buncomb, NC filings.

No collateral description included.
	  	 Amendment:

File Date: 1/16/2002

File#20020007855G

Restated Collateral—specified leased equipment.

 
 Continuation:

File Date: 2/17/2006

File#20060016735A

	 Ingles Markets, Incorporated
	  	 LaSalle National Leasing Corporation
	  	 North Carolina

Secretary of State
	  	07/17/2001	  	 20010502059J
	  	 Filed in lieu of continuation statement for prior SC S/S, NC S/S and Buncombe, NC filings.

No collateral description included.
	  	 Amendment:

File Date: 1/16/2002

File#20020007864F

Restated Collateral—specified leased equipment.

 
 Continuation:

File Date: 2/17/2006

File#20060016719C

	 Ingles Markets, Incorporated
	  	 LaSalle National Leasing Corporation
	  	 North Carolina

Secretary of State
	  	08/09/2001	  	 20010509964F
	  	 Leased trailers.
	  	 Continuation:

File Date: 2/17/2006

File#20060016739F


  

 S-9 









													
	 Ingles Markets, Incorporated
	  	 LaSalle National Leasing Corporation
	  	 North Carolina

Secretary of State
	  	08/21/2001	  	 20010514417J
	  	 Leased trailers.
	  	 Amendment:

File Date: 2/23/2006

File#20060018657G

Change Debtor’s name/address
  

Continuation:

File Date: 2/23/2006

File#20060018661A

	 Ingles Markets, Incorporated
	  	 General Electric Capital Business Asset Funding Corporation
	  	 North Carolina

Secretary of State
	  	10/01/2001	  	 20010528768K
	  	 Fixture filing relating to Johnson City, TN store location.
	  	 Continuation:

File Date: 7/3/2006

File#20060065672F

	 Ingles Markets, Incorporated
	  	 General Electric Capital Business Asset Funding Corporation
	  	 North Carolina

Secretary of State
	  	10/01/2001	  	 20010529142C
	  	 Fixture filing relating to Karns, TN store location.
	  	 Continuation:

File Date: 7/3/2006

File#20060065676K

	 Ingles Markets, Incorporated
	  	 General Electric Capital Business Asset Funding Corporation
	  	 North Carolina

Secretary of State
	  	10/01/2001	  	 20010529147J
	  	 Fixture filing relating to Cartersville, GA store location.
	  	 Continuation:

File Date: 7/3/2006

File#20060065657J

	 Ingles Markets, Incorporated
	  	 ORIX Commercial Finance, LLC
	  	 North Carolina

Secretary of State
	  	10/16/2001	  	 20010535160A
	  	 Leased equipment.
	  	 Amendment:

File Date: 9/20/2006

File#20060091279H

Amended SP’s name.
  

Continuation:

File Date: 9/21/2006

File#20060093548J

	 Ingles Markets, Incorporated
	  	 LaSalle National Leasing Corporation
	  	 North Carolina

Secretary of State
	  	11/30/2001	  	 20010551673E
	  	 Leased utility trailers.
	  	 Continuation:

File Date: 8/23/2006

File#200600821153J

	 Ingles Markets, Incorporated
	  	 LaSalle Bank National Association, as Trustee
	  	 North Carolina

Secretary of State
	  	07/08/2002	  	 20020075694F
	  	 Fixture filing including equipment, contract rights, general intangibles and tangible personal property relating to Spalding County, GA store
location.
	  	 Continuation:

File Date: 4/9/2007

File#20070035492C

	 Ingles Markets, Incorporated
	  	 Metropolitan Life Insurance Company
	  	 North Carolina

Secretary of State
	  	11/13/2002	  	 20020120331F
	  	 Fixture filing with respect to Asheville, NC and Black Mountain, NC store locations.
	  	 Continuation:

File Date: 6/1/2007

File#20070053481A


  

 S-10 









													
	 Ingles Markets, Incorporated
	  	 Heller Financial Leasing, Inc.
	  	 North Carolina

Secretary of State
	  	02/10/2004	  	 20040013766M
	  	 In lieu of continuation filing with respect to prior TN S/S, Clayton County, GA and Carter County, TN filings covering grocery store furniture, trade fixtures,
equipment and personal property located at Lake City, GA, Riverdale, GA and Elizabethton, TN store locations.
	  	 Continuation:

File Date: 09/03/2008

File#20080080220C

	 Ingles Markets, Incorporated
	  	 PNC Leasing, LLC
	  	 North Carolina

Secretary of State
	  	04/27/2004	  	 20040042020F
	  	 Leased equipment
	  	 None.

	 Ingles Markets, Incorporated
	  	 Heller Financial Leasing, Inc.
	  	 North Carolina

Secretary of State
	  	05/18/2004	  	 20040050021F
	  	 In lieu of continuation for prior Cherokee County, GA filing covering grocery store furniture, trade fixtures, equipment and personal property located at Canton,
GA store location.
	  	 None.

	 Ingles Markets, Incorporated
	  	 Heller Financial Leasing, Inc.
	  	 North Carolina

Secretary of State
	  	08/02/2004	  	 20040077408C
	  	 In lieu of continuation for prior Gwinnett County, GA filing covering grocery store furniture, trade fixtures, equipment and personal property located at
Norcross and Carrollton, GA store locations.
	  	 None

	 Ingles Markets, Incorporated
	  	 Wells Fargo Equipment Finance, Inc.
	  	 North Carolina

Secretary of State
	  	05/24/2005	  	 20050049382E
	  	 In lieu of continuation for prior Bartow County, GA and Buncombe County, GA filings covering grocery store furniture, trade fixtures, communication equipment and
personal property.
	  	 None.

	 Ingles Markets, Incorporated
	  	 Norlease , Inc.
	  	 North Carolina

Secretary of State
	  	09/21/2005	  	 20050090824A
	  	 In lieu of continuation for prior Buncombe County, NC, Washington County, TN and Tennessee S/S filings covering machinery, equipment, furniture, proceeds,
products and income related thereto.
	  	 None.


  

 S-11 









													
	 Ingles Markets, Incorporated
	  	 LaSalle National Leasing Corporation
	  	 North Carolina

Secretary of State
	  	02/20/2006	  	 20060017167A
	  	 In lieu of filing for several prior Buncombe County, NC filings covering leased supermarket furniture, fixtures and equipment located in Greenville, SC and
Greer, SC store locations.
	  	
	 Ingles Markets, Incorporated
	  	 Imaging Financial Services, Inc.
	  	 North Carolina

Secretary of State
	  	11/06/2006	  	 20060106226G
	  	 Leased equipment.
	  	 None.

	 Ingles Markets, Incorporated
	  	 Wachovia Bank, National Association
	  	 North Carolina

Secretary of State
	  	01/29/2007	  	 20070010473F
	  	 In lieu of continuation for prior Tennessee S/S filings covering all personal property located in Hamblen County, TN
	  	 None.

	 Ingles Markets, Incorporated
	  	 Imaging Financial Services, Inc.
	  	 North Carolina

Secretary of State
	  	03/10/2008	  	 20080022329K
	  	 Leased equipment.
	  	 None.

	 Ingles Markets, Incorporated
	  	 VFS Financing, Inc.
	  	 North Carolina

Secretary of State
	  	03/14/2008	  	 20080024483B
	  	 Aircraft under an Aircraft Security Agreement.
	  	 None.

	 Ingles Markets, Incorporated
	  	 Community Bank & Trust-West Georgia
	  	 North Carolina

Secretary of State
	  	04/01/2008	  	 20080030656A
	  	 Fixture filing relating to Barrow County, GA store location.
	  	 None.

	 Ingles Markets, Incorporated
	  	 Regions Equipment Finance Corporation
	  	 North Carolina

Secretary of State
	  	04/02/2008	  	 20080030866E
	  	 All goods and other personal property specified on extensive attachment including any equipment, vehicles, inventory, or fixtures secured by a Promissory Note
dated 3/28/08.
	  	 None.

	 Ingles Markets, Incorporated
	  	 Alliance Leasing, Inc.
	  	 North Carolina

Secretary of State
	  	04/25/2008	  	 20080039307C
	  	 Leased machinery, fixtures and equipment located in Conyers, GA.
	  	 None.

	 Ingles Markets, Incorporated
	  	 RBS Asset Finance, Inc.
	  	 North Carolina

Secretary of State
	  	04/28/2008	  	 20080040175J
	  	 Specified equipment.
	  	 None.

	 Ingles Markets, Incorporated
	  	 Fifth Third Bank
	  	 North Carolina

Secretary of State
	  	05/12/2008	  	 20080044245M
	  	 Leased equipment located at specified store locations.
	  	 None.

	 Ingles Markets, Incorporated
	  	 PNC Equipment Finance, LLC
	  	 North Carolina

Secretary of State
	  	05/16/2008	  	 200080045999H
	  	 Leased equipment located at Lawrence, GA and Cleveland, GA store locations.
	  	 None.

	 Ingles Markets, Incorporated
	  	 RBS Asset Finance, Inc.
	  	 North Carolina

Secretary of State
	  	06/05/2008	  	 20080052413G
	  	 Equipment at Commerce, GA store location.
	  	 None.

	 Ingles Markets, Incorporated
	  	 OFC Capital Corporation
	  	 North Carolina

Secretary of State
	  	06/06/2008	  	 20080052994M
	  	 Furniture, fixtures and equipment located at Clemson, SC store location.
	  	 None.


  

 S-12 









													
	 Ingles Markets, Incorporated
	  	 OFC Capital Corporation
	  	 North Carolina

Secretary of State
	  	06/06/2008	  	 20080053085B
	  	 Furniture, fixtures and equipment located at Duncan, SC store location.
	  	 None.

	 Ingles Markets, Incorporated
	  	 Banc of America Leasing & Capital, LLC
	  	 North Carolina

Secretary of State
	  	06/09/2008	  	 20080053897C
	  	 Leased machinery, fixtures and equipment located at Lake Lure, NC and Auburn, GA store locations.
	  	 None.

	 Ingles Markets, Incorporated
	  	 Bank of the West
	  	 North Carolina

Secretary of State
	  	06/172008	  	 20080056090A
	  	 Leased machinery, fixtures and equipment located at Inman, SC store location.
	  	 None.

	 Ingles Markets, Incorporated
	  	 Cornerstone Bank
	  	 North Carolina

Secretary of State
	  	06/27/2008	  	 20080060066K
	  	 Fixtures and personal property (in connection with GA mortgage)
	  	 None.

	 Ingles Markets, Incorporated
	  	 RBS Asset Finance, Inc.
	  	 North Carolina

Secretary of State
	  	07/16/2008	  	 20080065885C
	  	 Specified equipment pursuant to a Master Security Agreement with respect to Granite Falls, NC store location.
	  	 None.

	 Ingles Markets, Incorporated
	  	 RBS Asset Finance, Inc.
	  	 North Carolina

Secretary of State
	  	07/16/2008	  	 20080065916J
	  	 Specified equipment pursuant to a Master Security Agreement with respect to Arden, NC store location.
	  	 None.

	 Ingles Markets, Incorporated
	  	 RBS Asset Finance, Inc.
	  	 North Carolina

Secretary of State
	  	07/16/2008	  	 20080065917K
	  	 Specified equipment pursuant to a Master Security Agreement with respect to Greenville, SC store.
	  	 None.

	 Ingles Markets, Incorporated
	  	 Bank of North Georgia
	  	 North Carolina

Secretary of State
	  	08/01/2008	  	 20080070874H
	  	 Fixtures and personal property in connection with Clarksville, Auburn and Arden, GA mortgages.
	  	 None.

	 Ingles Markets, Incorporated
	  	 U.S. Bancorp Equipment Finance, Inc.

 
 Assignor:

General Electric Capital Corporation
	  	 North Carolina

Secretary of State
	  	09/30/2008	  	 20080088474B
	  	 Specified equipment pursuant to a Master Security Agreement with respect to Bremen, GA store location.
	  	 None.

	 Ingles Markets, Incorporated
	  	 U.S. Bancorp Equipment Finance, Inc.

 
 Assignor:

General Electric Capital Corporation
	  	 North Carolina

Secretary of State
	  	09/30/2008	  	 20080088479H
	  	 Specified equipment pursuant to a Master Security Agreement with respect to Flowery Branch, GA store location.
	  	 None.


  

 S-13 









													
	 Ingles Markets, Incorporated
	  	 RBS Asset Finance, Inc.
	  	 North Carolina

Secretary of State
	  	10/03/2008	  	 20080089678K
	  	 All furniture, fixtures and equipment located at Canton, NC store location.
	  	 None.

	 Ingles Markets, Incorporated
	  	 OFC Capital Corporation
	  	 North Carolina

Secretary of State
	  	10/06/2008	  	 20080090632A
	  	 All furniture, fixtures and equipment pursuant to a Master Security Agreement with respect to Forest City, NC store location.
	  	 None.

	 Ingles Markets, Incorporated
	  	 NorLease, Inc.
	  	 North Carolina

Secretary of State
	  	10/17/2008	  	 20080093496B
	  	 All furniture, fixtures and equipment pursuant to a Master Security Agreement with respect to Anderson, SC store location.
	  	 None.

	 Ingles Markets, Incorporated
	  	 NorLease, Inc.
	  	 North Carolina

Secretary of State
	  	10/17/2008	  	 20080093498E
	  	 All furniture, fixtures and equipment pursuant to a master Security Agreement with respect to Spartanburg, SC store location.
	  	 None.

	 Ingles Markets, Incorporated
	  	 Wells Fargo Equipment Finance, Inc.
	  	 North Carolina

Secretary of State
	  	10/20/2008	  	 20080093908M
	  	 All furniture, fixtures and equipment pursuant to a Master Security Agreement with respect to Kings Mountain, NC store location.
	  	 None.

	 Ingles Markets, Incorporated
	  	 Park National Bank
	  	 North Carolina

Secretary of State
	  	10/21/2008	  	 20080094570G
	  	 All furniture, fixtures and equipment pursuant to a Master Security Agreement with respect to Morganton, NC store location.
	  	 None.

	 Ingles Markets, Incorporated
	  	 Wells Fargo Equipment Finance, Inc.
	  	 North Carolina

Secretary of State
	  	10/28/2008	  	 20080096471J
	  	 All furniture, fixtures, and equipment pursuant to a Master Security Agreement with respect to Easley, SC store location.
	  	 None.

	 Ingles Markets, Incorporated
	  	 AmeriServ Financial Bank
	  	 North Carolina

Secretary of State
	  	11/26/2008	  	 20080104645A
	  	 All machinery, fixtures and equipment pursuant to a Master Security Agreement with respect to Spartanburg, SC store location.
	  	 None.

	 Ingles Markets, Incorporated
	  	 SunTrust Equipment Finance & Lease Corp.
	  	 North Carolina

Secretary of State
	  	11/26/2008	  	 20080104647C
	  	 All specified machinery, fixtures and equipment located at Farraout, TN store location.
	  	 None.


  

 S-14 









													
	 Ingles Markets, Incorporated
	  	 The Huntington National Bank
	  	 North Carolina

Secretary of State
	  	12/04/2008	  	 20080106592E
	  	 All specified machinery, fixtures and equipment located at Hayesville, NC, Clayton, GA and Brevard, NC store locations.
	  	 None.

	 Ingles Markets, Incorporated
	  	 Key Equipment Finance, Inc.
	  	 North Carolina

Secretary of State
	  	12/22/2008	  	 20080111486B
	  	 All specified machinery, fixtures and equipment located at Greenville and Barnesville, GA store locations.
	  	 None.

	 Ingles Markets, Incorporated
	  	 Atlantic Capital Bank
	  	 North Carolina

Secretary of State
	  	12/31/2008	  	 20080113358B
	  	 Fixtures with respect to Chestnut Mountain, GA store location.
	  	 None.

	 Ingles Markets, Incorporated
	  	 SG Equipment Finance USA Corp.
	  	 North Carolina

Secretary of State
	  	01/14/2009	  	 20090003687G
	  	 All specified furniture, fixtures and equipment located at Douglasville, GA store location.
	  	 None.

	 Ingles Markets, Incorporated
	  	 SG Equipment Finance USA Corp.
	  	 North Carolina Secretary of State
	  	01/14/2009	  	 20090003814J
	  	 All specified furniture, fixtures and equipment located at Temple, GA store location.
	  	 None.

	 Ingles Markets, Incorporated
	  	 Bank of Atlanta
	  	 North Carolina Secretary of State
	  	03/26/2009	  	 20090022970B
	  	 All fixtures relating to mortgaged Temple, GA store location.
	  	 None.

	 Ingles Markets, Incorporated
	  	 General Electric Capital Corporation
	  	 North Carolina Secretary of State
	  	03/31/2009	  	 20090024752B
	  	 All specified equipment located at Elberton, GA store location.
	  	 None.

	 Ingles Markets, Incorporated
	  	 General Electric Capital Corporation
	  	 North Carolina Secretary of State
	  	03/31/2009	  	 20090024753C
	  	 All specified equipment located at Mars Hill, NC store location.
	  	 None.

	 Ingles Markets, Incorporated
	  	 General Electric Capital Corporation
	  	 North Carolina Secretary of State
	  	03/31/2009	  	 20090024754E
	  	 All specified equipment located at Dallas, NC store location.
	  	 None.


  

 S-15 








 SCHEDULE 7.02 

EXISTING INDEBTEDNESS 

See attached. 
  

 S-16 








 INGLES MARKETS, INC. 

NOTES PAYABLE 

May 1, 2009 
  

																								
	 PAYEE
	 	A/C
#	 	INT
RATE	 	 	Due Date	 	PAYMENT	 	BALLOON
PAYMENT	 	Final
Maturity
Date	 	 TERMS
	 	 COLLATERAL
	 	CURRENT	 	LONG-TERM	 	TOTAL
	 Metropolitan Life
	 	633	 	9.95	% 	 		 	858,788.01	 		 	05/2015	 	 Monthly Incl. Interest
	 	 SC 36,37,38,40,42,56,69,72,73,85,86,98,103,370 401,402,404,410,old 414,415,old 418,421,436,437,455
	 	6,002,711.30	 	39,942,982.96	 	45,945,694.26
	 Protective Life
	 	658	 	9.75	% 	 		 	200,563.89	 		 	08/2015	 	 Monthly Incl. Interest
	 	 DT 9, 306, 313, 442, 453, 494, 496, 497, 601
	 	1,371,998.73	 	9,858,815.02	 	11,230,813.75
	 Protective Life
	 	685	 	9.00	% 	 		 	125,961.64	 		 	07/2017	 	 Monthly Incl. Interest
	 	 DT 403, 457, 489
	 	757,524.25	 	7,962,003.46	 	8,719,527.71
	 Protective Life
	 	708	 	7.75	% 	 		 	82,096.00	 		 	07/2018	 	 Monthly Incl. Interest
	 	 DT 239, 397
	 	502,888.47	 	5,947,142.74	 	6,450,031.21
		 		 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 
	 Protective Life Subtotal
	 		 			 	1st	 	408,621.53	 		 		 		 		 	2,632,411.45	 	23,767,961.22	 	26,400,372.67
		 		 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 
	 GE Capital Business Fund
	 	751	 	7.58	% 	 		 	48,907.13	 		 	10/2016	 	 Monthly Incl. Interest
	 	 DT 304
	 	346,985.66	 	2,974,786.22	 	3,321,771.88
	 GE Capital Business Fund
	 	752	 	7.58	% 	 		 	55,893.86	 		 	10/2016	 	 Monthly Incl. Interest
	 	 DT 372
	 	396,554.98	 	3,399,756.10	 	3,796,311.08
	 GE Capital Business Fund
	 	753	 	7.58	% 	 		 	50,267.21	 		 	10/2016	 	 Monthly Incl. Interest
	 	 DT 476
	 	356,682.51	 	3,056,862.49	 	3,413,545.00
	 GE Commercial Finance
	 	766	 	6.19	% 	 		 	274,540.63	 	04/01/28	 		 	 Monthly Incl. Interest
	 	 DT 53, 93, 208, 121, 130
	 	1,069,842.58	 	35,354,373.44	 	36,424,216.02
		 		 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 
	 GE Capital Business Fund Subtotal
	 			 	1st	 	429,608.83	 		 		 		 		 	2,170,065.73	 	44,785,778.25	 	46,955,843.98
		 		 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 
	 Regions Bank
	 	761	 	2.08	% 	 	1st	 	407,628.77	 		 	08/2013	 	 Monthly Payment + Int
	 	 DT 24,72,206,313,398,399,445,483,484,486, 492
	 	4,081,014.87	 	36,768,985.03	 	40,849,999.90
	 CapitalBank
	 	763	 	6.00	% 	 	3rd	 	65,069.16	 		 	03/2013	 	 Monthly Incl. Interest
	 	 DT 44 Laurens, SC
	 	263,709.34	 	8,474,527.72	 	8,738,237.06
		 		 			 		 		 		 		 		 		 	—  	 	—  	 	
	 General Electric Capital
	 	764	 	6.08	% 	 	4th	 	128,454.00	 	04/04/2018	 		 	 Monthly Incl. Interest
	 	 Falcon 50 Aircraft
	 	908,019.01	 	9,921,839.42	 	10,829,858.43
	 Farmers Bank
	 	765	 	6.00	% 	 	1st	 	115,576.77	 	04/01/2013	 		 	 Interest Only - Quarterly
	 	 DT 200
	 	—  	 	7,500,000.00	 	7,500,000.00
	 Community Bank & Trust
	 	767	 	3.25	% 	 	5th	 	53,808.14	 	04/05/2011	 		 	 Monthly Incl. Interest
	 	 DT 57
	 	414,474.69	 	6,888,933.18	 	7,303,407.87
		 		 			 		 		 		 		 		 		 	—  	 	—  	 	
	 Regions - (Equipment)
	 	768	 	5.67	% 	 	28th	 	191,797.05	 		 	03/2013	 	 Monthly Incl. Interest
	 	 Equip. 24, 72, 398, 441, 486 (5 stores)
	 	1,883,970.63	 	6,335,670.21	 	8,219,640.84
	 RBS Asset Finance -769
	 	769	 	6.07	% 	 	23rd	 	211,128.50	 		 	04/2013	 	 Monthly Incl. Interest
	 	 Equipment 7 ,30 & 44
	 	2,044,866.97	 	6,932,777.94	 	8,977,644.91
	 Alliance Leasing -Maxus
	 	770	 	6.01	% 	 	1st	 	47,248.70	 		 	05/2013	 	 Monthly Incl. Interest
	 	 Equipment #469
	 	458,590.46	 	1,552,881.63	 	2,011,472.09
		 		 			 		 		 		 		 		 		 	—  	 	—  	 	
	 PNC Equipment
	 	771	 	6.17	% 	 	15th	 	96,048.09	 		 	05/2013	 	 Monthly Incl. Interest
	 	 Equipment #102,489
	 	922,256.06	 	3,228,665.67	 	4,150,921.73
	 Fifth Third Bank
	 	772	 	6.20	% 	 	1st	 	288,679.23	 		 	06/2013	 	 Monthly Incl. Interest
	 	 Equipment 36,57,66,249,428
	 	2,768,910.33	 	9,699,559.65	 	12,468,469.98
	 Bank of the West
	 	773	 	6.05	% 	 	22nd	 	58,068.18	 		 	05/2013	 	 Monthly Incl. Interest
	 	 Equipment Store 200
	 	559,987.06	 	1,955,548.27	 	2,515,535.33
	 RBS Asset Finance
	 	774	 	6.35	% 	 	1st	 	74,047.22	 		 	05/2013	 	 Monthly Incl. Interest
	 	 Equipment 419
	 	702,691.04	 	2,542,867.96	 	3,245,559.00








 INGLES MARKETS, INC. 

NOTES PAYABLE 

May 1, 2009 
  

																								
	 PAYEE
	 	A/C
#	 	INT
RATE	 	 	Due Date	 	PAYMENT	 	BALLOON
PAYMENT	 	Final
Maturity
Date	 	 TERMS
	 	 COLLATERAL
	 	CURRENT	 	LONG-TERM	 	TOTAL
	 General Electric Capital -775
	 	775	 	6.56	% 	 	1st	 	169,072.28	 	07/01/2011	 		 	 Monthly Incl. Interest
	 	 Equipment 121, 130, 208,53 and 93
	 	1,600,152.16	 	5,659,881.18	 	7,260,033.34
	 Banc of America
	 	776	 	6.25	% 	 	5th	 	182,823.06	 		 	06/2013	 	 Monthly Incl. Interest
	 	 Equipment 127, 409 and 451
	 	1,750,421.16	 	6,138,114.72	 	7,888,535.88
	 Cornerstone Bank
	 	777	 	5.75	% 	 	1st	 	50,785.61	 	06/01/2011	 		 	 Monthly Incl. Interest
	 	 DT 419
	 	160,157.18	 	7,725,881.69	 	7,886,038.87
	 Bank of North Georgia
	 	778	 	3.19	% 	 	5th	 	113,837.21	 	06/05/2011	 		 	 Monthly Payment + Int
	 	 DT 411, 428, 451
	 	782,013.71	 	17,894,073.07	 	18,676,086.78
	 GE Equipment Finance
	 	779	 	6.52	% 	 	1st	 	50,896.35	 	10/01/2011	 		 	 Monthly Incl. Interest
	 	 Equipment 55
	 	472,240.36	 	1,866,138.23	 	2,338,378.59
	 GE Equipment Finance
	 	780	 	6.34	% 	 	1st	 	81,995.58	 	10/01/2011	 		 	 Monthly Incl. Interest
	 	 Equipment 412
	 	766,217.91	 	3,015,168.21	 	3,781,386.12
	 GE Equipment Finance
	 	781	 	6.34	% 	 	1st	 	63,935.79	 	10/01/2011	 		 	 Monthly Incl. Interest
	 	 Equipment 105
	 	597,455.96	 	2,351,067.55	 	2,948,523.51
	 GE Equipment Finance
	 	782	 	6.75	% 	 	1st	 	58,453.86	 	10/01/2011	 		 	 Monthly Incl. Interest
	 	 Equipment 120
	 	537,451.55	 	2,135,439.04	 	2,672,890.59
	 GE Equipment Finance
	 	783	 	6.47	% 	 	1st	 	63,751.39	 	10/01/2011	 		 	 Monthly Incl. Interest
	 	 Equipment 147
	 	592,679.45	 	2,339,436.48	 	2,932,115.93
	 GE Equipment Finance
	 	784	 	6.47	% 	 	1st	 	35,905.66	 	10/01/2011	 		 	 Monthly Incl. Interest
	 	 Equipment 251
	 	333,805.22	 	1,317,602.85	 	1,651,408.07
	 GE Equipment Finance
	 	785	 	6.49	% 	 	1st	 	41,078.08	 	11/01/2011	 		 	 Monthly Incl. Interest
	 	 Equipment 27
	 	378,787.97	 	1,551,638.61	 	1,930,426.58
	 GE / Norlease
	 	786	 	6.24	% 	 	3rd	 	88,254.26	 	10/03/2011	 		 	 Monthly Incl. Interest
	 	 Equipment 39 & 202
	 	827,930.21	 	3,251,134.59	 	4,079,064.80
	 Suntrust Equipment Finance
	 	787	 	6.65	% 	 	26th	 	88,735.80	 	11/26/2013	 		 	 Monthly Incl. Interest
	 	 Equipment 91
	 	805,666.92	 	3,456,359.07	 	4,262,025.99
	 AmeriServ Financial
	 	788	 	6.00	% 	 	28th	 	112,365.30	 		 	11/2012	 	 Monthly Incl. Interest
	 	 Equipment 37 & 253
	 	1,112,972.63	 	3,315,143.86	 	4,428,116.49
	 Huntington National Bank
	 	789	 	6.87	% 	 	5th	 	153,009.85	 		 	12/2011	 	 Monthly Incl. Interest
	 	 Equipment 116, 488 and 867
	 	1,587,684.46	 	2,747,215.96	 	4,334,900.42
	 Key Equipment
	 	790	 	8.00	% 	 	19th	 	150,459.24	 		 	12/2011	 	 Monthly Incl. Interest
	 	 Equipment 32 & 498
	 	1,514,410.50	 	2,808,457.44	 	4,322,867.94
	 Atlantic Capital
	 	791	 	2.94	% 	 	15th	 	71,170.84	 	11/15/2011	 		 	 Monthly Payment + Int
	 	 DT # 412
	 	571,627.32	 	9,303,372.67	 	9,874,999.99
	 GE/Societe Generale
	 	792	 	7.00	% 	 	24th	 	168,310.19	 	12/24/2011	 		 	 Monthly Incl. Interest
	 	 Equipment 405 & 414
	 	1,505,965.36	 	6,514,955.59	 	8,020,920.95
	 Bank of Atlanta
	 	793	 	7.25	% 	 	9th	 	73,316.65	 	02/28/2014	 		 	 Monthly Incl. Interest
	 	 DT # 405
	 	222,316.75	 	8,946,980.49	 	9,169,297.24
	 GE Capital Business Fund
	 	794	 	9.41	% 	 	1st	 	103,891.81	 	04/01/2012	 		 	 Monthly Incl. Interest
	 	 Equipment @ 65
	 	821,213.56	 	4,070,466.39	 	4,891,679.95








 INGLES MARKETS, INC. 

NOTES PAYABLE 

May 1, 2009 
  

																								
	 PAYEE
	 	A/C
#	 	INT
RATE	 	 	Due Date	 	PAYMENT	 	BALLOON
PAYMENT	 	Final
Maturity
Date	 	 TERMS
	 	 COLLATERAL
	 	CURRENT	 	LONG-TERM	 	TOTAL
												
	 GE Capital Business Fund
	 	795	 	9.41	% 	 	1st	 	82,190.72	 	04/01/2012	 		 	 Monthly Incl. Interest
	 	 Equipment @ 80
	 	649,677.14	 	3,220,220.74	 	3,869,897.88
	 GE Capital Business Fund
	 	796	 	9.41	% 	 	1st	 	82,103.98	 	4/01/2012	 		 	 Monthly Incl. Interest
	 	 Equipment @ 146
	 	648,991.47	 	3,216,822.62	 	3,865,814.09
	 Wells Fargo Bank
	 	SF01	 	8.2250	% 	 	1st	 	110,927.45	 	12/01/2010	 		 	 Monthly Incl. Interest
	 	 DT 67, 79, 440 (3 reserves)
	 	218,383.11	 	13,409,058.21	 	13,627,441.32
	 Gemsa (GE Capital Loan Serv)
	 	SF02	 	8.2250	% 	 	1st	 	98,935.29	 	12/01/2010	 		 	 Monthly Incl. Interest
	 	 DT 8, 60, 66, 450
	 	194,774.05	 	11,959,430.83	 	12,154,204.88
		 		 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 
	 Shopping Center Fin I & II Subtotal
	    
	 		 	209,862.74	 		 		 		 		 	413,157.16	 	25,368,489.04	 	25,781,646.20
		 		 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 
	 Senior Subordinated Notes
	 		 	8.78	% 	 		 		 		 		 	 Semi-Annual Int Due 2011
	 		 	—  	 	349,750,000.00	 	349,750,000.00
		 		 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 
	 Senior Subordinated Notes Subtotal
	    
	 		 		 		 		 		 		 	—  	 	349,750,000.00	 	349,750,000.00
		 		 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 
										
	 NOTES PAYABLE TOTAL
	   
	 		 	5,730,778.43	 		 		 		 		 	44,466,675.05	 	688,263,039.20	 	732,729,714.25
		 		 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 
												
	 Total Debt
	 		 			 		 		 		 		 		 		 	44,466,675.05	 	688,263,039.20	 	732,729,714.25
		 		 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 








 SCHEDULE 7.08 

BURDENSOME AGREEMENTS 
  

	 1.
	 Senior Note Indenture; 


  

	 2.
	 Existing Subordinated Note Indenture; and 


  

	 3.
	 Indebtedness set forth on Schedule 7.02. 



 

 S-17 








 SCHEDULE 10.02 

ADMINISTRATIVE AGENT’S OFFICE; 

CERTAIN ADDRESSES FOR NOTICES 

INGLES MARKETS, INCORPORATED 

2913 US Highway 70 W 

Black Mountain, North Carolina 28711-9103 

			
	 Attention:
	 	 Ronald B. Freeman

Chief Financial Officer and Vice President of Finance

	 Telephone:
	 	 828.669.2941, Ext. 223

	 Telecopier:
	 	 828.669.3511



Electronic Mail: rfreeman@ingles-markets.com 

Website Address: www.ingles-markets.com 

U.S. Taxpayer Identification Number: 56-0846267 

ADMINISTRATIVE AGENT: 

Administrative Agent’s Office 

(for payments and Requests for Credit Extensions): 

Bank of America, N.A. 

101 N. Tryon Street 

Mail Code: NC1-001-04-39 

Charlotte, North Carolina 28255-0001 

			
	 Attention:
	 	 Mallory Kohler

	 Telephone:
	 	 980.387.2419

	 Telecopier:
	 	 704.602.3672



Electronic Mail: mallory.b.kohler@bankofamerica.com 

Account No.: 136-621-225-0600 

Ref: Ingles Markets, Incorporated 

ABA#026009593 

Other Notices as Administrative Agent: 

Bank of America, N.A. 

Agency Management 

231 S. LaSalle Street 

Mail Code: IL1-231-10-41 

Chicago, Illinois 60604 

			
	 Attention:
	 	 Laura Call

	 Telephone:
	 	 312.828.3559

	 Telecopier:
	 	 877.207.2883



Electronic Mail: laura.call@bankofamerica.com 

 

 S-18 








 L/C ISSUER: 

Bank of America, N.A. 

Trade Operations 

1 Fleet Way 

Mail Code: PA6-580-02-30 

Scranton, Pennsylvania 18507 

			
	 Attention:
	 	 Alfonso Malave

	 Telephone:
	 	 570.330.4212

	 Telecopier:
	 	 570.330.4186



Telecopier: 570.330.4186 

Electronic Mail: alfonso.malave@bankofamerica.com 

SWING LINE LENDER: (autoborrow) 

Bank of America, N.A. 

1901 Main Street 

Mail Code: SC3-240-03-07 

Columbia, South Carolina 29201-2435 

			
	 Attention:
	 	 Debbie Tyson

	 Telephone:
	 	 803.255.7466

	 Telecopier:
	 	 866.743.9266



Electronic Mail: debbie.s.tyson@bankofamerica.com 

Account No.: 136-621-225-0600 

Ref: Ingles Markets, Incorporated 

ABA# 026009593 
  

 S-19 








 EXHIBIT A 

FORM OF COMMITTED LOAN NOTICE 

Date:             ,
         
  

	 To:
	 Bank of America, N.A., as Administrative Agent 



Ladies and Gentlemen: 

Reference is made to that certain Credit Agreement, dated as of May 12, 2009 (as amended, restated, extended,
supplemented or otherwise modified in writing from time to time, the “Agreement;” the terms defined therein being used herein as therein defined), among Ingles Markets, Incorporated, a North Carolina corporation (the
“Borrower”), the Lenders from time to time party thereto, and Bank of America, N.A., as Administrative Agent, Swing Line Lender and L/C Issuer. 

The undersigned hereby requests (select one): 

 ̈ A Borrowing of Committed Loans
              ̈ A conversion or continuation of Loans 
  

	 	 1.
	 On
                                         (a
Business Day). 


  

	 	 2.
	 In the amount of $            . 



 

	 	 3.
	 Comprised of
                                        .



 [Type of Committed Loan requested] 

 

	 	 4.
	 For Eurodollar Rate Loans: with an Interest Period of              months.



 The Committed Borrowing, if any, requested herein complies with the provisos to the first
sentence of Section 2.01 of the Agreement. 
  

			
	 INGLES MARKETS, INCORPORATED

		
	 By:
	 	  

	 Name:
	 	  

	 Title:
	 	  




A-1 
 Form of
Committed Loan Notice 







 EXHIBIT B 

FORM OF SWING LINE LOAN NOTICE 

Date:             ,
         
  

	 To:
	 Bank of America, N.A., as Swing Line Lender 



Bank of America, N.A., as Administrative Agent 

Ladies and Gentlemen: 

Reference is made to that certain Credit Agreement, dated as of May 12, 2009 (as amended, restated, extended,
supplemented or otherwise modified in writing from time to time, the “Agreement;” the terms defined therein being used herein as therein defined), among Ingles Markets, Incorporated, a North Carolina corporation (the
“Borrower”), the Lenders from time to time party thereto, and Bank of America, N.A., as Administrative Agent, Swing Line Lender and L/C Issuer. 

The undersigned hereby requests a Swing Line Loan: 

 

	 	 1.
	 On                         
(a Business Day). 


  

	 	 2.
	 In the amount of $            . 



The Swing Line Borrowing requested herein complies with the requirements of the provisos to the first sentence of
Section 2.04(a) of the Agreement. 
  

			
	 INGLES MARKETS, INCORPORATED

		
	 By:
	 	  

	 Name:
	 	  

	 Title:
	 	  




B-1 
 Form of
Swing Line Loan Notice 







 EXHIBIT C 

FORM OF NOTE 

                      

 FOR VALUE RECEIVED, the undersigned (the “Borrower”) hereby promises to pay to
                         or registered assigns (the “Lender”), in accordance with the provisions of the
Agreement (as hereinafter defined), the principal amount of each Loan from time to time made by the Lender to the Borrower under that certain Credit Agreement, dated as of May 12, 2009 (as amended, restated, extended, supplemented or otherwise
modified in writing from time to time, the “Agreement;” the terms defined therein being used herein as therein defined), among the Borrower, the Lenders from time to time party thereto, and Bank of America, N.A., as Administrative
Agent, Swing Line Lender and L/C Issuer. 
 The Borrower promises to pay interest on the unpaid principal amount
of each Loan from the date of such Loan until such principal amount is paid in full, at such interest rates and at such times as provided in the Agreement. Except as otherwise provided in Section 2.04(f) of the Agreement with respect to
Swing Line Loans, all payments of principal and interest shall be made to the Administrative Agent for the account of the Lender in Dollars in immediately available funds at the Administrative Agent’s Office. If any amount is not paid in full
when due hereunder, such unpaid amount shall bear interest, to be paid upon demand, from the due date thereof until the date of actual payment (and before as well as after judgment) computed at the per annum rate set forth in the Agreement.

 This Note is one of the Notes referred to in the Agreement, is entitled to the benefits thereof and may be
prepaid in whole or in part subject to the terms and conditions provided therein. This Note is also entitled to the benefits of the Guaranty. Upon the occurrence and continuation of one or more of the Events of Default specified in the Agreement,
all amounts then remaining unpaid on this Note shall become, or may be declared to be, immediately due and payable all as provided in the Agreement. Loans made by the Lender shall be evidenced by one or more loan accounts or records maintained by
the Lender in the ordinary course of business. The Lender may also attach schedules to this Note and endorse thereon the date, amount and maturity of its Loans and payments with respect thereto. 

The Borrower, for itself, its successors and assigns, hereby waives diligence, presentment, protest and demand and notice
of protest, demand, dishonor and non-payment of this Note. 
 C-1 

Form of Note 







 THIS NOTE SHALL BE GOVERNED BY AND CONSTRUED IN ACCORDANCE WITH THE LAWS OF
THE STATE OF NORTH CAROLINA. 
  

			
	 INGLES MARKETS,
INCORPORATED



  

			
	 By:
	 	  

	 Name:
	 	  

	 Title:
	 	  




C-2 
 Form of Note








 LOANS AND PAYMENTS WITH RESPECT THERETO 

 

													
	 Date
	 	Type of
Loan
Made	 	Amount of
Loan
Made	 	End of
Interest
Period	 	Amount of
Principal
or Interest
Paid This
Date	 	Outstanding
Principal
Balance
This Date	 	Notation
Made By
		 		 		 		 		 		 	
		 		 		 		 		 		 	
		 		 		 		 		 		 	
		 		 		 		 		 		 	
		 		 		 		 		 		 	

 C-3 

Form of Note 







 EXHIBIT E-1 

FORM OF ASSIGNMENT AND ASSUMPTION 

This Assignment and Assumption (this “Assignment and Assumption”) is dated as of the
Effective Date set forth below and is entered into by and between
[the][each]1 Assignor identified in item 1 below
([the][each, an] “Assignor”) and
[the][each]2 Assignee identified in item 2 below
([the][each, an] “Assignee”). [It is understood and agreed that the rights and obligations of [the Assignors][the
Assignees]3 hereunder are several and not
joint.]4 Capitalized
 terms used but not defined herein shall have the meanings given to them in the Credit Agreement identified below (the “Credit Agreement”), receipt of a copy of which is hereby acknowledged by the Assignee. The Standard Terms and
Conditions set forth in Annex 1 attached hereto are hereby agreed to and incorporated herein by reference and made a part of this Assignment and Assumption as if set forth herein in full. 

For an agreed consideration, [the][each] Assignor hereby irrevocably sells and assigns to [the Assignee][the
respective Assignees], and [the][each] Assignee hereby irrevocably purchases and assumes from [the Assignor][the respective Assignors], subject to and in accordance with the Standard Terms and Conditions and the Credit Agreement,
as of the Effective Date inserted by the Administrative Agent as contemplated below (i) all of [the Assignor’s][the respective Assignors’] rights and obligations in [its capacity as a Lender][their respective capacities as
Lenders] under the Credit Agreement and any other documents or instruments delivered pursuant thereto to the extent related to the amount and percentage interest identified below of all of such outstanding rights and obligations of [the
Assignor][the respective Assignors] under the respective facilities identified below (including, without limitation, the Swing Line Loans included in such facilities) and (ii) to the extent permitted to be assigned under applicable law, all
claims, suits, causes of action and any other right of [the Assignor (in its capacity as a Lender)][the respective Assignors (in their respective capacities as Lenders)] against any Person, whether known or unknown, arising under or in
connection with the Credit Agreement, any other documents or instruments delivered pursuant thereto or the loan transactions governed thereby or in any way based on or related to any of the foregoing, including, but not limited to, contract claims,
tort claims, malpractice claims, statutory claims and all other claims at law or in equity related to the rights and obligations sold and assigned by [the][any] Assignor to [the][any] Assignee pursuant to clause (i) above (the
rights and obligations sold and assigned pursuant to clauses (i) and (ii) above being referred to herein collectively as [the][an] “Assigned Interest”). Each such sale and assignment 

 
  

	 1


	 For bracketed language here and elsewhere in this form relating to the Assignor(s), if the assignment is from a single Assignor, choose the first
bracketed language. If the assignment is from multiple Assignors, choose the second bracketed language. 



	 2

	 For bracketed
language here and elsewhere in this form relating to the Assignee(s), if the assignment is to a single Assignee, choose the first bracketed language. If the assignment is to multiple Assignees, choose the second bracketed language.




	 3

	 Select as appropriate. 



	 4

	 Include bracketed language if there are either multiple Assignors or multiple Assignees. 



E-1-1 
 Form of
Assignment and Assumption 







 
is without recourse to [the][any] Assignor and, except as expressly provided in this Assignment and Assumption, without representation or warranty by [the][any] Assignor.

  

	 1.
	 Assignor[s]:
                                        



  

	 2.
	 Assignee[s]:
                                        
[for each Assignee, indicate [Affiliate][Approved Fund] of [identify Lender]] 


  

	 3.
	 Borrower: Ingles Markets, Incorporated 


  

	 4.
	 Administrative Agent: Bank of America, N.A., as the administrative agent under the Credit Agreement 



 

	 5.
	 Credit Agreement: Credit Agreement, dated as of May 12, 2009, among Ingles Markets, Incorporated, the Lenders from time to time party
thereto, and Bank of America, N.A., as Administrative Agent, Swing Line Lender and L/C Issuer 


  

	 6.
	 Assigned Interest: 


  

											
	
Assignor[s]5
	  	Assignee[s]6	  	Aggregate
Amount
of
Commitment
for all Lenders7	  	Amount of
Commitment/
Assigned	  	Percentage
Assigned
of
Commitment8	  	CUSIP
Number
	 	  	 	  	 $                
	  	 $                
	  	  %	  	 
	 	  	 	  	 $                
	  	 $                
	  	  %	  	 
	 	  	 	  	 $                
	  	 $                
	  	  %	  	 

  

	 [7.
	 Trade Date:                     ]
9 



Effective Date:
                    , 20     [TO BE INSERTED BY ADMINISTRATIVE AGENT AND WHICH SHALL BE THE EFFECTIVE DATE OF
RECORDATION OF TRANSFER IN THE REGISTER THEREFOR.] 
  

	 5

	 List each Assignor, as appropriate. 


  

	 6

	 List each Assignee, as appropriate. 


  

	 7

	 Amounts in this column and in the column immediately to the right to be adjusted by the counterparties to take into account any payments or
prepayments made between the Trade Date and the Effective Date. 


  

	 8

	 Set forth, to at least 9 decimals, as a percentage of the Commitment of all Lenders thereunder. 



 

	 9

	 To be completed if the Assignor and the Assignee intend that the minimum assignment amount is to be determined as of the Trade Date.



 E-1-2 

Form of Assignment and Assumption 







 The terms set forth in this Assignment and Assumption are hereby agreed to:

  

			
	 ASSIGNOR

	
	 [NAME OF ASSIGNOR]

		
	 By:
	 	  

		 	 Title:

	
	 ASSIGNEE

	
	 [NAME OF ASSIGNEE]

		
	 By:
	 	  

		 	 Title:




[Consented to
and]10 Accepted: 

 

			
	 BANK OF AMERICA, N.A., as

Administrative Agent

		
	 By:
	 	  

		 	 Title:



[Consented
to:]11 

 

			
	 INGLES MARKETS, INCORPORATED

		
	 By:
	 	  

		 	 Title:


  

	
10
	 To be added
only if the consent of the Administrative Agent is required by the terms of the Credit Agreement. 



	
11
	 To be added
only if the consent of the Borrower and/or other parties (e.g. Swing Line Lender, L/C Issuer) is required by the terms of the Credit Agreement. 



E-1-3 
 Form of
Assignment and Assumption 







 ANNEX 1 TO ASSIGNMENT AND ASSUMPTION 

STANDARD TERMS AND CONDITIONS FOR 

ASSIGNMENT AND ASSUMPTION 

1. Representations and Warranties. 

1.1. Assignor. [The][Each] Assignor (a) represents and warrants that (i) it is the legal and
beneficial owner of [the][the relevant] Assigned Interest, (ii) [the][such] Assigned Interest is free and clear of any lien, encumbrance or other adverse claim and (iii) it has full power and authority, and has taken all
action necessary, to execute and deliver this Assignment and Assumption and to consummate the transactions contemplated hereby; and (b) assumes no responsibility with respect to (i) any statements, warranties or representations made in or
in connection with the Credit Agreement or any other Loan Document, (ii) the execution, legality, validity, enforceability, genuineness, sufficiency or value of the Loan Documents or any collateral thereunder, (iii) the financial condition
of the Borrower, any of its Subsidiaries or Affiliates or any other Person obligated in respect of any Loan Document or (iv) the performance or observance by the Borrower, any of its Subsidiaries or Affiliates or any other Person of any of
their respective obligations under any Loan Document. 
 1.2. Assignee. [The][Each] Assignee
(a) represents and warrants that (i) it has full power and authority, and has taken all action necessary, to execute and deliver this Assignment and Assumption and to consummate the transactions contemplated hereby and to become a Lender
under the Credit Agreement, (ii) it meets all the requirements to be an assignee under Section 10.06(b)(iii), (v), (vi) and (vii) of the Credit Agreement (subject to receipt of such consents as may be
required under the Credit Agreement), (iii) from and after the Effective Date, it shall be bound by the provisions of the Credit Agreement as a Lender thereunder and, to the extent of [the][the relevant] Assigned Interest, shall have the
obligations of a Lender thereunder, (iv) it is sophisticated with respect to decisions to acquire assets of the type presented by [the][such] Assigned Interest and either it, or the Person exercising discretion in making its decision to
acquire [the][such] Assigned Interest, is experienced in acquiring assets of such type, (v) it has received a copy of the Credit Agreement and has received or has been accorded the opportunity to receive copies of the most recent
financial statements delivered pursuant to Section 6.01 thereof, as applicable, and such other documents and information as it deems appropriate to make its own credit analysis and decision to enter into this Assignment and Assumption
and to purchase [the][such] Assigned Interest, (vi) it has independently and without reliance upon the Administrative Agent or any other Lender and based on such documents and information as it has deemed appropriate, made its own credit
analysis and decision to enter into this Assignment and Assumption and to purchase [the][such] Assigned Interest, and (vii) if it is a Foreign Lender, attached hereto is any documentation required to be delivered by it pursuant to the
terms of the Credit Agreement, duly completed and executed by [the][such] Assignee; and (b) agrees that (i) it will, independently and without reliance upon the Administrative Agent, [the][any] Assignor or any other Lender,
and based on such documents and information as it shall deem appropriate at the time, continue to make its own credit decisions in taking or not taking action under the Loan Documents, and (ii) it will perform in accordance with their terms

  

 E-1-4 

Form of Assignment and Assumption 








 
all of the obligations which by the terms of the Loan Documents are required to be performed by it as a Lender. 

2. Payments. From and after the Effective Date, the Administrative Agent shall make all payments in respect of
[the][each] Assigned Interest (including payments of principal, interest, fees and other amounts) to [the][the relevant] Assignor for amounts which have accrued to but excluding the Effective Date and to [the][relevant] Assignee
for amounts which have accrued from and after the Effective Date. 
 3. General Provisions.
This Assignment and Assumption shall be binding upon, and inure to the benefit of, the parties hereto and their respective successors and assigns. This Assignment and Assumption may be executed in any number of counterparts, which together shall
constitute one instrument. Delivery of an executed counterpart of a signature page of this Assignment and Assumption by telecopy shall be effective as delivery of a manually executed counterpart of this Assignment and Assumption. This Assignment and
Assumption shall be governed by, and construed in accordance with, the law of the State of North Carolina.  

E-1-5 
 Form of
Assignment and Assumption 







 EXHIBIT E-2 

FORM OF ADMINISTRATIVE QUESTIONNAIRE 

See attached. 

E-2-1 
 Form of
Administrative Questionaire 







 FAX ALONG WITH COMMITMENT LETTER TO:
                                        

 FAX #
                                         
                    
  

	 I.
	 Borrower Name: Ingles Markets, Incorporated 



$                      
                       Type of Credit Facility
                     

II. Legal Name of Lender of Record for Signature Page: 

 
  
  

	 •
	 	 Signing Credit Agreement        
             YES                      NO 



 

	 •
	 	 Coming in via Assignment        
             YES                      NO 



III. Type of Lender:
                                        

 (Bank, Asset Manager, Broker/Dealer, CLO/CDO, Finance Company, Hedge Fund, Insurance, Mutual Fund, Pension Fund, Other
Regulated Investment Fund, Special Purpose Vehicle, Other – please specify) 
  

			
	 IV. Domestic Address:
	  	 V. Eurodollar Address:

	  
	  	  

	  
	  	  

	  
	  	  

	  
	  	  



 

	 VI.
	 Contact Information: 



Syndicate level information (which may contain material non-public information about the Borrower and its related parties or their
respective securities will be made available to the Credit Contact(s). The Credit Contacts identified must be able to receive such information in accordance with his/her institution’s compliance procedures and applicable laws, including
Federal and State securities laws. 
  

							
	 	  	 Credit Contact
	  	 Primary

Operations Contact
	  	 Secondary

Operations Contact

	 Name:
	  	  
	  	  
	  	  

	 Title:
	  	  
	  	  
	  	  

	 Address:
	  	  
	  	  
	  	  

		  	  
	  	  
	  	  

	 Telephone:
	  	  
	  	  
	  	  

	 Facsimile:
	  	  
	  	  
	  	  

	 E Mail Address:
	  	  
	  	  
	  	  



Does Secondary Operations Contact need copy of notices?             
YES              NO 
 E-2-1 

Form of Administrative Questionnaire 








							
	 	  	 Letter of Credit

Contact
	  	 Draft Documentation

Contact
	  	 Legal Counsel

				
	 Name:
	  	  
	  	  
	  	  

				
	 Title:
	  	  
	  	  
	  	  

				
	 Address:
	  	  
	  	  
	  	  

				
	 Telephone:
	  	  
	  	  
	  	  

				
	 Facsimile:
	  	  
	  	  
	  	  

				
	 E Mail Address:
	  	  
	  	  
	  	  



VII. Lender’s Standby Letter of Credit, Commercial Letter of Credit, and Bankers’ Acceptance Fed Wire Payment Instructions
(if applicable): 
 Pay to: 
  

			
	  
	 	
	 (Bank Name)
	 	
	  
	 	
	 (ABA #)
	 	
	  
	 	
	 (Account #)
	 	
	  
	 	
	 (Attention)
	 	

 VIII. Lender’s Fed Wire Payment Instructions: 

Pay to: 
  

					
	  

	 (Bank Name)
	  		  	
	  

	 (ABA#)
	  	(City/State)	  	
	  

	 (Account #)
	  	 (Account Name)
	  	
	  

	 (Attention)
	  		  	
		  		  	

  

 E-2-2 

Form of Administrative Questionnaire 








 IX. Organizational Structure and Tax Status 

Please refer to the enclosed withholding tax instructions below and then complete this section accordingly: 

Lender Taxpayer Identification Number (TIN):             -
                     
 Tax
Withholding Form Delivered to Bank of America*: 
  

			
		  	
	  
	  	 W-9

		
	  
	  	 W-8BEN

		
	  
	  	 W-8ECI

		
	  
	  	 W-8EXP

		
	  
	  	 W-8IMY



NON–U.S. LENDER INSTITUTIONS 

1. Corporations: 

If your institution is incorporated outside of the United States for U.S. federal income tax purposes, and is the beneficial owner of the
interest and other income it receives, you must complete one of the following three tax forms, as applicable to your institution: a.) Form W-8BEN (Certificate of Foreign Status of Beneficial Owner), b.) Form W-8ECI (Income Effectively Connected to a
U.S. Trade or Business), or c.) Form W-8EXP (Certificate of Foreign Government or Governmental Agency). 
 A U.S.
taxpayer identification number is required for any institution submitting a Form W-8 ECI. It is also required on Form W-8BEN for certain institutions claiming the benefits of a tax treaty with the U.S. Please refer to the instructions when
completing the form applicable to your institution. In addition, please be advised that U.S. tax regulations do not permit the acceptance of faxed forms. An original tax form must be submitted. 

2. Flow-Through Entities 

If your institution is organized outside the U.S., and is classified for U.S. federal income tax purposes as either a Partnership, Trust,
Qualified or Non-Qualified Intermediary, or other non-U.S. flow-through entity, an original Form W-8IMY (Certificate of Foreign Intermediary, Foreign Flow-Through Entity, or Certain U.S. branches for United States Tax Withholding) must be completed
by the intermediary together with a withholding statement. Flow-through entities other than Qualified Intermediaries are required to include tax forms for each of the underlying beneficial owners. 

Please refer to the instructions when completing this form. In addition, please be advised that U.S. tax regulations do not permit the
acceptance of faxed forms. Original tax form(s) must be submitted. 
 U.S. LENDER INSTITUTIONS: 

If your institution is incorporated or organized within the United States, you must complete and return Form W-9 (Request for Taxpayer
Identification Number and Certification). Please be advised that we require an original form W-9. 
  

 E-2-3 

Form of Administrative Questionnaire 








 Pursuant to the language contained in the tax section of the Credit Agreement, the
applicable tax form for your institution must be completed and returned on or prior to the date on which your institution becomes a lender under this Credit Agreement. Failure to provide the proper tax form when requested will subject your
institution to U.S. tax withholding. 
 *Additional guidance and instructions as to where to submit this documentation
can be found at this link: 

 

 

 X. Bank of America Payment Instructions: 

 

			
	 Pay to:
	  	 Bank of America, N.A.

		  	 ABA # 026009593

		  	 New York, NY

		  	 Acct. #
                                

		  	 Attn: Corporate Credit Services

		  	 Ref: Ingles Markets, Incorporated



E-2-4 
 Form of
Administrative Questionnaire 







 EXHIBIT F 

OPINION MATTERS 

See attached. 

F-1 
 Opinion
Matters 








					
	
 



	  		  	 EPHRAIM SPIELMAN

Direct Dial:   (770) 951-6568

Direct FAX:  (770) 303.1188

E-MAIL:       espielman@hssw.com



May 12, 2009 

Banc of America Securities, LLC 

Bank of America, N.A. 

One Bryant Street 

New York, New York 10036 
  

			
	 Re:
	 	 $175,000,000.00 Revolving Line of Credit provided by Bank of America, N. A. (“Bank of America”) for itself and as administrative agent for Branch
Banking & Trust Company (“BB&T”) and Wachovia Bank National Association (“Wachovia”) (collectively, Bank of America, BB&T and Wachovia will be referred to as the “Lenders” or each as a “Lender”) in
favor of Ingles Markets, Incorporated, a North Carolina corporation; HSSW File No. 2043.0090000


 Ladies and
Gentlemen: 
 We have acted as counsel to Ingles Markets, Incorporated, a North Carolina corporation (the
“Company”), in connection with the negotiation, execution and delivery of that certain Credit Agreement (“Credit Agreement”) and related loan documents dated as of May 12, 2009 (collectively, the
“Agreements”) by and between the Company and Lenders in connection with the $175,000,000.00 revolving line of credit transaction contemplated by the Agreements and consummated on or about May 12, 2009 (the
“Transaction”). Unless otherwise defined herein, or as the context hereof requires, each capitalized term used herein has the meaning given to such term in the Agreements. 

In rendering this opinion, we have reviewed the following: 

 

	 	 •
	 	 Certificate of the Secretary of Ingles Markets, Incorporated dated May 12, 2009. 



 

	 	 •
	 	 Amended and Re-Stated By-Laws of Ingles Markets, Incorporated dated August 29, 2007. 



 

	 	 •
	 	 North Carolina Department of the Secretary of State certified copy of the Articles of Incorporation of Ingles Markets, Incorporated dated
February 20, 2008 for articles filed on June 2, 1965. 


  

	 	 •
	 	 North Carolina Department of the Secretary of State certified copy of the Articles of Amendment of Ingles Markets, Incorporated dated
February 20, 2008 for amendment filed on February 19, 1973. 


  

	 	 •
	 	 North Carolina Department of the Secretary of State certified copy of the Articles of Amendment of Ingles Markets, Incorporated dated
February 20, 2008 for amendment filed on December 


  

  

HARTMAN, SIMONS, SPIELMAN & WOOD, LLP 

6400 Powers Ferry Road, N.W. • Suite 400 • Atlanta, Georgia 30339 • www.hssw.com • (770) 955-3555 

2044904-3 8000.0099000 









 Bank of America, N.A. 

May 12, 2009 

Page 2 
  


	 	 
15, 1976. 


  

	 	 •
	 	 North Carolina Department of the Secretary of State certified copy of the Articles of Amendment of Ingles Markets, Incorporated dated
February 20, 2008 for amendment filed on June 23, 1982. 


  

	 	 •
	 	 North Carolina Department of the Secretary of State certified copy of the Articles of Amendment of Ingles Markets, Incorporated dated
February 20, 2008 for amendment filed on September 9, 1987. 


  

	 	 •
	 	 North Carolina Department of the Secretary of State certified copy of the Articles of Amendment of Ingles Markets, Incorporated dated
February 20, 2008 for amendment filed on August 10, 1988. 


  

	 	 •
	 	 North Carolina Department of the Secretary of State certified copy of the Articles of Amendment of Ingles Markets, Incorporated dated
February 20, 2008 for amendment filed on February 3, 2005. 


 The opinions set forth
herein are limited solely to the laws of the State of Georgia. 
 Each opinion in this opinion letter is subject
to the following assumptions: (a) that each party to the Transaction and to each of the Agreements other than the Company has complied with all laws applicable to it that affect such transactions; (b) that each natural person acting on
behalf of any party to the Transaction has sufficient legal competency to carry out such person’s role in the Transaction; (c) that each document submitted to us for review is accurate and complete; (d) that each document purporting
to be original is authentic; (e) that each document purporting to be a copy conforms to an authentic original; (f) that each signature on a document is genuine; and (g) that the Agreements and the Transaction are governed solely by
the laws of the State of Georgia irrespective of the designation of any other governing venues or jurisdictions set forth in the Agreements (including, without limitation, the State of North Carolina). 

Based upon the qualifications, exceptions, and other limitations set forth herein, it is our opinion that: 

1. Based solely on the Certificate of Existence dated April     , 2009 issued by the North
Carolina Secretary of State in regard to the Company, a copy of which is attached hereto and made a part hereof on Exhibit “A-1” and the certified copies of the Articles of Incorporation referenced above together with all
amendments thereto, Borrower was duly organized as a corporation and is existing and in good standing under the laws of North Carolina. Based solely upon the following the following certificates, Borrower is in good standing or validly existing
under the laws of the following jurisdictions where its conduct of business requires qualification: (i) State of Alabama Certificate of Qualification dated April 28, 2009, a copy of which is attached 

2044904-3 8000.0099000 








 Bank of America, N.A. 

May 12, 2009 

Page 3 
  

 hereto as Exhibit “A-2”; (ii) State of Georgia
Certificate of Existence dated April 27, 2009, a copy of which is attached hereto as Exhibit “A.3”; (iii) State of South Carolina Certificate of Authorization dated April 28, 2009, a copy of which is attached
hereto as Exhibit “A-4”; (iv) Tennessee Certificate of Authorization dated April 27, 2009, a copy of which is attached hereto as Exhibit “A-5”; and (v) Commonwealth of Virginia
Certificate of Authority dated April 27, 2009, a copy of which is attached hereto as Exhibit “A-6”. 

2. The Company has the corporate power to execute and deliver each of the Agreements and to perform its obligations under
the Agreements. The Agreements are valid and binding obligations of the Company, enforceable against the Company in accordance with their respective terms, except as such terms may be affected by applicable bankruptcy, insolvency, reorganization,
moratorium or similar debtor relief laws from time to time in effect, and other laws affecting the rights of creditors generally, The Company (a) duly authorized the execution of each of the Agreements by Robert P. Ingle, Chief Executive
Officer and Ron Freeman, Chief Financial Officer, (b) duly authorized the delivery of each of the Agreements to Lenders, and (c) duly authorized all performance by the Company under each of the Agreements as provided therein. 

3. The execution and delivery by the Company of each of the Agreements do not, and if the Company were now to perform its
obligations under any of the Agreements such performance would not, result in any: 
 (i)
violation of its Articles of Incorporation or Bylaws; or 
 (ii) breach of or default under any
material written agreements to which, to our actual knowledge, the Company is bound, which would have a material adverse effect on the ability of the Company to fulfill its obligations under the Agreements; or 

(iii) violation of any judicial or administrative decree, writ, judgment or order to which, to our actual
knowledge, the Company is subject, which would have a material adverse effect on the ability of the Company to fulfill its obligations under the Agreements. 

4. No consent, approval, authorization or other action by, or filing with, any court or governmental authority is required
for the Company’s execution and delivery of any of the Agreements or consummation of any of the Transaction contemplated by the Agreements to be effected by the Company. 

5. The Borrower is not to our actual knowledge engaged in the business of purchasing or carrying margin stock (within the
meaning of Regulation U issued by the 
 2044904-3 8000.0099000 








 Bank of America, N.A. 

May 12, 2009 

Page 4 
  

 
FRB), or extending credit for the purpose of purchasing or carrying margin stock. The Borrower is not to our actual knowledge required to be registered as an “investment company” under
the Investment Company Act of 1940. 
 6. Based upon the qualifications, exceptions, and other limitations set
forth herein and based solely upon such certifications provided to us by the Company, we hereby confirm to you that, to our actual knowledge, there are no actions or proceedings against the Company, pending or threatened in writing, before any
court, governmental agency or arbitrator that seek to affect the enforceability of any of the Agreements or of the Transaction or that, if determined adversely to the Company, would have a material adverse effect on the ability of the Company to
fulfill its obligations under the Agreements. 
 This opinion letter speaks as of the date of its delivery, and
we have no obligation to advise you or anyone else of any matter of fact or law thereafter occurring, whether or not brought to our attention, even though that matter affects any analysis or conclusion in this opinion letter. 

This opinion letter is provided to the Lenders for exclusive use solely in connection with the Transaction, and may not
be relied upon by any other person or for any other purpose or quoted, published or otherwise disseminated without our prior written consent. 
  

			
	 Very truly yours,

	
	 HARTMAN, SIMONS, SPIELMAN & WOOD, LLP

		
	 By:
	 	
 




		 	 EPHRAIM SPIELMAN




2044904-3 8000.0099000 








 Bank of America, N.A. 

May 12, 2009 

Page 5 
  

 Exhibit “A-1” 

North Carolina Certificate of Existence 

2044904-3 8000.0099000 








 Bank of America, N.A. 

May 12, 2009 

Page 6 
  

 Exhibit “A-2” 

Alabama Certificate of Authority 

 

 

 2044904-3 8000.0099000 








 Bank of America, N.A. 

May 12, 2009 

Page 7 
  

 Exhibit “A-3” 

Georgia Certificate of Existence 

 

 

 2044904-3 8000.0099000 








 Bank of America, N.A. 

May 12, 2009 

Page 8 
  

 Exhibit “A-4” 

South Carolina Certificate of Authorization 

 

 

 2044904-3 8000.0099000 








 Bank of America, N.A. 

May 12, 2009 

Page 9 
  

 Exhibit “A-5” 

Tennessee Certificate of Authorization 

 

 

 2044904-3 8000.0099000 








 Bank of America, N.A. 

May 12, 2009 

Page 10 
  

 Exhibit “A-6” 

Virginia Certificate of Authority 

 

 

 2044904-3 8000.0099000