Exhibit 10.1


EXECUTION COPY


AMENDMENT NO. 3 TO THE CREDIT
AGREEMENT


Dated
as of December 11, 2006


AMENDMENT NO. 3 TO THE CREDIT AGREEMENT (this “Amendment”) among
Pierre Foods, Inc., a North Carolina corporation (the “Borrower”), the
Lenders (as hereinafter defined) party hereto, Wachovia Bank, National
Association (“Wachovia”),
as collateral agent (the “Collateral
Agent”), and Wachovia, as administrative agent (the “Administrative Agent”;
together with the Collateral Agent, the “Agents”).


PRELIMINARY STATEMENTS:


(1)           The Borrower, certain financial institutions
and other persons from time to time parties thereto (collectively, the “Lenders”) and the
Agents have entered into that certain Credit Agreement dated as of June 30,
2004, as amended by Amendment No. 1 dated as of April 3, 2006 and Amendment No.
2 dated as of August 21, 2006 (as amended, restated, supplemented or otherwise
modified, the “Credit
Agreement”; capitalized terms used herein but not defined shall
be used herein as defined in the Credit Agreement).


(2)           The Borrower desires, in connection with the
proposed acquisition (the “Acquisition’)
of substantially all of the assets of Zartic, Inc., a Georgia corporation, and
Zar Tran, Inc., a Georgia corporation (such assets being collectively referred
to as the “Acquired Assets” and such
companies being collectively referred to as the “Company”),
to obtain additional Term B Loans in an amount equal to $100,000,000 in excess
of the principal amount of the Term B Loans outstanding under the Credit
Agreement prior to the effectiveness of this Amendment (the “New Term B-2 Loans”) and having the
same rights and obligations as the Term B Loans, as set forth in the Loan
Documents.


(3)           Each Person who executes and delivers this
Amendment as a New Term B-2 Lender (as hereinafter defined) has agreed to make
New Term B-2 Loans in the aggregate amount of its New Term B-2 Commitment (as
hereinafter defined) on the Amendment No. 3 Effective Date, the proceeds of
which shall be used by the Borrower to finance the acquisition of the Acquired Assets.


(4)           The Borrower has requested that the Required
Lenders and the Required Term Lendersamend the
Credit Agreement to effect the changes described above and to make other
amendments set forth below.


(5)           The Required Lenders and the Required Term
Lenders have agreed, subject to the terms and conditions hereinafter set forth,
to amend the Credit Agreement in certain respects as set forth below.


NOW, THEREFORE, in consideration of the premises and for other good and
valuable consideration (the receipt and sufficiency of which is hereby
acknowledged), the parties hereto hereby agree as follows:


SECTION 1.           Amendment of Credit Agreement. The
Credit Agreement is, effective as of the date hereof and subject to the
satisfaction of the conditions precedent set forth in Section 2 of this
Amendment, hereby amended as follows:










 



(a)           Section 1.01 of the Credit Agreement is
hereby amended as follows:


(i)       By amending clause (a) of the definition of “Applicable Margin” to (A)
delete the reference to “1.00%” and insert “1.25%” in its place, (B) delete the
reference to “2.00%” and insert “2.25%” in its place and (C) add the following
new clause (iii) after the word “and” in clause (ii) thereof:


“(iii)
in the event that the Consolidated Leverage Ratio as set forth in the most recent
Compliance Certificate received by the Administrative Agent pursuant to Section
6.02(b) is less than or equal to 4.0:1, (x) in the case of Base Rate Loans,
1.00% and (y) in the case of Eurodollar Rate Loans, 2.00%; and”


(ii)      By amending the definition of “Consolidated Funded Indebtedness”
to (A) delete the phrase “letters of credit (including standby and commercial)
in excess of $3,825,000,”  in clause (c)
thereof in its entirety and (B) add the following new clause (c) after the word
“hereof” and before the period in the last line thereof:


“or (c) under letters of credit”.


(iii)     By amending the definition of “Consolidated EBITDA” to
(A)  delete the “and” before clause
(viii) thereof and add the following new clause (ix) thereto:


“and
(ix) any  purchase accounting adjustments
and adjustments for synergies resulting from the acquisition of the Acquired
Assets as specifically set forth on Schedule IV hereto.”


and
(B) add the following sentence at the end of such definition:


“For
the purposes of any calculations required pursuant to Sections 7.10(a) and (b),
Consolidated EBITDA for each fiscal quarter or period set forth on Schedule IV
hereto shall be deemed to be the applicable amount specified for such fiscal
quarter on such Schedule.”


(iv)     By amending the definition of “Initial Term B Loans” to read
in full as follows:


“Initial
Term B Loans” means Term B Loans that are not New Term B Loans
or New Term B-2 Loans.


(v)      By amending the definition of “Term B Commitment” to add the
following sentence at the end of such definition:


“The
term ‘Term B Commitment’ also means each New Term B-2 Commitment.”


(vi)     By amending the definition of “Term B Facility” to add the
following sentence at the end of such definition:


“The
term ‘Term B Facility’ also means the New Term B-2 Facility.”


(vii)    By amending the definition of “Term B Loan” to add the
following sentence at the end of such definition:


“The term ‘Term B Loan’ also means a New Term B-2 Loan.”



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(viii)    By inserting the following new definitions
therein in the appropriate alphabetical order:


“Amendment No. 3 Effective
Date” means December 11, 2006.


“Acquired Assets”
means substantially all of the assets of Zartic, Inc., a Georgia corporation,
and Zar Tran, Inc., a Georgia corporation, to be acquired by the Borrower
pursuant to the Asset Purchase Agreement dated as of November  3, 2006 (the “Acquisition
Agreement”).


“New Term B-2 Commitment”
means, as to each New Term B-2 Lender, its obligation to make New Term B-2
Loans to the Borrower pursuant to Section 2.01(a)(iii), in an aggregate
principal amount at any one time outstanding not to exceed the amount set forth
opposite such Lender’s name on Schedule 2.01(a)(iii) under the caption “New
Term B-2 Commitment” or in the Assignment and Assumption pursuant to which such
Lender becomes a party hereto, as applicable, as such amount may be adjusted
from time to time in accordance with this Agreement.


“New Term B-2 Facility”
means, at any time, the aggregate New Term B-2 Commitments or New Term B-2 Loans,
as applicable, of all Lenders at such time.


“New Term B-2 Lender”
means, at any time, any Lender that has a New Term B-2 Commitment or New Term
B-2 Loan, as applicable, at such time.


“New Term B-2 Loan”
has the meaning specified in Section 2.01(a)(iii).


(b)           Section 2.01(a) of the Credit Agreement is hereby amended by:


(i)            Inserting the phrase “or New Term B-2 Loans”
in the fourth sentence thereof, after the phrase: “this Section 2.01(a)(i)
shall not apply to any New Term B Loans.”; and


(ii)           Adding a new Section 2.01(a)(iii) at the end
thereof to read as follows:


“(iii)   Subject to the terms and conditions set forth
herein, each New Term B-2 Lender severally agrees to make a single loan (each,
a “New Term B-2 Loan”), in an amount
equal to its New Term B-2 Commitment, to the Borrower on the Amendment No. 3
Effective Date.   Amounts borrowed under
this Section 2.01(a)(iii) and repaid or prepaid may not be
reborrowed.  New Term B-2 Loans may be
Base Rate Loans or Eurodollar Rate Loans, as further provided herein.”


(c)           Section 2.05(b)(vii) is hereby amended by
adding the following parenthetical immediately before the word “second”
contained therein:


“(it
being understood that to the extent there are no such payments due within the
next 12 months with respect to any of the Initial Term B Loans, New Term B
Loans, or New Term B-2 Loans respectively, the portion of any prepayments
allocable to any such Loans shall be applied as specified in the immediately
succeeding clause second)”


(d)           Section 2.07(a) of the Credit Agreement is
hereby amended to read in full as follows:



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“(a)         Term
B Loans.  The Borrower shall repay to the
Administrative Agent for the ratable account of each of the Initial Term B
Lenders, New Term B Lenders and New Term B-2 Lenders the aggregate principal
amount of all Initial Term B Loans, New Term B Loans and New Term B-2 Loans
outstanding on the following dates in the respective amounts set forth for such
Loans opposite such dates (which amounts shall be reduced as a result of the
application of prepayments in accordance with the order of priority set forth
in Section 2.05):


	
  Date

  	
   

  	
  Amount Due in respect of

  Initial Term B Loans and

  New Term B Loans

  	
   

  	
  Amount Due in respect of

  New Term B-2 Loans

  	
   

  
	
  March 3, 2007

  	
   

  	
  $

  	
  0

  	
   

  	
  $

  	
  250,000

  	
   

  
	
  June 2, 2007

  	
   

  	
  $

  	
  0

  	
   

  	
  $

  	
  250,000

  	
   

  
	
  September 1,
  2007

  	
   

  	
  $

  	
  0

  	
   

  	
  $

  	
  250,000

  	
   

  
	
  December 1, 2007

  	
   

  	
  $

  	
  0

  	
   

  	
  $

  	
  250,000

  	
   

  
	
  March 1, 2008

  	
   

  	
  $

  	
  0

  	
   

  	
  $

  	
  250,000

  	
   

  
	
  May 31, 2008

  	
   

  	
  $

  	
  0

  	
   

  	
  $

  	
  250,000

  	
   

  
	
  August 30, 2008

  	
   

  	
  $

  	
  0

  	
   

  	
  $

  	
  250,000

  	
   

  
	
  November 29,
  2008

  	
   

  	
  $

  	
  0

  	
   

  	
  $

  	
  250,000

  	
   

  
	
  February 28,
  2009

  	
   

  	
  $

  	
  0

  	
   

  	
  $

  	
  250,000

  	
   

  
	
  May 30, 2009

  	
   

  	
  $

  	
  0

  	
   

  	
  $

  	
  250,000

  	
   

  
	
  August 29, 2009

  	
   

  	
  $

  	
  0

  	
   

  	
  $

  	
  250,000

  	
   

  
	
  November 28,
  2009

  	
   

  	
  $

  	
  0

  	
   

  	
  $

  	
  250,000

  	
   

  
	
  March 6, 2010

  	
   

  	
  $

  	
  0

  	
   

  	
  $

  	
  250,000

  	
   

  
	
  Maturity Date with
  respect to the Term B Facility

  	
   

  	
  $

  	
  131,000,000

  	
   

  	
  $

  	
  96,750,000

  	
   

  



provided, however, that the final principal
repayment installment of each of the Initial Term B Loans, New Term B Loans and
New Term B-2 Loans shall be paid on the Maturity Date for the Term B Facility
and in any event shall be in an amount equal to the aggregate principal amount
of all Initial Term B Loans, New Term B Loans and New Term B-2 Loans
outstanding on such date.”


(e)           Section 6.11 of the Credit Agreement is
hereby amended by inserting the following at the end thereof:


“In
addition, the proceeds of the New Term B-2 Loans shall be used to finance the
acquisition of the Acquired Assets and to pay fees and expenses incurred in
connection with such acquisition.”


(f)            Section 7.02(c)(iv) of the Credit Agreement
is hereby amended by deleting the figure “$7,500,000” therein and inserting the
figure “$12,500,000” in its place.


(g)           Section 7.03 of the Credit Agreement is
hereby amended by:


(i)
Deleting the figure “$40,000,000” in clause (i)(iv)(B) thereof and inserting
the figure “$50,000,000” in its place; and


(ii)  Adding a new clause (o) to the end thereof
that reads in full as follows:



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“(o)  the purchase of the Acquired Assets; provided
that, the purchase price therefor shall not exceed $100,000,000 plus the
assumption of certain liabilities as set forth in the Acquisition Agreement.”


(h)           Schedule 2.01(a)(iii) is attached as Annex I
hereto and is hereby added to the Credit Agreement.


(i)            Schedule IV is attached as Annex II hereto
and is hereby added to the Credit Agreement.


SECTION 2.           Conditions to Effectiveness.  This Amendment and the amendments contained
herein shall become effective as of the date hereof (the “Amendment No. 3 Effective Date”)
when each of the conditions set forth in this Section 2 shall have been
fulfilled to the satisfaction of the Administrative Agent.


(a)           Execution of Counterparts.  The Administrative Agent shall have received
counterparts of this Amendment, duly executed and delivered on behalf of each
of (a) the Loan Parties, (b) the Required Lenders and the Administrative Agent,
(c) the Required Term Lenders and (d) each New Term B-2 Lender, or as to any of
the foregoing parties, advice reasonably satisfactory to the Administrative
Agent that each of the foregoing parties has executed a counterpart of this
Amendment.


(b)           Notice of Borrowing.  The Borrower shall have provided the
Administrative Agent with a Notice of Borrowing in accordance with the
requirements of Section 2.02(a) of the Credit Agreement prior to the
Amendment No. 3 Effective Date with respect to the borrowing of the New Term
B-2 Loans on the Amendment No. 3 Effective Date.


(c)           Payment of Fees and Expenses.  The Borrower shall have paid all reasonable
expenses (including the reasonable fees and expenses of Shearman & Sterling
LLP) incurred in connection with the preparation, negotiation and execution of
this Amendment and other matters relating to the Credit Agreement from and
after the last invoice to the extent invoiced.


(d)           Evidence of Debt. 
Each New Term B-2 Lender shall have received, if requested, one or more
Notes payable to the order of such Lender duly executed by the Borrower in
substantially the form of Exhibit C-1 to the Credit Agreement, evidencing the
New Term B-2  Loans made by such Lender.


(e)           Certificates.  The Administrative Agent shall have received
(i) a certificate of the Secretary or an Assistant Secretary of each of the
Loan Parties certifying (A) the names and true signatures of the officers of
each of the Loan Parties authorized to sign this Amendment and the other
documents to be delivered hereunder and (B) the resolutions of the Board of
Directors of the Loan Parties evidencing approval for this Amendment and (ii) a
certificate of an officer of each of the Loan Parties certifying (A) that no
authorization or approval or other action by, and no notice to or filing with,
any governmental authority or regulatory body, or any third party to any
agreements and instruments is required for the due execution, delivery or
performance by each of the Loan Parties of this Amendment, (B) the
representations and warranties contained in Section 3 of this Amendment
are true and correct and (C) no event has occurred and is continuing that
constitutes a Default.


(f)            Additional Collateral Documents.  As of the Amendment No. 3 Effective Date, the
Borrower shall, and shall cause each Subsidiary to, furnish to the
Administrative Agent:



 5
 






 



(i)       Evidence that mortgage amendments (the “Mortgage Amendments”) with respect
to the Mortgages dated as of June 30, 2004 and August 21, 2006 (the “Existing Mortgages”)  have been duly executed, acknowledged and delivered
by a duly authorized officer of each party thereto on or before such date and
are in form suitable for filing and recording in all filing or recording
offices that the Administrative Agent may deem necessary or desirable;


(ii)      Date-down endorsements to the title
insurance policies by a title insurer reasonably acceptable to the
Administrative Agent with respect to the property encumbered by the Existing
Mortgages showing (x) no Liens of record other than those created by or
permitted under the terms of the applicable Existing Mortgage and (y) that
title to the applicable property remains vested in the appropriate Loan Party,
together with such confirmations as the Administrative Agent may deem necessary
or desirable and evidence that all other actions that the Administrative Agent
may deem necessary or desirable  to
confirm that Liens created by the Existing Mortgages on the property described
therein are valid first and subsisting Liens in favor of the Collateral Agent
for the benefit of the Secured Parties; and


(iii)     Evidence that all fees, costs and expenses
have been paid in connection with the preparation, execution, filing and
recordation of the Mortgage Amendments, including, without limitation, filing
and recording fees, title insurance company coordination fees, and title search
charges and other charges incurred in connection with the matters described in
this Section 2(vi).


(g)           Opinions.  The Administrative Agent shall
have received a favorable opinion of Thompson Hine LLP, counsel to the Loan
Parties, on such matters concerning the Loan Parties and this Amendment as the
Administrative Agent may reasonably request.


(h)           Legal Details, Etc. 
All documents executed or submitted pursuant hereto shall be reasonably
satisfactory in form and substance to the Administrative Agent and Shearman
& Sterling LLP as counsel.  The
Administrative Agent and its counsel shall have received all information and
such counterpart originals or such certified or other copies or such materials
as the Administrative Agent or its counsel may reasonably request, and all
legal matters incident to the transactions contemplated by this Amendment shall
be reasonably satisfactory to the Administrative Agent and its counsel.


(i)            No Default.  No
Default shall have occurred and be continuing, or would occur as a result of
the transactions contemplated by this Agreement.


(j)            Acquisition Agreement, Etc.  The
Administrative Agent shall have received, in form and substance satisfactory to
the Administrative Agent, (i) copies of documentation for the Acquisition and
other aspects of the transaction, including the Acquisition Agreement and all
exhibits and schedules thereto and (ii) evidence that all material consents and
approvals required pursuant to the terms of the Acquisition Agreement have been
obtained.  The Acquisition will have been
consummated in accordance with the terms and conditions of the Acquisition
Agreement without any waiver, modification or consent thereunder that is
materially adverse to the Lenders (as reasonably determined by the
Administrative Agent) unless approved by the Administrative Agent, and no law
or regulation will be applicable, or event will have occurred, nor will any
litigation or investigation be pending or threatened, that could reasonably be
expected to impose materially adverse conditions or which could reasonably be
expected to have a material adverse effect upon the consummation of the
Acquisition or any if the other transactions contemplated by the Acquisition
Agreement.



 6
 






 



(k)           Financials.  The Administrative Agent shall
have received (i) copies of satisfactory audited consolidated financial
statements for the Company and its subsidiaries for the three fiscal years most
recently ended for which financial statements are available and interim
unaudited financial statements for each quarterly period ended for which
financial statements are available since the last audited financial statements,
(ii) pro forma consolidated financial statements for the Borrower
and its subsidiaries for the four-quarter period most recently ended prior to
the Amendment No. 3 Effective Date for which financial statements are available
giving pro forma effect to the Acquisition (prepared in
accordance with Regulation S-X under the Securities Act of 1933, as amended,
and all other rules and regulations of the SEC under such Securities Act, and
including adjustments reasonably acceptable to the Administrative Agent) and a pro
forma balance sheet of the Borrower and its subsidiaries as of the
Amendment No. 3 Effective Date and (iii) unless previously provided,
projections prepared by management of balance sheets, income statements and
cashflow statements of the Borrower and its subsidiaries, which will be
quarterly for the first fiscal year after the Amendment No. 3 Effective Date and
annually thereafter for the term of the Facilities (and which will not be
inconsistent in any material respect with information provided to the Arrangers
prior to the delivery of the Commitment Letter).


(l)            Ratings.  The Borrower shall have
received an updated corporate family rating from each of Moody’s and S&P.


SECTION 3.           Confirmation of Representations and
Warranties.  Each of the Loan Parties
hereby represents and warrants, on and as of the date hereof and as of the
Amendment No. 3 Effective Date, that the representations and warranties
contained in the Credit Agreement and the other Loan Documents are correct and
true in all material respects (without duplication of any materiality qualifier
contained in any such representations and warranties) on and as of such date,
before and after giving effect to this Amendment, as though made on and as of
such date, other than any such representations or warranties that by their
terms refer to a specific date.


SECTION 4.           Affirmation of Subsidiary Guarantors.  Each Guarantor hereby consents
to the amendments to the Credit Agreement effected hereby, and hereby
confirms and agrees that, notwithstanding the effectiveness of this Amendment,
the obligations of such Guarantor contained in the Parent Guaranty, in respect
of each of Holdings and the Parent, and the Subsidiary Guaranty, in respect of
each Subsidiary Guarantor, or in any other Loan Documents to which such
Guarantor is a party are, and shall remain, in full force and effect and are
hereby ratified and confirmed in all respects, except that, on and after the
effectiveness of this Amendment, each reference in the Parent Guaranty and in
the Subsidiary Guaranty, as the case may be, and in each of the other Loan
Documents to “the Agreement”, “thereunder”, “thereof” or words of like import shall mean and be a
reference to the Credit Agreement, as modified by this Amendment.  Without limiting the generality of the
foregoing, the Collateral Documents to which such Guarantor is a party and all
of the Collateral described therein do, and shall continue to secure, payment
of all of the Secured Obligations (in each case, as defined therein).


SECTION 5.           Reference to and Effect on the Loan
Documents.  (a) On and after the
effectiveness of this Amendment, each reference in the Credit Agreement to “hereunder”, “hereof” or words of like import referring to the Credit
Agreement, and each reference in the other transaction documents to the “Credit Agreement”, “thereunder”, “thereof” or words of like import referring to the Credit Agreement,
shall mean and be a reference to the Credit Agreement as modified by this
Amendment.


(b)           The Credit Agreement, the Notes and each of the other Loan Documents,
as specifically amended by this Amendment, are and shall continue to be in full
force and effect and are



 7
 






 



hereby in all respects ratified and confirmed.  Without limiting the generality of the
foregoing, the Collateral Documents and all of the Collateral described therein
do and shall continue to secure the payment of all Obligations of the Loan
Parties under the Loan Documents, in each case as amended by this Amendment.


(c)           The execution, delivery and effectiveness of this Amendment shall not,
except as expressly provided herein, operate as a waiver of any right, power or
remedy of any Lender or any Agent under any of the Loan Documents, nor
constitute a waiver of any provision of any of the Loan Documents.


SECTION 6.           Execution in Counterparts.  This Amendment may be executed in any number
of counterparts and by different parties hereto in separate counterparts, each
of which when so executed shall be deemed to be an original and all of which
taken together shall constitute but one and the same agreement.  Delivery of an executed counterpart of a
signature page to this Amendment by facsimile shall be effective as delivery of
a manually executed original counterpart of this Amendment.


SECTION 7.           Governing Law.  This Amendment shall be governed by, and
construed in accordance with, the laws of the State of New York, and shall be
subject to the jurisdictional and service provisions of the Credit Agreement,
as if this were a part of the Credit Agreement.


SECTION 8.           Entire Agreement; Modification.  This Amendment constitutes the entire
agreement of the parties hereto with respect to the subject matter hereof,
there being no other agreements or understandings, oral, written or otherwise,
respecting such subject matter, any such agreement or understanding being
superseded hereby, shall be binding upon and inure to the benefit of the
parties hereto and their respective successors and assigns, and may not be
amended, extended or otherwise modified, except in a writing executed in whole
or in counterparts by each party hereto.


[SIGNATURES FOLLOW.]



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IN WITNESS WHEREOF, the parties hereto have caused this Agreement to be
executed by their respective officers thereunto duly authorized, as of the date
first above written.


	
  

  	
   

  	
  PIERRE FOODS,
  INC.

  
	
   

  	
   

  	
   

  
	
   

  	
   

  	
   

  
	
   

  	
   

  	
  By

  	
  /s/ Joseph W.
  Meyers

  	
   

  
	
   

  	
   

  	
   

  	
  Name: Joseph W.
  Meyers

  
	
   

  	
   

  	
   

  	
  Title: Vice
  President, Finance

  
	
   

  	
   

  	
   

  	
   

  
	
   

  	
   

  	
   

  	
   

  
	
   

  	
   

  	
  PIERRE HOLDING
  CORP.

  
	
   

  	
   

  	
   

  
	
   

  	
   

  	
   

  
	
   

  	
   

  	
  By

  	
  /s/ Joseph W.
  Meyers

  	
   

  
	
   

  	
   

  	
   

  	
  Name: Joseph W.
  Meyers

  
	
   

  	
   

  	
   

  	
  Title: Vice
  President, Finance

  
	
   

  	
   

  	
   

  	
   

  
	
   

  	
   

  	
   

  	
   

  
	
   

  	
   

  	
  PF MANAGEMENT
  INC.

  
	
   

  	
   

  	
   

  
	
   

  	
   

  	
   

  
	
   

  	
   

  	
  By

  	
  /s/ Joseph W.
  Meyers

  	
   

  
	
   

  	
   

  	
   

  	
  Name: Joseph W.
  Meyers

  
	
   

  	
   

  	
   

  	
  Title: Vice
  President, Finance

  
	
   

  	
   

  	
   

  	
   

  
	
   

  	
   

  	
   

  	
   

  
	
   

  	
   

  	
  FRESH FOODS
  PROPERTIES, LLC

  
	
   

  	
   

  	
   

  
	
   

  	
   

  	
   

  
	
   

  	
   

  	
  By PIERRE FOODS,
  INC.

  
	
   

  	
   

  	
   

  
	
   

  	
   

  	
   

  
	
   

  	
   

  	
  By

  	
  /s/ Joseph W.
  Meyers

  	
   

  
	
   

  	
   

  	
   

  	
  Name: Joseph W. Meyers

  
	
   

  	
   

  	
   

  	
  Title: Vice President, Finance

  
	
   

  	
   

  	
   

  	
   

  
	
   

  	
   

  	
   

  	
   

  
	
   

  	
   

  	
  CLOVERVALE
  FARMS, INC.

  
	
   

  	
   

  	
   

  
	
   

  	
   

  	
   

  
	
   

  	
   

  	
  By

  	
  /s/ Joseph W.
  Meyers

  	
   

  
	
   

  	
   

  	
   

  	
  Name: Joseph W.
  Meyers

  
	
   

  	
   

  	
   

  	
  Title: Vice
  President, Finance

  
						



 



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  CLOVERVALE
  TRANSPORTATION, INC.

  
	
   

  	
   

  	
   

  
	
   

  	
   

  	
   

  
	
   

  	
   

  	
  By

  	
  /s/ Joseph W.
  Meyers

  	
   

  
	
   

  	
   

  	
   

  	
  Name: Joseph W.
  Meyers

  
	
   

  	
   

  	
   

  	
  Title: Vice
  President, Finance

  
	
   

  	
   

  	
   

  	
   

  
	
   

  	
   

  	
   

  	
   

  
	
   

  	
   

  	
  CHEFS PANTRY,
  INC.

  
	
   

  	
   

  	
   

  
	
   

  	
   

  	
   

  
	
   

  	
   

  	
  By

  	
  /s/ Joseph W.
  Meyers

  	
   

  
	
   

  	
   

  	
   

  	
  Name: Joseph W.
  Meyers

  
	
   

  	
   

  	
   

  	
  Title: Vice
  President, Finance

  
	
   

  	
   

  	
   

  	
   

  
	
   

  	
   

  	
   

  	
   

  
	
   

  	
   

  	
  PIERRE REAL
  PROPERTY, LLC

  
	
   

  	
   

  	
   

  
	
   

  	
   

  	
   

  
	
   

  	
   

  	
   

  	
  By PIERRE FOODS,
  INC.

  
	
   

  	
   

  	
   

  
	
   

  	
   

  	
   

  
	
   

  	
   

  	
  By

  	
  /s/ Joseph W.
  Meyers

  	
   

  
	
   

  	
   

  	
   

  	
  Name: Joseph W. Meyers

  
	
   

  	
   

  	
   

  	
  Title: Vice President, Finance

  
	
   

  	
   

  	
   

  	
   

  
	
   

  	
   

  	
   

  	
   

  
	
   

  	
   

  	
  WACHOVIA BANK,
  NATIONAL ASSOCIATION, as Administrative Agent and Collateral Agent

  
	
   

  	
   

  	
   

  
	
   

  	
   

  	
   

  
	
   

  	
   

  	
  By

  	
  /s/ Kira L.
  Deter

  	
   

  
	
   

  	
   

  	
   

  	
  Name: Kira L.
  Deter

  
	
   

  	
   

  	
   

  	
  Title: Vice
  President

  
							



 



 10
 






 



 


	
  

  	
   

  	
  ANTARES FUNDING,
  L.P.,

  
	
   

  	
   

  	
  as a New Term
  B-2 Lender

  
	
   

  	
   

  	
   

  
	
   

  	
   

  	
   

  
	
   

  	
   

  	
  By:

  	
  The Bank of New York Trust Company, N.A.

  as Trustee of the Antares Funding Trust created

  under the Trust Agreement dated as of

  November 30, 1999

  
	
   

  	
   

  	
   

  
	
   

  	
   

  	
   

  
	
   

  	
   

  	
  By:

  	
  /s/ Kathy
  Conway

  	
   

  
	
   

  	
   

  	
   

  	
  Name: Kathy
  Conway

  
	
   

  	
   

  	
   

  	
  Title: AVP

  
	
   

  	
   

  	
   

  	
   

  
	
   

  	
   

  	
   

  	
   

  
	
   

  	
   

  	
  NAVIGATOR CDO
  2004, LTD.,

  
	
   

  	
   

  	
  as a New Term
  B-2 Lender

  
	
   

  	
   

  	
   

  
	
   

  	
   

  	
  By:

  	
  Antares Asset Management Inc.,

  as Collateral Manager

  
	
   

  	
   

  	
   

  
	
   

  	
   

  	
   

  
	
   

  	
   

  	
  By:

  	
  /s/ Greg
  Bouleris

  	
   

  
	
   

  	
   

  	
   

  	
  Name: Greg
  Bouleris

  
	
   

  	
   

  	
   

  	
  Title: SVP – 3rd
  Party Asset Management

  
	
   

  	
   

  	
   

  	
   

  
	
   

  	
   

  	
   

  	
   

  
	
   

  	
   

  	
  as a New Term
  B-2 Lender:

  
	
   

  	
   

  	
   

  
	
   

  	
   

  	
  ARES ENHANCED
  LOAN INVESTMENT

  
	
   

  	
   

  	
  STRATEGY, LTD.

  
	
   

  	
   

  	
   

  
	
   

  	
   

  	
  By:

  	
  Ares Enhanced Loan Management, L.P.,

  Investment Manager

  
	
   

  	
   

  	
   

  
	
   

  	
   

  	
  By:

  	
  Ares Enhanced Loan GP, LLC

  
	
   

  	
   

  	
   

  	
  Its General
  Partner

  
	
   

  	
   

  	
   

  
	
   

  	
   

  	
   

  
	
   

  	
   

  	
  By:

  	
  /s/ Americo
  Cascella

  	
   

  
	
   

  	
   

  	
   

  	
  Name: Americo
  Cascella

  
	
   

  	
   

  	
   

  	
  Title: Vice
  President

  



 



 11
 






 



 


	
  

  	
   

  	
  as a New Term
  B-2 Lender:

  
	
   

  	
   

  	
   

  
	
   

  	
   

  	
  ARES LEVERAGED
  FINANCE GENERAL I

  
	
   

  	
   

  	
   

  
	
   

  	
   

  	
  By:

  	
  ARES CLO MANAGEMENT XI, L.P.

  
	
   

  	
   

  	
   

  	
   

  
	
   

  	
   

  	
  By:

  	
  ARES CLO GP XI, LLC,

  
	
   

  	
   

  	
   

  	
  ITS GENERAL
  PARTNER

  
	
   

  	
   

  	
   

  	
   

  
	
   

  	
   

  	
  By:

  	
  ARES MANAGEMENT LLC, ITS MANAGER

  
	
   

  	
   

  	
   

  	
   

  
	
   

  	
   

  	
  By:

  	
  /s/ Americo
  Cascella

  	
   

  
	
   

  	
   

  	
   

  	
  Name: Americo
  Cascella

  
	
   

  	
   

  	
   

  	
  Title: Vice
  President

  
	
   

  	
   

  	
   

  	
   

  
	
   

  	
   

  	
  as a New Term
  B-2 Lender:

  
	
   

  	
   

  	
   

  
	
   

  	
   

  	
  ARES IV CLO LTD.

  
	
   

  	
   

  	
   

  
	
   

  	
   

  	
  By:

  	
  ARES CLO MANAGEMENT IV, L.P.,

  
	
   

  	
   

  	
   

  	
  INVESTMENT
  MANAGER

  
	
   

  	
   

  	
   

  	
   

  
	
   

  	
   

  	
  By:

  	
  ARES CLO GP IV, LLC,

  ITS MANAGING MEMBER

  
	
   

  	
   

  	
   

  	
   

  
	
   

  	
   

  	
   

  
	
   

  	
   

  	
  By:

  	
  /s/ Americo
  Cascella

  	
   

  
	
   

  	
   

  	
   

  	
  Name: Americo
  Cascella

  
	
   

  	
   

  	
   

  	
  Title: Vice
  President

  
	
   

  	
   

  	
   

  	
   

  
	
   

  	
   

  	
   

  	
   

  
	
   

  	
   

  	
  as a New Term
  B-2 Lender:

  
	
   

  	
   

  	
   

  
	
   

  	
   

  	
  ARES VR CLO LTD.

  
	
   

  	
   

  	
   

  
	
   

  	
   

  	
  By:

  	
  ARES CLO MANAGEMENT VR, L.P.,

  
	
   

  	
   

  	
   

  	
  INVESTMENT
  MANAGER

  
	
   

  	
   

  	
   

  	
   

  
	
   

  	
   

  	
  By:

  	
  ARES CLO GP VR, LLC,

  ITS GENERAL PARTNER

  
	
   

  	
   

  	
   

  
	
   

  	
   

  	
   

  
	
   

  	
   

  	
  By:

  	
  /s/ Americo
  Cascella

  	
   

  
	
   

  	
   

  	
   

  	
  Name: Americo
  Cascella

  
	
   

  	
   

  	
   

  	
  Title: Vice President

  



 



 12
 






 



 


	
  

  	
   

  	
  as a New Term
  B-2 Lender:

  
	
   

  	
   

  	
   

  
	
   

  	
   

  	
  ARES VIII CLO
  LTD.

  
	
   

  	
   

  	
   

  
	
   

  	
   

  	
  By:

  	
  ARES CLO MANAGEMENT VIII, L.P.,

  
	
   

  	
   

  	
   

  	
  INVESTMENT
  MANAGER

  
	
   

  	
   

  	
   

  	
   

  
	
   

  	
   

  	
  By:

  	
  ARES CLO GP VIII, LLC,

  
	
   

  	
   

  	
   

  	
  ITS GENERAL PARTNER

  
	
   

  	
   

  	
   

  	
   

  
	
   

  	
   

  	
   

  	
   

  
	
   

  	
   

  	
  By:

  	
  /s/ Americo
  Cascella

  	
   

  
	
   

  	
   

  	
   

  	
  Name: Americo
  Cascella

  
	
   

  	
   

  	
   

  	
  Title: Vice
  President

  
	
   

  	
   

  	
   

  	
   

  
	
   

  	
   

  	
   

  	
   

  
	
   

  	
   

  	
  BALLYROCK CLO II
  LIMITED

  
	
   

  	
   

  	
   

  
	
   

  	
   

  	
   

  
	
   

  	
   

  	
  By:

  	
  BALLYROCK INVESTMENT ADVISORS LLC,

  
	
   

  	
   

  	
   

  	
  AS COLLATERAL
  MANAGER

  
	
   

  	
   

  	
   

  	
   

  
	
   

  	
   

  	
   

  	
  as a New Term
  B-2 Lender

  
	
   

  	
   

  	
   

  
	
   

  	
   

  	
   

  
	
   

  	
   

  	
  By:

  	
  /s/ Lisa Rymut

  	
   

  
	
   

  	
   

  	
   

  	
  Name: Lisa Rymut

  
	
   

  	
   

  	
   

  	
  Title: Assistant
  Treasurer

  
	
   

  	
   

  	
   

  	
   

  
	
   

  	
   

  	
   

  	
   

  
	
   

  	
   

  	
  BANK OF AMERICA,
  N.A.

  
	
   

  	
   

  	
  as a Lender

  
	
   

  	
   

  	
   

  
	
   

  	
   

  	
   

  
	
   

  	
   

  	
  By:

  	
  /s/ David
  H. Strickert

  	
   

  
	
   

  	
   

  	
   

  	
  Name: David H.
  Strickert

  
	
   

  	
   

  	
   

  	
  Title: Senior
  Vice President

  
	
   

  	
   

  	
   

  	
   

  
	
   

  	
   

  	
   

  	
   

  
	
   

  	
   

  	
  CIT LENDING
  SERVICES CORPORATION

  
	
   

  	
   

  	
  as a new Term
  B-2 Lender

  
	
   

  	
   

  	
   

  
	
   

  	
   

  	
   

  
	
   

  	
   

  	
  By:

  	
  /s/ John
  Basaraba

  	
   

  
	
   

  	
   

  	
   

  	
  Name: John
  Basaraba

  
	
   

  	
   

  	
   

  	
  Title: Vice
  President

  



 



 13
 






 



 


	
  

  	
   

  	
  COOPERATIEVE
  CENTRALE

  
	
   

  	
   

  	
  RAIFFEISEN-BOERENLEENBANK
  B.A.,

  
	
   

  	
   

  	
  “RABOBANK
  NEDERLAND” NEW YORK BRANCH

  
	
   

  	
   

  	
  as a New Term
  B-2 Lender

  
	
   

  	
   

  	
   

  
	
   

  	
   

  	
   

  
	
   

  	
   

  	
  By:

  	
  /s/ Andrew
  Sherman

  	
   

  
	
   

  	
   

  	
   

  	
  Name: Andrew
  Sherman

  
	
   

  	
   

  	
   

  	
  Title: Executive
  Director

  
	
   

  	
   

  	
   

  
	
   

  	
   

  	
   

  
	
   

  	
   

  	
  By:

  	
  /s/ Michael L.
  Laurie

  	
   

  
	
   

  	
   

  	
   

  	
  Name: Michael L.
  Laurie

  
	
   

  	
   

  	
   

  	
  Title: Executive
  Director

  
	
   

  	
   

  	
   

  
	
   

  	
   

  	
   

  
	
   

  	
   

  	
  DENALI CAPITAL
  LLC, MANAGING MEMBER OF

  
	
   

  	
   

  	
  DC FUNDING
  PARTNERS LLC, PORTFOLIO

  
	
   

  	
   

  	
  MANAGER FOR
  DENALI CAPITAL CLO I, LTD.,

  
	
   

  	
   

  	
  OR AN AFFILIATE

  
	
   

  	
   

  	
   

  
	
   

  	
   

  	
  As A Lender

  
	
   

  	
   

  	
   

  
	
   

  	
   

  	
   

  
	
   

  	
   

  	
  By:

  	
  /s/ Robert M.
  Coseo

  	
   

  
	
   

  	
   

  	
   

  	
  Name: Robert M.
  Coseo

  
	
   

  	
   

  	
   

  	
  Title: Managing
  Director

  
	
   

  	
   

  	
   

  	
   

  
	
   

  	
   

  	
   

  	
   

  
	
   

  	
   

  	
  DENALI CAPITAL
  LLC, MANAGING MEMBER OF

  
	
   

  	
   

  	
  DC FUNDING
  PARTNERS LLC, PORTFOLIO

  
	
   

  	
   

  	
  MANAGER FOR
  DENALI CAPITAL CLO IV, LTD.,

  
	
   

  	
   

  	
  OR AN AFFILIATE

  
	
   

  	
   

  	
   

  
	
   

  	
   

  	
  As A Lender

  
	
   

  	
   

  	
   

  
	
   

  	
   

  	
   

  
	
   

  	
   

  	
  By:

  	
  /s/ Robert M.
  Coseo

  	
   

  
	
   

  	
   

  	
   

  	
  Name: Robert M.
  Coseo

  
	
   

  	
   

  	
   

  	
  Title: Managing
  Director

  



 



 14
 






 



 


	
  

  	
   

  	
  DENALI CAPITAL
  LLC, MANAGING MEMBER OF

  
	
   

  	
   

  	
  DC FUNDING
  PARTNERS LLC, PORTFOLIO

  
	
   

  	
   

  	
  MANAGER FOR
  DENALI CAPITAL CLO V, LTD.,

  
	
   

  	
   

  	
  OR AN AFFILIATE

  
	
   

  	
   

  	
   

  
	
   

  	
   

  	
  As A Lender

  
	
   

  	
   

  	
   

  
	
   

  	
   

  	
   

  
	
   

  	
   

  	
  By:

  	
  /s/ Robert M.
  Coseo

  	
   

  
	
   

  	
   

  	
   

  	
  Name: Robert M.
  Coseo

  
	
   

  	
   

  	
   

  	
  Title: Managing
  Director

  
	
   

  	
   

  	
   

  
	
   

  	
   

  	
  FIDELITY CENTRAL
  INVESTMENT PORTFOLIOS

  
	
   

  	
   

  	
  LLC; FIDELITY
  FLOATING RATE CENTRAL

  
	
   

  	
   

  	
  INVESTMENT
  PORTFOLIO

  
	
   

  	
   

  	
   

  
	
   

  	
   

  	
  as a New Term
  B-2 Lender

  
	
   

  	
   

  	
   

  
	
   

  	
   

  	
   

  
	
   

  	
   

  	
  By:

  	
  /s/ John

  	
   

  
	
   

  	
   

  	
   

  	
  Name: John

  
	
   

  	
   

  	
   

  	
  Title:

  
	
   

  	
   

  	
   

  
	
   

  	
   

  	
   

  
	
   

  	
   

  	
  FOOTHILL INCOME
  TRUST II, L.P.

  
	
   

  	
   

  	
   

  
	
   

  	
   

  	
  as a new Term
  B-2 Lender

  
	
   

  	
   

  	
   

  
	
   

  	
   

  	
   

  
	
   

  	
   

  	
  By:

  	
  /s/ Dennis
  Ascher

  	
   

  
	
   

  	
   

  	
   

  	
  Name: Dennis
  Ascher

  
	
   

  	
   

  	
   

  	
  Title: Senior
  Vice President

  
	
   

  	
   

  	
   

  	
   

  
	
   

  	
   

  	
   

  	
   

  
	
   

  	
   

  	
  GENERAL ELECTRIC
  CAPITAL CORPORATION

  
	
   

  	
   

  	
   

  
	
   

  	
   

  	
  as a New Term
  B-2 Lender

  
	
   

  	
   

  	
   

  
	
   

  	
   

  	
   

  
	
   

  	
   

  	
  By:

  	
  /s/ Thomas C.
  Hjorth

  	
   

  
	
   

  	
   

  	
   

  	
  Name: Thomas C.
  Hjorth

  
	
   

  	
   

  	
   

  	
  Title: Duly
  Authorized Signatory

  



 



 15
 






 



 


	
  

  	
   

  	
  LANDMARK II CDO
  LIMITED

  
	
   

  	
   

  	
   

  
	
   

  	
   

  	
  By:

  	
  ALADDIN CAPITAL MANAGEMENT, LLC,

  
	
   

  	
   

  	
   

  	
  AS MANAGER

  
	
   

  	
   

  	
   

  	
   

  
	
   

  	
   

  	
   

  	
  as a New Term B-2 Lender

  
	
   

  	
   

  	
   

  
	
   

  	
   

  	
   

  
	
   

  	
   

  	
  By:

  	
  /s/ Thomas E.
  Bancroft

  	
   

  
	
   

  	
   

  	
   

  	
  Name: Thomas E.
  Bancroft

  
	
   

  	
   

  	
   

  	
  Title:
  Designated Signatory

  
	
   

  	
   

  	
   

  
	
   

  	
   

  	
   

  
	
   

  	
   

  	
  LASALLE BANK, NA

  
	
   

  	
   

  	
   

  
	
   

  	
   

  	
  as a New Term
  B-2 Lender

  
	
   

  	
   

  	
   

  
	
   

  	
   

  	
   

  
	
   

  	
   

  	
  By:

  	
  /s/ Anthony M.
  Buehler

  	
   

  
	
   

  	
   

  	
   

  	
  Name: Anthony M.
  Buehler

  
	
   

  	
   

  	
   

  	
  Title: Vice
  President

  
	
   

  	
   

  	
   

  
	
   

  	
   

  	
   

  
	
   

  	
   

  	
  THE SUMITOMO
  TRUST & BANKING CO., LTD.

  
	
   

  	
   

  	
  NEW YORK BRANCH

  
	
   

  	
   

  	
   

  
	
   

  	
   

  	
  as a New Term
  B-2 Lender

  
	
   

  	
   

  	
   

  
	
   

  	
   

  	
   

  
	
   

  	
   

  	
  By:

  	
  /s/ Elizabeth A.
  Quirk

  	
   

  
	
   

  	
   

  	
   

  	
  Name: Elizabeth
  A. Quirk

  
	
   

  	
   

  	
   

  	
  Title: Vice
  President

  
	
   

  	
   

  	
   

  	
   

  
	
   

  	
   

  	
  SENIOR HIGH
  INCOME PORTFOLIO INC.

  
	
   

  	
   

  	
  BLACKROCK GLOBAL
  FLOATING RATE

  
	
   

  	
   

  	
   

  	
  INCOME TRUST

  
	
   

  	
   

  	
  BLACKROCK
  LIMITED DURATION

  
	
   

  	
   

  	
   

  	
  INCOME TRUST

  
	
   

  	
   

  	
  BLACKROCK SENIOR
  INCOME SERIES

  
	
   

  	
   

  	
  BLACKROCK
  FLOATING RATE INCOME

  
	
   

  	
   

  	
   

  	
  STRATEGIES FUND

  
	
   

  	
   

  	
  LONGHORN CDO
  (CATMAN) LTD.

  
	
   

  	
   

  	
  AS A LENDER

  
	
   

  	
   

  	
   

  
	
   

  	
   

  	
   

  
	
   

  	
   

  	
  By:

  	
  /s/ Tom Colwell

  	
   

  
	
   

  	
   

  	
   

  	
  Name: Tom
  Colwell

  
	
   

  	
   

  	
   

  	
  Title:
  Authorized Signatory

  



 



 16
 






 



 


	
  

  	
   

  	
  [TO BE NAMED
  LATER]

  
	
   

  	
   

  	
   

  
	
   

  	
   

  	
  as a New Term
  B-2 Lender

  
	
   

  	
   

  	
   

  
	
   

  	
   

  	
   

  
	
   

  	
   

  	
  By:

  	
  /s/ Tom Colwell

  	
   

  
	
   

  	
   

  	
   

  	
  Name: Tom
  Colwell

  
	
   

  	
   

  	
   

  	
  Title:
  Authorized Signatory

  
	
   

  	
   

  	
   

  	
  BLACKROCK
  FINANCIAL MANAGEMENT

  



 



 17
















SCHEDULE 2.01(a)(iii)


On file with the Administrative Agent.


 


















11/15/06


Schedule IV


CONSOLIDATED EBITDA ADJUSTMENTS


	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
  ($ in Millions)

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  
	
   

  	
   

  	
  Fiscal 2006

  	
   

  	
  Fiscal 2007

  	
   

  	
  Fiscal 2008

  	
   

  
	
   

  	
   

  	
  Q1

  	
   

  	
  Q2

  	
   

  	
  Q3

  	
   

  	
  Q4

  	
   

  	
  Q1

  	
   

  	
  Q2

  	
   

  	
  Q3

  	
   

  	
  Q4

  	
   

  	
  Q1

  	
   

  	
  Q2

  	
   

  	
  Q3

  	
   

  	
  Q4

  	
   

  
	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  
	
  Total Adjustments and
  Synergies

  	
   

  	
  $

  	
  4.376

  	
   

  	
  $

  	
  3.345

  	
   

  	
  $

  	
  6.955

  	
   

  	
  $

  	
  3.150

  	
   

  	
  $

  	
  2.722

  	
   

  	
  $

  	
  2.529

  	
   

  	
  $

  	
  2.738

  	
   

  	
  $

  	
  1.741

  	
   

  	
  $

  	
  0.939

  	
   

  	
  $

  	
  0.326

  	
   

  	
  $

  	
  0.286

  	
   

  	
  $

  	
  0.147