**Exhibit 10.1**

 

**FOURTH AMENDMENT TO CREDIT AGREEMENT**

 

**THIS FOURTH AMENDMENT TO CREDIT AGREEMENT**(the “Fourth Amendment”) is made effective as of the 19th day of May, 2003,between **MOVIEGALLERY, INC.**, a Delaware corporation (the “Borrower”), and **SOUTHTRUST BANK**,an Alabama banking corporation, as Agent (the “Agent”).  Capitalized terms used herein but notdefined shall have the meanings as set forth in the Credit Agreement, asamended (as hereinafter defined).

 

**WHEREAS**, pursuant tothat certain Credit Agreement dated as of June 27, 2001, among Borrower, Agent,and the other Lender Parties a party thereto (the “Credit Agreement”), Lendersmade available to Borrower, subject to the terms and conditions thereof, (i)the Revolving Loan in the initial principal amount of up to Sixty-Five Millionand 00/100 Dollars ($65,000,000.00), and (ii) the Swing Line Loan of up to FiveMillion and 00/100 Dollars ($5,000,000.00); and

 

**WHEREAS**, pursuant tothat certain First Amendment to Credit Agreement dated as of September 25, 2001(the “First Amendment”), the Credit Agreement was amended in order to amendSection 8.8 of the Credit Agreement, pertaining to Hedge Agreements; and

 

**WHEREAS**, pursuant tothat certain Second Amendment to Credit Agreement dated as of January 14, 2002 (the“Second Amendment”), the Credit Agreement was amended in order to amend thedefinition of “Permitted Acquisition”; and

 

**WHEREAS**, pursuant tothat certain Third Amendment to Credit Agreement dated as of August 15, 2002(the “Third Amendment”), the Credit Agreement was amended in order to, amongother things, (i) allow for certain additional Permitted Acquisitions, (ii)amend the definition of “Equity Issuance” to not require a mandatory prepaymentin connection with the issuance of 3,900,000 shares of common stock on May 17,2002, for public offering at a price of $18.25 per share, and (iii) remove thestep-down provision from the definition of “Revolving Loan Amount” (the CreditAgreement, as amended by the First Amendment, the Second Amendment and the ThirdAmendment, hereinafter referred to as the “Credit Agreement, as amended”); and

 

**WHEREAS**, Agent andBorrower have agreed to amend the Credit Agreement, as amended, in order to,among other things, (i) extend the Revolving Loan Maturity Date from July 4,2004 until July 4, 2005, (ii) amend the Applicable Margin, (iii) amend theUnused Fee, (iv) add five additional Guarantors, (v) amend the requirementregarding the prepayment of the Loans in connection with the Net Cash Proceedsfrom Asset Dispositions, (vi) delete the requirement that Borrower enter intoHedge Agreements, and (vii) amend certain of the financial covenants, all ashereinafter provided.

 

**NOW, THEREFORE**, inconsideration of One Dollar ($1.00) and other good and valuable consideration,the receipt and adequacy of which are hereby acknowledged, the parties agreethat the Credit Agreement, as amended, is hereby amended as follows:

 

# 1.                                       TheCredit Agreement, as amended, is hereby amended by adding the following 

 

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# capitalized terms as defined terms in ArticleI:

 

“MovieGallery Asset Management” means Movie Gallery Asset Management, Inc., aDelaware corporation.

 

“M.G. Texas”means M.G. Texas, L.P., a Delaware limited partnership.

 

“M.G.A. Realty”means M.G.A. Realty I, LLC, a Delaware limited liability company.

 

“MovieGallery Licensing” means Movie Gallery Licensing, Inc., a Delawarecorporation.

 

“MovieGallery Services” means Movie Gallery Services, Inc., a Delawarecorporation.

 

“Pledge Agreement- M.G.A.” means that certain Pledge Agreement dated as of May 19, 2003,made by M.G.A. in favor of Agent, as amended, modified or supplemented fromtime to time.

 

“PledgeAgreement - M.G. Midwest” means that certain Pledge Agreement dated as ofMay 19, 2003, made by M.G. Midwest in favor of Agent, as amended, modified orsupplemented from time to time.

 

“PledgeAgreement - Movie Gallery Finance” means that certain Pledge Agreementdated as of May 19, 2003, made by Movie Gallery Finance in favor of Agent, asamended, modified or supplemented from time to time.

 

# 2.                                       TheCredit Agreement, as amended, is hereby amended by deleting the definitions of“Applicable Margin”, “Fixed Charge Coverage”, “Guarantors”,“Revolving Loan Maturity Date”, “Security Documents”, and “UnusedFee” in their entirety, and by substituting the following new definitions,respectively, in lieu thereof:

 

“Applicable Margin” means a percentagebased on the Leverage Ratio, as follows:

 
| **Leverage Ratio**                                                |   | **Applicable Margin  Base Rate Borrowings** |   | **Applicable Margin  LIBOR Rate Borrowings** |   |
|-------------------------------------------------------------------|--------|---------------------------------------------|--------|----------------------------------------------|--------|
| Greater than  or equal to  1.5 to 1.0, but less than  2.0 to 1.0  |   | 0.75                                        | %      | 2.5                                          | %      |
|                                                              |   |                                        |   |                                         |   |
| Greater than  or equal to  1.0 to 1.0, but less than  1.5 to 1.0  |   | 0.5                                         | %      | 2.25                                         | %      |
|                                                              |   |                                        |   |                                         |   |
| Greater than  or equal to  0.75 to 1.0, but less than  1.0 to 1.0 |   | 0.0                                         | %      | 2.0                                          | %      |
|                                                              |   |                                        |   |                                         |   |
| Less than  0.75 to 1.0                                            |   | 0.0                                         | %      | 1.75                                         | %      |

 

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“Fixed Charge Coverage” means theratio of (i) Operating Cash Flow plus Lease Expense, to (ii) Interest Expense,plus Lease Expense, plus Income Tax Expense (but only to the extent paid), plusprincipal payments in respect of Funded Debt scheduled or otherwise required tohave been made, plus dividends paid during any applicable period by anyBorrower Party to any Person other than another Borrower Party.

 

“Guarantors” means M.G.A.,MovieGallery.com, Movie Gallery Finance, M.G. Midwest, Movie Gallery Canada,Movie Gallery Asset Management, M.G. Texas, M.G.A. Realty, Movie GalleryLicensing, Movie Gallery Services, and each other Person who becomes aGuarantor under this Agreement.

 

“Revolving Loan Maturity Date” meansJuly 4, 2005, or if earlier, the occurrence of an Event of Default.

 

“Security Documents” means the PledgeAgreement, the Pledge Agreement - M.G.A., the Pledge Agreement - M.G. Midwest,the Pledge Agreement - Movie Gallery Finance, and all other pledge or securityagreements or instruments executed and delivered by Borrower or any of itsSubsidiaries pursuant to Section 8.10 or otherwise in connection with thetransactions contemplated hereby, in each case as amended, modified orsupplemented from time to time.

 

“Unused Fee” means the fee payable byBorrower to Agent for the account of each Lender on each Quarter-End, asdetermined by Agent as of such Quarter-End in an amount equal to the product of(A) the daily average of such Lender’s Unused Revolving Loan Commitmentoutstanding on each day during such quarter, multiplied by (B) a percentagebased on the Leverage Ratio as follows:

 

| **Leverage Ratio**                   |   | **Unused Fee** |   |
|--------------------------------------|--------|----------------|--------|
|                                 |   |           |   |
| Greater than  or equal to 1.0 to 1.0 |   | 0.375          | %      |
|                                 |   |           |   |
| Less than  1.0 to 1.0                |   | 0.25           | %      |

 

# 3.                                       TheCredit Agreement, as amended, is hereby amended by deleting Section 5.3(D) inits entirety, and by substituting in lieu thereof the following new Section 5.3(D):

 

(D)                               Notlater than 180 days after its receipt thereof, Borrower will prepay theoutstanding principal amount of the Loans in an amount equal to 100% of the NetCash Proceeds from any Asset Disposition (less any amounts theretofore expendedto acquire assets or properties or otherwise reinvested in its

 

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businesses)and will deliver to Agent, concurrently with such prepayment, a certificatesigned by its chief financial officer in form and substance satisfactory to theAgent and setting forth the calculation of such Net Cash Proceeds; provided,however, that such prepayment shall only be required to the extent theaggregate amount of Net Cash Proceeds from all such Asset Dispositions madefrom and after the Closing Date (less any amounts theretofore expended toacquire assets or properties or otherwise reinvested) exceeds $3,000,000.00.Notwithstanding the foregoing, nothing in this subsection (D) shall be deemedto permit any Asset Disposition not expressly permitted under Section 10.4.

 

# 4.                                       TheCredit Agreement, as amended, is hereby amended by deleting Section 8.8 in itsentirety.

 

# 5.                                       TheCredit Agreement, as amended, is hereby amended by deleting Section 9.4 in itsentirety, and by substituting in lieu thereof the following new Section 9.4:

 

9.4                                 Net Worth.  Borrower will not permit Net Worth as of anyQuarter-End, beginning with the Quarter-End of January 5, 2003, to be less thanthe sum of (i) $175,000,000, plus (ii) 75% of the aggregate of Net Incomefor each fiscal quarter beginning with the Quarter-End of October 6, 2002(provided that Net Income for any fiscal quarter shall be taken into accountfor purposes of this calculation only if positive), plus (iii) 100% ofthe aggregate amount of all increases in the stated capital and additionalpaid-in capital accounts of Borrower and its Subsidiaries, resulting from theissuance of Equity Interests (including Equity Interests issued pursuant to theexercise of options, rights or warrants or pursuant to the conversion ofconvertible Equity Interests) or other capital investments after July 7, 2002 (providedthat nothing in this section shall be deemed to permit any stock repurchasesnot expressly permitted under Section 10.6(A)(3)), less (iv) 100%of the aggregate amount paid or payable with respect to any purchase,redemption, retirement or other acquisition of shares of its capital stock;

 

provided, however, that in all events,Borrower will not permit Net Worth as of any Quarter-End to be less than $187,000,000plus (ii) 75% of the aggregate of Net Income for each fiscal quarterbeginning with the Quarter-End of October 6, 2002 (provided that Net Income forany fiscal quarter shall be taken into account for purposes of this calculationonly if positive).

#  

# 6.                                       TheCredit Agreement, as amended, is hereby amended by deleting Section 10.6(A)(1)in its entirety, and by substituting in lieu thereof the following new Section10.6(A)(1):

 

(1)                                  Borrowermay declare and make dividend payments or other distributions to its owners, tothe extent not prohibited under applicable Requirements of Law, so long as noDefault or Event of Default would exist immediately after giving effectthereto;

#  

# 4

# 

#  

# 7.                                       Asa condition to the effectiveness of this Fourth Amendment (a) Borrower shallhave executed and delivered to Agent, or caused to be executed and delivered toAgent, a Second Amendment to Pledge Agreement, the Pledge Agreement - M.G.A.,the Pledge Agreement - M.G. Midwest, the Pledge Agreement - Movie GalleryFinance, and a Joinder Agreement (Guaranty), together with all stockcertificates and other items required by Agent in connection therewith; (b)Borrower shall pay to Lender Parties an extension fee in the amount of $97,500.00;(c) Borrower shall reimburse the Lender Parties for all of the Lender Parties’fees and expenses, including, but not limited to, any and all filing fees,recording fees, and reasonable expenses and fees of the Lender Parties’ legalcounsel, incurred in connection with the preparation, amendment, modificationor enforcement of this Fourth Amendment, the Credit Agreement, as amended, andany and all documents executed and delivered in connection herewith ortherewith; (d) Borrower shall execute and deliver to Agent all furtherdocuments and perform all other acts which Agent reasonably deems necessary orappropriate to perfect or protect its security for the Loans; and (e) Borrowershall have delivered to Agent such other documentation, if any, as may be requestedby Agent to satisfy Agent that this Fourth Amendment, and all other documentsand instruments executed by Borrower in connection with this Fourth Amendmentor in furtherance hereof have each been duly authorized, executed and deliveredon behalf of Borrower, and constitute valid and binding obligations ofBorrower.

#  

# 8.                                       Borrowerrepresents and warrants to Agent that all representations and warranties givenby Borrower in Article VII of the Credit Agreement, as amended, are true andcorrect as of the date hereof, except to the extent affected by this FourthAmendment.  Borrower represents andwarrants to Agent that Borrower is in full compliance with all of the covenantsof Borrower contained in Articles VIII, IX and X of the Credit Agreement, asamended, except to the extent affected by this Fourth Amendment.

#  

# 9.                                       Exceptas heretofore or herein expressly modified, or as may otherwise be inconsistentwith the terms of this Fourth Amendment (in which case the terms and conditionsof this Fourth Amendment shall govern), all terms of the Credit Agreement, asamended, and all documents and instruments executed and delivered infurtherance thereof shall be and remain in full force and effect, and the sameare hereby ratified and confirmed in all respects.

#  

# 10.                                 Theundersigned Guarantors execute this Fourth Amendment to expressly evidencetheir assent to all the terms of the Credit Agreement, as amended, and thisFourth Amendment, and to further acknowledge and agree that the Guarantyremains in full force and effect and that the “Guaranteed Obligations” underthe Guaranty shall include, without limitation, all obligations of Borrowerunder the Credit Agreement, as amended, and as amended by this FourthAmendment.

 

**[THE REMAINDER OF THIS PAGE INTENTIONALLYLEFT BLANK]**

 

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**IN WITNESS WHEREOF**,this Fourth Amendment has been duly executed as of the day and year first abovewritten.

 
|   | **BORROWER:**                         |                            |
|--------|---------------------------------------|---------------------------------|
|   |                                  |                            |
|   | MOVIE  GALLERY, INC.                  |
|   |                                  |
|   |                                  |
|   | By:                                   |   /s/ S. Page Todd         |   |
|   | Its:                                  |   Executive Vice President |   |
|   |                                  |                            |
|   |                                  |                            |
|   | **GUARANTORS:**                       |
|   |                                  |
|   | M.G.A., INC.                          |
|   |                                  |
|   |                                  |                            |
|   | By:                                   |   /s/ S. Page Todd         |   |
|   | Its:                                  |   Executive Vice President |   |
|   |                                  |                            |
|   |                                  |                            |
|   | MOVIEGALLERY.COM,  INC.               |
|   |                                  |
|   |                                  |
|   | By:                                   |   /s/ S. Page Todd         |   |
|   | Its:                                  |   Executive Vice President |   |
|   |                                  |                            |
|   |                                  |                            |
|   | MOVIE  GALLERY FINANCE, INC.          |
|   |                                  |
|   |                                  |                            |
|   | By:                                   |   /s/ S. Page Todd         |   |
|   | Its:                                  |   Vice President           |   |
|   |                                  |                            |
|   |                                  |
|   | M.G.  MIDWEST, INC.                   |
|   |                                  |
|   |                                  |                            |
|   | By:                                   |   /s/ S. Page Todd         |   |
|   | Its:                                  |   Executive Vice President |   |
|   |                                  |                            |
|   |                                  |
|   | MOVIE  GALLERY CANADA, INC.           |
|   |                                  |
|   |                                  |                            |
|   | By:                                   |   /s/ S. Page Todd         |   |
|   | Its:                                  |   Executive Vice President |   |
|   |                                  |                            |
|   |                                  |
|   | MOVIE  GALLERY ASSET MANAGEMENT, INC. |
|   |                                  |
|   |                                  |                            |
|   | By:                                   |   /s/ S. Page Todd         |   |
|   | Its:                                  |   President                |   |
|        |                                       |                                 |  |  |  |  |  |  |  |  |  |  |  |  |

 

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|   | M.G. TEXAS,  L.P.              |
|--------|--------------------------------|
|   |                           |
|   | By:                            | M.G.A.,  INC., its General Partner |
|   |                           |   |
|   |                           |   |
|   |                           | By: |   /s/ S. Page Todd |   |
|   |                           | Its: |   Executive Vice President |   |
|   |                           |   |   |
|   |                           |   |   |
|   | M.G.A.  REALTY I, LLC          |
|   |                           |   |   |
|   |                           |   |   |
|   | By:                            | M.G.  MIDWEST, INC., its Sole Member |
|   |                           |   |
|   |                           |   |
|   |                           | By: |   /s/ S. Page Todd |   |
|   |                           | Its: |   Executive Vice President |   |
|   |                           |   |   |
|   |                           |   |   |
|   | MOVIE  GALLERY LICENSING, INC. |
|   |                           |
|   |                           |
|   | By:                            |   /s/ S. Page Todd |   |
|   | Its:                           |   Vice President |   |
|   |                           |   |
|   |                           |
|   | MOVIE  GALLERY SERVICES, INC.  |
|   |                           |
|   |                           |
|   | By:                            |   /s/ S. Page Todd |   |
|   | Its:                           |   Executive Vice President |   |
|   |                           |   |
|   |                           |
|   | **AGENT:**                     |
|   |                           |
|   | SOUTHTRUST  BANK, as Agent     |
|   |                           |
|   |                           |
|   | By:                            |   W. Spencer Ragland |   |
|   | Its:                           |   Vice President |   |
|        |                                |  |  |  |  |  |  |  |  |  |  |  |

 

STATE OFALABAMA

COUNTY OF HOUSTON

 

I, theundersigned, a Notary Public in and for said County in said State, herebycertify that S. Page Todd, whose name as Executive Vice President of MovieGallery, Inc., a Delaware corporation, is signed to the foregoing instrument,and who is known to me, acknowledged before me that, being informed of thecontents of such instrument, he, as such officer and with full authority,executed the same voluntarily for and as the act of said corporation.

 

Given under myhand and official seal, this the 19th day of May, 2003.

 
| [SEAL] |                   |
|--------|------------------------|
|   | /s/ Martha F. Compton  |   |
|   | Notary Public          |
|   | My Commission Expires: | 7/30/05 |   |
|        |                        |  |  |  |  |

 

7

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STATE OF ALABAMA

COUNTY OFHOUSTON

 

I, theundersigned, a Notary Public in and for said County in said State, herebycertify that S. Page Todd, whose name as Executive Vice President of M.G.A.,Inc., a Delaware corporation, is signed to the foregoing instrument, and who isknown to me, acknowledged before me that, being informed of the contents ofsuch instrument, he, as such officer and with full authority, executed the samevoluntarily for and as the act of said corporation.

 

Given under myhand and official seal, this the 19th day of May, 2003.

 
| [SEAL] |                   |
|--------|------------------------|
|   | /s/ Martha F. Compton  |   |
|   | Notary Public          |
|   | My Commission Expires: | 7/30/05 |   |
|        |                        |  |  |  |  |

 

STATE OF ALABAMA

COUNTY OFHOUSTON

 

I, theundersigned, a Notary Public in and for said County in said State, herebycertify that S. Page Todd, whose name as Executive Vice President ofMoviegallery.com, Inc., a Delaware corporation, is signed to the foregoinginstrument, and who is known to me, acknowledged before me that, being informedof the contents of such instrument, he, as such officer and with fullauthority, executed the same voluntarily for and as the act of saidcorporation.

 

Given under myhand and official seal, this the 19th day of May, 2003.

 
| [SEAL] |                   |
|--------|------------------------|
|   | /s/ Martha F. Compton  |   |
|   | Notary Public          |
|   | My Commission Expires: | 7/30/05 |   |
|        |                        |  |  |  |  |

 

STATE OF ALABAMA

COUNTY OF HOUSTON

 

I, theundersigned, a Notary Public in and for said County in said State, herebycertify that S. Page Todd, whose name as Vice President of Movie GalleryFinance, Inc., a Delaware corporation, is signed to the foregoing instrument,and who is known to me, acknowledged before me that, being informed of thecontents of such instrument, he, as such officer and with full authority,executed the same voluntarily for and as the act of said corporation.

 

Given under myhand and official seal, this the 19th day of May, 2003.

 
| [SEAL] |                   |
|--------|------------------------|
|   | /s/ Martha F. Compton  |   |
|   | Notary Public          |
|   | My Commission Expires: | 7/30/05 |   |
|        |                        |  |  |  |  |

 

 

STATE OF ALABAMA

COUNTY OF HOUSTON

 

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I, theundersigned, a Notary Public in and for said County in said State, herebycertify that S. Page Todd, whose name as Executive Vice President of M.G.Midwest, Inc., a Delaware corporation, is signed to the foregoing instrument,and who is known to me, acknowledged before me that, being informed of thecontents of such instrument, he, as such officer and with full authority,executed the same voluntarily for and as the act of said corporation.

 

Given under myhand and official seal, this the 19th day of May, 2003.

 
| [SEAL] |                   |
|--------|------------------------|
|   | /s/ Martha F. Compton  |   |
|   | Notary Public          |
|   | My Commission Expires: | 7/30/05 |   |
|        |                        |  |  |  |  |

 

STATE OF ALABAMA

COUNTY OF HOUSTON

 

I, theundersigned, a Notary Public in and for said County in said State, herebycertify that S. Page Todd, whose name as Executive Vice President of MovieGallery Canada, Inc., a New Brunswick (Canada) corporation, is signed to theforegoing instrument, and who is known to me, acknowledged before me that,being informed of the contents of such instrument, he, as such officer and withfull authority, executed the same voluntarily for and as the act of saidcorporation.

 

Given under myhand and official seal, this the 19th day of May, 2003.

 
| [SEAL] |                   |
|--------|------------------------|
|   | /s/ Martha F. Compton  |   |
|   | Notary Public          |
|   | My Commission Expires: | 7/30/05 |   |
|        |                        |  |  |  |  |

 

STATE OF ALABAMA

COUNTY OF HOUSTON

 

I, theundersigned, a Notary Public in and for said County in said State, herebycertify that S. Page Todd, whose name as President of Movie Gallery AssetManagement, Inc., a Delaware corporation, is signed to the foregoinginstrument, and who is known to me, acknowledged before me that, being informedof the contents of such instrument, he, as such officer and with fullauthority, executed the same voluntarily for and as the act of saidcorporation.

 

Given under myhand and official seal, this the 19th day of May, 2003.

 
| [SEAL] |                   |
|--------|------------------------|
|   | /s/ Martha F. Compton  |   |
|   | Notary Public          |
|   | My Commission Expires: | 7/30/05 |   |
|        |                        |  |  |  |  |

 

STATE OF ALABAMA

COUNTY OF HOUSTON

 

I, theundersigned, a Notary Public in and for said County in said State, herebycertify that S. Page Todd, whose name as Executive Vice President of M.G.A.,Inc., a Delaware corporation,

 

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as General Partner of M.G. Texas, L.P., a Delaware limited partnership,is signed to the foregoing instrument, and who is known to me, acknowledgedbefore me that, being informed of the contents of such instrument, he, as suchofficer and with full authority, executed the same voluntarily for and as theact of said corporation in its capacity as General Partner as aforesaid.

 

Given under myhand and official seal, this the 19th day of May, 2003.

 
| [SEAL] |                   |
|--------|------------------------|
|   | /s/ Martha F. Compton  |   |
|   | Notary Public          |
|   | My Commission Expires: | 7/30/05 |   |
|        |                        |  |  |  |  |

 

STATE OF ALABAMA

COUNTY OF HOUSTON

 

I, theundersigned, a Notary Public in and for said County in said State, herebycertify that S. Page Todd, whose name as Executive Vice President of M.G.Midwest, Inc., a Delaware corporation, as the sole Member of M.G.A. Realty I,LLC, a Delaware limited liability company, is signed to the foregoinginstrument, and who is known to me, acknowledged before me that, being informedof the contents of such instrument, he, as such officer and with fullauthority, executed the same voluntarily for and as the act of said corporationin its capacity as sole Member as aforesaid.

 

Given under myhand and official seal, this the 19th day of May, 2003.

 
| [SEAL] |                   |
|--------|------------------------|
|   | /s/ Martha F. Compton  |   |
|   | Notary Public          |
|   | My Commission Expires: | 7/30/05 |   |
|        |                        |  |  |  |  |

 

STATE OF ALABAMA

COUNTY OF HOUSTON

 

I, theundersigned, a Notary Public in and for said County in said State, herebycertify that S. Page Todd, whose name as Vice President of Movie GalleryLicensing, Inc., a Delaware corporation, is signed to the foregoing instrument,and who is known to me, acknowledged before me that, being informed of thecontents of such instrument, he, as such officer and with full authority, executedthe same voluntarily for and as the act of said corporation.

 

Given under myhand and official seal, this the 19th day of May, 2003.

 
| [SEAL] |                   |
|--------|------------------------|
|   | /s/ Martha F. Compton  |   |
|   | Notary Public          |
|   | My Commission Expires: | 7/30/05 |   |
|        |                        |  |  |  |  |

 

STATE OFALABAMA

COUNTY OF HOUSTON

 

I, theundersigned, a Notary Public in and for said County in said State, herebycertify that S. Page Todd, whose name as Executive Vice President of MovieGallery Services, Inc., a

 

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Delaware corporation, is signed to the foregoing instrument, and who isknown to me, acknowledged before me that, being informed of the contents ofsuch instrument, he, as such officer and with full authority, executed the samevoluntarily for and as the act of said corporation.

 

Given under myhand and official seal, this the 19th day of May, 2003.

 
| [SEAL] |                   |
|--------|------------------------|
|   | /s/ Martha F. Compton  |   |
|   | Notary Public          |
|   | My Commission Expires: | 7/30/05 |   |
|        |                        |  |  |  |  |

 

STATE OFALABAMA

COUNTY OF JEFFERSON

 

I, theundersigned, a Notary Public in and for said County in said State, herebycertify that W. Spencer Ragland, whose name as Vice President of SouthTrustBank, an Alabama banking corporation, is signed to the foregoing instrument,and who is known to me, acknowledged before me that, being informed of the contentsof such instrument, he, as such officer and with full authority, executed thesame voluntarily for and as the act of said banking corporation.

 

Given under myhand and official seal, this the 23rd day of June, 2003.

 
| [SEAL] |                   |
|--------|------------------------|
|   | /s/ Elizabeth Corrigan |   |
|   | Notary Public          |
|   | My Commission Expires: | January 10,  2005 |   |
|        |                        |  |  |  |  |

 

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