**Exhibit 10.1**

**EXECUTION COPY**

**AMENDMENT NO. 3 TO THE CREDITAGREEMENT**

Datedas of December 11, 2006

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

**PRELIMINARY STATEMENTS:**

(1)           The Borrower, certain financial institutionsand other persons from time to time parties thereto (collectively, the “***Lenders***”) and theAgents 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 otherwisemodified, the “***CreditAgreement***”; capitalized terms used herein but not defined shallbe used herein as defined in the Credit Agreement).

(2)           The Borrower desires, in connection with theproposed acquisition (the “***Acquisition***’)of substantially all of the assets of Zartic, Inc., a Georgia corporation, andZar Tran, Inc., a Georgia corporation (such assets being collectively referredto as the “***Acquired Assets***” and suchcompanies being collectively referred to as the “***Company***”),to obtain additional Term B Loans in an amount equal to $100,000,000 in excessof the principal amount of the Term B Loans outstanding under the CreditAgreement prior to the effectiveness of this Amendment (the “***New Term B-2 Loans***”) and having thesame rights and obligations as the Term B Loans, as set forth in the LoanDocuments.

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

(4)           The Borrower has requested that the RequiredLenders and the Required Term Lenders****amend theCredit Agreement to effect the changes described above and to make otheramendments set forth below.

(5)           The Required Lenders and the Required TermLenders 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 andvaluable consideration (the receipt and sufficiency of which is herebyacknowledged), the parties hereto hereby agree as follows:

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

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### (a)           Section 1.01 of the Credit Agreement ishereby 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 thereference to “2.00%” and insert “2.25%” in its place and (C) add the followingnew 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 recentCompliance Certificate received by the Administrative Agent pursuant to Section6.02(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 adjustmentsand adjustments for synergies resulting from the acquisition of the AcquiredAssets as specifically set forth on Schedule IV hereto.”

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

“Forthe 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 IVhereto shall be deemed to be the applicable amount specified for such fiscalquarter on such Schedule.”

#### (iv)     By amending the definition of “***Initial Term B Loans***” to readin full as follows:

“***InitialTerm B Loans***” means Term B Loans that are not New Term B Loansor New Term B-2 Loans.

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

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

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

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

#### (vii)    By amending the definition of “***Term B Loan***” to add thefollowing 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 definitionstherein in the appropriate alphabetical order:

“***Amendment No. 3 EffectiveDate***” 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 Borrowerpursuant to the Asset Purchase Agreement dated as of November  3, 2006 (the “***AcquisitionAgreement***”).

“***New Term B-2 Commitment***”means, as to each New Term B-2 Lender, its obligation to make New Term B-2Loans to the Borrower pursuant to Section 2.01(a)(iii), in an aggregateprincipal amount at any one time outstanding not to exceed the amount set forthopposite such Lender’s name on Schedule 2.01(a)(iii) under the caption “NewTerm B-2 Commitment” or in the Assignment and Assumption pursuant to which suchLender becomes a party hereto, as applicable, as such amount may be adjustedfrom 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 TermB-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 endthereof to read as follows:

“(iii)   Subject to the terms and conditions set forthherein, each New Term B-2 Lender severally agrees to make a single loan (each,a “***New Term B-2 Loan***”), in an amountequal to its New Term B-2 Commitment, to the Borrower on the Amendment No. 3Effective Date.   Amounts borrowed underthis Section 2.01(a)(iii) and repaid or prepaid may not bereborrowed.  New Term B-2 Loans may beBase Rate Loans or Eurodollar Rate Loans, as further provided herein.”

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

“(itbeing understood that to the extent there are no such payments due within thenext 12 months with respect to any of the Initial Term B Loans, New Term BLoans, or New Term B-2 Loans respectively, the portion of any prepaymentsallocable to any such Loans shall be applied as specified in the immediatelysucceeding clause second)”

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

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### “(a)         TermB Loans.  The Borrower shall repay to theAdministrative Agent for the ratable account of each of the Initial Term BLenders, New Term B Lenders and New Term B-2 Lenders the aggregate principalamount of all Initial Term B Loans, New Term B Loans and New Term B-2 Loansoutstanding on the following dates in the respective amounts set forth for suchLoans opposite such dates (which amounts shall be reduced as a result of theapplication of prepayments in accordance with the order of priority set forthin 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 principalrepayment installment of each of the Initial Term B Loans, New Term B Loans andNew Term B-2 Loans shall be paid on the Maturity Date for the Term B Facilityand in any event shall be in an amount equal to the aggregate principal amountof all Initial Term B Loans, New Term B Loans and New Term B-2 Loansoutstanding on such date.”

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

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

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

### (g)           Section 7.03 of the Credit Agreement ishereby amended by:

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

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

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

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

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

# SECTION 2.           Conditions to Effectiveness.  This Amendment and the amendments containedherein 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 beenfulfilled to the satisfaction of the Administrative Agent.

### (a)           Execution of Counterparts.  The Administrative Agent shall have receivedcounterparts of this Amendment, duly executed and delivered on behalf of eachof (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 ofthe foregoing parties, advice reasonably satisfactory to the AdministrativeAgent that each of the foregoing parties has executed a counterpart of thisAmendment.

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

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

### (d)           Evidence of Debt. Each New Term B-2 Lender shall have received, if requested, one or moreNotes payable to the order of such Lender duly executed by the Borrower insubstantially the form of Exhibit C-1 to the Credit Agreement, evidencing theNew 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 theLoan Parties certifying (A) the names and true signatures of the officers ofeach of the Loan Parties authorized to sign this Amendment and the otherdocuments to be delivered hereunder and (B) the resolutions of the Board ofDirectors of the Loan Parties evidencing approval for this Amendment and (ii) acertificate of an officer of each of the Loan Parties certifying (A) that noauthorization or approval or other action by, and no notice to or filing with,any governmental authority or regulatory body, or any third party to anyagreements and instruments is required for the due execution, delivery orperformance by each of the Loan Parties of this Amendment, (B) therepresentations and warranties contained in Section 3 of this Amendmentare true and correct and (C) no event has occurred and is continuing thatconstitutes a Default.

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

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

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

#### (iii)     Evidence that all fees, costs and expenseshave been paid in connection with the preparation, execution, filing andrecordation of the Mortgage Amendments, including, without limitation, filingand recording fees, title insurance company coordination fees, and title searchcharges and other charges incurred in connection with the matters described inthis Section 2(vi).

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

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

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

### (j)            Acquisition Agreement, Etc.  TheAdministrative Agent shall have received, in form and substance satisfactory tothe Administrative Agent, (i) copies of documentation for the Acquisition andother aspects of the transaction, including the Acquisition Agreement and allexhibits and schedules thereto and (ii) evidence that all material consents andapprovals required pursuant to the terms of the Acquisition Agreement have beenobtained.  The Acquisition will have beenconsummated in accordance with the terms and conditions of the AcquisitionAgreement without any waiver, modification or consent thereunder that ismaterially adverse to the Lenders (as reasonably determined by theAdministrative Agent) unless approved by the Administrative Agent, and no lawor regulation will be applicable, or event will have occurred, nor will anylitigation or investigation be pending or threatened, that could reasonably beexpected to impose materially adverse conditions or which could reasonably beexpected to have a material adverse effect upon the consummation of theAcquisition or any if the other transactions contemplated by the AcquisitionAgreement.

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### (k)           Financials.  The Administrative Agent shallhave received (i) copies of satisfactory audited consolidated financialstatements for the Company and its subsidiaries for the three fiscal years mostrecently ended for which financial statements are available and interimunaudited financial statements for each quarterly period ended for whichfinancial statements are available since the last audited financial statements,(ii) proforma consolidated financial statements for the Borrowerand its subsidiaries for the four-quarter period most recently ended prior tothe Amendment No. 3 Effective Date for which financial statements are availablegiving proforma effect to the Acquisition (prepared inaccordance 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, andincluding adjustments reasonably acceptable to the Administrative Agent) and a proforma balance sheet of the Borrower and its subsidiaries as of theAmendment No. 3 Effective Date and (iii) unless previously provided,projections prepared by management of balance sheets, income statements andcashflow statements of the Borrower and its subsidiaries, which will bequarterly for the first fiscal year after the Amendment No. 3 Effective Date andannually thereafter for the term of the Facilities (and which will not beinconsistent in any material respect with information provided to the Arrangersprior to the delivery of the Commitment Letter).

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

# SECTION 3.           Confirmation of Representations andWarranties.  Each of the Loan Partieshereby represents and warrants, on and as of the date hereof and as of theAmendment No. 3 Effective Date, that the representations and warrantiescontained in the Credit Agreement and the other Loan Documents are correct andtrue in all material respects (without duplication of any materiality qualifiercontained 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 ofsuch date, other than any such representations or warranties that by theirterms refer to a specific date.

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

# SECTION 5.           Reference to and Effect on the LoanDocuments.  (a) On and after theeffectiveness of this Amendment, each reference in the Credit Agreement to “*hereunder*”, “*hereof*” or words of like import referring to the CreditAgreement, 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 thisAmendment.

### (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 fullforce and effect and are

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### hereby in all respects ratified and confirmed.  Without limiting the generality of theforegoing, the Collateral Documents and all of the Collateral described thereindo and shall continue to secure the payment of all Obligations of the LoanParties 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 orremedy of any Lender or any Agent under any of the Loan Documents, norconstitute a waiver of any provision of any of the Loan Documents.

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

# SECTION 7.           Governing Law.  This Amendment shall be governed by, andconstrued in accordance with, the laws of the State of New York, and shall besubject 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 entireagreement 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 beingsuperseded hereby, shall be binding upon and inure to the benefit of theparties hereto and their respective successors and assigns, and may not beamended, extended or otherwise modified, except in a writing executed in wholeor in counterparts by each party hereto.

[SIGNATURES FOLLOW.]

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IN WITNESS WHEREOF, the parties hereto have caused this Agreement to beexecuted by their respective officers thereunto duly authorized, as of the datefirst 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 |
|        |        |                                                                                    |  |  |  |  |

 

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|        |   | 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 |

 

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|        |   | 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 |   |
|                                  |            |                      |            |                      |            |                      |            |            |            |                               |            |            |            |            |            |            |            |            |            |  |  |  |  |  |  |  |  |  |  |  |  |  |  |  |  |  |  |

 

 

----