EXECUTION
  VERSION



CREDIT AGREEMENT

dated as of December 20, 2007

among

RUDDICK
CORPORATION
as Borrower,

THE LENDERS PARTIES
HERETO,

and

WACHOVIA BANK, NATIONAL
ASSOCIATION,
as Administrative Agent

____________________

WACHOVIA CAPITAL
MARKETS, LLC,
as Lead Arranger and Book Runner

BRANCH BANKING AND
TRUST COMPANY,
as Syndication Agent

and

BANK OF AMERICA, N.A
and REGIONS BANK,
as Co-Documentation Agents

 

	 






TABLE OF
CONTENTS

	 	 	Page 
	ARTICLE I 	DEFINITIONS 	1 
	                   Section
      1.1	   
              Defined Terms 	1 
	                   Section
      1.2	            Other
      Definitional Provisions 	15 
	                   Section
      1.3 	            Accounting
      Terms 	15 
	ARTICLE II 	THE
      LOANS; AMOUNT AND TERMS 	16 
	                   Section
      2.1  	            The
      Credit Facilities 	16 
	                   Section 2.2 	            Letter
      of Credit Subfacility 	18 
	                   Section 2.3 	            Swingline
      Loan Subfacility 	21 
	                   Section 2.4 	            Fees 	23 
	                   Section 2.5 	            Reduction
      of the Revolving Commitments 	24 
	                   Section 2.6  	            Minimum
      Borrowing Amounts and Principal Amounts of Tranches 	24 
	                   Section 2.7 	            Prepayments 	25 
	                   Section 2.8 	            Interest
      Payments; Default Interest; Interest Payment Dates 	25 
	                   Section 2.9 	            Computation
      of Interest and Fees 	26 
	                   Section 2.10 	            Conversion
      Options 	27 
	                   Section 2.11 	            Pro
      Rata Treatment and Payments 	29 
	                   Section 2.12 	            Non-Receipt
      of Funds by the Administrative Agent 	29 
	                   Section 2.13 	            Inability
      to Determine Interest Rate 	30 
	                   Section 2.14 	            Illegality 	31 
	                   Section 2.15 	            Requirements
      of Law 	31 
	                   Section 2.16 	            Indemnity 	33 
	                   Section 2.17 	            Taxes 	33 
	                   Section 2.18 	            Waiver
      of Notice 	35 
	                   Section 2.19 	            Defaulting
      Lenders; Limitation on Claims 	36 
	                   Section 2.21 	            Indemnification;
      Nature of Issuing Lender’s Duties 	37 
	                   Section 2.22 	            Additional
      Loans 	38 
	                   Section 2.23 	            Extension
      of Termination Date 	39 
	ARTICLE
      III 	REPRESENTATIONS AND
      WARRANTIES 	41 
	ARTICLE IV 	CONDITIONS PRECEDENT 	43 




i




TABLE OF
CONTENTS
(continued)

	 	 	Page 
	                   Section
      4.1 	            Conditions
      to Closing Date and Initial Loans 	43 
	                   Section
      4.2 	            Conditions
      to All Extensions of Credit 	43 
	ARTICLE V 	AFFIRMATIVE
      COVENANTS 	44 
	ARTICLE
      VI 	NEGATIVE COVENANTS 	47 
	ARTICLE VII 	EVENTS OF
      DEFAULT 	50 
	                   Section
      7.1 	            Events
      of Default 	50 
	                   Section 7.2 	            Acceleration;
      Remedies 	51 
	ARTICLE
      VIII 	THE AGENT 	52 
	                   Section 8.1 	            Appointment 	52 
	                   Section 8.2 	            Delegation
      of Duties 	52 
	                   Section 8.3 	            Exculpatory
      Provisions 	53 
	                   Section 8.4 	            Reliance
      by Administrative Agent 	53 
	                   Section 8.5 	            Notice
      of Default 	53 
	                   Section 8.6 	            Non-Reliance
      on Administrative Agent and Other Lenders 	54 
	                   Section 8.7 	            Indemnification 	54 
	                   Section 8.8 	            Administrative
      Agent in Its Individual Capacity 	55 
	                   Section 8.9 	            Successor
      Administrative Agent 	55 
	ARTICLE
      IX 	MISCELLANEOUS 	55 
	                   Section 9.1 	            Amendments
      and Waivers 	55 
	                   Section 9.2 	            Notices 	57 
	                   Section 9.3 	            No
      Waiver; Cumulative Remedies 	58 
	                   Section 9.5 	            Payment
      of Expenses and Taxes 	58 
	                   Section 9.6 	            Successors
      and Assigns; Participations; Purchasing Lenders 	59 
	                   Section 9.7 	            Adjustments;
      Set-off 	61 
	                   Section 9.8 	            Table
      of Contents and Section Headings 	62 
	                   Section 9.9 	            Counterparts 	62 
	                   Section 9.10 	            Effectiveness 	62 
	                   Section 9.11 	            Severability 	63 
	                   Section 9.12 	            Integration 	63 
	                   Section 9.13 	            Governing
      Law 	63 



ii




TABLE OF
CONTENTS
(continued)

	 	 	Page 
	                   Section 9.14 	            Consent
      to Jurisdiction and Service of Process 	63 
	                   Section 9.15 	            Arbitration 	64 
	                   Section 9.16 	            Waivers
      of Jury Trial 	66 
	                   Section 9.17 	            Confidentiality 	66 



	Schedules	   



	Schedule 1.1(a) 	 	Account
      Designation Letter 
	Schedule 1.1(b) 		Existing Letters
      of Credit 
	Schedule 2.1(a) 		Lenders and
      Commitments 
	Schedule 2.1(b)(i) 		Form of Notice of
      Borrowing for Revolving Loans 
	Schedule 2.1(b)(iv)     		Form of Revolving
      Note 
	Schedule 2.1(c)(ii) 		Form of Term
      Note 
	Schedule 2.3(b)(i) 		Form of Notice of
      Borrowing for Swingline Loans 
	Schedule 2.3(d) 		Form of Swingline
      Note 
	Schedule 2.10 		Form of Notice of
      Conversion/Extension 
	Schedule 2.17 		Section 2.17
      Certificate 
	Schedule 3.1(e) 		Tax
      Matters 
	Schedule 9.2 		Lenders’ Lending
      Offices 
	Schedule 9.6(c) 		Form of
      Commitment Transfer Supplement 



iii




     CREDIT
AGREEMENT, dated as of December 20, 2007, among RUDDICK
CORPORATION, a North Carolina corporation (the “Borrower”), the several banks and other financial
institutions as may from time to time become parties to this Agreement
(collectively, the “Lenders”; and individually, a
“Lender”), and WACHOVIA BANK,
NATIONAL ASSOCIATION, a national banking association, as
administrative agent for the Lenders hereunder (in such capacity, the “Agent” or the “Administrative
Agent”).

W I T N E S S E T H:

     WHEREAS,
the Borrower has requested that the Lenders make loans and other financial
accommodations to the Borrower as more particularly described
herein;

     WHEREAS,
the Lenders have agreed to make such loans and other financial accommodations to
the Borrower on the terms and conditions contained herein;

     NOW,
THEREFORE, in consideration of the premises and the mutual covenants contained
herein, the parties hereto hereby agree as follows:

ARTICLE
I

DEFINITIONS

     Section 1.1 Defined Terms.

     As used
in this Agreement, terms defined in the preamble to this Agreement have the
meanings therein indicated, and the following terms have the following
meanings:

     “A&E” shall mean American & Efird,
Inc.

     “Account Designation Letter” shall mean the Notice of
Account Designation Letter dated the Closing Date from the Borrower to the
Administrative Agent substantially in the form attached hereto as Schedule 1.1(a).

     “Administrative Agent” shall have the meaning set forth in
the first paragraph of this Agreement and any successors in such
capacity.

     “Affiliate” shall mean as to any Person, any other Person
(excluding any Subsidiary) which, directly or indirectly, is in control of, is
controlled by, or is under common control with, such Person. For purposes of
this definition, a Person shall be deemed to be “controlled by” another Person
if such other Person possesses, directly or indirectly, power either (a) to vote
10% or more of the securities having ordinary voting power for the election of
directors of such Person or (b) to direct or cause the direction of the
management and policies of such Person whether by contract or
otherwise.

     “Agreement” shall mean this Credit Agreement, as amended,
modified or supplemented from time to time in accordance with its
terms.




     “Alternate Base Rate” shall mean, for any day, a rate per
annum equal to the greater of (a) the Federal Funds Effective Rate in effect on
such day plus 1/2 of 1% and (b) the Prime Rate in effect on such day. For
purposes hereof: “Prime Rate” shall mean, at any
time, the rate of interest per annum publicly announced from time to time by
Wachovia Bank, National Association at its principal office in Charlotte, North
Carolina as its prime commercial lending rate. Each change in the Prime Rate
shall be effective as of the opening of business on the day such change in the
Prime Rate occurs. The parties hereto acknowledge that the rate announced
publicly by Wachovia Bank, National Association as its Prime Rate is an index or
base rate and shall not necessarily be its lowest or best rate charged to its
customers or other banks; and “Federal Funds Effective
Rate” shall mean, for any day, the weighted average of the rates on
overnight federal funds transactions with members of the Federal Reserve System
arranged by federal funds brokers, as published on the next succeeding Business
Day by the Federal Reserve Bank of New York, or, if such rate is not so
published on the next succeeding Business Day, the average of the quotations for
the day of such transactions received by the Administrative Agent from three
federal funds brokers of recognized standing selected by it. If for any reason
the Administrative Agent shall have determined (which determination shall be
conclusive in the absence of manifest error) that it is unable to ascertain the
Federal Funds Effective Rate, for any reason, including the inability or failure
of the Administrative Agent to obtain sufficient quotations in accordance with
the terms thereof, the Alternate Base Rate shall be determined without regard to
clause (b) of the first sentence of this definition, as appropriate, until the
circumstances giving rise to such inability no longer exist. Any change in the
Alternate Base Rate due to a change in the Prime Rate or the Federal Funds
Effective Rate shall be effective on the opening of business on the date of such
change.

     “Alternate Base Rate Loans” shall mean Loans that bear
interest at an interest rate based on the Alternate Base Rate.

     “Applicable Margin” shall mean, for the purposes of
calculating (i) the applicable interest rate for the Interest Period for any
LIBOR Rate Loan, (ii) the applicable interest rate for any Alternate Base Rate
Loan or any LIBOR Market Index Rate Loan, (iii) the applicable rate for the
Commitment Fee for purposes of Section 2.4(a)
hereof and (iv) the applicable rates for Standby Letter of Credit Fees and Trade
Letter of Credit Fees, the percentages per annum set forth below. Such
Applicable Margin shall be (A) determined as of the last day of each fiscal
quarter of the Borrower (the “Determination Date”) based upon the Consolidated
Leverage Ratio as of the last day of each such fiscal quarter (such calculation
to be made based upon the financial statements as of such date and for the
period then ended delivered pursuant to Section
5.1(a) hereof and applied retroactively to such Determination Date)
and (B) applicable to all LIBOR Rate Loans made, renewed or converted, all LIBOR
Market Index Rate Loans and Alternate Base Rate Loans outstanding and any
Commitment Fee, Standby Letter of Credit Fee and Trade Letter of Credit Fee
accruing, as the case may be, on or after the most recent Determination Date to
occur, as specified below:

2





		Applicable
      Margin			 
		for LIBOR Market			
		Index Rate Loans,		 	
		LIBOR Rate Loans,	Applicable	Applicable	Applicable
		Swingline Loans	Margin for	Margin for	Margin for
	Consolidated	and Standby Letter	Trade Letter of	Alternate Base	Commitment
	Leverage
      Ratio	of Credit
      Fees	Credit
      Fees	Rate
      Loans	Fees
	> 3.75	1.250%	0.625%	0.00%	0.200%
	> 3.25 but < 3.75	1.000%	0.500%	0.00%	0.150%
	> 2.75 but
      < 3.25	0.750%	0.375%	0.00%	0.120%
	> 2.25 but
      < 2.75	0.625%	0.3125%	0.00%	0.090%
	<
      2.25	0.500%	0.250%	0.00%	0.070%



     “Authorized Officer” shall mean any of the President, Vice President-Finance and
Principal Accounting Officer (for Securities and Exchange Commission reporting
purposes) of the Borrower.

     “Bankruptcy Code” shall mean the Bankruptcy Code in Title 11 of the United States
Code, as amended, modified, succeeded or replaced from time to
time.

     “Borrowing
Date” shall mean, in respect of any Loan, the date such Loan is
made.

     “Business Day”
shall mean a day other than a Saturday, Sunday or other day on which commercial
banks in Charlotte, North Carolina are authorized or required by law to
close; provided,
however, that when used in
connection with a rate determination, borrowing or payment in respect of a LIBOR
Rate Loan, the term “Business Day” shall also exclude any day on which banks in
London, England are not open for dealings in Dollar deposits in the London
interbank market.

     “Capital Lease” shall mean any lease of property, real or personal, the obligations
with respect to which are required to be capitalized on a balance sheet of the
lessee in accordance with GAAP.

     “Change in Control” shall mean (i) the acquisition by any person, entity or “group,”
within the meaning of Section 13(d)(3) or 14(d)(2) of the Exchange Act,
(excluding, for this purpose, the Borrower or its Restricted Subsidiaries, or
any employee benefit plan of the Borrower or its Restricted Subsidiaries which
acquires beneficial ownership of voting securities of the Borrower) of
beneficial ownership (within the meaning of Rule 13d 3 promulgated under the
Exchange Act) of 35% or more of either the then outstanding shares of common
stock of the Borrower or the combined voting power of the Borrower’s then
outstanding voting securities entitled to vote generally in the election of
directors; or (ii) individuals who, as of the Closing Date, constitute the Board
of Directors of the Borrower (the “Incumbent
Board”) cease for any reason to constitute at least
a majority of the Board of Directors of the Borrower, provided that any person becoming a
director subsequent to the Closing Date whose election, or nomination for
election by the Borrower’s stockholders, was approved by a vote of at least a
majority of the directors then comprising the Incumbent Board shall be
considered as though such person were a member of the Incumbent Board; or (iii)
approval by the stockholders of the Borrower of a reorganization, merger or
consolidation of the Borrower, in each case with respect to which Persons who
were the stockholders of the Borrower immediately prior to such reorganization,
merger or consolidation do not, immediately thereafter, own more than 50% of the
combined voting power entitled to vote generally in the election of directors of
the reorganized, merged or consolidated company’s then outstanding voting
securities.

3




     “Closing
Date” shall mean the date of this Agreement.

     “Code” shall mean the Internal Revenue Code of 1986, as
amended from time to time.

     “Commitment” shall mean the Revolving Commitment, the Term
Loan Commitment, the Swingline Commitment and the LOC Commitment, individually
or collectively, as appropriate.

     “Commitment Percentage” shall mean the Revolving Commitment
Percentage, the Term Loan Commitment Percentage and/or the LOC Commitment
Percentage, as appropriate.

     “Commitment Period” shall mean the period from and
including the Closing Date to but not including the Termination
Date.

     “Commitment Transfer Supplement” shall mean a Commitment
Transfer Supplement, substantially in the form of Schedule
9.6(c).

     “Consolidated Adjusted Funded Debt” shall mean, as of any
date of computation, the sum of (i) Consolidated Funded Debt as of such date
plus (ii) the product of consolidated rent expense for the four consecutive
fiscal quarters then ending times eight.

     “Consolidated Current Liabilities” shall mean, as of any
date of computation, the current liabilities of the Borrower and its
Subsidiaries on a consolidated basis.

     “Consolidated EBITDA” shall mean, with respect to the
Borrower and its Subsidiaries for any period of computation thereof, the sum of,
without duplication, (i) Consolidated Net Income, (ii) consolidated net interest
expense, (iii) taxes accrued on income, (iv) amortization, and (v) depreciation,
all determined on a consolidated basis in accordance with GAAP.

     “Consolidated EBITDAR” shall mean, with respect to the
Borrower and its Subsidiaries for any period of computation thereof, the sum of,
without duplication, (i) Consolidated Net Income, (ii) consolidated net interest
expense, (iii) taxes accrued on income, (iv) amortization, (v) depreciation, and
(vi) rent expense, all determined on a consolidated basis in accordance with
GAAP.

     “Consolidated Fixed Charge Ratio” shall mean, as of the
last day of any fiscal quarter of the Borrower, the ratio of (i) the sum of
Consolidated Net Income, plus Consolidated Fixed
Charges plus income taxes (each computed for the
four consecutive fiscal quarterly periods then ending), to (ii) Consolidated
Fixed Charges (computed for the four consecutive fiscal quarter periods then
ending).

4




     “Consolidated Fixed Charges” shall mean, for any applicable
period of computation, consolidated net interest expense plus consolidated rent
expense under operating leases for the period of the Borrower and its
Subsidiaries.

     “Consolidated Funded Debt” shall mean, as of any date of
computation, all Indebtedness which constitutes consolidated long term debt of
the Borrower and its Subsidiaries, including (a) any Indebtedness with a
maturity more than one year after the creation of such Indebtedness and (b) any
portion thereof included in Consolidated Current Liabilities.

     “Consolidated Leverage Ratio” shall mean, as of the last
day of any fiscal quarter of the Borrower, the ratio of (a) Consolidated
Adjusted Funded Debt as of such date to (b) Consolidated EBITDAR for the four
consecutive quarterly periods then ending.

     “Consolidated Minority Interest” shall mean as of any date
of computation, minority interest in the Borrower and its Subsidiaries
determined on a consolidated basis in accordance with GAAP.

     “Consolidated Net Income” shall mean, for any applicable
period of computation, the consolidated net income of the Borrower and its
Subsidiaries, after provision for taxes.

     “Consolidated Shareholders’ Equity” shall mean, as of any
date of computation, shareholders’ equity of the Borrower and its Subsidiaries
determined on a consolidated basis in accordance with GAAP.

     “Consolidated Tangible Net Worth” shall mean, as of any
date of computation, Consolidated Shareholders’ Equity reduced by the recorded
net balances of copyrights, patents, trademarks, goodwill, capitalized
advertising costs, organization costs, licenses, franchises, exploration permits
and import and export permits.

     “Consolidated Total Assets” shall mean, as of any date of
computation, the aggregate amount of all assets or resources of the Borrower and
its Subsidiaries on a consolidated basis.

     “Consolidated Total Capitalization” shall mean, as of any
date of computation, the total of Consolidated Funded Debt, Consolidated
Minority Interest and Consolidated Shareholders’ Equity of the Borrower and its
Subsidiaries.

     “Credit Documents” shall mean this Agreement, each of the
Notes, the Letters of Credit and the LOC Documents.

     “Default” shall mean any of the events specified in
Section 7.1, whether or not any requirement for
the giving of notice or the lapse of time, or both, has been
satisfied.

     “Defaulting Lender” shall mean, at any time, any Lender
that, at such time (a) has failed to make a Loan required pursuant to the terms
of this Credit Agreement, has failed to pay to the Administrative Agent or any
other Lender an amount owed by such Lender pursuant to the terms of this Credit
Agreement, or (b) has been deemed insolvent by its principal regulator or has
become subject to a bankruptcy or insolvency proceeding or to a receiver,
trustee or similar official.

5




     “Dollars” and “$” shall mean dollars in lawful currency of the United
States of America.

     “Domestic Lending Office” shall mean, initially, the office of each Lender designated as such
Lender’s Domestic Lending Office shown on Schedule
9.2; and thereafter, such other office of such
Lender as such Lender may from time to time specify in a notice to the
Administrative Agent and the Borrower as the office of such Lender at which
Alternate Base Rate Loans and LIBOR Market Index Rate Loans of such Lender are
to be made.

     “Engagement Letter” shall mean the letter agreement dated November 2, 2007 addressed to
the Borrower from Wachovia Capital Markets, LLC, as amended, modified or
otherwise supplemented.

     “ERISA” shall
mean the Employee Retirement Income Security Act of 1974, as amended from time
to time.

     “Eurodollar Reserve
Percentage” shall mean for any day, the percentage
(expressed as a decimal and rounded upwards, if necessary, to the next higher
1/100th of 1%) which is in effect for such day as prescribed by the Federal
Reserve Board (or any successor) for determining the maximum reserve requirement
(including without limitation any basic, supplemental or emergency reserves) in
respect of Eurocurrency liabilities, as defined in Regulation D of such Board as
in effect from time to time, or any similar category of liabilities for a member
bank of the Federal Reserve System in New York City.

     “Event of
Default” shall mean any of the events specified in Section 7.1.

     “Existing Letters of
Credit” shall mean each of the letters of credit
issued by Wachovia Bank, National Association prior to the Closing Date and
listed on Schedule 1.1(b).

     “Extension of Credit” shall mean, as to any Lender, the making of a Loan by such Lender
or the issuance of, or participation in, a Letter of Credit by such
Lender.

     “Federal Funds Effective
Rate” shall have the meaning set forth in the
definition of “Alternate Base Rate”.

     “Fiscal Year”
shall mean the 52/53-week fiscal period of the Borrower ending on the Sunday
closest to September 30 of each calendar year.

     “Fiscal Year
End” shall mean the last day of the Borrower’s Fiscal
Year.

     “GAAP” shall
mean generally accepted accounting principles in effect in the United States of
America applied on a consistent basis, subject, however, in the case of determination of
compliance with the financial covenants set forth in Section 5.1 to the provisions of
Section 1.3.

     “Governmental Authority” shall mean any nation or government, any state or other political
subdivision thereof and any entity exercising executive, legislative, judicial,
regulatory or administrative functions of or pertaining to
government.

6 




     “Indebtedness”
shall mean all obligations for borrowed money or the deferred purchase price of
property or services, obligations in connection with letters of credit,
capitalized lease obligations determined in accordance with Statement No. 13 of
the Financial Accounting Standards Board as in effect as of the date of this
Agreement, and guarantees of the foregoing, but shall exclude any such
obligations or guarantees of an Unrestricted Subsidiary or any such obligations
or guarantees of or by the Borrower to an Unrestricted Subsidiary unless such
obligations of or by the Borrower to an Unrestricted Subsidiary are deemed to be
material with regard to financial reporting in accordance with
GAAP.

     “Insolvency”
shall mean, with respect to any Multiemployer Plan, the condition that such Plan
is insolvent within the meaning of such term as used in Section 4245 of
ERISA.

     “Insolvent” shall mean being in a condition of
Insolvency.

     “Interest Payment Date” shall mean (a) as to any Alternate Base Rate Loan or any LIBOR
Market Index Rate Loan, the last day of each March, June, September and December
and on the applicable Termination Date, (b) as to any LIBOR Rate Loan having an
Interest Period of three months or less, the last day of such Interest Period,
and (c) as to any LIBOR Rate Loan having an Interest Period longer than three
months, the day which is three months after the first day of such Interest
Period and the last day of such Interest Period.

     “Interest
Period” shall mean, with respect to any LIBOR Rate
Loan,

     (i) initially, the
period commencing on the Borrowing Date or conversion date, as the case may be,
with respect to such LIBOR Rate Loan and ending one, two, three or six months
thereafter, as selected by the Borrower in the Notice of Borrowing or Notice of
Conversion given with respect thereto; and

     (ii) thereafter, each
period commencing on the last day of the immediately preceding Interest Period
applicable to such LIBOR Rate Loan and ending one, two, three or six months
thereafter, as selected by the Borrower by irrevocable notice to the
Administrative Agent not less than three Business Days prior to the last day of
the then current Interest Period with respect thereto;

     provided that the
foregoing provisions are subject to the following:

     (A) if any Interest
Period pertaining to a LIBOR Rate Loan would otherwise end on a day that is not
a Business Day, such Interest Period shall be extended to the next succeeding
Business Day unless the result of such extension would be to carry such Interest
Period into another calendar month in which event such Interest Period shall end
on the immediately preceding Business Day;

     (B) any Interest Period
pertaining to a LIBOR Rate Loan that begins on the last Business Day of a
calendar month (or on a day for which there is no numerically corresponding day
in the calendar month at the end of such Interest Period) shall end on the last
Business Day of the relevant calendar month;

7 




     (C) if the Borrower shall fail to give
notice as provided above, the Borrower shall be deemed to have selected a LIBOR
Market Index Rate Loan to replace the affected LIBOR Rate
Loan;

     (D) no Interest Period shall extend beyond the
Termination Date; and

     (E) no more than six (6)
LIBOR Rate Loans may be in effect at any time. For purposes hereof, LIBOR Rate
Loans with different Interest Periods shall be considered as separate LIBOR Rate
Loans, even if they shall begin on the same date and have the same duration,
although borrowings, extensions and conversions may, in accordance with the
provisions hereof, be combined at the end of existing Interest Periods to
constitute a new LIBOR Rate Loan with a single Interest
Period.

     “Issuing Lender” shall mean (i) Wachovia Bank, National Association or (ii) such
other Lender reasonably acceptable to the Administrative Agent selected by the
Borrower from time to time to issue a Letter of Credit.

     “Issuing Lender Fees” shall have
the meaning set forth in Section 2.4(c).

     “Letters of Credit” shall mean the Existing Letters of Credit and any letter of credit
issued by an Issuing Lender pursuant to the terms hereof, as such Letters of
Credit may be amended, modified, extended, renewed or replaced from time to
time.

     “LIBOR” shall
mean, for any LIBOR Rate Loan for any Interest Period therefor, the rate per
annum (rounded upwards, if necessary, to the nearest 1/100 of 1%) appearing on
Dow Jones Telerate Page 3750 (or any successor page) as the London interbank
offered rate for deposits in Dollars at approximately 11:00 a.m. (London time)
two Business Days prior to the first day of such Interest Period for a term
comparable to such Interest Period. If for any reason such rate is not
available, the term “LIBOR” shall mean, for any LIBOR Rate Loan for any Interest
Period therefor, the rate per annum (rounded upwards, if necessary, to the
nearest 1/100 of 1%) appearing on Reuters Screen LIBO Page as the London
interbank offered rate for deposits in Dollars at approximately 11:00 a.m.
(London time) two Business Days prior to the first day of such Interest Period
for a term comparable to such Interest Period; provided, however, if more than one rate is
specified on Reuters Screen LIBO Page, the applicable rate shall be the
arithmetic mean of all such rates (rounded upwards, if necessary, to the nearest
1/100 of 1%). If, for any reason, neither of such rates is available, then
“LIBOR” shall mean the rate per annum at which, as determined by the
Administrative Agent, Dollars in an amount comparable to such LIBOR Rate Loan
are being offered to leading banks at approximately 11:00 a.m. London time, two
(2) Business Days prior to the commencement of the applicable Interest Period
for settlement in immediately available funds by leading banks in the London
interbank market for a period equal to the Interest Period
selected.

     “LIBOR Lending Office” shall mean,
initially, the office of each Lender designated as such Lender’s LIBOR Lending
Office shown on Schedule 9.2; and thereafter, such other office of such Lender as such Lender may
from time to time specify to the Administrative Agent and the Borrower as the office of such Lender at which the LIBOR
Rate Loans of such Lender are to be made. 

8 




     “LIBOR Market Index
Rate” shall mean, for any day, the rate per
annum (rounded upwards, if necessary, to the nearest 1/100 of 1%) equal to the
London interbank offered rate for one (1) month Dollar deposits as reported on
Dow Jones Telerate page 3750 (or any successor page) at approximately 11:00 a.m.
(London time), on such day, or if such day is not a Business Day, then the
immediately preceding Business Day. If for any reason such rate is not
available, the term “LIBOR Market Index Rate” shall mean, for any LIBOR Market
Index Rate Loan, the rate per annum (rounded upwards, if necessary, to the
nearest 1/100 of 1%) appearing on Reuters Screen LIBO Page as the London
interbank offered rate for deposits in Dollars at approximately 11:00 a.m.
(London time) on such day, or if such day is not a Business Day, then the
immediately preceding Business Day, for one (1) month Dollar deposits;
provided,
however, if
more than one rate is specified on Reuters Screen LIBO Page, the applicable rate
shall be the arithmetic mean of all such rates (rounded upwards, if necessary,
to the nearest 1/100 of 1%). If, for any reason, neither of such rates is
available, then “LIBOR Market Index Rate” shall mean the rate per annum at
which, as determined by the Administrative Agent, Dollars in an amount
comparable to such LIBOR Market Index Rate Loan are being offered to leading
banks at approximately 11:00 a.m. London time, on such day, or if such day is
not a Business Day, then the immediately preceding Business Day, for settlement
in immediately available funds by leading banks in the London interbank market
for one (1) month Dollar deposits. 

     “LIBOR Market Index Rate
Loan” shall mean Loans the rate of interest
applicable to which is based on the LIBOR Market Index Rate. 

     “LIBOR Rate” shall mean a rate per annum (rounded upwards, if necessary, to the next
higher 1/100th of 1%) determined by the Administrative Agent pursuant to the
following formula: 


	LIBOR Rate
      =  	LIBOR  
	  	1.00
      - Eurodollar Reserve
      Percentage  




     “LIBOR Rate Loan” shall mean Loans the rate of interest applicable to which is
based on the LIBOR Rate. 

     “Lien” shall mean any mortgage, pledge, hypothecation, assignment,
encumbrance, lien (statutory or other), charge or other security interest or any
preference, priority or other security agreement or preferential arrangement of
any kind or nature whatsoever (including, without limitation, any conditional
sale or other title retention agreement and any Capital Lease having
substantially the same economic effect as any of the foregoing). 

     “Loan” or “Loans” shall mean a Revolving Loan, a Swingline Loan and/or the Term Loan, as
appropriate. 

     “LOC Commitment” shall mean the commitment of the Issuing Lender(s) to issue
Letters of Credit and with respect to each Lender, the commitment of such Lender
to purchase participation interests in the Letters of Credit up to such Lender’s
LOC Committed Amount as specified in
Schedule 2.1(a), as such amount may be reduced
from time to time in accordance with the provisions hereof.

9 




     “LOC Commitment Percentage” shall mean, for each Lender, the percentage identified as its LOC
Commitment Percentage on Schedule
2.1(a), as such percentage may be modified in
accordance with Section 2.22 or in connection with any assignment made in accordance with the
provisions of Section 9.6(b).

     “LOC Committed Amount” shall mean, collectively, the aggregate amount of all of the LOC
Commitments of the Lenders to issue and participate in Letters of Credit as
referenced in Section 2.2 and, individually, the amount of each Lender’s LOC Commitment as
specified in Schedule 2.1(a).

     “LOC Documents” shall mean, with respect to any Letter of Credit, such Letter of
Credit, any amendments thereto, any documents delivered in connection therewith,
any application therefor, and any agreements, instruments, guarantees or other
documents (whether general in application or applicable only to such Letter of
Credit) governing or providing for (i) the rights and obligations of the parties
concerned or (ii) any collateral security for such
obligations.

     “LOC Obligations” shall mean, at any time, the sum of (i) the maximum amount which
is, or at any time thereafter may become, available to be drawn under Letters of
Credit then outstanding, assuming compliance with all requirements for drawings
referred to in such Letters of Credit plus (ii) the aggregate amount of all
drawings under Letters of Credit honored by the Issuing Lender(s) but not
theretofore reimbursed.

     “Mandatory
Borrowing” shall have the meaning set forth in Section 2.2(e).

     “Mandatory
Swingline Borrowing” shall have the meaning set forth in Section 2.3(b)(ii).

     “Multiemployer Plan” shall mean a Plan which is a multiemployer plan as defined in
Section 4001(a)(3) of ERISA.

     “Note” or “Notes” shall mean the Revolving Notes,
the Swingline Note and/or the Term Notes, collectively, separately or
individually, as appropriate.

     “Notice of Borrowing” shall mean the
written notice of a Revolving Loan borrowing as referenced and defined in
Section 2.1(b)(i) or a Swingline
Loan borrowing as referenced and defined in Section
2.3(b).

     “Notice of Conversion” shall mean the
written notice of extension or conversion as referenced and defined in
Section 2.10.

     “Obligations” shall mean, without
duplication, all of the obligations of the Borrower to the Lenders (including
the Issuing Lenders) and the Administrative Agent, whenever arising, under this
Agreement, the Notes or any of the other Credit Documents (including, but not
limited to, any interest accruing after the occurrence of a filing of a petition
of bankruptcy under the Bankruptcy Code with respect to any Borrower, regardless
of whether such interest is an allowed claim under the Bankruptcy
Code).

10 




     “Participation Interest” shall mean the
purchase by a Lender of a participation interest in Letters of Credit as
provided in Section 2.2 and Swingline Loans as provided in Section
2.3.

     “PBGC” shall mean the Pension Benefit
Guaranty Corporation established pursuant to Subtitle A of Title IV of
ERISA.

     “Person” shall mean an individual,
partnership, corporation, limited liability company, business trust, joint stock
company, trust, unincorporated association, joint venture, Governmental
Authority or other entity of whatever nature.

     “Plan” shall mean, at any particular time,
any employee benefit plan which is covered by Title IV of ERISA and in respect
of which the Borrower or a Commonly Controlled Entity is (or, if such plan were
terminated at such time, would under Section 4069 of ERISA be deemed to be) an
“employer” as defined in Section 3(5) of ERISA.

     “Prime
Rate” shall have the meaning set forth in the definition of Alternate
Base Rate.

     “Property or Equipment” shall mean any interest in any kind of property, equipment, or
asset, whether real, personal, or mixed, or tangible or
intangible.

     “Purchasing
Lenders” shall have the meaning set forth in Section 9.6(b).

     “Real Estate Subsidiary” shall mean any
Restricted Subsidiary that owns or leases, or is formed for the purpose of
owning or leasing, interests in real property upon which a Harris Teeter store
is, or is intended to be, located.

     “Register” shall have the meaning set forth in Section 9.6(c).

     “Reorganization” shall mean, with respect
to any Multiemployer Plan, the condition that such Plan is in reorganization
within the meaning of such term as used in Section 4241 of
ERISA.

     “Reportable Event” shall mean any of the
events set forth in Section 4043(c) of ERISA, other than those events as to
which the thirty-day notice period is waived under PBGC Reg.
§4043.

     “Required Lenders” shall mean Lenders
holding in the aggregate more than 50.0% of the sum of (a) all Revolving Loans
and LOC Obligations then outstanding at such time plus the aggregate unused Revolving
Commitments at such time (treating for purposes hereof in the case of LOC
Obligations, in the case of any Issuing Lender, only the portion of the LOC
Obligations of such Issuing Lender which is not subject to the Participation
Interests of the other Lenders and, in the case of the Lenders other than such
Issuing Lender, the Participation Interests of such Lenders in LOC Obligations
hereunder) and (b) the principal amount of the Term Loan then outstanding at
such time; provided,
however, that if any Lender shall be a Defaulting Lender at such time, then
there shall be excluded from the determination of Required Lenders, Obligations
owing to such Defaulting Lender and such Defaulting Lender’s Commitments, or
after termination of the Commitments, the principal balance of the Obligations
owing to such Defaulting Lender;
provided, further,
if at any time there are four or more Lenders, to constitute “Required Lenders”
there must be at least three Lenders.

11 




     “Requirement of Law” shall mean, as to any Person, the Certificate of Incorporation and
By-laws or other organizational or governing documents of such Person, and each
law, treaty, rule or regulation or determination of an arbitrator or a court or
other Governmental Authority, in each case applicable to or binding upon such
Person or any of its property or to which such Person or any of its property is
subject.

     “Restricted Payment” shall mean the declaration or payment of any dividend (other than
dividends payable solely in common stock of the Borrower) on, or the making of
any payment or distribution on account of, or setting apart assets for a sinking
or other analogous fund for, the purchase, redemption, defeasance, retirement or
other acquisition of any class of capital stock of the Borrower or any
Restricted Subsidiary or any warrants or options to purchase any such capital
stock, whether now or hereafter outstanding, or the making of any other
distribution in respect thereof, either directly or indirectly, whether in cash
or property, obligations of the Borrower or any Restricted Subsidiary or
otherwise.

     “Restricted Subsidiary” shall mean any
Subsidiary that is not an Unrestricted Subsidiary.

     “Revolving Commitment” shall mean, with
respect to each Revolving Lender, the commitment of such Revolving Lender to
make Revolving Loans in an aggregate principal amount at any time outstanding up
to such Revolving Lender’s Revolving Commitment Percentage of the Revolving
Committed Amount as specified in Schedule
2.1(a), as such amount may be increased or reduced
from time to time in accordance with the provisions hereof or in connection with
any assignment made in accordance with the provisions of Section 9.6(b).

     “Revolving Commitment Percentage” shall
mean, for each Revolving Lender, the percentage identified as its Revolving
Commitment Percentage on Schedule
2.1(a), as such percentage may be increased or
reduced pursuant to Section 2.5(a) or 2.22 or in
connection with any assignment made in accordance with the provisions of
Section 9.6(b).

     “Revolving Committed Amount” shall mean,
with respect to the Revolving Lenders collectively, the aggregate amount of all
Revolving Commitments as defined in Section
2.1(a), as such amount may be increased or reduced
from time to time in accordance with the provisions hereof, and, with respect to
each Revolving Lender, the amount of such Revolving Lender’s Revolving
Commitment as specified on Schedule
2.1(a), as such amount may be increased or reduced
from time to time in accordance with the provisions hereof or in connection with
any assignment made in accordance with the provisions of Section 9.6(b).

     “Revolving
Lender” shall mean shall mean a Lender holding a Revolving
Commitment.

     “Revolving Loan” and “Revolving Loans” shall have the meanings set forth in Section 2.1(a).

     “Revolving Note” or “Revolving Notes” shall mean the
promissory notes of the Borrower in favor of each of the Lenders evidencing the
Revolving Loans provided pursuant to Section 2.1(b)(iv), individually or
collectively, as appropriate, as such promissory notes may be amended, modified,
supplemented, extended, renewed or replaced from time to time.

12 




     “Sanctioned Country” shall mean a country
subject to a sanctions program identified on the list maintained by OFAC and
available at http://www.treas.gov/offices/eotffc/ofac/sanctions/index.html,
or as otherwise published from time to time.

     “Sanctioned Person” shall mean (i) a
Person named on the list of “Specially Designated Nationals and Blocked Persons”
maintained by OFAC available at http://www.treas.gov/offices/eotffc/ofac/sdn/index.html,
or as otherwise published from time to time, or (ii) (A) an
agency of the government of a Sanctioned Country, (B) an organization controlled
by a Sanctioned Country, or (C) a person resident in a Sanctioned Country, to
the extent subject to a sanctions program administered by
OFAC.

     “SEC” shall mean the
Securities and Exchange Commission or any successor thereto.

     “Single Employer Plan” shall
mean any Plan which is not a Multiemployer Plan.

     “Standby Letter of Credit
Fee” shall have the meaning set forth in Section
2.4(b).

     “Subsidiary” shall mean, as to any Person,
a corporation, partnership, limited liability company or other entity of which
shares of stock or other ownership interests having ordinary voting power (other
than stock or such other ownership interests having such power only by reason of
the happening of a contingency) to elect a majority of the board of directors or
other managers of such corporation, partnership or other entity are at the time
owned, directly or indirectly, or both, by such Person. Unless otherwise
qualified, all references to a “Subsidiary” or to “Subsidiaries” in this
Agreement shall refer to a Subsidiary or Subsidiaries of the
Borrower.

     “Swingline Commitment” shall mean the
commitment of the Swingline Lender to make Swingline Loans in an aggregate
principal amount at any time outstanding up to the Swingline Committed Amount,
and the commitment of the Revolving Lenders to purchase participation interests
in the Swingline Loans as provided in Section
2.3(b)(ii), as such amounts may be reduced from time
to time in accordance with the provisions hereof.

     “Swingline Committed Amount” shall mean
the amount of the Swingline Lender’s Swingline Commitment as specified in
Section 2.3(a).

     “Swingline Lender” shall mean
Wachovia and any successor swingline lender.

     “Swingline Loan” and “Swingline Loans” shall have the meanings
set forth in Section
2.3(a).

     “Swingline Note” shall mean the promissory
note of the Borrower in favor of the Swingline Lender evidencing the Swingline
Loans provided pursuant to Section
2.3(d), as such promissory note may be amended,
modified, supplemented, extended, renewed or replaced from time to
time.

13 




     “Taxes” shall have the meaning set
forth in Section 2.17.

     “Term
Loan” shall have the meaning set forth in Section
2.1(c).

     “Term Loan Commitment” shall mean, with respect to each Term Loan Lender, the commitment
of each such Lender to make its portion of the Term Loan in a principal amount
equal to such Lender’s Term Loan Commitment Percentage of the Term Loan
Committed Amount.

     “Term Loan Commitment
Percentage” shall mean, for any Term Loan Lender,
the percentage identified as its Term Loan Commitment Percentage on
Schedule 2.1(a), as such
percentage may be modified in connection with any assignment made in accordance
with the provisions of Section 9.6.

     “Term Loan Committed
Amount” shall have the meaning set forth in Section 2.1(c).

     “Term Loan
Lender” shall mean a Lender holding a Term Loan
Commitment.

     “Term Loan Maturity
Date” shall mean the fifth (5th) anniversary of the Closing
Date.

     “Term Note” or
“Term Notes” has the
meaning set forth in Section 2.1(c)(ii)
of this Agreement.

     “Termination Date” shall mean December 20, 2012, as such date may be extended pursuant
to Section 2.23.

     “Trade Letter of
Credit Fee” shall have the meaning set forth in Section 2.4(b).

     “Tranche”
shall mean the collective reference to LIBOR Rate Loans whose Interest Periods
begin and end on the same day. A Tranche may sometimes be referred to as a
“LIBOR Tranche”.

     “Transfer Effective Date” shall have the meaning set forth in each Commitment Transfer
Supplement.

     “2.17
Certificate” shall have the meaning set forth in Section 2.17.

     “Type” shall
mean, as to any Loan, its nature as an Alternate Base Rate Loan, LIBOR Rate Loan
or LIBOR Market Index Rate Loan, as the case may be.

     “Unrestricted Subsidiary” shall mean (i) any Subsidiary existing, created or acquired by the
Borrower or its Restricted Subsidiaries which is incorporated outside the United
States or substantially all of the business of which is carried on outside the
United States, and (ii) any other Subsidiary permitted to be characterized as an
Unrestricted Subsidiary pursuant to this Agreement.

14 




     Section 1.2
Other Definitional Provisions.

     (a)
Unless otherwise specified therein, all capitalized terms
defined in this Agreement shall have the defined meanings when used in the Notes
or other Credit Documents or any certificate or other document made or delivered
pursuant hereto.

     (b) The words “hereof”, “herein” and
“hereunder” and words of similar import when used in this Agreement shall refer
to this Agreement as a whole and not to any particular provision of this
Agreement, and Section, subsection, Schedule and Exhibit references are to this
Agreement unless otherwise specified.

     (c) The meanings given to terms defined
herein shall be equally applicable to both the singular and plural forms of such
terms.

     Section 1.3 Accounting Terms.

     Unless otherwise specified herein, all accounting terms used herein
shall be interpreted, all accounting determinations hereunder shall be made, and
all financial statements required to be delivered hereunder shall be prepared in
accordance with GAAP applied on a basis consistent with the most recent audited
consolidated financial statements of the Borrower delivered to the
Lenders; provided that,
if the Borrower notifies the Administrative Agent that it wishes to amend any
financial covenant in Section 5.1 or any covenant in Section 6.1
to eliminate the effect of any change in GAAP on the operation
of such covenant (or if the Administrative Agent notifies the Borrower that the
Required Lenders wish to amend Section 5.1
or 6.1 for such purpose), then the Borrower’ compliance with such covenant
shall be determined on the basis of GAAP in effect immediately before the
relevant change in GAAP became effective, until either such notice is withdrawn
or such covenant is amended in a manner satisfactory to the Borrower and the
Required Lenders. The Borrower and the Required Lenders shall negotiate in good
faith to amend such financial covenants in Section
5.1 or covenants in Section 6.1 to eliminate the effect of
such changes in GAAP on the operation of such covenants.

The
Borrower shall deliver to the Administrative Agent and each Lender at the same
time as the delivery of any annual or quarterly financial statements given in
accordance with the provisions of Section 5.1,
unless disclosed in such financial statements, (i) a description in reasonable
detail of any change in the application of accounting principles employed in the
preparation of such financial statements from those applied in the most recently
preceding quarterly or annual financial statements as to which no objection
shall have been made in accordance with the provisions above but which change in
application of accounting principles would have a material effect on the
financial position of the Borrower and (ii) if material, a reasonable estimate
of the effect on the financial statements on account of such changes in
application.

     Section 1.4 Restructuring of
A&E.

     In the event that the Borrower implements a change in the owners,
ownership structure or debt structure of A&E, upon written notice to the
Administrative Agent, the Borrower may characterize A&E as an Unrestricted
Subsidiary and thereafter exclude such entity from the financial covenant
calculations arising hereunder.

15 




ARTICLE
II

THE LOANS; AMOUNT AND
TERMS

     Section 2.1 The Credit
Facilities.

     (a) Revolving
Commitment. During the Commitment Period, subject to the terms and
conditions hereof, each Revolving Lender severally agrees to make revolving
credit loans (collectively, “Revolving Loans” and
each a “Revolving Loan”) to the Borrower from
time to time for the purposes hereinafter set forth; provided, however, that (i)
with regard to each Revolving Lender individually, the sum of such Revolving
Lender’s outstanding Revolving Loans plus such
Revolving Lender’s LOC Commitment Percentage of LOC Obligations such shall not
exceed such Revolving Lender’s Revolving Commitment Percentage of the Revolving
Committed Amount and (ii) with regard to the Revolving Lenders collectively, the
sum of the aggregate amount of outstanding Revolving Loans plus LOC Obligations plus
Swingline Loans shall not exceed the Revolving Committed Amount. For purposes
hereof, the aggregate principal amount of Revolving Loans plus LOC Obligations
plus the Swingline Loans that may be outstanding at any time under this Section 2.1 shall not exceed THREE
HUNDRED FIFTY MILLION DOLLARS ($350,000,000) (as such aggregate
maximum amount may be increased or reduced from time to time as provided in
Section 2.5 or 2.22, the “Revolving Committed
Amount”). Revolving Loans may consist of Alternate Base Rate Loans,
LIBOR Rate Loans or LIBOR Market Index Rate Loans, or a combination thereof, as
the Borrower may request, and may be repaid and reborrowed in accordance with
the provisions hereof. LIBOR Rate Loans shall be made by each Lender at its
LIBOR Lending Office and Alternate Base Rate Loans and LIBOR Market Index Rate
Loans at its Domestic Lending Office.

     (b)
Revolving Loan Borrowings.

     (i) Notice of Borrowing. The Borrower shall request a Revolving Loan borrowing by written
notice (or telephone notice promptly confirmed in writing which confirmation may
be by fax) to the Administrative Agent not later than 1:00 p.m. (Charlotte,
North Carolina time) on the date of requested borrowing in the case of Alternate
Base Rate Loans and LIBOR Market Index Rate Loans, and on the third Business Day
prior to the date of the requested borrowing in the case of LIBOR Rate Loans.
Each such request for borrowing shall be irrevocable and shall specify (A) that
a Revolving Loan is requested, (B) the date of the requested borrowing (which
shall be a Business Day), (C) the aggregate principal amount to be borrowed, (D)
whether the borrowing shall be comprised of Alternate Base Rate Loans, LIBOR
Rate Loans or LIBOR Market Index Rate Loans or a combination thereof, and if
LIBOR Rate Loans are requested, the Interest Period(s) therefor. A form of
Notice of Borrowing (a “Notice of
Borrowing”) is attached as Schedule 2.1(b)(i). If the Borrower shall
fail to specify in any such Notice of Borrowing (I) an applicable Interest
Period in the case of a LIBOR Rate
Loan, then such notice shall be deemed to be a request for an Interest Period of
one month, or (II) the type of Revolving Loan requested, then such notice shall
be deemed to be a request for a LIBOR Market Index Rate Loan hereunder. The
Administrative Agent shall give notice to each Lender promptly upon receipt of
each Notice of Borrowing, the contents thereof and each such Lender’s share
thereof. LIBOR Rate Loans shall not be available hereunder until three (3)
Business Days after the Closing Date.

16 




     (ii) Advances. Each Revolving Lender will make
its Revolving Commitment Percentage of each Revolving Loan borrowing available
to the Administrative Agent for the account of the Borrower at the office of the
Administrative Agent specified in Schedule
9.2, or at such other office as the Administrative
Agent may designate in writing, by 2:00 p.m. (Charlotte, North Carolina time) on
the date specified in the applicable Notice of Borrowing in Dollars and in funds
immediately available to the Administrative Agent. Such borrowing will then be
made available to the Borrower by the Administrative Agent by crediting the
account of the Borrower on the books of such office with the aggregate of the
amounts made available to the Administrative Agent by the Lenders and in like
funds as received by the Administrative Agent.

     (iii) Repayment. The principal amount of all Revolving
Loans shall be due and payable in full on the Termination
Date.

     (iv) Revolving Notes. Each Revolving Lender’s Revolving Commitment Percentage of the
Revolving Loans shall be evidenced by a duly executed promissory note of the
Borrower to such Revolving Lender in substantially the form of Schedule 2.1(b)(iv).

     (c) Term Loan Commitment. Subject to the
terms and conditions hereof and in reliance upon the representations and
warranties set forth herein, each Term Loan Lender severally agrees to make
available to the Borrower on the Closing Date such Lender’s Term Loan Commitment
Percentage of a term loan in Dollars (“Term
Loan”) in the aggregate principal amount of
ONE HUNDRED MILLION DOLLARS ($100,000,000) (the “Term Loan Committed
Amount”) for the purposes hereinafter set forth. The
Term Loan may consist of Alternate Base Rate Loans, LIBOR Rate Loans or LIBOR
Market Index Rate Loans, or a combination thereof, as the Borrower may request.
LIBOR Rate Loans shall be made by each Lender at its LIBOR Lending Office and
Alternate Base Rate Loans and LIBOR Market Index Rate Loans at its Domestic
Lending Office. Amounts repaid on the Term Loan may not be
reborrowed.

     (i) Repayment. The principal amount of the
Term Loan shall be due and payable in full on the Term Loan Maturity
Date.

     (ii) Term Notes. Each Term Lender’s Term Loan Committed Amount of the Term Loan
shall be evidenced by a duly executed promissory note of the Borrower to such
Lender in substantially the form of Schedule
2.1(c)(ii).

17 




     Section 2.2
Letter of Credit Subfacility.

     (a) Issuance. In reliance upon the other
Lenders’ obligation to participate therein, and subject to the terms and
conditions hereof and of the LOC Documents, if any, and any other terms and
conditions which the applicable Issuing Lender may reasonably require, during
the Commitment Period the applicable Issuing Lender shall issue, and the Lenders
shall participate in, Letters of Credit for the account of the Borrower from
time to time upon request in a form acceptable to the applicable Issuing
Lender; provided,
however, that (i) the aggregate
amount of LOC Obligations shall not at any time exceed the lesser of (A)
ONE HUNDRED MILLION DOLLARS ($100,000,000) and (B) the Revolving Committed Amount (the “LOC Committed Amount”), (ii) the sum of the aggregate
outstanding principal amount of Revolving Loans plus the outstanding Swingline
Loans plus LOC
Obligations shall not at any time exceed the Revolving Committed Amount, (iii)
all Letters of Credit shall be denominated in Dollars and (iv) Letters of Credit
shall be issued for lawful corporate purposes and may be issued as standby
letters of credit, including, without limitation, in connection with workers’
compensation and other insurance programs, and trade letters of credit. Except
as otherwise expressly agreed upon by the applicable Issuing Lender and the
Administrative Agent, no Letter of Credit shall have an original expiry date
beyond the Termination Date; provided, however, the
expiry date of Letters of Credit may be extended from time to time by operation
of the terms of the applicable Letter of Credit, and so long as no Default or
Event of Default has occurred and is continuing and subject to the other terms
and conditions to the issuance of Letters of Credit hereunder, the expiry dates
of Letters of Credit may be extended periodically from time to time on the
request of the Borrower; provided, further,
that no Letter of Credit, as originally issued or as extended, shall have an
expiry date extending beyond the Termination Date unless the Borrower shall have
established a cash collateral account in favor of the Agent for the benefit of
the Lenders and deposited therein cash and cash equivalents satisfactory to the
Administrative Agent in a sufficient amount to adequately secure the LOC
Obligations which extend beyond the Termination Date. Each Letter of Credit
shall comply with the related LOC Documents. The issuance and expiry date of
each Letter of Credit shall be a Business Day. Any Letters of Credit issued
hereunder shall be in a minimum original face amount of
$50,000.

     (b) Notice and Reports. The request for the
issuance of a Letter of Credit shall be submitted to the applicable Issuing
Lender at least five (5) Business Days prior to the requested date of issuance.
Each Issuing Lender will promptly upon request provide to the Administrative
Agent for dissemination to the Lenders a detailed report specifying the Letters
of Credit issued by such Issuing Lender which are then issued and outstanding
and any activity with respect thereto which may have occurred since the date of
any prior report, and including therein, among other things, the account party,
the beneficiary, the face amount, expiry date as well as any payments or
expirations which may have occurred. Each Issuing Lender will further provide to
the Administrative Agent promptly upon request copies of the Letters of Credit
issued by such Issuing Lender. Each Issuing Lender will provide to the
Administrative Agent promptly upon request a summary report of the nature and
extent of LOC Obligations of such Issuing Lender then
outstanding.

18 




     (c) Participations. Each Lender upon issuance
of a Letter of Credit shall be deemed to have purchased without recourse a risk
participation from the applicable Issuing Lender in such Letter of Credit and
the obligations arising thereunder and any collateral relating thereto, in each
case in an amount equal to its LOC Commitment Percentage of the obligations
under such Letter of Credit and shall absolutely, unconditionally and
irrevocably assume, as primary obligor and not as surety, and be obligated to
pay to the applicable Issuing Lender therefor and discharge when due, its LOC
Commitment Percentage of the obligations arising under such Letter of Credit.
Without limiting the scope and nature of each Lender’s participation in any
Letter of Credit, to the extent that an Issuing Lender has not been reimbursed
as required hereunder or under any LOC Document, each such Lender shall pay to
such Issuing Lender its LOC Commitment Percentage of such unreimbursed drawing
in same day funds on the day of notification by such Issuing Lender of an
unreimbursed drawing pursuant to the provisions of subsection (d) below if such
notice is received at or before 2:00 p.m. (Charlotte, North Carolina time),
otherwise such payment shall be made at or before 12:00 noon (Charlotte, North
Carolina time) on the Business Day next succeeding the day such notice is
received. The obligation of each Lender to so reimburse the applicable Issuing
Lender shall be absolute and unconditional and shall not be affected by the
occurrence of a Default, an Event of Default or any other occurrence or event.
Any such reimbursement shall not relieve or otherwise impair the obligation of
the Borrower to reimburse the applicable Issuing Lender under any Letter of
Credit, together with interest as hereinafter provided.

     (d) Reimbursement. In the event of any
drawing under any Letter of Credit, the applicable Issuing Lender will promptly
notify the Borrower and the Administrative Agent. The Borrower shall reimburse
the applicable Issuing Lender on the day of drawing under any Letter of Credit
(with the proceeds of a Revolving Loan obtained hereunder or otherwise) in same
day funds as provided herein or in the LOC Documents. If the Borrower shall fail
to reimburse the applicable Issuing Lender as provided herein, the unreimbursed
amount of such drawing shall bear interest at a per annum rate equal to the
LIBOR Market Index Rate plus the Applicable Percentage. Unless the Borrower
shall immediately notify the applicable Issuing Lender and the Administrative
Agent of its intent to otherwise reimburse the applicable Issuing Lender, the
Borrower shall be deemed to have requested a Revolving Loan in the amount of the
drawing as provided in subsection (e) below, the proceeds of which will be used
to satisfy the reimbursement obligations. The Borrower’s reimbursement
obligations hereunder shall be absolute and unconditional under all
circumstances irrespective of any rights of set-off, counterclaim or defense to
payment the Borrower may claim or have against the applicable Issuing Lender,
the Administrative Agent, the Lenders, the beneficiary of the Letter of Credit
drawn upon or any other Person, including without limitation any defense based
on any failure of the Borrower to receive consideration or the legality,
validity, regularity or unenforceability of the Letter of Credit. The applicable
Issuing Lender will promptly notify the other Lenders of the amount of any
unreimbursed drawing and each Lender shall promptly pay to the Administrative
Agent for the account of the applicable Issuing Lender in Dollars and in
immediately available funds, the amount of such Lender’s LOC Commitment
Percentage of such unreimbursed drawing. Such payment shall be made on the day
such notice is received by such Lender from the applicable Issuing Lender if
such notice is received at or before 2:00 p.m. (Charlotte, North Carolina time),
otherwise such payment shall be made at or before 12:00 noon (Charlotte, North
Carolina time) on the Business Day next succeeding the day such notice is
received.

19 




If
such Lender does not pay such amount to the applicable Issuing Lender in full
upon such request, such Lender shall, on demand, pay to the Administrative Agent
for the account of the applicable Issuing Lender interest on the unpaid amount
during the period from the date of such drawing until such Lender pays such
amount to the applicable Issuing Lender in full at a rate per annum equal to, if
paid within two (2) Business Days of the date of drawing, the Federal Funds
Effective Rate and thereafter at a rate equal to the Alternate Base Rate. Each
Lender’s obligation to make such payment to the applicable Issuing Lender, and
the right of the applicable Issuing Lender to receive the same, shall be
absolute and unconditional, shall not be affected by any circumstance whatsoever
and without regard to the termination of this Agreement or the Commitments
hereunder, the existence of a Default or Event of Default or the acceleration of
the Obligations hereunder and shall be made without any offset, abatement,
withholding or reduction whatsoever. 

     (e) Repayment with Revolving Loans. On any day on which
the Borrower shall have requested, or been deemed to have requested a Revolving
Loan to reimburse a drawing under a Letter of Credit, the Administrative Agent
shall give notice to the Revolving Lenders that a Revolving Loan has been
requested or deemed requested in connection with a drawing under a Letter of
Credit, in which case a Revolving Loan borrowing comprised entirely of LIBOR
Market Index Rate Loans (each such borrowing, a “Mandatory Borrowing”)
shall be immediately made (without giving effect to any termination of the
Commitments pursuant to Section 7.2) pro rata based on each
Revolving Lender’s respective Revolving Commitment Percentage (determined before
giving effect to any termination of the Commitments pursuant to Section
7.2) and the proceeds thereof shall be paid directly to the applicable
Issuing Lender for application to the respective LOC Obligations. Each Revolving
Lender hereby irrevocably agrees to make such Revolving Loans immediately upon
any such request or deemed request on account of each Mandatory Borrowing in the
amount and in the manner specified in the preceding sentence and on the same
such date notwithstanding (i) the amount of Mandatory Borrowing may not
comply with the minimum amount for borrowings of Revolving Loans otherwise
required hereunder, (ii) whether any conditions specified in Section 4.2
are then satisfied, (iii) whether a Default or an Event of Default then exists,
(iv) failure for any such request or deemed request for Revolving Loans to be
made by the time otherwise required in Section 2.1(b), (v) the date of
such Mandatory Borrowing, or (vi) any reduction in the Revolving Committed
Amount after any such Letter of Credit may have been drawn upon. In the event
that any Mandatory Borrowing cannot for any reason be made on the date otherwise
required above (including, without limitation, as a result of the commencement
of a proceeding under the Bankruptcy Code with respect to the Borrower), then
each such Revolving Lender hereby agrees that it shall forthwith fund (as of the
date the Mandatory Borrowing would otherwise have occurred, but adjusted for any
payments received from the Borrower on or after such date and prior to such
purchase) its Participation Interests in the outstanding LOC Obligations;
provided, further, that in the event any Revolving Lender shall
fail to fund its Participation Interest on the day the Mandatory Borrowing would
otherwise have occurred, then the amount of such Revolving Lender’s unfunded
Participation Interest therein shall bear interest payable to the applicable
Issuing Lender upon demand, at the rate equal to, if paid within two (2)
Business Days of such date, the Federal Funds Effective Rate, and thereafter at
a rate equal to the Alternate Base Rate.

20 




     (f) Designation of Subsidiaries as
Account Parties. Notwithstanding anything to the contrary set forth in this
Agreement, including without limitation Section 2.2(a), a Letter of
Credit issued hereunder may contain a statement to the effect that such Letter
of Credit is issued for the account of a Subsidiary, provided that
notwithstanding such statement, the Borrower shall be the actual account party
for all purposes of this Agreement for such Letter of Credit and such statement
shall not affect the Borrower’s reimbursement obligations hereunder with respect
to such Letter of Credit.

     (g) Modification, Extension. The
issuance of any supplement, modification, amendment, renewal, or extension to
any Letter of Credit shall, for purposes hereof, be treated in all respects the
same as the issuance of a new Letter of Credit hereunder.

     (h) Uniform Customs and
Practices/International Standby Practices 1998. The applicable Issuing
Lender shall have the Letters of Credit be subject to The Uniform Customs and
Practice for Documentary Credits (the “UCP”) or the International Standby
Practices 1998 (the “ISP98”), in either case as published as of the date
of issue by the International Chamber of Commerce, in which case the UCP or
ISP98, as applicable, may be incorporated therein and deemed in all respects to
be a part thereof.

Section 2.3 Swingline Loan Subfacility.

     (a) Swingline
Commitment. During the Commitment Period, subject to the terms and
conditions hereof, the Swingline Lender, in its individual capacity, agrees to
make certain revolving credit loans to the Borrower (each a “Swingline Loan” and, collectively, the “Swingline Loans”) for the purposes hereinafter set forth;
provided, however,
(i) the aggregate amount of Swingline Loans outstanding at any time shall not
exceed THIRTY-FIVE MILLION DOLLARS ($35,000,000)
(the “Swingline Committed Amount”), and
(ii) the sum of the outstanding Revolving Loans plus outstanding Swingline Loans
plus outstanding LOC obligations shall not exceed the Revolving Committed
Amount. Swingline Loans hereunder may be repaid and reborrowed in accordance
with the provisions hereof.

     (b)
Swingline Loan Borrowings.

     (i) Notice of
Borrowing and Disbursement. The Swingline Lender will make Swingline Loans
available to the Borrower on any Business Day upon delivery of a Notice of
Borrowing by the Borrower to the Administrative Agent not later than 2:00 p.m.
on such Business Day. A form of Notice of Borrowing for Swingline Loans is
attached as Schedule 2.3(b)(i). Swingline Loan
borrowings hereunder shall be made in minimum amounts of $50,000 and in integral
amounts of $10,000 in excess thereof. Notwithstanding the foregoing, if the
Borrower and the Administrative Agent have entered into a “Wachovia Sweep Plus
Loan Service Agreement” and such agreement has not been terminated, then
Swingline Loans shall be made automatically in accordance with the terms of such
agreement.

21





     (ii) Repayment
of Swingline Loans. Each Swingline Loan borrowing shall be due and payable
on the Termination Date. The Swingline Lender may, at any time, in its sole
discretion, by written notice to the Borrower and the Administrative Agent,
demand repayment of its Swingline Loans by way of a Revolving Loans borrowing,
and such repayment demand and Revolving Loans borrowing (unless given earlier)
shall be deemed to have been given and in effect five (5) Business Days from the
date of each Swingline Loan borrowing, and the Borrower shall be deemed to have
requested a Revolving Loans borrowing comprised entirely of Alternative Base
Rate Loans in the amount of such Swingline Loan; provided, however, that, in
the following circumstances, any such demand shall be deemed to have been given
one (1) Business Day prior to each of (a) the Termination Date, (b) the
occurrence of any Event of Default described in Section
7.1(e), (c) upon acceleration of the credit party obligations
hereunder, whether on account of an Event of Default described in Section 7.1(e) or any other Event of Default, and (d) the
exercise of remedies in accordance with the provisions of Section 7.2 hereof (each such Revolving Loans borrowing
made on account of any such deemed request therefor as provided herein being
hereinafter referred to as “Mandatory Swingline
Borrowing”). Each Revolving Lender hereby irrevocably agrees to make
such Revolving Loans promptly upon any such request or deemed request on account
of each Mandatory Swingline Borrowing in the amount and in the manner specified
in the preceding sentence and on the same such date notwithstanding (1) the amount of Mandatory Swingline
Borrowing may not comply with the minimum amount for borrowings of Revolving
Loans otherwise required hereunder, (2) whether any conditions specified in
Section 4.2 are then satisfied, (3) whether a
Default or an Event of Default then exists, (4) failure of any such request or
deemed request for Revolving Loans to be made by the time otherwise required in
Section 2.1(b)(i), (5) the date of such Mandatory
Swingline Borrowing, or (6) any reduction in the Revolving Committed Amount or
termination of the Revolving Commitments immediately prior to such Mandatory
Swingline Borrowing or contemporaneously therewith. In the event that any
Mandatory Swingline Borrowing cannot for any reason be made on the date
otherwise required above (including, without limitation, as a result of the
commencement of a proceeding under the Bankruptcy Code), then each Revolving
Lender hereby agrees that it shall forthwith purchase (as of the date the
Mandatory Swingline Borrowing would otherwise have occurred, but adjusted for
any payments received from the Borrower on or after such date and prior to such
purchase) from the Swingline Lender such participations in the outstanding
Swingline Loans as shall be necessary to cause each such Revolving Lender to
share in such Swingline Loans ratably based upon its respective Revolving
Commitment Percentage (determined before giving effect to any termination of the
Commitments pursuant to Section 7.2); provided that (x) all interest payable on the Swingline
Loans shall be for the account of the Swingline Lender until the date as of
which the respective participation is purchased, and (y) at the time any
purchase of participations pursuant to this sentence is actually made, the
purchasing Revolving Lender shall be required to pay to the Swingline Lender
interest on the principal amount of such participation purchased for each day
from and including the day upon which the Mandatory Swingline Borrowing would
otherwise have occurred to but excluding the date of payment for such
participation, at the rate equal to, if paid within two (2) Business Days of the
date of the Mandatory Swingline Borrowing, the Federal Funds Effective Rate, and
thereafter at a rate equal to the Alternative Base Rate.

22





     (c) Interest on
Swingline Loans. Subject to the provisions of Section
2.8(b), Swingline Loans shall bear interest at a per annum rate equal
to the LIBOR Market Index Rate plus the
Applicable Percentage for Revolving Loans that are LIBOR Rate Loans. Interest on
Swingline Loans shall be payable in arrears on each Interest Payment
Date.

     (d) Swingline
Note. The Swingline Loans shall be evidenced by a duly executed promissory
note of the Borrower to the Swingline Lender in the original amount of the
Swingline Committed Amount and substantially in the form of Schedule 2.3(d).

Section 2.4
Fees.

     (a) Commitment
Fee. The Borrower will pay to each Revolving Lender a commitment fee (the
“Commitment Fee”) equal in amount to the product of the Applicable Margin with
respect to the Commitment Fee multiplied by the average daily amount by which
each Revolving Lender’s Revolving Committed Amount exceeds the average daily
principal amount outstanding under such Revolving Lender’s Revolving Note for
the fiscal quarter (or portion thereof) then ended, payable in arrears on the
last day of each March, June, September and December and on the Termination
Date. For purposes of computation of the Commitment Fee, Swingline Loans shall
not be considered usage of the Revolving Committed Amount.

     (b) Letter of
Credit Fees. In consideration of issuance of standby Letters of Credit
hereunder, the Borrower agrees to pay to the applicable Issuing Lender (i) a fee
(the “Standby Letter of Credit Fee”) on such
Lender’s Revolving Commitment Percentage of the average daily maximum amount
available to be drawn under each such standby Letter of Credit computed at a per
annum rate for each day from the date of issuance to the date of expiration
equal to the Applicable Percentage and (ii) a fee (the “Trade Letter of Credit Fee”) on such Lender’s Revolving
Commitment Percentage of the average daily maximum amount available to be drawn
under each such trade Letter of Credit computed at a per annum rate for each day
from the date of issuance to the date of expiration equal to the Applicable
Percentage. In addition to such Standby Letter of Credit Fee and such Trade
Letter of Credit Fee, the Borrower agrees to pay to the Issuing Lender, for its
own account without sharing by the other Lenders, an additional fronting fee of
0.125% per annum on the average daily maximum amount available to be drawn under
each such Letter of Credit issued by it. The applicable Issuing Lender shall
promptly pay over to the Administrative Agent for the ratable benefit of the
Revolving Lenders (including the applicable Issuing Lender) the Standby Letter
of Credit Fee and the Trade Letter of Credit Fee. The Standby Letter of Credit
Fee, the Trade Letter of Credit Fee and the fronting fees for Letters of Credit
shall be payable quarterly in arrears on the 15th day following the last day of
each calendar quarter for the prior calendar quarter.

23





     (c) Issuing
Lender Fees. In addition to the Standby Letter of Credit Fees and Trade
Letter of Credit Fees payable pursuant to subsection (b) above, the Borrower
shall pay to the applicable Issuing Lender for its own account without sharing
by the other Lenders the reasonable and customary charges from time to time of
the applicable Issuing Lender with respect to the amendment, transfer,
administration, cancellation and conversion of, and drawings under, such Letters
of Credit (collectively, the “Issuing Lender
Fees”).

     (d)
Administrative Fee. The Borrower agrees to pay to the Administrative
Agent the annual administrative fee as described in the Engagement
Letter.

Section 2.5 Reduction of the
Revolving Commitments.

     (a) Voluntary
Reductions. The Borrower shall have the right to terminate or permanently
reduce the Revolving Committed Amount at any time or from time to time upon not
less than three (3) Business Days’ prior notice to the Administrative Agent
(which shall notify the Lenders thereof as soon as practicable) of each such
termination or reduction, which notice shall specify the effective date thereof
and the amount of any such reduction which shall be in a minimum amount of
$5,000,000 or a whole multiple of $1,000,000 in excess thereof and shall be
irrevocable and effective upon receipt by the Administrative Agent, provided that no such reduction or termination shall be
permitted if after giving effect thereto, and to any prepayments of the
Revolving Loans made on the effective date thereof, the sum of the then
outstanding aggregate principal amount of the Revolving Loans would exceed the
Revolving Committed Amount after such proposed reduction.

     (b) Termination
Date. The Revolving Commitments, the Swingline Commitment and the LOC
Commitments shall automatically terminate on the Termination Date.

Section 2.6 Minimum
Borrowing Amounts and Principal Amounts of Tranches.

     (a) Each Alternate
Base Rate Loan borrowing shall be in a minimum amount of $250,000 and whole
multiples of $100,000 in excess thereof.

     (b) Each LIBOR Rate
Loan borrowing and each LIBOR Market Index Rate Loan borrowed shall be in a
minimum amount of $500,000 and whole multiples of $100,000 in excess
thereof.

     (c) All borrowings,
payments and prepayments in respect of Loans shall be in such amounts and be
made pursuant to such elections so that after giving effect thereto the
aggregate principal amount of the Loans comprising any LIBOR Rate Loan shall
either be zero or shall not be less than $500,000 or a whole multiple of
$100,000 in excess thereof.

24





Section 2.7
Prepayments.

     (a) Optional
Prepayments. The Borrower shall have the right to prepay the Loans in whole
or in part from time to time; provided, however, that each partial prepayment of any Loan shall be
in a minimum principal amount of $1,000,000 and integral multiples of $100,000,
and each partial prepayment of any Swingline Loans shall be in a minimum
principal amount of $50,000 and integral multiples of $10,000 in excess thereof.
The Borrower shall give irrevocable written notice (or telephone notice promptly
confirmed in writing which confirmation may be by fax) to the Administrative
Agent (which shall notify the Lenders thereof as soon as practicable) not later
than 1:00 p.m. (Charlotte, North Carolina time) on the date of the requested
prepayment in the case of Alternate Base Rate Loans or LIBOR Market Index Rate
Loans, and on the third Business Day prior to the date of the requested
prepayment in the case of LIBOR Rate Loans. Subject to the foregoing terms,
amounts prepaid under this Section 2.7(a) shall
be applied as the Borrower may elect; provided,
that each Lender shall receive its pro rata share of any such prepayment based on its
Revolving Commitment Percentage or Term Loan Commitment Percentage, as
applicable. Except to the extent otherwise specified by the Borrower,
prepayments shall be applied first to Alternate Base Rate Loans, second to LIBOR
Market Index Rate Loans and then to LIBOR Rate Loans in direct order of Interest
Period maturities. All prepayments under this Section
2.7(a) shall be subject to Section
2.16, but otherwise without premium or penalty. Interest on the
principal amount prepaid accrued to the date of such prepayment shall be payable
on the next occurring Interest Payment Date that would have occurred had such
loan not been prepaid or, in the case of LIBOR Rate Loans at the request of the
Administrative Agent, interest on the principal amount prepaid shall be payable
on any date that a prepayment is made hereunder to the date of prepayment.
Amounts prepaid on the Revolving Loans and Swingline Loans may be reborrowed in
accordance with the terms hereof. Amounts prepaid on the Term Loan may not be
reborrowed.

     (b) Mandatory
Prepayments. If at any time after the Closing Date, the sum of the aggregate
principal amount of outstanding Revolving Loans plus LOC Obligations plus
the outstanding Swingline Loans shall exceed the Revolving Committed Amount, the
Borrower immediately shall prepay the Revolving Loans and (after the Revolving
Loans have been repaid) cash collateralize the LOC Obligations, in an amount
sufficient to eliminate such excess. Such prepayments shall be applied first to
Alternate Base Rate Loans, second to LIBOR Market Index Rate Loans and then to
LIBOR Rate Loans in direct order of Interest Period maturities. All prepayments
under this Section 2.7(b) shall be subject to
Section 2.16 and be accompanied by interest on
the principal amount prepaid to the date of prepayment. Amounts prepaid on
Revolving Loans may be reborrowed in accordance with the terms
hereof.

Section 2.8 Interest
Payments; Default Interest; Interest Payment Dates.

     (a) Interest
Payments. Subject to the provisions of Section
2.8(b), all Loans shall bear interest as follows:

25





     (i) Alternate Base
Rate Loans. During such periods as Loans shall be comprised of Alternate
Base Rate Loans, each such Alternate Base Rate Loan shall bear interest at a per
annum rate equal to the sum of the Alternate Base Rate plus the Applicable Margin;

     (ii) LIBOR
Market Index Rate Loans. During such periods as Loans shall be comprised of
LIBOR Market Index Rate Loans, each such LIBOR Market Index Rate Loan shall bear
interest at a per annum rate equal to the sum of the LIBOR Market Index Rate
plus the Applicable Margin; and

     (iii) LIBOR
Rate Loans. During such periods as Loans shall be comprised of LIBOR Rate
Loans, each such LIBOR Rate Loan shall bear interest at a per annum rate equal
to the sum of the LIBOR Rate plus the Applicable
Margin.

     (b) Default
Interest. Upon the occurrence, and during the continuance, of a Default or
an Event of Default, the principal of and, to the extent permitted by law,
interest on the Loans and any other amounts owing hereunder or under the other
Credit Documents shall (at the option of the Required Lenders) bear interest,
payable on demand, at a per annum rate 2% greater than the applicable rate then
in effect or, if no rate is then in effect, at a per annum rate 2% greater than
the Alternate Base Rate. Upon and during the continuance of an Event of Default,
all LIBOR Market Index Rate Loans and LIBOR Rate Loans shall be automatically
converted to Alternate Base Rate Loans, to take effect immediately in the case
of LIBOR Market Index Rate Loans and in the case of LIBOR Rate Loans, on the
last day of the applicable Interest Period for any such LIBOR Rate
Loans.

     (c) Interest
Payment Date. Interest on Loans shall be payable in arrears on each Interest
Payment Date, subject to Section
2.11.

Section 2.9 Computation of
Interest and Fees.

     (a) Interest
payable hereunder with respect to Alternate Base Rate Loans based on the Prime
Rate shall be calculated on the basis of a year of 365 days (or 366 days, as
applicable) for the actual days elapsed. All other interest and fees and all
other interest amounts payable hereunder shall be calculated on the basis of a
360 day year for the actual days elapsed. The Administrative Agent shall as soon
as practicable notify the Borrower and the Lenders of each determination of a
LIBOR Rate on the Business Day of the determination thereof. Any change in the
interest rate on a Loan resulting from a change in the Alternate Base Rate shall
become effective as of the opening of business on the day on which such change
in the Alternate Base Rate shall become effective. Any change in the interest
rate on an LIBOR Market Index Rate Loan resulting from a change in the LIBOR
Market Index Rate shall become effective as of the opening of business on the
day on which such change in the LIBOR Market Index Rate shall become effective.
The Administrative Agent shall as soon as practicable notify the Borrower and
the Lenders of the effective date and the amount of each such
change.

26





     (b) Each determination of an
interest rate by the Administrative Agent pursuant to any provision of this
Agreement shall be conclusive and binding on the Borrower and the Lenders in the
absence of manifest error. The Administrative Agent shall, at the request of the
Borrower, deliver to the Borrower a statement showing the computations used by
the Administrative Agent in determining any interest rate.

     (c) It is the
intent of the Lenders and the Borrower to conform to and contract in strict
compliance with applicable usury law from time to time in effect. All agreements
between the Lenders and the Borrower are hereby limited by the provisions of
this paragraph which shall override and control all such agreements, whether now
existing or hereafter arising and whether written or oral. In no way, nor in any
event or contingency (including but not limited to prepayment or acceleration of
the maturity of any obligation), shall the interest taken, reserved, contracted
for, charged, or received under this Credit Agreement, under the Notes or
otherwise, exceed the maximum nonusurious amount permissible under applicable
law. If, from any possible construction of any of the Credit Documents or any
other document, interest would otherwise be payable in excess of the maximum
nonusurious amount, any such construction shall be subject to the provisions of
this paragraph and such interest shall be automatically reduced to the maximum
nonusurious amount permitted under applicable law, without the necessity of
execution of any amendment or new document. If any Lender shall ever receive
anything of value which is characterized as interest on the Loans under
applicable law and which would, apart from this provision, be in excess of the
maximum nonusurious amount, an amount equal to the amount which would have been
excessive interest shall, without penalty, be applied to the reduction of the
principal amount owing on the Loans and not to the payment of interest, or
refunded to the Borrower or the other payor thereof if and to the extent such
amount which would have been excessive exceeds such unpaid principal amount of
the Loans. The right to demand payment of the Loans or any other Indebtedness
evidenced by any of the Credit Documents does not include the right to receive
any interest which has not otherwise accrued on the date of such demand, and the
Lenders do not intend to charge or receive any unearned interest in the event of
such demand. All interest paid or agreed to be paid to the Lenders with respect
to the Loans shall, to the extent permitted by applicable law, be amortized,
prorated, allocated, and spread throughout the full stated term (including any
renewal or extension) of the Loans so that the amount of interest on account of
such indebtedness does not exceed the maximum nonusurious amount permitted by
applicable law.

Section 2.10 Conversion
Options.

     (a) The Borrower
may elect from time to time to convert Alternate Base Rate Loans or LIBOR Market
Index Rate Loans to LIBOR Rate Loans by giving irrevocable written notice (or
telephone notice promptly confirmed in writing which confirmation may be by fax)
to the Administrative Agent not later than 1:00 p.m. (Charlotte, North Carolina
time) on the third Business Day prior to the date of the requested conversion. A
form of Notice of Conversion/ Extension is attached as Schedule 2.10. 

27





If the date upon which an Alternate Base Rate Loan or LIBOR
Market Index Rate Loan is to be converted to a LIBOR Rate Loan is not a Business
Day, then such conversion shall be made on the next succeeding Business Day and
during the period from such last day of an Interest Period to such succeeding Business Day such Loan shall bear
interest as if it were an Alternate Base Rate Loan or LIBOR Market Index Rate
Loan, as applicable. All or any part of outstanding Alternate Base Rate Loans or
LIBOR Market Index Rate Loans may be converted as provided herein, provided that (i) at the Administrative Agent’s
discretion, no Loan may be converted into a LIBOR Rate Loan when any Default or
Event of Default has occurred and is continuing and (ii) partial conversions
shall be in an aggregate principal amount of $500,000 or a whole multiple of
$100,000 in excess thereof.

     (b) The Borrower
may elect from time to time to convert Alternate Base Rate Loans to LIBOR Market
Index Rate Loans and LIBOR Market Index Rate Loans to Alternate Base Rate Loans
by giving irrevocable written notice (or telephone notice promptly confirmed in
writing which confirmation may be by fax) to the Administrative Agent not later
than 1:00 p.m. (Charlotte, North Carolina time) on the date of the requested
conversion provided that partial conversions to
Alternate Base Rate Loans shall be in an aggregate principal amount of $250,000
or a whole multiple of $100,000 in excess thereof and partial conversions to
LIBOR Market Index Rate Loans shall be in an aggregate principal amount of
$500,000 or a whole multiple of $100,000 in excess thereof. If the date upon
which an Alternate Base Rate Loan is to be converted to a LIBOR Market Index
Rate Loan or a LIBOR Market Index Rate Loan is to be converted to an Alternate
Base Rate Loan is not a Business Day, then such conversion shall be made on the
next succeeding Business Day.

     (c) The Borrower
may elect from time to time to convert LIBOR Rate Loans to LIBOR Market Index
Rate Loans or Alternate Base Rate Loans by giving irrevocable written notice (or
telephone notice promptly confirmed in writing which confirmation may be by fax)
to the Administrative Agent not later than 1:00 p.m. (Charlotte, North Carolina
time) on the date of the requested conversion provided that (i) partial conversions to Alternate Base
Rate Loans shall be in an aggregate principal amount of $250,000 or a whole
multiple of $100,000 in excess thereof and partial conversions to LIBOR Market
Index Rate Loans shall be in an aggregate principal amount of $500,000 or a
whole multiple of $100,000 in excess thereof and (ii) the Borrower pays the
Lenders all amounts required by Section 2.16
hereof in connection with such conversion. If the date upon which a LIBOR Rate
Loan is to be converted to a LIBOR Market Index Rate Loan or an Alternate Base
Rate Loan is not a Business Day, then such conversion shall be made on the next
succeeding Business Day.

     (d) Any LIBOR Rate
Loans may be continued as such upon the expiration of an Interest Period with
respect thereto by compliance by the Borrower with the notice provisions
contained in Section 2.10(a); provided, that, at the Administrative Agent’s discretion,
no LIBOR Rate Loan may be continued as such when any Default or Event of Default
has occurred and is continuing, in which case such Loan shall be automatically
converted to a LIBOR Market Index Rate Loan at the end of the applicable
Interest Period with respect thereto. If the Borrower shall fail to give timely
notice of an election to continue a LIBOR Rate Loan, or the continuation of
LIBOR Rate Loans is not permitted hereunder, such LIBOR Rate Loans shall be
automatically converted to LIBOR Market Index Rate Loans at the end of the
applicable Index Period with respect thereto.

28





     Section 2.11 Pro Rata Treatment and
Payments.

     Each
borrowing of Revolving Loans and any reduction of the Revolving Commitments
(other than a reduction of Revolving Commitments pursuant to Section 2.23) shall be made pro rata according to the
respective Revolving Commitment Percentages of the Revolving Lenders. Each
payment under this Agreement or any Note shall be applied, first, to any fees
then due and owing by the Borrower pursuant to Section
2.4(a), second, to interest then due and owing in respect of the
Notes of the Borrower and, third, to principal then due and owing hereunder and
under the Notes of the Borrower. Each payment on account of any fees pursuant to
Sections 2.4(a), (b) and (c) shall be made
pro rata in
accordance with the respective amounts of such fees due and owing. Each payment
(other than payments pursuant to Section 2.23 or
prepayments) by the Borrower on account of principal of and interest on the
Loans shall be made pro
rata according to the respective amounts due and owing in accordance with
Section 2.7(a) hereof. Each optional prepayment
on account of principal of the Loans shall be applied to such of the Loans as
the Borrower may designate (to be applied pro rata among the
Lenders); provided, that prepayments made
pursuant to Section 2.14 shall be applied in
accordance with such section, and payments pursuant to Section 2.23 shall be applied in accordance with such
section. Each mandatory prepayment (other than payments pursuant to Section 2.23) on account of principal of the Loans shall
be applied in accordance with Section 2.7(b). All
payments (including prepayments) to be made by the Borrower on account of
principal, interest and fees shall be made without defense, set-off or
counterclaim (except as provided in Section
2.17(b)) and shall be made to the Administrative Agent for the
account of the Lenders at the Administrative Agent’s office specified on
Schedule 9.2 in Dollars and in immediately
available funds not later than 1:00 p.m. (Charlotte, North Carolina time) on the
date when due. The Administrative Agent shall distribute such payments to the
Lenders entitled thereto promptly upon receipt in like funds as received. If any
payment hereunder (other than payments on the LIBOR Rate Loans) becomes due and
payable on a day other than a Business Day, such payment shall be extended to
the next succeeding Business Day, and, with respect to payments of principal,
interest thereon shall be payable at the then applicable rate during such
extension. If any payment on a LIBOR Rate Loan becomes due and payable on a day
other than a Business Day, the maturity thereof shall be extended to the next
succeeding Business Day unless the result of such extension would be to extend
such payment into another calendar month, in which event such payment shall be
made on the immediately preceding Business Day.

     Section 2.12 Non-Receipt of Funds by the Administrative
Agent.

     (a) Unless the
Administrative Agent shall have been notified in writing by a Lender prior to
the date a Loan is to be made by such Lender (which notice shall be effective
upon receipt) that such Lender does not intend to make the proceeds of such Loan
available to the Administrative Agent, the Administrative Agent may assume that
such Lender has made such proceeds available to the Administrative Agent on such
date, and the Administrative Agent may in reliance upon such assumption (but
shall not be required to) make available to the Borrower a corresponding amount.
If such corresponding amount is not in fact made available to the Administrative
Agent, the Administrative Agent shall be able to recover such corresponding
amount from such Lender. 

29





If such Lender does not pay such corresponding amount
forthwith upon the Administrative Agent’s demand therefor, the Administrative
Agent will promptly notify the Borrower, and the Borrower shall immediately pay
such corresponding amount to the Administrative Agent. The Administrative Agent
shall also be entitled to recover from the Lender or the Borrower, as the case
may be, interest on such corresponding amount in respect of each day from the
date such corresponding amount was made available by the Administrative Agent to
the Borrower to the date such corresponding amount is recovered by the
Administrative Agent at a per annum rate equal to (i) from the Borrower at the
applicable rate for the applicable borrowing pursuant to the Notice of Borrowing
and (ii) from a Lender at the Federal Funds Effective Rate.

     (b) Unless the
Administrative Agent shall have been notified in writing by the Borrower, prior
to the date on which any payment is due from it hereunder (which notice shall be
effective upon receipt) that the Borrower does not intend to make such payment,
the Administrative Agent may assume that the Borrower has made such payment when
due, and the Administrative Agent may in reliance upon such assumption (but
shall not be required to) make available to each Lender on such payment date an
amount equal to the portion of such assumed payment to which such Lender is
entitled hereunder, and if the Borrower has not in fact made such payment to the
Administrative Agent, such Lender shall, on demand, repay to the Administrative
Agent the amount made available to such Lender. If such amount is repaid to the
Administrative Agent on a date after the date such amount was made available to
such Lender, such Lender shall pay to the Administrative Agent on demand
interest on such amount in respect of each day from the date such amount was
made available by the Administrative Agent to such Lender to the date such
amount is recovered by the Administrative Agent at a per annum rate equal to the
Federal Funds Effective Rate.

     (c) A certificate
of the Administrative Agent submitted to the Borrower or any Lender with respect
to any amount owing under this Section 2.12 shall
be conclusive in the absence of manifest error.

     Section 2.13 Inability to Determine Interest
Rate.

     Notwithstanding any other provision of this
Agreement, if (i) the Administrative Agent shall reasonably determine (which
determination shall be conclusive and binding absent manifest error) that, by
reason of circumstances affecting the relevant market, reasonable and adequate
means do not exist for ascertaining LIBOR for an Interest Period, or (ii) the
Required Lenders shall reasonably determine (which determination shall be
conclusive and binding absent manifest error) that the LIBOR Rate does not
adequately and fairly reflect the cost to such Lenders of funding LIBOR Rate
Loans that the Borrower has requested be outstanding as a LIBOR Tranche during
an Interest Period, the Administrative Agent shall forthwith give telephone
notice of such determination, confirmed in writing, to the Borrower, and the
Lenders at least two Business Days prior to the first day of such Interest
Period. Unless the Borrower shall have notified the Administrative Agent upon
receipt of such telephone notice that it wishes to rescind or modify its request
regarding such LIBOR Rate Loans, any Loans that were requested to be made as
LIBOR Rate Loans shall be made as LIBOR Market Index Rate Loans and any Loans
that were requested to be converted into or continued as LIBOR Rate Loans shall
be converted into LIBOR Market Index Rate Loans. Until any such notice has been
withdrawn by the Administrative Agent, no further Loans shall be made as,
continued as, or converted into, LIBOR Rate Loans for the Interest Periods so
affected.

30





     Section 2.14 Illegality.

Notwithstanding any other provision of
this Agreement, if the adoption of or any change in any Requirement of Law or in
the interpretation or application thereof by the relevant Governmental Authority
to any Lender shall make it unlawful for such Lender or its LIBOR Lending Office
to make or maintain LIBOR Rate Loans as contemplated by this Agreement or to
obtain in the interbank eurodollar market through its LIBOR Lending Office the
funds with which to make such Loans, (a) such Lender shall promptly notify the
Administrative Agent and the Borrower thereof, (b) the commitment of such Lender
hereunder to make LIBOR Rate Loans or continue LIBOR Rate Loans as such shall
forthwith be suspended until the Administrative Agent shall give notice that the
condition or situation which gave rise to the suspension shall no longer exist,
and (c) such Lender’s Loans then outstanding as LIBOR Rate Loans, if any, shall
be converted on the last day of the Interest Period for such Loans or within
such earlier period as required by law as LIBOR Market Index Rate Loans. The
Borrower hereby agrees promptly to pay any Lender, upon its demand, any
additional amounts necessary to compensate such Lender for actual and direct
costs (but not including anticipated profits) reasonably incurred by such Lender
in making any repayment in accordance with this Section including, but not limited to, any interest or
fees payable by such Lender to lenders of funds obtained by it in order to make
or maintain its LIBOR Rate Loans hereunder. A certificate as to any additional
amounts payable pursuant to this Section
submitted by such Lender, through the Administrative Agent, to the Borrower
shall be conclusive in the absence of manifest error. Each Lender agrees to use
reasonable efforts (including reasonable efforts to change its LIBOR Lending
Office) to avoid or to minimize any amounts which may otherwise be payable
pursuant to this Section; provided, however, that
such efforts shall not cause the imposition on such Lender of any additional
costs or legal or regulatory burdens deemed by such Lender in its sole
discretion to be material.

     Section 2.15 Requirements of Law.

     (a) If the adoption
of or any change in any Requirement of Law or in the interpretation or
application thereof or compliance by any Lender with any request or directive
(whether or not having the force of law) from any central bank or other
Governmental Authority made subsequent to the date hereof:

     (i) shall subject
such Lender to any tax of any kind whatsoever with respect to any Letter of
Credit or any application relating thereto, any LIBOR Rate Loan made by it, or
change the basis of taxation of payments to such Lender in respect thereof
(except for changes in the rate of tax on the overall net income, profits or
gross receipts of such Lender or in the rate of any franchise tax applicable to
such Lender);

     (ii) shall impose,
modify or hold applicable any reserve, special deposit, compulsory loan or
similar requirement against assets held by, deposits or other liabilities in or
for the account of, advances, loans or other extensions of credit by, or any
other acquisition of funds by, any office of such Lender which is not otherwise
included in the determination of the LIBOR Rate hereunder; or

31





     (iii)
shall impose on such Lender any other condition;

and the result of any of the foregoing is to increase the cost
to such Lender of making or maintaining LIBOR Rate Loans or to reduce any amount
receivable hereunder or under any Note, in each case in connection with any
LIBOR Rate Loans, then, in any such case, the Borrower shall promptly pay such
Lender, upon its demand, any additional amounts necessary to compensate such
Lender for such additional cost or reduced amount receivable which such Lender
reasonably deems to be material as determined by such Lender with respect to its
LIBOR Rate Loans. A certificate as to any additional amounts payable pursuant to
this Section submitted by such Lender, through
the Administrative Agent, to the Borrower shall be conclusive in the absence of
manifest error. Each Lender agrees to use reasonable efforts (including
reasonable efforts to change its Domestic Lending Office or LIBOR Lending
Office, as the case may be) to avoid or to minimize any amounts which might
otherwise be payable pursuant to this paragraph of this Section; provided, however, that such efforts shall not cause the imposition
on such Lender of any additional costs or legal or regulatory burdens deemed by
such Lender to be material.

     (b) If any Lender
shall have reasonably determined that the adoption of or any change in any
Requirement of Law regarding capital adequacy or in the interpretation or
application thereof or compliance by such Lender or any corporation controlling
such Lender with any request or directive regarding capital adequacy (whether or
not having the force of law) from any central bank or Governmental Authority
made subsequent to the date hereof does or shall have the effect of reducing the
rate of return on such Lender’s or such corporation’s capital as a consequence
of its obligations hereunder to a level below that which such Lender or such
corporation could have achieved but for such adoption, change or compliance
(taking into consideration such Lender’s or such corporation’s policies with
respect to capital adequacy) by an amount reasonably deemed by such Lender to be
material, then from time to time, within fifteen (15) days after demand by such
Lender, the Borrower shall pay to such Lender such additional amount as shall be
certified by such Lender as being required to compensate it for such reduction.
Such a certificate as to any additional amounts payable under this Section submitted by a Lender (which certificate shall
include a description of the basis for the computation), through the
Administrative Agent, to the Borrower shall be conclusive absent manifest
error.

     (c) The agreements
in this Section 2.15 shall survive the
termination of this Agreement and payment of the Notes and all other amounts
payable hereunder.

32





     Section 2.16 Indemnity.

     The Borrower hereby agrees to indemnify
each Lender and to hold such Lender harmless from any funding loss or expense
which such Lender may sustain or incur as a consequence of (a) default by the
Borrower in payment of the principal amount of or interest on any LIBOR Rate
Loan by such Lender in accordance with the terms hereof, (b) default by the
Borrower in accepting a LIBOR Rate Loan after the Borrower has given a notice in
accordance with the terms hereof, (c) default by the Borrower in making any
prepayment of a LIBOR Rate Loan after the Borrower has given a notice in
accordance with the terms hereof, and/or (d) the making by the Borrower of a
prepayment of a LIBOR Rate Loan, or the conversion thereof, on a day which is
not the last day of the Interest Period with respect thereto, in each case
including, but not limited to, any such loss or expense arising from interest or
fees payable by such Lender to lenders of funds obtained by it in order to
maintain its LIBOR Rate Loans hereunder. A certificate as to any additional
amounts payable pursuant to this Section
submitted by any Lender, through the Administrative Agent, to the Borrower
(which certificate must be delivered to the Administrative Agent within thirty
days following such default, prepayment or conversion) shall be conclusive in
the absence of manifest error. The agreements in this Section shall survive termination of this Agreement and
payment of the Notes and all other amounts payable hereunder.

     Section 2.17 Taxes.

     (a) All payments
made by the Borrower hereunder or under any Note will be, except as provided in
Section 2.17(b), made free and clear of, and
without deduction or withholding for, any present or future taxes, levies,
imposts, duties, fees, assessments or other charges of whatever nature now or
hereafter imposed by any Governmental Authority or by any political subdivision
or taxing authority thereof or therein with respect to such payments (but
excluding any tax imposed on or measured by the net income, profits or gross
receipts of a Lender or any franchise tax) and all interest, penalties or
similar liabilities with respect thereto (all such non-excluded taxes, levies,
imposts, duties, fees, assessments or other charges being referred to
collectively as “Taxes”). If any Taxes are so
levied or imposed, the Borrower agrees to pay the full amount of such Taxes, and
such additional amounts as may be necessary so that every payment of all amounts
due under this Agreement or under any Note, after withholding or deduction for
or on account of any Taxes, will not be less than the amount provided for herein
or in such Note. The Borrower will furnish to the Administrative Agent as soon
as practicable after the date the payment of any Taxes is due pursuant to
applicable law certified copies (to the extent reasonably available and required
by law) of tax receipts evidencing such payment by the Borrower. The Borrower
agrees to indemnify and hold harmless each Lender, and reimburse such Lender
upon its written request, for the amount of any Taxes so levied or imposed and
paid by such Lender but excluding any interest or penalties caused by such
Lender’s failure to pay any such taxes when due.

     (b) Each Lender that is not a United States
person (as such term is defined in Section 7701(a)(30) of the Code) agrees to
deliver to the Borrower and the Administrative Agent on or prior to the Closing
Date, or in the case of a Lender that is an assignee or transferee of an
interest under this Agreement pursuant to Section 9.6(b) (unless the
respective Lender was already a Lender hereunder immediately prior to such
assignment or transfer), on the date of such assignment or transfer to such
Lender, (i) if the Lender is a “bank” within the meaning of Section 881(c)(3)(A)
of the Code, two accurate and complete original signed copies of Internal
Revenue Service Form 4224 or 1001 (or successor forms) certifying such Lender’s
entitlement to a complete exemption from United States withholding tax with
respect to payments to be made under this Agreement and under any Note, or (ii)
if the Lender is not a “bank” within the meaning of Section 881(c)(3)(A) of the
Code, either Internal Revenue Service Form 1001 or 4224 as set forth in clause
(i) above, or (x) a certificate substantially in the form of Schedule
2.17 (any such certificate, a “2.17 Certificate”) and (y) two
accurate and complete original signed copies of Internal Revenue Service Form
W-8 (or successor form) certifying such Lender’s entitlement to an exemption
from United States withholding tax with respect to payments of interest to be
made under this Agreement and under any Note.

33




In
addition, each Lender agrees that it will deliver upon the Borrower’s request
updated versions of the foregoing, as applicable, whenever the previous
certification has become obsolete or inaccurate in any material respect,
together with such other forms as may be required in order to confirm or
establish the entitlement of such Lender to a continued exemption from or
reduction in United States withholding tax with respect to payments under this
Agreement and any Note. Notwithstanding anything to the contrary contained in
Section 2.17(a), but subject to the immediately succeeding sentence, (x)
the Borrower shall be entitled, to the extent it is required to do so by law, to
deduct or withhold Taxes imposed by the United States (or any political
subdivision or taxing authority thereof or therein) from interest, fees or other
amounts payable hereunder for the account of any Lender which is not a United
States person (as such term is defined in Section 7701(a)(30) of the Code) for
U.S. Federal income tax purposes to the extent that such Lender has not provided
to the Borrower U.S. Internal Revenue Service Forms that establish a complete
exemption from such deduction or withholding and (y) the Borrower shall not be
obligated pursuant to Section 2.17(a) hereof to gross-up payments to be
made to a Lender in respect of Taxes imposed by the United States if (I) such
Lender has not provided to the Borrower the Internal Revenue Service Forms
required to be provided to the Borrower pursuant to this Section 2.17(b)
or (II) in the case of a payment, other than interest, to a Lender described in
clause (ii) above, to the extent that such Forms do not establish a complete
exemption from withholding of such Taxes. Notwithstanding anything to the
contrary contained in the preceding sentence or elsewhere in this Section
2.17, the Borrower agrees to pay additional amounts and to indemnify
each Lender in the manner set forth in Section 2.17(a) (without regard to
the identity of the jurisdiction requiring the deduction or withholding) in
respect of any amounts deducted or withheld by it as described in the
immediately preceding sentence as a result of any changes after the Closing Date
in any applicable law, treaty, governmental rule, regulation, guideline or
order, or in the interpretation thereof, relating to the deducting or
withholding of Taxes.

     (c) Each Lender agrees to use reasonable efforts
(including reasonable efforts to change its Domestic Lending Office or LIBOR
Lending Office, as the case may be) to avoid or to minimize any amounts which
might otherwise be payable pursuant to this Section; provided,
however, that such efforts shall not cause the imposition on such Lender
of any additional costs or legal or regulatory burdens deemed by such Lender in
its sole discretion to be material.

     (d) If the Borrower pays any additional amount pursuant to
this Section 2.17 with respect to a Lender, such Lender shall use
reasonable efforts to obtain a refund of tax or credit against its tax
liabilities on account of such payment; provided that such Lender shall
have no obligation to use such reasonable efforts if either (i) it is in an
excess foreign tax credit position or (ii) it believes in good faith, in its
sole discretion, that claiming a refund or credit would cause adverse tax
consequences to it. In the event that such Lender receives such a refund or
credit, such Lender shall pay to the Borrower an amount that such Lender
reasonably determines is equal to the net tax benefit obtained by such Lender as
a result of such payment by the Borrower. In the event that no refund or credit
is obtained with respect to the Borrower’s payments to such Lender pursuant to
this Section 2.17(d), then such Lender shall upon request provide a
certification that such Lender has not received a refund or credit for such
payments. Nothing contained in this Section 2.17(d) shall require a
Lender to disclose or detail the basis of its calculation of the amount of any
tax benefit or any other amount or the basis of its determination referred to in
the proviso to the first sentence of this Section 2.17(d) to the Borrower
or any other party.

34 




     (e) The agreements in this Section 2.17 shall survive
the termination of this Agreement and the payment of the Notes and all other
amounts payable hereunder.

Section 2.18 Waiver of
Notice.

     (a) Except as otherwise expressly provided herein, the
Borrower hereby waives notice of occurrence of any Default or Event of Default
or of any demand for any payment under this Credit Agreement (in each case
except to the extent such notice or such demand is expressly required to be
given pursuant to the terms of this Credit Agreement), notice of any action at
any time taken or omitted by the Administrative Agent or the Lenders under or in
respect of any of the Obligations hereunder, any requirement of diligence and,
generally, all demands, notices and other formalities of every kind in
connection with this Credit Agreement. The Borrower hereby assents to, and
waives notice of, any extension or postponement of the time for the payment of
any of the Obligations hereunder, the acceptance of any partial payment thereon,
any waiver, consent or other action or acquiescence by the Administrative Agent
or the Lenders at any time or times in respect of any default by the Borrower in
the performance or satisfaction of any term, covenant, condition or provision of
this Credit Agreement or any other Credit Document, any and all other
indulgences whatsoever by the Administrative Agent or the Lenders in respect of
any of the Obligations hereunder, and the taking, addition, substitution or
release, in whole or in part, at any time or times, of any security for any of
such Obligations or the addition, substitution or release, in whole or in part,
of any Borrower. Without limiting the generality of the foregoing, the Borrower
assents to any other action or delay in acting or any failure to act on the part
of the Administrative Agent or the Lenders, including, without limitation, any
failure strictly or diligently to assert any right or to pursue any remedy or to
comply fully with applicable laws or regulations thereunder which might, but for
the provisions of this Section 2.18, afford grounds for terminating,
discharging or relieving the Borrower, in whole or in part, from any of its
obligations under this Section 2.18, it being the intention of the
Borrower that, so long as any of the Obligations remain unsatisfied, the
obligations of the Borrower under this Section 2.18 shall not be
discharged except by performance and then only to the extent of such
performance. The obligations of the Borrower under this Section 2.18
shall not be diminished or rendered unenforceable by any winding up,
reorganization, arrangement, liquidation, reconstruction or similar proceeding
with respect to any reconstruction or similar proceeding with respect to the
Borrower or any Lender.

35





     (b) The provisions of this Section 2.18 are made for
the benefit of the Administrative Agent and the Lenders and their respective
successors and assigns, and may be enforced by any such Person from time to time
against the Borrower as often as occasion therefor may arise and without
requirement on the part of any Lender first to marshal any of its claims or to
resort to any other source or means of obtaining payment of any of the
Obligations or to elect any other remedy. Without limiting the generality of the
foregoing, the Borrower hereby specifically waives the benefits of N.C. Gen.
Stat. §§26-7 through 26-9, inclusive, to the extent applicable. The provisions
of this Section 2.18 shall remain in effect until all the Obligations
hereunder shall have been paid in full or otherwise fully satisfied. If at any
time, any payment, or any part thereof, made in respect of any of the
Obligations, is rescinded or must otherwise be restored or returned by the
Lenders upon the insolvency, bankruptcy or reorganization of the Borrower, or
otherwise, the provisions of this Section 2.18 will forthwith be
reinstated and in effect as though such payment had not been made.

Section
2.19 Defaulting Lenders; Limitation on Claims.

     (a) Generally. In addition to the rights and remedies
that may be available to the Administrative Agent or the Borrower under this
Agreement or applicable law, if at any time a Lender is a Defaulting Lender such
Defaulting Lender’s right to participate in the administration of the Loans,
this Agreement and the other Credit Documents, including without limitation, any
right to vote in respect of, to consent to or to direct any action or inaction
of the Administrative Agent or to be taken into account in the calculation of
the Required Lenders, shall be suspended during the pendency of such failure or
refusal. If a Lender is a Defaulting Lender because it has failed to make timely
payment to the Administrative Agent of any amount required to be paid to the
Administrative Agent hereunder (without giving effect to any notice or cure
periods), in addition to other rights and remedies which the Administrative
Agent or the Borrower may have under the immediately preceding provisions or
otherwise, the Administrative Agent shall be entitled (i) to collect interest
from such Defaulting Lender on such delinquent payment for the period from the
date on which the payment was due until the date on which the payment is made at
the Federal Funds Effective Rate, (ii) to withhold or setoff and to apply in
satisfaction of the defaulted payment and any related interest, any amounts
otherwise payable to such Defaulting Lender under this Agreement or any other
Credit Document until such defaulted payment and related interest has been paid
in full and such default no longer exists and (iii) to bring an action or suit
against such Defaulting Lender in a court of competent jurisdiction to recover
the defaulted amount and any related interest. Any amounts received by the
Administrative Agent in respect of a Defaulting Lender’s Loans shall not be paid
to such Defaulting Lender and shall be held uninvested by the Administrative
Agent and either applied against the purchase price of such Loans under the
following subsection (b) or paid to such Defaulting Lender upon the default of
such Defaulting Lender being cured.

     (b) Purchase of Defaulting Lender’s Commitment. Any
Lender who is not a Defaulting Lender shall have the right, but not the
obligation, in its sole discretion, to acquire all of a Defaulting Lender’s
Commitment. If more than one Lender exercises such right, each such Lender shall
have the right to acquire such proportion of such Defaulting Lender’s Commitment
on a pro rata basis. 

36





Upon any
such purchase, the Defaulting Lender’s interest in the Loans and its rights
hereunder (but not its liability in respect thereof or under the Credit
Documents or this Agreement to the extent the same relate to the period prior to
the effective date of the purchase) shall terminate on the date of purchase, and
the Defaulting Lender shall promptly execute all documents reasonably requested
to surrender and transfer such interest to the purchaser thereof subject to and
in accordance with the requirements set forth in Section 9.6, including
an appropriate Commitment Transfer Supplement. The purchase price for the
Commitment of a Defaulting Lender shall be equal to the sum of the amount of the
principal balance of the Loans outstanding and owed by the Borrower to the
Defaulting Lender, plus any accrued interest with respect thereto, plus any fees
or other amounts owed by the Borrower to the Defaulting Lender. Prior to payment
of such purchase price to a Defaulting Lender, the Administrative Agent shall
apply against such purchase price any amounts retained by the Administrative
Agent pursuant to the last sentence of the immediately preceding subsection (a).
The Defaulting Lender shall be entitled to receive all amounts owed to it by the
Borrower on account of principal of and interest on the Loans and the Notes, and
fees and other amounts due under the Credit Documents which accrued prior to the
date of the default by the Defaulting Lender, to the extent the same are
received by the Administrative Agent from or on behalf of the Borrower. The
Defaulting Lender shall have no recourse against any Lender or the
Administrative Agent for the payment of such sums by the Borrower except to the
extent of the receipt of payments from any other party or in respect of the
Loans.

Section 2.20 [Intentionally Left
Blank.]

Section 2.21 Indemnification; Nature of
Issuing Lender’s Duties.

     (a) In addition to its other obligations under Section
2.2, the Borrower hereby agrees to protect, indemnify, pay and save the
applicable Issuing Lender harmless from and against any and all claims, demands,
liabilities, damages, losses, costs, charges and expenses (including reasonable
attorneys’ fees) that the applicable Issuing Lender may incur or be subject to
as a consequence, direct or indirect, of (i) the issuance of any Letter of
Credit or (ii) the failure of the applicable Issuing Lender to honor a drawing
under a Letter of Credit as a result of any act or omission, whether rightful or
wrongful, of any present or future de jure or de facto government or
governmental authority (all such acts or omissions, herein called “Government
Acts”).

     (b) As between the Borrower and the applicable Issuing Lender,
the Borrower shall assume all risks of the acts, omissions or misuse of any
Letter of Credit by the beneficiary thereof. The applicable Issuing Lender shall
not be responsible: (i) for the form, validity, sufficiency, accuracy,
genuineness or legal effect of any document submitted by any party in connection
with the application for and issuance of any Letter of Credit, even if it should
in fact prove to be in any or all respects invalid, insufficient, inaccurate,
fraudulent or forged; (ii) for the validity or sufficiency of any instrument
transferring or assigning or purporting to transfer or assign any Letter of
Credit or the rights or benefits thereunder or proceeds thereof, in whole or in
part, that may prove to be invalid or ineffective for any reason; (iii) for
failure of the beneficiary of a Letter of Credit to comply fully with conditions
required in order to draw upon a Letter of Credit; (iv) for errors, omissions,
interruptions or delays in transmission or delivery of any messages, by mail,
cable, telegraph, telex or otherwise, whether or not they be in cipher; (v) for
errors in interpretation of technical terms; (vi) for any loss or delay in the
transmission or otherwise of any document required in order to make a drawing
under a Letter of Credit or of the proceeds thereof; and (vii) for any
consequences arising from causes beyond the control of the applicable Issuing
Lender, including, without limitation, any Government Acts. None of the above
shall affect, impair, or prevent the vesting of the applicable Issuing Lender’s
rights or powers hereunder.

37





     (c) In furtherance and extension and not in limitation of the
specific provisions hereinabove set forth, any action taken or omitted by the
applicable Issuing Lender, under or in connection with any Letter of Credit or
the related certificates, if taken or omitted in good faith, shall not put such
applicable Issuing Lender under any resulting liability to the Borrower. It is
the intention of the parties that this Agreement shall be construed and applied
to protect and indemnify the applicable Issuing Lender against any and all risks
involved in the issuance of the Letters of Credit, all of which risks are hereby
assumed by the Borrower, including, without limitation, any and all risks of the
acts or omissions, whether rightful or wrongful, of any Government Authority.
The applicable Issuing Lender shall not, in any way, be liable for any failure
by the applicable Issuing Lender or anyone else to pay any drawing under any
Letter of Credit as a result of any Government Acts or any other cause beyond
the control of the applicable Issuing Lender.

     (d) Nothing in this Section 2.21 is intended to limit
the reimbursement obligation of the Borrower contained in Section 2.2(d)
hereof. The obligations of the Borrower under this Section 2.21 shall
survive the termination of this Agreement. No act or omissions of any current or
prior beneficiary of a Letter of Credit shall in any way affect or impair the
rights of the applicable Issuing Lender to enforce any right, power or benefit
under this Agreement.

     (e) Notwithstanding anything to the contrary contained in this
Section 2.21, the Borrower shall have no obligation to indemnify the
applicable Issuing Lender in respect of any liability incurred by the applicable
Issuing Lender arising out of the gross negligence or willful misconduct of the
applicable Issuing Lender (including action not taken by the applicable Issuing
Lender), as determined by a court of competent jurisdiction.

Section 2.22 Additional
Loans.

     Subject
to the terms and conditions set forth herein, so long as no Default or Event of
Default shall have occurred and be continuing, the Borrower shall have the right
during the period from the Closing Date until the date one Business Day prior to
the Termination Date, to incur additional Indebtedness (the “Additional
Loans”) under this Agreement in the form of one or more increases to the
Revolving Committed Amount by an aggregate amount of up to $100,000,000. The
following terms and conditions shall apply to all Additional Loans: (a) the
loans made under any such Additional Loan shall constitute Obligations, (b) such
Additional Loan shall have the same terms (including interest rate) as the
existing Revolving Loans, (c) any such Additional Loan shall be entitled to the
same voting rights as the existing Revolving Loans and shall be entitled to
receive proceeds of prepayments on the same basis as comparable Revolving Loans,
(d) any such Additional Loan shall be obtained from existing Revolving Lenders
or from other banks, financial institutions or investment funds, in each case in
accordance with the terms set forth below, (e) such increase in the Revolving
Committed Amount shall be in a minimum principal amount of $20,000,000 and
integral multiples of $5,000,000 in excess thereof, (f) the proceeds of any
Additional Loan will be used to finance working capital and other general
corporate purposes, (g) the Borrower shall execute such promissory notes as are
necessary and requested by the Revolving Lenders to reflect the Additional
Loans, (h) the conditions to Extensions of Credit in Section 4.2 shall
have been satisfied and (i) the Administrative Agent shall have received from
the Borrower an officer’s certificate in form and substance satisfactory to the
Administrative Agent, demonstrating that, after giving effect to any such
Additional Loan, the Borrower will be in compliance with the financial covenants
set forth in Sections 5.1(l) and (m). 

38





Participation in any Additional Loan
shall be offered first to each of the existing Revolving Lenders, but each such
Revolving Lender shall have no obligation to provide all or any portion of any
such Additional Loan. If the amount of any Additional Loan requested by the
Borrower shall exceed the commitments which the existing Revolving Lenders are
willing to provide with respect to such Additional Loan, then the Borrower may
invite other banks, financial institutions and investment funds reasonably
acceptable to the Administrative Agent to join this Credit Agreement as
Revolving Lenders hereunder for the portion of such Additional Loan not taken by
existing Revolving Lenders, provided that such other banks, financial
institutions and investment funds shall enter into such joinder agreements to
give effect thereto as the Administrative Agent and the Borrower may reasonably
request, provided further that (i) the existing Revolving Lenders
shall make such assignments (which assignments shall not be subject to the
requirements set forth in Section 9.6(b)) of the outstanding
Revolving Loans and Participation Interests to the Additional Loan Lenders so
that, after giving effect to such assignments, each Revolving Lender holding a
Revolving Commitment (including such Additional Loan Lenders) will hold
Revolving Loans and Participation Interests equal to its Commitment Percentage
of all outstanding Revolving Loans and LOC Obligations and (ii) such assignments
and the transactions relating thereto shall be subject to Section 2.16.
The Administrative Agent is authorized to enter into, on behalf of the Lenders,
any amendment to this Agreement or any other Credit Document as may be necessary
to incorporate the terms of any Additional Loan. Any increase in the Revolving
Committed Amount pursuant to this Section 2.22 shall be permanent, except
to the extent such Revolving Committed Amount is subsequently reduced pursuant
to Section 2.5(a). At the time of any such increase in the Revolving
Committed Amount, the Revolving Commitment Percentages of existing Revolving
Lenders and new Revolving Lenders shall be adjusted accordingly.

Section 2.23 Extension of Termination
Date.

     (a) Up to two times prior to the Termination Date (as it may
be extended pursuant to this Section 2.23), the Borrower may request a
one-year extension of the Termination Date by submitting a request for an
extension to the Administrative Agent (an “Extension Request”) at least 6 months
prior to the then scheduled Termination Date. Promptly upon receipt of an
Extension Request, the Administrative Agent shall notify each Lender thereof and
shall request each Lender to approve the Extension Request.

39





Each Lender
may, by a notice (a “Consent Notice”) to the Borrower and the Administrative
Agent given within 15 Business Days following receipt of such notice from the
Administrative Agent (the “Consent Period”), consent to such extension of the
Termination Date, which consent may be given or withheld by each Lender in its
absolute and sole discretion; provided, however, that such extension shall not
be effective with respect to a Lender which either (a) by a notice (a
“Withdrawal Notice”) to the Borrower and the Administrative Agent during the
Consent Period, declines to consent to such extension, or (b) has failed to
respond to the Borrower and the Administrative Agent within the Consent Period
(each such Lender giving a Withdrawal Notice or failing to respond in a timely
manner being called a “Withdrawing Lender” and each Lender other than a
Withdrawing Lender being a “Continuing Lender”); provided further, that such
extension shall be effective only if, as of the day after the end of the Consent
Period for each Lender, the sum of the Commitments of the Continuing Lenders is
greater than 50% of the Commitments of the Withdrawing Lenders and the
Continuing Lenders. The Commitment of each Withdrawing Lender shall terminate on
the Termination Date without giving any effect to such proposed extension;
provided, however, so long as no Default or Event of Default exists, the
Borrower may, at any time within 10 Business Days of delivery of the Withdrawal
Notice and by not less than three Business Days’ prior written notice to the
Administrative Agent and such Lender, cancel such Lender’s Commitment and
thereupon prepay all Loans made by such Lender, together with interest and fees
accrued to the date of such prepayment and breakage costs due under Section
2.16, if any, whereupon such Lender shall cease to be obliged to make
further Loans hereunder, its Commitment shall be reduced to zero and it shall be
released from all its obligations under this Agreement.

     (b) A Withdrawing Lender shall be obliged, at the request of
the Borrower and subject to the Withdrawing Lender receiving payment in full of
all amounts owing to it under this Agreement prior to completion of an
assignment, to assign, without recourse or warranty and by an assignment
agreement in substantially the form of Schedule 9.6(c) attached hereto,
all of its rights and obligations hereunder to another bank or financial
institution nominated by the Borrower and willing to participate in the facility
through the extended Termination Date in the place of such Withdrawing Lender;
provided that such transferee satisfies all the requirements of Section
9.6(b) (other than Section 9.6(b)(ii)) to be a Purchasing
Lender, including the requirement that (unless such transferee is an existing
Lender) the Administrative Agent consent to such assignment, such consent not to
be unreasonably withheld.

     (c) If the Termination Date shall have been extended in
respect of Continuing Lenders in accordance with this Section 2.23, any
Notice of Borrowing specifying a Borrowing Date occurring after the Termination
Date applicable to a Withdrawing Lender or requesting an Interest Period
extending beyond such date (i) shall have no effect in respect of such
Withdrawing Lender, and (ii) shall not specify a requested aggregate principal
amount exceeding, when combined with all then outstanding Loans to the Borrower,
the aggregate of the Commitments of the Continuing Lenders.

     (d) If the Termination Date shall have been extended in
respect of Continuing Lenders in accordance with this Section 2.23, all
references in this Agreement and the other Loan Documents to the “Termination
Date” shall, with respect to all parties hereto other than Withdrawing Lenders,
refer to the Termination Date as so extended. Without limitation of the
generality of the preceding sentence, “Termination Date,” in the case of Letters
of Credit, shall mean the Termination Date as so extended.

40





     (e) Notwithstanding the foregoing, no extension or request for
extension of the Termination Date pursuant to this Section 2.23 shall
extend or otherwise modify the Term Loan Maturity Date or any Term Loan
Commitment.

ARTICLE
III

REPRESENTATIONS AND
WARRANTIES

     Section 3.1 To induce the Lenders to enter into this Agreement and
to make the Loans herein provided for, the Borrower hereby represents and
warrants to the Administrative Agent and to each Lender that:

     (a) Due Incorporation, Etc. The
Borrower and each Restricted Subsidiary is a corporation duly organized, validly
existing and in good standing under the laws of the jurisdiction in which it is
incorporated, and has the corporate power and legal authority to own its
property and to carry on its business as now being conducted and is duly
qualified to transact business as a foreign corporation in every jurisdiction
where such qualification is necessary. The Borrower has the corporate power to
execute and perform this Agreement, to borrow hereunder and to execute and
deliver the Notes, and to do so will not violate its Articles of Incorporation
or Bylaws, any law to which it is subject, or any material agreement or
instrument to which it is a party.

     (b) Litigation. Except as set forth in the financial
statements or notes thereto described in Section 3.1(c) hereof, there is
no litigation or proceeding pending or, to the knowledge of the Borrower,
threatened which would be reasonably expected to be decided adversely to the
Borrower or any Subsidiary, and, if decided adversely to the Borrower or such
Subsidiary, would have a material adverse effect upon the financial condition or
business of the Borrower and its Subsidiaries, taken as a whole.

     (c) Financial Condition. The consolidated balance sheet
of the Borrower and its Subsidiaries as of September 30, 2007 and related
consolidated statements of income, shareholders’ equity, comprehensive income
and cash flows of the Borrower and its Subsidiaries for the fiscal year then
ended, and the notes thereto, all of which have been delivered to the Lenders
prior to the execution of this Agreement, are correct and complete and fairly
present the financial condition of the Borrower and its Subsidiaries and the
results of their operations and their retained earnings as of the date and for
the period referred to. All such financial statements have been prepared in
accordance with GAAP throughout the period involved. Since September 30, 2007,
no material adverse change in the financial condition, the business or
operations of the Borrower and its Subsidiaries, taken as a whole, has occurred.
All written financial projections concerning the Borrower and its Subsidiaries
that have been made available to the Administrative Agent and the Lenders by the
Borrower on or before the Closing Date have been prepared in good faith based
upon reasonable assumptions in the sole opinion of the Borrower’s management at
the time of the preparation thereof.

41





     The real
estate and other fixed assets of the Borrower and its Subsidiaries are subject
to no mortgage or lien securing an indebtedness of a material principal amount
except as shown in the balance sheets or notes thereto referred to above or most
recently delivered to the Administrative Agent pursuant to Section
5.1(a). The Borrower and its Subsidiaries have no liabilities, direct or
contingent, except those disclosed in the financial statements or notes thereto
referred to above or most recently delivered to the Administrative Agent
pursuant to Section 5.1(a), and except those arising in the ordinary
course of business since the dates of such financial statements, having in the
aggregate no materially adverse effect on the financial condition of the
Borrower and its Subsidiaries, taken as a whole. The Borrower and its
Subsidiaries have made no investments in, advances to or guaranties of the
obligations of any corporation, individual or other entity other than Borrower
in an aggregate amount material to the consolidated financial condition of the
Borrower and its Subsidiaries, taken as a whole, except those disclosed in the
financial statements or notes thereto referred to above or most recently
delivered to the Administrative Agent pursuant to Section
5.1(a).

     (d) Governmental Contracts. The Borrower and its
Subsidiaries are not subject to the renegotiation of any government contract in
any material amount.

     (e)
Tax Returns. The Borrower and its Subsidiaries have filed all required
federal, state, and local tax returns and have paid all taxes as shown on such
returns as they have become due. Federal income tax returns have been audited,
or closed by the operation of applicable statutes of limitation, through fiscal
year 2001 and no claims have been assessed and are unpaid with respect to such
taxes except as set forth in Schedule 3.1(e) or as otherwise shown in the
financial statements referred to in Section 3.1(c) above.

     (f)
Use of Proceeds. The proceeds of the Loans hereunder shall be used solely
by the Borrower to (i) refinance existing Indebtedness and (ii) provide for
working capital and other general corporate purposes.

     (g)
Compliance with OFAC Rules and Regulations. None of the Borrower, any
Subsidiary of the Borrower or any Affiliate of the Borrower (i) is a Sanctioned
Person, (ii) has more than 15% of its assets in Sanctioned Countries, or (iii)
derives more than 15% of its operating income from investments in, or
transactions with Sanctioned Persons or Sanctioned Countries. No part of the
proceeds of any Extension of Credit hereunder will be used directly or
indirectly to fund any operations in, finance any investments or activities in
or make any payments to, a Sanctioned Person or a Sanctioned Country.

42





ARTICLE
IV

CONDITIONS
PRECEDENT

     Section 4.1 Conditions to Closing Date and Initial
Loans.

     This
Agreement shall become effective upon, and the obligation of each Lender to make
the initial Extension of Credit on the Closing Date is subject to, the
satisfaction of the following conditions precedent:

     (a) Execution of Agreement. The
Administrative Agent shall have received (i) counterparts of this Agreement,
executed by a duly authorized officer of each party hereto and (ii) for the
account of each Lender, Notes, in each case conforming to the requirements of
this Agreement and executed by a duly authorized officer of the
Borrower.

     (b) Resolutions. Copies of
resolutions of the board of directors of the Borrower approving the transactions
contemplated herein and authorizing the execution and delivery of the Credit
Documents, certified by an officer of the Borrower as of the Closing Date to be
true and correct and in force and effect as of such date.

     (c) Legal Opinions of Counsel.
The Administrative Agent shall have received an opinion of legal counsel for the
Borrower, dated the Closing Date and addressed to the Administrative Agent and
the Lenders, in form and substance acceptable to the Administrative
Agent.

     (d) Fees. The Administrative
Agent and the Lenders shall have received all fees owing to them.

     (e) Account Designation Letter.
The Administrative Agent shall have received the executed Account Designation
Letter in the form of Schedule 1.1(a)
hereto.

     (f) Patriot Act Certificate. The Administrative Agent
shall have received a certificate satisfactory thereto, for benefit of itself
and the Lenders, provided by the Borrower that sets forth information required
by the Patriot Act (as defined in Section 9.18) including, without
limitation, the identity of the Borrower, the name and address of the Borrower
and other information that will allow the Administrative Agent or any Lender, as
applicable, to identify the Borrower in accordance with the Patriot
Act.

     (g)
Additional Matters. All other documents and legal matters in connection
with the transactions contemplated by this Agreement shall be reasonably
satisfactory in form and substance to the Administrative Agent and its
counsel.

     Section
4.2 Conditions to All Extensions of
Credit.

     The obligation of each Lender to
make any Extension of Credit hereunder is subject to the satisfaction of the
following conditions precedent on the date of making such Extension of
Credit:

43





     (a) Representations and
Warranties. The representations and warranties made by the Borrower herein
or which are contained in any certificate furnished at any time under or in
connection herewith shall be true and correct in all material respects on and as
of the date of such Extension of Credit as if made on and as of such date (or,
if any such representation or warranty is expressly stated to have been made as
of a specific date, as of such specific date), except that for the purposes of
this Section 4.2(a), the representations and
warranties contained in Section 3.1(c) shall be
deemed to refer to the most recent statements furnished pursuant to Section 5.1(a); and

     (b) No Default or Event of
Default. No Default or Event of Default shall have occurred and be
continuing on such date or after giving effect to the Extension of Credit to be
made on such date unless such Default or Event of Default shall have been waived
in accordance with this Agreement.

     Each
request for an Extension of Credit and each acceptance by the Borrower of any
such Extension of Credit shall be deemed to constitute a representation and
warranty by the Borrower as of the date of such Extension of Credit that the
applicable conditions in paragraphs (a) and (b) of this Section have been satisfied.

ARTICLE
V

AFFIRMATIVE
COVENANTS

     Section 5.1 The Borrower
covenants and agrees that from the date hereof until the termination of the
Commitments and the payment in full of the Obligations, it will:

(a) Financial Reports and Other
Data.

     (i) As soon as practicable and in any
event within 45 days after the end of each of the first three quarterly periods
of each Fiscal Year of the Borrower, deliver to the Administrative Agent and
each Lender (A) a consolidated balance sheet of the Borrower and its
Subsidiaries as at the end of such quarterly period, and related consolidated
statements of income, shareholders’ equity, comprehensive income and cash flows
for such quarterly period and for the period from the beginning of the current
Fiscal Year to the end of such quarterly period, setting forth in comparative
form figures for the corresponding periods in the preceding Fiscal Year, all to
be in reasonable detail and certified by an Authorized Officer to have been
prepared in accordance with GAAP, subject only to changes resulting from normal,
recurring year end adjustments; and (B) computations demonstrating compliance
with the provisions of Sections 5.1(1), 5.1(m) and 6.1(a) hereof,
certified by an Authorized Officer to be true and correct and to have been
prepared from the foregoing quarterly statements;

     (ii) As soon as practicable and in any event within 90 days
after each Fiscal Year End, deliver to the Administrative Agent and each Lender
(A) a consolidated balance sheet of the Borrower and its Subsidiaries as at such
Fiscal Year End, and related consolidated statements of income, shareholders’
equity, comprehensive income and cash flows for such Fiscal Year, setting forth
in each case in comparative form corresponding figures from the preceding annual
statements, all in reasonable detail and satisfactory in scope to the
Administrative Agent and each Lender, and audited by and containing (as to the
consolidated financial statements) an unqualified opinion of independent
certified public accountants of national standing as shall be satisfactory to
the Administrative Agent and (B) the computations required by Section
5.1(a)(i)(B) hereof;

44





     (iii) Deliver to the
Administrative Agent and each Lender a copy of each report filed by the Borrower
with the Securities and Exchange Commission pursuant to Section 13(a) or 14 of the
Securities Exchange Act of 1934, including each Annual Report on Form 10 K,
Quarterly Report on Form 10 Q, Current Report on Form 8 K (except for routine
quarterly earnings releases which are available through electronic media
dissemination on the internet), and definitive proxy statement, in each case
within 15 days of the filing thereof; and

     (iv) With reasonable promptness,
deliver such additional financial or other data as the Administrative Agent or
any Lender may reasonably request. Each Lender is hereby authorized to deliver a
copy of any financial statements or other information relating to the business
operations or financial condition of the Borrower and its Subsidiaries which may
be furnished to it or come to its attention pursuant to this Agreement or
otherwise, to any regulatory body or agency having jurisdiction over such
Lender.

     (b) Taxes and Liens. Promptly
pay, or cause to be paid, all taxes, assessments or other governmental charges
which may lawfully be levied or assessed upon the income or profits of the
Borrower, or any Subsidiary, or upon any property, real, personal or mixed,
belonging to the Borrower or any Subsidiary, or upon any part thereof, and also
any lawful claims for labor, material and supplies which, if unpaid, might
become a lien or charge against any such property; provided, however, neither
the Borrower nor any Subsidiary shall be required to pay any such tax,
assessment, charge, levy or claim so long as the validity thereof shall be
actively contested in good faith by proper proceedings and provided the Borrower
shall, if requested by any Lender, set up reserves therefor consistent with
Financial Accounting Standards Board Statement No. 5 and Accounting Principles
Board Statement No. 11 (such reserves not required to be separately funded); but
provided further that any such tax, assessment, charge, levy or claim shall be
paid forthwith upon the commencement of proceedings to foreclose any lien
securing the same unless such proceeding has been properly stayed.

     (c) Business and Existence. Do
or cause to be done all things necessary to preserve and to keep in full force
and effect its corporate existence, rights and franchises, trade names, patents,
trademarks and permits.

     (d) Insurance on Properties. Keep its business and
properties insured at all times with responsible insurance companies and carry
such types and amounts of insurance as are usually carried by corporations
engaged in the same or a similar business similarly situated.

45





     (e) Maintain Property. Maintain
its properties in good order and repair and, from time to time, make all needful
and proper repairs, renewals, replacements, additions and improvements
thereto.

     (f) Right of Inspection. Permit
any Lender, at its expense, to visit and inspect any of the properties,
corporate books and financial reports of the Borrower and its Subsidiaries in
the presence of a corporate officer of the Borrower or persons designated by
them and to discuss their affairs, finances and accounts with the principal
officers of the Borrower and their independent public accountants, all at such
reasonable times and as often as any Lender may reasonably request.

     (g) Observe all Laws. Conform
to and duly observe all laws, regulations and other valid requirements of any
regulatory authority with respect to the conduct of its business, violation of
which would materially adversely affect the operations or business of the
Borrower or any of its Subsidiaries.

     (h) Covenants Extended to
Restricted Subsidiaries. Cause each Restricted Subsidiary to do with respect
to itself, its business and its assets, each of the things required of the
Borrower in Sections 5.1(b) through 5.1(g) hereof.

     (i) Borrower’s Knowledge of
Default. Immediately give notice to each Lender of the occurrence of any
Default or Event of Default hereunder or under any other obligation representing
Indebtedness of the Borrower or any Restricted Subsidiary, of which the Borrower
or such Restricted Subsidiary has knowledge, specifying the nature thereof, the
period of existence thereof and what action the Borrower proposes to take with
respect thereto.

     (j) Judgments, etc. Immediately
give each Lender written notice of any judgment, attachment, levy, or execution
against the Borrower or any assets of the Borrower or any Subsidiary which
involves (i) an amount of $2,000,000 or more in excess of the amount covered by
insurance or book reserves, or (ii) an amount in excess of $15,000,000, and
establish or cause to be established appropriate and adequate reserves to cover
any such claim, levy, attachment, or execution in any amount satisfactory to its
independent certified public accountants.

     (k) ERISA. Comply with all requirements of ERISA
applicable to it and its Restricted Subsidiaries and furnish to each Lender as
soon as possible and in any event within 30 days after the Borrower or its
Restricted Subsidiaries or duly appointed administrator of a Plan knows or has
reason to know that any Reportable Event with respect to any Plan has occurred,
a statement of an Authorized Officer setting forth details as to such Reportable
Event and any action which the Borrower or its Restricted Subsidiaries proposes
to take with respect thereto, together with a copy of the notice of such
Reportable Event given to the PBGC or a statement that said notice will be filed
with the annual report to the United States Department of Labor with respect to
such Plan if such filing has been authorized.

46





     (l) Consolidated Fixed Charge
Ratio. Maintain at the end of each of the Borrower’s fiscal quarters, a
Consolidated Fixed Charge Ratio of at least 1.50 to 1.00.

     (m) Consolidated Leverage
Ratio. Maintain at the end of each of the Borrower’s fiscal quarters a
Consolidated Leverage Ratio of not greater than 4.00 to 1.00.

ARTICLE
VI

NEGATIVE
COVENANTS

     Section 6.1 The Borrower
covenants and agrees that from the date hereof until the termination of the
Commitments and the payment in full of the Obligations, it will not, nor will it
permit any Restricted Subsidiary to, either directly or indirectly:

     (a) Consolidated Funded Debt.
Incur, create, assume or guarantee, or otherwise become or be liable in respect
of any Indebtedness which would be included in Consolidated Funded Debt
except:

     (i) the Notes;

     (ii) Indebtedness existing as of the date hereof;
and

     (iii) additional Indebtedness
which in the aggregate when added to the Indebtedness evidenced by the Notes or
existing as of the date hereof, does not exceed 60% of Consolidated Total
Capitalization.

     (b) Restricted Subsidiary
Indebtedness. Incur, create, assume or guarantee or otherwise become liable
in respect of any Indebtedness of a Restricted Subsidiary except:

     (i) borrowings among the Borrower and the Restricted
Subsidiaries;

     (ii) extensions, renewals, or
replacements of Indebtedness existing as of the date hereof (without increasing
the principal amount thereof);

     (iii) Indebtedness directly
related to the acquisition or construction of Property or Equipment, but only to
the extent of the purchase price or cost thereof, or any Indebtedness assumed by
imposition of law in connection with the acquisition of an existing business;
or

     (iv) other Indebtedness in an
aggregate amount not exceeding 15% of Consolidated Tangible Net
Worth.

47





     (c) Limitations on Liens.
Incur, create, assume or permit to exist any Lien of any kind upon any of its
property now owned or hereafter acquired or assets of any character in an
aggregate amount in excess of 15% of Consolidated Tangible Net Worth, unless the
Notes are equally and ratably secured with the Indebtedness secured by such Lien
except that the following Liens shall not be included in making a determination
of the amount of Liens:

     (i) Liens for taxes or assessments or other
governmental charges or levies, either not yet due and payable or being
contested in good faith or to the extent that nonpayment thereof shall be
permitted;

     (ii) Liens created by or resulting from any
litigation or legal proceeding which is currently being contested in good faith
by appropriate proceedings;

     (iii) other Liens incidental to the normal
conduct of the business of the Borrower or any Restricted Subsidiary or the
ownership of its property which are not incurred in connection with the
incurrence of Indebtedness and which do not in the aggregate materially impair
the use of such property in the operation of the business of the Borrower, and
the Borrower and its Restricted Subsidiaries taken as a whole or the value of
such property for the purposes of such business;

     (iv) Liens existing at the time of the
issuance of the Notes;

     (v) the extension, renewal or replacement
of any Lien permitted by the foregoing subparagraph (iv) in respect of the same
property theretofore subject thereto or the extension, renewal or replacement
thereof (without increase of principal amount of the Indebtedness
secured);

     (vi) Liens granted by the Restricted
Subsidiaries in favor of the Borrower; and

     (vii) (A) any Lien on Property or Equipment
granted with respect to such Property or Equipment in connection with the
provision of all or a part of the purchase price or cost of the construction of
such Property or Equipment (but not in excess of the amount of such purchase
price or cost) created contemporaneously with, or within 120 days after, such
acquisition or the completion of such construction, or (B) any Lien on Property
or Equipment existing in such Property or Equipment at the time of acquisition
thereof, whether or not the debt secured thereby is assumed by the Borrower or
such Restricted Subsidiary, or (C) any Lien existing on the Property or
Equipment of a corporation at the time such corporation is merged into or
consolidated with the Borrower or a Restricted Subsidiary, or at the time of a
sale, lease or other disposition of the Properties or Equipment of a corporation
or firm as an entirety or substantially as an entirety to the Borrower or a
Restricted Subsidiary; provided however that the amount of any Lien permitted
under this subparagraph (vii) shall not exceed the fair market value of the
Property or Equipment covered by such Lien.

48 




     (d)
Consolidation, Merger or Reorganization. Enter into any transaction of
merger or consolidation except that (i) a Restricted Subsidiary may merge into
the Borrower or another Restricted Subsidiary, and (ii) the Borrower may merge
or consolidate with any corporation organized under the laws of any state in the
United States so long as (A) the resulting or surviving entity expressly assumes
the obligations of the Borrower under this Agreement and the Notes, (B) no
Default or Event of Default exists hereunder after giving effect to such merger
or consolidation, (C) the Borrower will be in compliance with the financial
covenants set forth in Sections 5.1 (l) and (m) on a pro forma
basis after giving effect to such merger or consolidation and (D) each Lender
consents to such merger or consolidation (such consent not to be unreasonably
withheld).

     (e) Sale of Assets, Dissolution,
Etc. Sell, assign, lease or otherwise dispose of all
or substantially all of its properties or assets (other than inventory), or any
of its notes, accounts or contract rights, or any assets or properties necessary
or desirable for the proper conduct of its business, or wind up, liquidate or
dissolve, or agree to any of the foregoing, or permit any Restricted Subsidiary
to do so, except, as to any such transaction, to the extent the total assets
involved do not exceed, together with any other assets involved in such
transactions during the same Fiscal Year, 10% of Consolidated Total Assets
determined as of the end of the last fiscal quarter prior to such
transaction.

Notwithstanding the foregoing, (x) any Restricted Subsidiary may sell,
lease, transfer, or otherwise dispose of its assets to the Borrower or any other
Restricted Subsidiary and such assets shall not be included in the foregoing
calculations, (y) the Borrower or any Restricted Subsidiary may sell, lease,
transfer or otherwise dispose of any investment that is not a Subsidiary and
such investment shall not be included in the foregoing calculations, and (z)
upon the Borrower’s giving notice to the Lenders of the intention of the
Borrower or any Restricted Subsidiary to sell, lease, transfer or otherwise
dispose of assets, for value, in an amount up to 25% of Consolidated Total
Assets as of the last fiscal quarter end prior to such notice, and to reinvest
the proceeds within one year following such transaction, the Borrower or any
Restricted Subsidiary may effect such transactions and the assets involved shall
not be included in any calculation set forth in the first paragraph of this
Section 6.1(e), unless (A) the Required Lenders fail to consent to the
proposed transactions within 10 days following the giving of said notice,
provided that such consent may not be unreasonably withheld, or (B) proceeds are
not reinvested within the one year period, in which case the assets involved in
the transaction shall be deemed transferred as of the expiration of such one
year period and included in the calculation set forth in the first paragraph of
this Section 6.1(e). Any breach of the covenant expressed in this
Section 6.1(e) may be cured by the prepayment, without penalty, of an
amount of the outstanding amount of the Notes as bears the same proportion to
the total outstanding amount of such Note as the net book value of the assets
conveyed in violation of this section shall be to the Consolidated Total Assets
of the Borrower as of the last fiscal quarter end prior to such
transaction.

     (f) Fiscal
Year. Change its Fiscal Year End.

49 




     (g)
Acquisitions. Acquire (whether pursuant to an acquisition of stock,
assets or otherwise) all or substantially all of the capital stock or assets of
any Person except that (i) the Borrower or a Restricted Subsidiary may acquire
all or substantially all of the capital stock or assets of any Restricted
Subsidiary and (ii) the Borrower or a Restricted Subsidiary may make any other
acquisition of all or substantially all of the capital stock or assets of any
other Person so long as (A) such acquisition has been approved by the Board of
Directors (or other comparable board or body) and/or shareholders of such other
Person, (B) no Event of Default exists hereunder after giving effect to such
acquisition and (C) the Borrower will be in compliance with the financial
covenants set forth in Sections 5.1(l) and (m) on a pro forma
basis after giving effect to such acquisition.

     (h) Restricted Payment. Permit the Borrower to make any Restricted Payment, except the
Borrower may make a Restricted Payment so long as (i) no Event of Default exists
hereunder after giving effect to such Restricted Payment and (ii) the Borrower
will be in compliance with the financial covenants set forth in Sections 5.1(l) and (m) on a pro forma basis after giving
effect to such Restricted Payment.

     (i) Restricted
Subsidiaries. Create or permit to exist any Restricted Subsidiary except (i)
a Restricted Subsidiary that is wholly-owned, directly or indirectly, by the
Borrower, or (ii) a Real Estate Subsidiary.

ARTICLE
VII

EVENTS OF
DEFAULT

     Section 7.1 Events of Default.

     An
Event of Default shall exist upon the occurrence of any of the following
specified events (each an “Event of
Default”):

     (a) (i) Non payment when due, whether by
acceleration or otherwise, of any principal payment on any Note or (ii) failure
to reimburse the applicable Issuing Lender for any LOC Obligations after receipt
of notice by the Borrower from the Issuer that such LOC Obligations are due and
payable, whether by acceleration or otherwise;

     (b) Non payment, within five Business Days
after the due date, of interest on any Note, or of any premium, fee or other
charge under this Agreement;

     (c) A breach or failure of performance by
the Borrower or any Subsidiary of any provision of this Agreement which is not
remedied within 30 days after written notice from any Lender;

     (d) A representation or warranty by the
Borrower is false or erroneous in any material respect on the date as of which
made;

     (e) The Borrower or a Restricted
Subsidiary: (i) files a petition or has a petition filed against it under the
Bankruptcy Code or any proceeding for the relief of insolvent debtors; (ii)
generally fails to pay its debts as such debts become due; (iii) has a custodian
appointed for it or its assets; (iv) benefits from or is subject to the entry of
an order for relief by any court of insolvency; (v) makes an admission of
insolvency seeking the relief provided in the Bankruptcy Code or any other
insolvency law; (vi) makes an assignment for the benefit of creditors; (vii) has
a receiver appointed, voluntarily or otherwise, for its property; (viii)
suspends business; (ix) permits a judgment in the amount of $2,000,000 or more
to be obtained against it which is not subject to payment by applicable
insurance coverage or is not promptly paid or promptly appealed and secured
pending appeal; or (x) becomes insolvent, however otherwise
evidenced;

50 




     (f) Failure by the Borrower or a Restricted
Subsidiary to pay when due, or within any applicable grace period, any amount
owing on account of Indebtedness in an aggregate amount in excess of $5,000,000
at any one time or the failure by the Borrower or a Restricted Subsidiary to
observe or perform any covenant or undertaking on its part to be observed or
performed in any agreement or agreements evidencing, securing or relating to
such Indebtedness, resulting in any such case in an event of default or
acceleration by the holder of such Indebtedness of the date on which such
Indebtedness would otherwise be due and payable;

     (g) Any Restricted Subsidiary of the
Borrower is directly or indirectly restricted, limited or prohibited from making
any dividends, distributions or advances to the Borrower which restriction,
limitation or prohibition is not remedied within 30 days after notice from any
Lender; provided,
however, that this clause (g)
shall not prohibit any negative pledge or transfer restriction incurred or
provided in favor of any holder or holders of any Lien permitted by
Section 6.1(c) solely to the
extent such negative pledge or transfer restriction relates to (i) the property
subject to such Lien or (ii) the proceeds of such property;

     (h) If the Borrower or a Restricted
Subsidiary shall become a party to merger, consolidation or other reorganization
with any other Person (including a de facto merger by which all or substantially
all of the property or assets of another Person are acquired) which results in a
Change in Control of the Borrower except:

     (i) a merger with a Restricted Subsidiary
or other domestic Subsidiary in which the Borrower is the surviving or
continuing corporation,

     (ii) a merger
between or among Restricted Subsidiaries, and

     (iii) a merger, consolidation or other
reorganization through which the Borrower acquires a business which becomes a
Subsidiary of the Borrower, provided that no Event of Default exists hereunder
after giving effect to such merger, consolidation or other
reorganization.

     Section 7.2 Acceleration;
Remedies.

     Upon the occurrence of an Event of Default, then, and in any such
event, (a) if such event is an Event of Default specified in Section 7.1(e)(i) above, automatically
the Commitments shall immediately terminate and the Loans (with accrued interest
thereon), and all other amounts under the Credit Documents shall immediately
become due and payable, the Administrative Agent shall have the right to enforce
any and all other rights and interests created and existing under the Credit
Documents, including, without limitation, all rights of set-off (subject
to Section
9.7(c)), and the Administrative
Agent shall have the right to enforce any and all other rights and remedies of a
creditor under applicable law, and (b) if such event is any other Event of
Default, with the written consent of the Required Lenders, the Administrative
Agent may, or upon the written request of the Required Lenders, the
Administrative Agent shall, by notice to the Borrower, take any or all of the
following actions: 

51 




(i) declare the Commitments to be
terminated forthwith, whereupon the Commitments shall immediately terminate;
(ii) declare the Loans (with accrued interest thereon) and all other amounts
owing under this Agreement and the Notes to be due and payable forthwith and
direct the Borrower to pay to the Administrative Agent cash collateral as
security for the LOC Obligations for subsequent drawings under then outstanding
Letters of Credit in an amount equal to the maximum amount of which may be drawn
under Letters of Credit then outstanding, whereupon the same shall immediately
become due and payable; (iii) enforce any and all other rights and interests
created and existing under the Credit Documents, including, without limitation,
all rights of set-off; and (iv) enforce any and all other rights and remedies of
a creditor under applicable law. Except as expressly provided above in this
Section 7.2, presentment, demand, protest and all
other notices of any kind are hereby expressly waived.

ARTICLE
VIII

THE AGENT

     Section 8.1 Appointment.

     Each Lender hereby irrevocably designates and appoints Wachovia Bank,
National Association as the Administrative Agent of such Lender under this
Agreement, and each such Lender irrevocably authorizes Wachovia Bank, National
Association, as the Administrative Agent for such Lender, to take such action on
its behalf under the provisions of this Agreement and to exercise such powers
and perform such duties as are expressly delegated to the Administrative Agent
by the terms of this Agreement, together with such other powers as are
reasonably incidental thereto. Notwithstanding any provision to the contrary
elsewhere in this Agreement, the Administrative Agent shall not have any duties
or responsibilities, except those expressly set forth herein, or any fiduciary
relationship with any Lender, and no implied covenants, functions,
responsibilities, duties, obligations or liabilities shall be read into this
Agreement or otherwise exist against the Administrative
Agent.

     Section 8.2 Delegation of Duties.

     The
Administrative Agent may execute any of its duties under this Agreement by or
through agents or attorneys-in-fact and shall be entitled to advice of counsel
concerning all matters pertaining to such duties. The Administrative Agent shall
not be responsible for the negligence or misconduct of any agents or
attorneys-in-fact selected by it with reasonable care. Without limiting the
foregoing, the Administrative Agent may appoint one of its Affiliates as its
agent to perform the functions of the Administrative Agent hereunder relating to
the advancing of funds to the Borrower and distribution of funds to the Lenders
and to perform such other related functions of the Administrative Agent
hereunder as are reasonably incidental to such functions.

52 




     Section 8.3 Exculpatory
Provisions.

     Neither the Administrative Agent nor any of its officers, directors,
employees, agents, attorneys-in-fact or affiliates shall be (i) liable for any
action lawfully taken or omitted to be taken by it or such Person under or in
connection with this Agreement (except for its or such Person’s own gross
negligence or willful misconduct) or (ii) responsible in any manner to any of
the Lenders for any recitals, statements, representations or warranties made by
any Borrower or any officer thereof contained in this Agreement or in any
certificate, report, statement or other document referred to or provided for in,
or received by the Administrative Agent under or in connection with, this
Agreement or for the value, validity, effectiveness, genuineness, enforceability
or sufficiency of any of the Credit Documents or for any failure of any Borrower
to perform its obligations hereunder or thereunder. The Administrative Agent
shall not be under any obligation to any Lender to ascertain or to inquire as to
the observance or performance by the Borrower of any of the agreements contained
in, or conditions of, this Agreement, or to inspect the properties, books or
records of the Borrower.

     Section 8.4 Reliance by Administrative
Agent.

     The
Administrative Agent shall be entitled to rely, and shall be fully protected in
relying, upon any note, writing, resolution, notice, consent, certificate,
affidavit, letter, cablegram, telegram, telecopy, telex or teletype message,
statement, order or other document or conversation believed by it in good faith
to be genuine and correct and to have been signed, sent or made by the proper
Person or Persons and upon advice and statements of legal counsel (including,
without limitation, counsel to the Borrower), independent accountants and other
experts selected by the Administrative Agent. The Administrative Agent may deem
and treat the payee of any Note as the owner thereof for all purposes unless (a)
a written notice of assignment, negotiation or transfer thereof shall have been
filed with the Administrative Agent and (b) the Administrative Agent shall have
received the written agreement of such assignee to be bound hereby as fully and
to the same extent as if such assignee were an original Lender party hereto, in
each case in form satisfactory to the Administrative Agent. The Administrative
Agent shall be fully justified in failing or refusing to take any action under
this Agreement unless it shall first receive such advice or concurrence of the
Required Lenders as it deems appropriate or it shall first be indemnified to its
satisfaction by the Lenders against any and all liability and expense which may
be incurred by it by reason of taking or continuing to take any such action. The
Administrative Agent shall in all cases be fully protected in acting, or in
refraining from acting, under any of the Credit Documents in accordance with a
request of the Required Lenders or all of the Lenders, as may be required under
this Agreement, and such request and any action taken or failure to act pursuant
thereto shall be binding upon all the Lenders and all future holders of the
Notes.

     Section 8.5 Notice of Default.

     The
Administrative Agent shall not be deemed to have knowledge or notice of the
occurrence of any Default or Event of Default hereunder unless the
Administrative Agent has received written notice from a Lender or the Borrower
referring to this Agreement, describing such Default or Event of Default and
stating that such notice is a “notice of default”. In the event that the
Administrative Agent receives such a notice, the Administrative Agent shall give
prompt notice thereof to the Lenders. 

53 




The Administrative Agent shall
take such action with respect to such Default or Event
of Default as shall be reasonably directed by the Required Lenders; provided, however, that
unless and until the Administrative Agent shall have received such directions,
the Administrative Agent may (but shall not be obligated to) take such action,
or refrain from taking such action, with respect to such Default or Event of
Default as it shall deem advisable in the best interests of the Lenders except
to the extent that this Credit Agreement expressly requires that such action be
taken, or not taken, only with the consent or upon the authorization of the
Required Lenders, or all of the Lenders, as the case may be.

     Section 8.6 Non-Reliance on Administrative Agent and Other
Lenders.

     Each Lender expressly acknowledges that neither the Administrative
Agent nor any of its officers, directors, employees, agents, attorneys-in-fact
or affiliates has made any representation or warranty to it and that no act by
the Administrative Agent hereinafter taken, including any review of the affairs
of the Borrower, shall be deemed to constitute any representation or warranty by
the Administrative Agent to any Lender. Each Lender represents to the
Administrative Agent that it has, independently and without reliance upon the
Administrative Agent or any other Lender, and based on such documents and
information as it has deemed appropriate, made its own appraisal of and
investigation into the business, operations, property, financial and other
condition and creditworthiness of the Borrower and made its own decision to make
its Loans hereunder and enter into this Agreement. Each Lender also represents
that it will, independently and without reliance upon the Administrative Agent
or any other Lender, and based on such documents and information as it shall
deem appropriate at the time, continue to make its own credit analysis,
appraisals and decisions in taking or not taking action under this Agreement,
and to make such investigation as it deems necessary to inform itself as to the
business, operations, property, financial and other condition and
creditworthiness of the Borrower and its Subsidiaries. Except for notices,
reports and other documents expressly required to be furnished to the Lenders by
the Administrative Agent hereunder, the Administrative Agent shall not have any
duty or responsibility to provide any Lender with any credit or other
information concerning the business, operations, property, condition (financial
or otherwise), prospects or creditworthiness of the Borrower which may come into
the possession of the Administrative Agent or any of its officers, directors,
employees, agents, attorneys-in-fact or affiliates.

     Section 8.7 Indemnification.

     The
Lenders agree to indemnify the Administrative Agent in its capacity hereunder
(to the extent not reimbursed by the Borrower and without limiting the
obligation of the Borrower to do so), ratably according to their respective
Commitment Percentages in effect on the date on which indemnification is sought
under this Section, from
and against any and all liabilities, obligations, losses, damages, penalties,
actions, judgments, suits, costs, expenses or disbursements of any kind
whatsoever which may at any time (including, without limitation, at any time
following the payment of the Notes) be imposed on, incurred by or asserted
against the Administrative Agent in any way relating to or arising out of any
Credit Document or any documents contemplated by or referred to herein or
therein or the transactions contemplated hereby or thereby or any action taken
or omitted by the Administrative Agent under or in connection with any of the
foregoing; provided, however,
that no Lender shall be liable for the payment of any portion of such
liabilities, obligations, losses, damages, penalties, actions, judgments, suits,
costs, expenses or disbursements to the extent resulting from the Administrative
Agent’s gross negligence or willful misconduct, as determined by a court of
competent jurisdiction. The agreements in this Section
8.7 shall survive the termination of this Agreement and payment of
the Notes and all other amounts payable hereunder.

54 




     Section 8.8 Administrative Agent in Its Individual
Capacity.

     The
Administrative Agent and its affiliates may make loans to, accept deposits from
and generally engage in any kind of business with the Borrower as though the
Administrative Agent were not the Administrative Agent hereunder. With respect
to its Loans made or renewed by it and any Note issued to it, the Administrative
Agent shall have the same rights and powers under this Agreement as any Lender
and may exercise the same as though it were not the Administrative Agent, and
the terms “Lender” and “Lenders” shall include the Administrative Agent in its
individual capacity.

     Section 8.9 Successor Administrative
Agent.

     The
Administrative Agent may resign as Administrative Agent upon 30 days’ prior
notice to the Borrower and the Lenders. If the Administrative Agent shall resign
as Administrative Agent under this Agreement and the Notes, then the Required
Lenders shall appoint from among the Lenders a successor agent for the Lenders,
which successor agent shall be approved by the Borrower, so long as no Default
or Event of Default has occurred and is continuing, whereupon such successor
agent shall succeed to the rights, powers and duties of the Administrative
Agent, and the term “Administrative Agent” shall mean such successor agent
effective upon such appointment and approval, and the former Administrative
Agent’s rights, powers and duties as Administrative Agent shall be terminated,
without any other or further act or deed on the part of such former
Administrative Agent or any of the parties to this Agreement or any holders of
the Notes. If no successor Administrative Agent has accepted appointment as
Administrative Agent within sixty (60) days after the retiring Administrative
Agent’s giving notice of resignation, the retiring Administrative Agent’s
resignation shall nevertheless become effective and the Lenders shall perform
all duties of the Administrative Agent hereunder until such time, if any, as the
Required Lenders appoint a successor Administrative Agent as provided for above.
After any retiring Administrative Agent’s resignation as Administrative Agent,
the provisions of this Section 8.9 shall inure to its benefit as to any actions taken or omitted to be
taken by it while it was Administrative Agent under this
Agreement.

ARTICLE
IX

MISCELLANEOUS

     Section 9.1 Amendments and
Waivers.

     Neither this Agreement, nor any of the Notes, nor any of the other
Credit Documents, nor any terms hereof or thereof may be amended, supplemented,
waived or modified except in accordance with the provisions of this
Section nor may be released
except as specifically provided herein or in accordance with the provisions of
this Section 9.1.


55 




The Required Lenders may, or,
with the written consent of the Required Lenders, the Administrative Agent may,
from time to time, (a) enter into with the Borrower
written amendments, supplements or modifications hereto and to the other Credit
Documents for the purpose of adding any provisions to this Agreement or the
other Credit Documents or changing in any manner the rights or obligations of
the Lenders or of the Borrower hereunder or thereunder or (b) waive, on such
terms and conditions as the Required Lenders may specify in such instrument, any
of the requirements of this Agreement or the other Credit Documents or any
Default or Event of Default and its consequences; provided, however, that no
such waiver and no such amendment, waiver, supplement or modification
shall:

     (i) reduce the amount or extend the
scheduled date of maturity of any Loan or Note (other than in accordance
with Section 2.22), or
any installment thereon, or reduce the stated rate of any interest or fee
payable hereunder (other than interest at the increased post-default rate) or
extend the scheduled date of any payment thereof or increase the amount or
extend the expiration date of any Lender’s Commitment, in each case without the
written consent of each Lender directly affected thereby; or

     (ii) amend, modify or waive any provision of
this Section 9.1, or
reduce the percentage specified in the definition of Required Lenders, without
the written consent of all the Lenders; or

     (iii) amend, modify or waive any provision of
Article VIII without the written consent of the then Administrative Agent;
or

     (iv) amend, modify or waive the requirement
that any issue be resolved or determined with the consent, approval or upon the
request of the Required Lenders or all Lenders, without the written consent of
all of the Lenders to the change of such voting requirement and, provided, further, that no amendment, waiver or
consent affecting the rights or duties of the Administrative Agent under any
Credit Document shall in any event be effective, unless in writing and signed by
the Administrative Agent, as applicable, in addition to the Lenders required
hereinabove to take such action.

     Any
such waiver, any such amendment, supplement or modification and any such release
shall apply equally to each of the Lenders and shall be binding upon the
Borrower, the Lenders, the Administrative Agent and all future holders of the
Notes. In the case of any waiver, the Borrower, the Lenders and the
Administrative Agent shall be restored to their former position and rights
hereunder and under the outstanding Loans and Notes and other Credit Documents,
and any Default or Event of Default waived shall be deemed to be cured and not
continuing; but no such waiver shall extend to any subsequent or other Default
or Event of Default, or impair any right consequent thereon.

     Notwithstanding any of the foregoing to the contrary, the consent of
the Borrower shall not be required for any amendment, modification or waiver of
the provisions of Article VIII (other than the provisions of Section 8.9 or any such amendment,
modification or waiver which adversely impacts the Borrower); provided, however, that the Administrative Agent
will provide written notice to the Borrower of any such amendment, modification
or waiver. 

56 




In addition, the Borrower and the Lenders hereby authorize the Administrative
Agent to modify this Credit Agreement by unilaterally amending or supplementing
Schedule 2.1(a) from time to time in the manner
requested by the Borrower, the Administrative Agent or any Lender in order to
reflect any assignments or transfers of the Loans as provided for hereunder;
provided, however,
that the Administrative Agent shall promptly deliver a copy of any such
modification to the Borrower and each Lender.

     Notwithstanding the fact that the consent of all the Lenders is
required in certain circumstances as set forth above, each Lender is entitled to
vote as such Lender sees fit on any bankruptcy reorganization plan that affects
the Loans, and each Lender acknowledges that the provisions of Section 1126(c)
of the Bankruptcy Code supersede the unanimous consent provisions set forth
herein.

     Section 9.2 Notices.

     Except as otherwise provided in Article II, all notices, requests and
demands to or upon the respective parties hereto to be effective shall be in
writing (including by telecopy), and, unless otherwise expressly provided
herein, shall be deemed to have been duly given or made (a) when delivered by
hand, (b) when transmitted via telecopy (or other facsimile device) to the
number set out herein, (c) the day following the day on which the same has been
delivered prepaid or pursuant to an invoice arrangement to a reputable national
overnight air courier service, or (d) the fifth Business Day following the day
on which the same is sent by certified or registered mail, postage prepaid, in
each case, addressed as follows in the case of the Borrower and the
Administrative Agent, and as set forth on Schedule
9.2 in the case of the Lenders, or to such other
address as may be hereafter notified by the respective parties hereto and any
future holders of the Notes:

	     	The Borrower: 	 	Ruddick Corporation 301 
South
      Tryon Street 
Suite 1800 
Charlotte, NC 28202
Attention: Vice President and Treasurer 
Telecopier:
      (704) 372-6409 
Telephone: (704) 372-5404
	 	 	 	 
		The Administrative Agent:
    		
      Wachovia Bank, National
      Association 
301 South College Street 
NC 5562 
Charlotte, NC
      28288 
Attn. Jorge Gonzalez
Telecopier: (704) 383-8461 
Telephone: (704)
      383-6647



57 




     Section 9.3 No Waiver; Cumulative
Remedies.

     No failure to exercise and
no delay in exercising, on the part of the Administrative Agent or any Lender,
any right, remedy, power or privilege hereunder shall operate as a waiver
thereof; nor shall any single or partial exercise of any right, remedy,
power or privilege hereunder preclude any other or further exercise thereof or
the exercise of any other right, remedy, power or privilege. The rights,
remedies, powers and privileges herein provided are cumulative and not exclusive
of any rights, remedies, powers and privileges provided by
law.

     Section 9.4 Survival of Representations and
Warranties.

     All
representations and warranties made hereunder and in any document, certificate
or statement delivered pursuant hereto or in connection herewith shall survive
the execution and delivery of this Agreement and the Notes and the making of the
Loans, provided that all such representations and warranties shall terminate on
the date upon which the Commitments have been terminated and all amounts owing
hereunder and under any Notes have been paid in full.

     Section 9.5 Payment of Expenses and
Taxes.

     The
Borrower agrees (a) to pay or reimburse the Administrative Agent and each Lender
for all their respective reasonable out-of-pocket costs and expenses incurred in
connection with the development, preparation, negotiation, printing and
execution of, and any amendment, supplement or modification to, this Agreement
and the other Credit Documents and any other documents prepared in connection
herewith or therewith, and the consummation and administration of the
transactions contemplated hereby and thereby, together with the reasonable fees
and disbursements of counsel to the Administrative Agent and each Lender, (b) to
pay or reimburse each Lender and the Administrative Agent for all its reasonable
costs and expenses incurred in connection with the enforcement or preservation
of any rights under this Agreement, the Notes and any such other documents,
including, without limitation, the reasonable fees and disbursements of counsel
to the Administrative Agent and to the Lenders (including reasonable allocated
costs of in-house legal counsel), (c) on demand, to pay, indemnify, and hold
each Lender and the Administrative Agent harmless from, any and all recording
and filing fees and any and all liabilities with respect to, or resulting from
any delay in paying, stamp, excise and other similar taxes, if any, which may be
payable or determined to be payable in connection with the execution and
delivery of, or consummation or administration of any of the transactions
contemplated by, or any amendment, supplement or modification of, or any waiver
or consent under or in respect of, the Credit Documents and any such other
documents, and (d) to pay, indemnify, and hold each Lender and the
Administrative Agent and their Affiliates harmless from and against, any and all
other liabilities, obligations, losses, damages, penalties, actions, judgments,
suits, costs, expenses or disbursements of any kind or nature whatsoever with
respect to the execution, delivery, enforcement, performance and administration
of the Credit Documents and any such other documents and the use, or proposed
use, of proceeds of the Loans (all of the foregoing, collectively, the
“indemnified liabilities”); provided, however,
that the Borrower shall not have any obligation hereunder to the Administrative
Agent, any Lender or any such Affiliate with respect to indemnified liabilities
arising from the negligence or willful misconduct of the Administrative Agent,
any such Lender or any such Affiliate, as determined by a court of competent
jurisdiction. The agreements in this Section
9.5 shall survive repayment or assignment of the
Loans, the Notes and all other amounts payable hereunder.

58 




     Section 9.6 Successors and Assigns; Participations; Purchasing
Lenders.

     (a) This Agreement shall be binding upon
and inure to the benefit of the Borrower, the Lenders, the Administrative Agent,
all future holders of the Notes and their respective successors and assigns,
except that the Borrower may not assign or transfer any of its rights or
obligations under this Agreement or the other Credit Documents without the prior
written consent of each Lender.

     (b) Subject to the conditions set forth in
the proviso below, any Lender may, in accordance with applicable law, sell or
assign to any Lender or any affiliate thereof or special purpose entity created
thereby or to one or more additional banks or financial institutions (each a
“Purchasing Lender”) all
or any part of its rights and obligations under this Agreement and the Notes
pursuant to a Commitment Transfer Supplement executed by such Purchasing Lender
and such transferor Lender (and the Administrative Agent and/or the Borrower if
the consent of the Administrative Agent and/or the Borrower is required pursuant
to the terms of the proviso set forth below) and delivered to the Administrative
Agent for its acceptance and recording in the Register; provided, however, that:

     (i) the Administrative Agent and, so long
as no Event of Default has occurred and is continuing, the Borrower shall have
consented to any such sale or assignment (such consents not to be unreasonably
withheld), such sales or assignments to include any sale or assignment described
in subsection (ii) below;

     (ii) so long as no Event of Default has
occurred and is continuing, (A) each original Lender hereto may make only one
such sale or assignment to a Purchasing Lender, and the amount of such sale or
assignment must be either all of the Commitment of such selling or assigning
Lender or less than 50% of the Commitment of such selling or assigning Lender
and (B) a Purchasing Lender may subsequently sell or assign its purchased
interest so long as the amount of such sale or assignment constitutes all of the
Commitment of such Purchasing Lender;

     (iii) such sales or assignments shall be in
minimum amounts of $5,000,000 with respect to Commitments and Loans (or, if
less, the entire amount of such selling or assigning Lender’s obligations;
and

     (iv) notwithstanding anything to the
contrary contained herein, any sale or assignment to an existing Lender
(including any sale or assignment pursuant to Section
2.18(b)) shall not require the consent of the
Administrative Agent or the Borrower nor shall any such sale or assignment be
subject to the minimum assignment amounts specified herein (except as required
by Section 2.18(b)).

Upon such execution, delivery,
acceptance and recording, from and after the Transfer Effective Date specified
in such Commitment Transfer Supplement, (x) the Purchasing Lender thereunder
shall be a party hereto and, to the extent provided in such Commitment Transfer
Supplement, have the rights and obligations of a Lender hereunder with a
Commitment as set forth therein, and (y) the transferor Lender thereunder shall,
to the extent provided in such Commitment Transfer Supplement, be released from
its obligations under this Agreement (and, in the case of a Commitment Transfer
Supplement covering all or the remaining portion of a transferor Lender’s rights
and obligations under this Agreement, such transferor Lender shall cease to be a
party hereto).

59 




Such Commitment Transfer
Supplement shall be deemed to amend this Agreement to the extent, and only to
the extent, necessary to reflect the addition of such Purchasing Lender and the
resulting adjustment of Commitment Percentages arising from the purchase by such
Purchasing Lender of all or a portion of the rights and obligations of such
transferor Lender under this Agreement and the Notes. On or prior to the
Transfer Effective Date specified in such Commitment Transfer Supplement, the
Borrower, at its own expense, shall execute and deliver to the Administrative
Agent in exchange for the Notes delivered to the Administrative Agent pursuant
to such Commitment Transfer Supplement a new Note to the order of such
Purchasing Lender in an amount equal to the Commitment assumed by it pursuant to
such Commitment Transfer Supplement and, unless the transferor Lender has not
retained a Commitment hereunder, a new Note to the order of the transferor
Lender in an amount equal to the Commitment retained by it hereunder. Such new
Notes shall be dated the Closing Date and shall otherwise be in the form of the
Notes replaced thereby. The Notes surrendered by the transferor Lender shall be
returned by the Administrative Agent to the Borrower marked
“canceled”.

     (c) The Administrative Agent shall maintain
at its address referred to in Section 9.2
a copy of each Commitment Transfer Supplement delivered to it
and a register (the “Register”) for the recordation of the names and addresses of the Lenders and
the Commitment of, and principal amount of the Loans owing to, each Lender from
time to time. The entries in the Register shall be conclusive, in the absence of
manifest error, and the Borrower, the Administrative Agent and the Lenders may
treat each Person whose name is recorded in the Register as the owner of the
Loan recorded therein for all purposes of this Agreement. The Register shall be
available for inspection by the Borrower or any Lender at any reasonable time
and from time to time upon reasonable prior notice.

     (d) Upon its receipt of a duly executed
Commitment Transfer Supplement, together with payment to the Administrative
Agent by the transferor Lender or the Purchasing Lender, as agreed between them,
of a registration and processing fee of $3,500 for each Purchasing Lender listed
in such Commitment Transfer Supplement and the Notes subject to such Commitment
Transfer Supplement, the Administrative Agent shall (i) accept such Commitment
Transfer Supplement, (ii) record the information contained therein in the
Register and (iii) give prompt notice of such acceptance and recordation to the
Lenders and the Borrower.

     (e) The Borrower
authorizes each Lender to disclose to any Purchasing Lender (each, a
“Transferee”) and any prospective Transferee any and all financial
information in such Lender’s possession concerning the Borrower, its
Subsidiaries and its Affiliates which has been delivered to such Lender by or on
behalf of the Borrower pursuant to this Agreement or which has been delivered to
such Lender by or on behalf of the Borrower in connection with such Lender’s
credit evaluation of the Borrower and its Affiliates prior to becoming a party
to this Agreement, in each case subject to Section
9.17.

60 




     (f) At the time of each assignment pursuant
to this Section 9.6 to a
Person which is not already a Lender hereunder and which is not a United States
person (as such term is defined in Section 7701(a)(30) of the Code) for Federal
income tax purposes, the respective assignee Lender shall provide to the
Borrower and the Administrative Agent the appropriate Internal Revenue Service
Forms (and, if applicable, a 2.17 Certificate) described in Section 2.17.

     (g) Nothing herein shall prohibit any
Lender from pledging or assigning any of its rights under this Agreement
(including, without limitation, any right to payment of principal and interest
under any Note) to any Federal Reserve Bank in accordance with applicable
laws.

     (h) No Lender may assign any of its rights
or obligations under this Agreement or any other Credit Document except (i) in
accordance with the terms and provisions of Section
9.6(b) hereof or (ii) under the circumstances (and
subject to the restrictions) described in Section
2.18(b) or 9.6(g). No Lender may grant any
participation in any of its rights or obligations under this Agreement or any
other Credit Document except under the circumstances (and subject to the
restrictions) described in Sections 2.2(c) and 9.7(a).

     Section 9.7 Adjustments; Set-off.

     (a) Each Lender agrees that if any Lender
(a “Benefited Lender”)
shall at any time receive any payment of all or part of its Loans, or interest
thereon, or receive any collateral in respect thereof (whether voluntarily or
involuntarily, by set-off, pursuant to events or proceedings of the nature
referred to in Section 7.1(e), or otherwise) in a greater proportion than any such payment to or
collateral received by any other Lender, if any, in respect of such other
Lender’s Loans, or interest thereon, such benefited Lender shall purchase for
cash from the other Lenders a participating interest in such portion of each
such other Lender’s Loans, or shall provide such other Lenders with the benefits
of any such collateral, or the proceeds thereof, as shall be necessary to cause
such benefited Lender to share the excess payment or benefits of such collateral
or proceeds ratably with each of the Lenders; provided, however, that if all or any portion of
such excess payment or benefits is thereafter recovered from such benefited
Lender, such purchase shall be rescinded, and the purchase price and benefits
returned, to the extent of such recovery, but without interest. The Borrower
agrees that each Lender so purchasing a portion of another Lender’s Loans may
exercise all rights of payment (including, without limitation, rights of set-off
subject to paragraph (c) below), with respect to such portion as fully as if
such Lender were the direct holder of such portion.

     (b) In addition to any rights and remedies
of the Lenders provided by law (including, without limitation, other rights of
set-off), each Lender shall have the right, without prior notice to the
Borrower, any such notice being expressly waived by the Borrower to the extent
permitted by applicable law, upon the occurrence of any Event of Default, to
setoff and appropriate and apply any and all deposits (general or special, time
or demand, provisional or final), in any currency, and any other credits,
indebtedness or claims, in any currency, in each case whether direct or
indirect, absolute or contingent, matured or unmatured, at any time held or
owing by such Lender or any branch thereof to or for the credit or the account
of the Borrower, or any part thereof in such amounts as such Lender may elect,
against and on account of the obligations and liabilities of the Borrower to
such Lender hereunder and claims of every nature and description of such Lender
against the Borrower, in any currency, whether arising hereunder, under the
Notes or under any documents contemplated by or referred to herein or therein,
as such Lender may elect, whether or not such Lender has made any demand for
payment and although such obligations, liabilities and claims may be contingent
or unmatured.

61 




The aforesaid right of set-off may be exercised by such Lender against
the Borrower or against any trustee in bankruptcy, debtor in possession,
assignee for the benefit of creditors, receiver or execution, judgment or
attachment creditor of the Borrower, or against anyone else claiming through or
against the Borrower or any such trustee in bankruptcy, debtor in possession,
assignee for the benefit of creditors, receiver, or execution, judgment or
attachment creditor, notwithstanding the fact that such right of set-off shall
not have been exercised by such Lender prior to the occurrence of any Event of
Default. Each Lender agrees promptly to notify the Borrower and the
Administrative Agent after any such set-off and application made by such Lender;
provided, however,
that the failure to give such notice shall not affect the validity of such
set-off and application.

     (c) Nothing contained in this Agreement or
any other Credit Document shall be deemed to give the Administrative Agent or
any Lender any right of set-off or banker’s lien against any money or property
deposited with or to the account of, or otherwise held by, (i) any Affiliate of
any Lender, or (ii) any other Person other than a Lender. Each of the
Administrative Agent and each Lender hereby waives any right of set-off or
banker’s lien (whether arising under any Credit Document, any applicable law or
otherwise) against any money or property deposited with or to the account of, or
otherwise held by, (Y) any Affiliate of any Lender, or (Z) any other Person
other than a Lender, in each case to the extent such right of set-off or
banker’s lien may be deemed to secure any Obligation.

     Section 9.8 Table of Contents and Section
Headings.

     The
table of contents and the Section and subsection headings herein are intended for convenience only and
shall be ignored in construing this Agreement.

     Section 9.9 Counterparts.

     This Agreement may be executed by one or more of the parties to this
Agreement on any number of separate counterparts, and all of said counterparts
taken together shall be deemed to constitute one and the same instrument. A set
of the copies of this Agreement signed by all the parties shall be lodged with
the Borrower and the Administrative Agent.

     Section 9.10 Effectiveness.

     This Credit Agreement shall become effective on the date on which all
of the parties have signed a copy hereof (whether the same or different copies)
and shall have delivered the same to the Administrative Agent pursuant to
Section 9.2 or, in the case of
the Lenders, shall have given to the Administrative Agent written, telecopied or
telex notice (actually received) at such office that the same has been signed
and mailed to it.

62 




     Section 9.11 Severability.

     Any
provision of this Agreement which is prohibited or unenforceable in any
jurisdiction shall, as to such jurisdiction, be ineffective to the extent of
such prohibition or unenforceability without invalidating the remaining
provisions hereof, and any such prohibition or unenforceability in any
jurisdiction shall not invalidate or render unenforceable such provision in any
other jurisdiction.

     Section 9.12 Integration.

     This
Agreement, the Notes and the other Credit Documents represent the agreement of
the Borrower, the Administrative Agent and the Lenders with respect to the
subject matter hereof, and there are no promises, undertakings, representations
or warranties by the Administrative Agent, the Borrower, or any Lender relative
to the subject matter hereof not expressly set forth or referred to herein or in
the Notes.

     Section 9.13 Governing Law.

     This
Agreement and the Notes and the rights and obligations of the parties under this
Agreement and the Notes shall be governed by, and construed and interpreted in
accordance with, the law of the State of North Carolina.

     Section 9.14 Consent to Jurisdiction and Service of
Process.

     All
judicial proceedings brought against any party with respect to this Agreement,
any Note or any of the other Credit Documents may be brought in any state or
federal court of competent jurisdiction in the State of North Carolina, and, by
execution and delivery of this Agreement, each of the Administrative Agent, each
Lender and the Borrower accepts, for itself and in connection with its
properties, generally and unconditionally, the non-exclusive jurisdiction of the
aforesaid courts and irrevocably agrees to be bound by any final judgment
rendered thereby in connection with this Agreement from which no appeal has been
taken or is available. Each of the Borrower, the Administrative Agent and each
Lender irrevocably agrees that all service of process in any such proceedings in
any such court may be effected by mailing a copy thereof by registered or
certified mail (or any substantially similar form of mail), postage prepaid, to
it at its address set forth in Section 9.2 or at
such other address of which the Administrative Agent or the Borrower shall have
been notified pursuant thereto, such service being hereby acknowledged by the
Administrative Agent, each Lender and the Borrower to be effective and binding
service in every respect. The Borrower, the Administrative Agent and the Lenders
irrevocably waive any objection, including, without limitation, any objection to
the laying of venue or based on the grounds of forum non conveniens which it may
now or hereafter have to the bringing of any such action or proceeding in any
such jurisdiction. Nothing herein shall affect the right to serve process in any
other manner permitted by law or shall limit the right of any party to bring
proceedings against any other party in the court of any other
jurisdiction.

63




     Section 9.15 Arbitration.

     (a) Notwithstanding the provisions of
Section 9.14 to the contrary, upon demand of any
party hereto, whether made before or within three (3) months after institution
of any judicial proceeding, any dispute, claim or controversy arising out of,
connected with or relating to this Agreement and other Credit Documents
(“Disputes”) between or among parties to this
Agreement shall be resolved by binding arbitration as provided herein.
Institution of a judicial proceeding by a party does not waive the right of that
party to demand arbitration hereunder. Disputes may include, without limitation,
tort claims, counterclaims, disputes as to whether a matter is subject to
arbitration, claims brought as class actions, claims arising from Credit
Documents executed in the future, or claims arising out of or connected with the
transaction reflected by this Agreement.

     Arbitration shall be conducted under and governed by the
Commercial Arbitration Rules (the “Arbitration
Rules”) of the American Arbitration Association (the “AAA”) and Title 9 of the U.S. Code provided, however, that notwithstanding any Arbitration
Rules to the contrary, the parties agree that: (i) no claim may be pursued by
any party in arbitration which is barred by the applicable statue of limitations
and the resolution of any statute of limitations defense to any claim asserted
shall be finally decided by a court having jurisdiction thereof and not by the
arbitrator(s) if timely and appropriately asserted before said court and shall
be subject to proceeding in such court by appropriate motion prior to the award
of the arbitrator or timely and appropriate motion after the rendering of the
arbitrators award; (ii) the arbitration shall be private and any award rendered
by the arbitrator(s) shall be kept confidential by the parties, it being agreed
that any claims arising out of or relating to this obligation, or the breach
thereof by any party, shall be settled by arbitration in accordance with the
terms of this Agreement; (iii) testimony by affidavit shall not be permitted in
the arbitration; (iv) if the arbitration involves claims or counterclaims,
either of which exceed $1,000,000, the dispute shall be heard by three
arbitrators; (v) hearsay evidence shall not be presented by the parties or
considered by the arbitrator(s), except that which would be permissible by the
North Carolina Rules of Evidence in effect at the time of the arbitration; (vi)
the parties shall have the right at least sixty (60) days in advance of the
arbitration hearing to inspect originals and receive copies of all documents to
be relied upon by the other party at the arbitration and shall also have the
right, upon thirty (30) days notice in writing to the other party, to request
and then inspect and copy all relevant documents, it being agreed that the
arbitrator(s) shall resolve any disputes concerning the relevance of documents
to be produced and that the documents produced or relied upon by any party shall
be subject to the same obligation of confidentiality set forth above; (vii) in
an arbitration where any claim or counterclaim exceeds $100,000, the parties
shall have the right to take the deposition of any party or their
representative(s) who have knowledge of any facts relating to the claims or
counterclaims asserted or the defenses related thereto; (viii) where one party
intends to rely upon the testimony of an expert or experts, the expert(s) must
be disclosed at least ninety (90) days in advance of the arbitration and the
other party shall have the right within thirty (30) days thereafter to take the
deposition of the expert upon payment of the expert’s reasonable fees for the
in-deposition time of the expert, it being agreed that the other party who did
not intend to use an expert until this disclosure occurred shall have thirty
(30) days after the deposition of the expert to disclose that party’s expert and
the other party shall be entitled to a deposition of the expert upon payment of
the expert’s reasonable fee for the in-deposition time of the expert; and (ix)
the arbitrator(s) shall be required to consider the law presented by any party
which that party considers to be applicable to any claims presented, and where a
legal issue exists which a party contends would result in dismissal of a claim
brought by any party, the arbitrator(s) shall make findings and conclusions with
respect to that issue upon request of any party.

64




Notwithstanding the foregoing, this arbitration provision does not apply
to any disputes under or related to swap agreements between the parties hereto,
said matter being reserved for the provisions provided for in said swap
agreements. All arbitration hearings shall be conducted in Charlotte, North
Carolina. A hearing shall begin within six months after the arbitration panel
has been selected and all hearings shall be concluded within nine months after
such selection. These time limitations may not be extended unless a party shows
cause for extension and then no more than a total extension of 90 days. All
applicable statutes of limitation shall apply to any Dispute. A judgment upon
the award may be entered in any court having jurisdiction. Arbitrators shall be
licensed attorneys selected from the Commercial Financial Dispute Arbitration
Panel of the AAA. The parties hereto do not waive applicable Federal or state
substantive law except as provided herein.

     (b) Notwithstanding the
preceding binding arbitration provisions, the Administrative Agent, the Lenders
and the Borrower agree to preserve, without diminution, certain remedies that
the Administrative Agent on behalf of the Lenders may employ or exercise freely,
independently or in connection with an arbitration proceeding or after an
arbitration action is brought. The Administrative Agent on behalf of the Lenders
shall have the right to proceed in any court of proper jurisdiction or by
self-help to exercise or prosecute the following remedies, as applicable (i) all
rights to foreclose against any real or personal property or other security by
exercising a power of sale granted under Credit Documents or under applicable
law or by judicial foreclosure and sale, including a proceeding to confirm the
sale; (ii) all rights of self-help including peaceful occupation of real
property and collection of rents, set-off (subject to Section 9.7(c)),
and peaceful possession of personal property; and (iii) obtaining provisional or
ancillary remedies including injunctive relief, sequestration, garnishment,
attachment, appointment of receiver and filing an involuntary bankruptcy
proceeding. Preservation of these remedies does not limit the power of an
arbitrator to grant similar remedies that may be requested by a party in a
Dispute.

     (c) The parties hereto agree
that they shall not have a remedy of punitive or exemplary damages against the
other in any Dispute and hereby waive any right or claim to punitive or
exemplary damages they have now or which may arise in the future in connection
with any Dispute whether the Dispute is resolved by arbitration or
judicially.

     (d) By execution and delivery of
this Agreement, each of the parties hereto accepts, for itself and in connection
with its properties, generally and unconditionally, the non-exclusive
jurisdiction relating to any arbitration proceedings conducted under the
Arbitration Rules in Charlotte, North Carolina and irrevocably agrees to be
bound by any final judgment rendered thereby in connection with this Agreement
from which no appeal has been taken or is available.

65




     Section 9.16 Waivers of Jury Trial.

     THE
BORROWER, THE ADMINISTRATIVE AGENT AND THE LENDERS HEREBY IRREVOCABLY AND
UNCONDITIONALLY WAIVE, TO THE EXTENT PERMITTED BY APPLICABLE LAW, TRIAL BY JURY
IN ANY LEGAL ACTION OR PROCEEDING RELATING TO THIS AGREEMENT OR ANY OTHER CREDIT
DOCUMENT AND FOR ANY COUNTERCLAIM THEREIN.

     Section 9.17
Confidentiality. Subject to the provisions of this Section 9.17, each of the Administrative Agent and the
Lenders severally hereby agrees to keep confidential all non-public information
pertaining to the Borrower or its Subsidiaries which is provided to it by the
Borrower or its Subsidiaries, and shall not intentionally disclose such
information to any Person except:

     (a) to the extent such information is
public when received by such Person or becomes public thereafter due to the act
or omission of any party other than such Person;

     (b) to the extent such information is
lawfully and independently obtained from a source other than the Borrower or any
of its Subsidiaries and such Person neither knows or has reason to know that
such information from such source is subject to an obligation of confidentiality
or, if such information is subject to an obligation of confidentiality, that
disclosure of such information is permitted;

     (c) to counsel, auditors, accountants
or agents retained by any such Person or any Affiliates of any such Person
provided they agree to keep such information confidential as if such Person or
Affiliate were party to this Agreement and to financial institution regulators,
including examiners of any Lender or the Administrative Agent in the course of
examinations of such Persons;

     (d) in connection with any litigation
or the enforcement or preservation of the rights of the Administrative Agent or
any Lender under the Credit Documents; provided, however, that in connection
with such litigation or enforcement or preservation of rights, the
Administrative Agent and Lenders at Borrower’s cost and expense (i) shall use
all reasonable efforts to preserve the confidentiality of all information
(including any information relating to the business of the Borrower or any of
its Subsidiaries) which, in the hands of any competitor of the Borrower or any
Subsidiary would reasonably be expected to be competitively damaging to the
Borrower or such Subsidiary, and (ii) shall support any effort of the Borrower
to intervene in any non-governmental third party litigation or other proceeding
to oppose any disclosure of information relating to the Borrower or its
Subsidiaries or to seek protective measures minimizing any such disclosure;
provided, further, there shall be no duty of confidentiality referenced in the
preceding subsection (i) or obligation to support an intervention in such
litigation by the Borrower as referenced in the preceding subsection (ii)
unless, in each case, the Administrative Agent and the Lenders (as applicable)
believe their respective positions in any such litigation would not be
compromised or hindered in any way by the actions described in such subsections
(i) and/or (ii);

66




     (e) to the extent required by any
applicable statute, rule or regulation or court order (including without
limitation by way of subpoena) or pursuant to the request of any regulatory or
Governmental Authority having jurisdiction over any such Person; provided,
however, that such Person at the Borrower’s cost and expense (i) shall endeavor
(if not otherwise prohibited by law) to so notify the Borrower prior to any
disclosure made pursuant to this clause (e), except that no such person shall be
subject to any liability whatsoever for any failure to notify the Borrower and
(ii) to the extent customary and reasonable within the financial institutions
industry shall support the Borrower in any effort to intervene in any proceeding
or before any such regulatory or Governmental Authority to oppose any such
disclosure or to seek protective measures minimizing any such disclosure;
provided, further, there shall be no obligation to support an intervention in
such proceeding by the Borrower as referenced in the preceding subsection (ii)
unless, in each case, the Administrative Agent and the Lenders (as applicable)
believe their respective positions in any such litigation would not be
compromised or hindered in any way by the actions described in such subsection
(ii);

     (f) the Administrative Agent may disclose such information to the
Lenders; or

     (g) to the extent disclosure to other
financial institutions or other Persons is appropriate in connection with any
proposed or actual assignment by any of the Lenders of interests in this
Agreement and any Note to such other financial institutions (to the extent
permitted by this Agreement) so long as such financial institution or other
Person first agrees in writing to hold such information in confidence in
accordance with the foregoing provisions of this Section
9.17.

     Section 9.18 Patriot Act
Notice. Each Lender and the Administrative Agent (for itself and not on
behalf of any other party) hereby notifies the Borrower that, pursuant to the
requirements of the USA Patriot Act, Title III of Pub. L. 107-56, signed into
law October 26, 2001 (the “Patriot Act”), it is
required to obtain, verify and record information that identifies the Borrower,
which information includes the name and address of the Borrower and other
information that will allow such Lender or the Administrative Agent, as
applicable, to identify the Borrower in accordance with the Patriot
Act.

67




     IN
WITNESS WHEREOF, each of the parties hereto have caused this Agreement to be
duly executed and delivered by its proper and duly authorized officers as of the
day and year first above written.

	
      BORROWER
	:	RUDDICK
      CORPORATION
	 		
	 		
	 	By:	 
		Name: Ronald H. Volger  
		Title: Vice President and Treasurer  






     IN
WITNESS WHEREOF, each of the parties hereto have caused this Agreement to be
duly executed and delivered by its proper and duly authorized officers as of the
day and year first above written.

	
      AGENT
	:	
      WACHOVIA BANK,
      NATIONAL ASSOCIATION,

			in its
      capacity as Administrative Agent
	 		
	 		
	 	By:	 
		Name:	 
		Title:	 






     IN
WITNESS WHEREOF, each of the parties hereto have caused this Agreement to be
duly executed and delivered by its proper and duly authorized officers as of the
day and year first above written.

	
      LENDERS
	:	
      WACHOVIA BANK,
      NATIONAL ASSOCIATION,

	 		
	 		
	 	By:	 
		Name:	 
		Title:	 




	
              
              
	 	
      WACHOVIA BANK, NATIONAL
      ASSOCIATION,

			as
      Swingline Lender
	 		
	 		
	 	By:	 
		Name:	 
		Title:	 






     IN
WITNESS WHEREOF, each of the parties hereto have caused this Agreement to be
duly executed and delivered by its proper and duly authorized officers as of the
day and year first above written.

	
         
	 	
      BRANCH BANKING &
      TRUST COMPANY

	 		
	 		
	 	By:	 
		Name:	 
		Title:	 






     IN
WITNESS WHEREOF, each of the parties hereto have caused this Agreement to be
duly executed and delivered by its proper and duly authorized officers as of the
day and year first above written.

	
         
	 	
      REGIONS
      BANK

	 		
	 		
	 	By:	 
		Name:	 
		Title:	 






     IN
WITNESS WHEREOF, each of the parties hereto have caused this Agreement to be
duly executed and delivered by its proper and duly authorized officers as of the
day and year first above written.

	
         
	 	
      RBC CENTURA
      BANK

	 		
	 		
	 	By:	 
		Name:	 
		Title:	 






     IN
WITNESS WHEREOF, each of the parties hereto have caused this Agreement to be
duly executed and delivered by its proper and duly authorized officers as of the
day and year first above written.

	
         
	 	
      BANK OF AMERICA,
      N.A.

	 		
	 		
	 	By:	 
		Name:	 
		Title:	 






     IN
WITNESS WHEREOF, each of the parties hereto have caused this Agreement to be
duly executed and delivered by its proper and duly authorized officers as of the
day and year first above written.

	
         
	 	
      JPMORGAN CHASE BANK,
      N.A.

	 		
	 		
	 	By:	 
		Name:	 
		Title:	 






     IN
WITNESS WHEREOF, each of the parties hereto have caused this Agreement to be
duly executed and delivered by its proper and duly authorized officers as of the
day and year first above written.

	
         
	 	
      COBANK

	 		
	 		
	 	By:	 
		Name:	 
		Title:	 






     IN
WITNESS WHEREOF, each of the parties hereto have caused this Agreement to be
duly executed and delivered by its proper and duly authorized officers as of the
day and year first above written.

	
         
	 	
      AGFIRST FARM CREDIT
      BANK

	 		
	 		
	 	By:	 
		Name:	 
		Title:	 






     IN
WITNESS WHEREOF, each of the parties hereto have caused this Agreement to be
duly executed and delivered by its proper and duly authorized officers as of the
day and year first above written. 

		FARM CREDIT BANK OF TEXAS  
		  
		  
		By: 
    	 
		Name: 	 
		Title:  	 






     IN
WITNESS WHEREOF, each of the parties hereto have caused this Agreement to be
duly executed and delivered by its proper and duly authorized officers as of the
day and year first above written. 

		U.S. AGBANK, FCB, AS DISCLOSED AGENT  
		  
		  
		By: 
    	 
		Name: 	 
		Title:  	 






     IN
WITNESS WHEREOF, each of the parties hereto have caused this Agreement to be
duly executed and delivered by its proper and duly authorized officers as of the
day and year first above written. 

		GREENSTONE FARM CREDIT SERVICES, ACA  
		  
		  
		By: 
    	 
		Name: 	 
		Title:  	 






Schedule 1.1(a) 

NOTICE OF ACCOUNT
DESIGNATION 

Dated December __, 2007 

Wachovia Bank, National Association, as
Administrative Agent
under the Credit Agreement referred to below
One
Wachovia Center
Charlotte, NC 28288 

Ladies and Gentlemen: 

     This Notice of
Account Designation is delivered to you by RUDDICK CORPORATION, a North Carolina
corporation (the “Borrower”), under Section
4.1(e) of the Credit Agreement dated as of
December __, 2007 (as amended, restated, supplemented or otherwise modified, the
“Credit Agreement”) by and among the Borrower, the several banks and other
financial institutions from time to time parties thereto and Wachovia Bank,
National Association, as Administrative Agent. 

    
The Administrative Agent is hereby authorized to disburse all Loan
proceeds into the following account, unless the Borrower shall designate in
writing to the Administrative Agent one or more other accounts: 


	[______________________]  
	ABA Routing
      Number [_______]  
	Account
      #[__________] 
  




    
Notwithstanding the foregoing, on the Closing Date (as defined in the
Credit Agreement), funds borrowed under the Credit Agreement shall be sent to
the institutions and/or persons designated on the attached payment instructions.





     IN WITNESS
WHEREOF, the undersigned has executed this Notice of Account Designation this
____ day of December, 2007. 

		RUDDICK CORPORATION  
		  
		  
		By: 
    	 
		Name: 	 
		Title:  	 






Schedule 1.1(b) 

EXISTING LETTERS OF
CREDIT 

	Letter of
    	  	  	  	  	  
	Credit
      Number 	Amount 	Type 	Issuance
	Expiration
    	Beneficiary
    
	SM421127 	$4,975,000.00 	Standby 	5/21/2002 	5/1/2008 	UNITED
      STATES 
	  	  	  	  	  	FIDELITY
      AND 
	  	  	  	  	  	GUARANTY
      COMPANY 
	LC968-085767 	$15,025,000.00 	Standby 	6/3/2002 	5/1/2008 	THE
      TRAVELERS 
	  	 	  	  	  	INDEMNITY
      COMPANY 
	SC101532U 	$697,500.00 	Standby 	7/18/2007 	2/6/2009 	RADISSON SEVEN
      SEAS 
	  	  	  	  	  	CRUISES
  
	IC020369U
    	$21,761.50
    	Trade 	9/25/2007
    	12/31/2007
    	COLOR RICH
      LIMITED 
	IC020370U 	$36,351.42 	Trade 	9/25/2007 	12/31/2007 	MAGIC POWER
      CO. 
	  	  	  	  	  	LTD. 
    
	IC020372u 	$5,620.00 	Trade 	9/25/2007 	12/31/2007 	VANSON
  
	  	  	  	  	  	INTERNATIONAL
      LTD. 
	IC020373U 	$5,406.00 	Trade 	9/25/2007 	12/31/2007 	EARTHWOOD
      TOYS 
	  	  	  	  	  	LIMITED
  
	IC020469U
    	$32,074.20
    	Trade 	10/5/2007
    	12/31/2007
    	FINE TOY CO
      LTD 
	IC020470U 	$45,759.60 	Trade 	10/5/2007 	12/31/2007 	RESOURCEFUL
    
	  	  	  	  	  	PRODUCTS
      INC. 
	IC020518U 	$36,886.00 	Trade 	10/12/2007 	12/31/2007 	BRADSHAW
  
	  	  	  	  	  	INTERNATIONAL
      INC. 
	IC020756U 	$82,862.40 	Trade 	10/16/2007 	2/21/2008 	PROFESSIONAL
      SALES 
	  	  	  	  	  	AND
      MARKETING 
	IC020768U
    	$57,733.50
    	Trade 	10/16/2007
    	2/8/2008
	HENG FA CASTING
      CO. 
	IC020769U 	$11,799.00 	Trade 	10/16/2007 	2/8/2008 	RESOURCEFUL
    
	  	  	  	  	  	PRODUCTS
      INC. 
	IC020780U 	$11,232.00 	Trade 	10/16/2007 	3/13/2008 	SOURCEDECOR
    
	  	  	  	  	  	LIMITED
  
	IC020781U 	$33,726.42 	Trade 	10/16/2007 	2/8/2008 	GARDEN
      MEADOW 
	  	  	  	  	  	COMPANY
  
	IC020782U
    	$22,824.72
    	Trade 
    	10/16/2007
    	2/8/2008
	C.K. GROUP,
      INC. 
	IC020784U 	$35,592.50 	Trade 	10/16/2007 	2/23/2008 	NATIONAL
      CHRISTMAS 
	  	  	  	  	  	PRODUCTS,
      INC. 
	IC020786U 	$63,446.00 	Trade 	10/16/2007 	3/3/2008 	HONG KONG
      STAR 
	  	  	  	  	  	INDUSTRIES
      LTD 
	IC020787U 	$46552.68 	Trade 	10/16/2007 	2/8/2008 	DUROCRAFT
    
	  	  	  	  	  	INTERNATIONAL
      INC. 
	IC020788U
    	$369,880.22
    	Trade 	10/16/2007
    	2/15/2008
    	SINO DRAGON,
      INC. 
	IC020789U 	$152,883.44 	Trade 	10/16/2007 	2/8/2008 	SOUTHERN SALES
      AND 
	  	  	  	  	  	MARKETING
    
	IC020767U 	$69,716.00 	Trade 	11/20/2007 	4/28/2008 	FAR EAST
      BROKERS 
	  	  	  	  	  	AND
      CONSULTANTS 
	IC020837U 	$82,722.00 	Trade 	11/23/2007 	2/8/2008 	FREE FREE
    
	  	  	  	  	  	INDUSTRIAL
      CORP 







	IC020838U
    	$85,125.40
    	Trade 	11/23/2007
    	2/8/2008
	PACIFIC CASUAL
      LLC 
	IC020840U 	$16,974.46 	Trade 	11/23/2007 	2/8/2008 	ALL
      ALUMINUM 
	  	  	  	  	  	PRODUCTS,
      INC. 
	IC020841U 	$25,400.00 	Trade 	11/23/2007 	2/8/2008 	WING SING
      (BROS) 
	  	  	  	  	  	LIMITED
  
	IC020861U
    	$74,715.50
    	Trade 	11/28/2007
    	2/28/2008
    	OSHIN IMPORTS,
      INC. 
	IC020895U 	$43,889.00 	Trade 	12/4/2007 	2/8/2008 	PINT SIZE HONG
      KONG 
	  	  	 	  	  	LTD 
	IC020994U 	$97,386.94 	Trade 	12/14/2007 	3/30/2008 	BOND 
	  	  	  	  	  	MANUFACTURING
      CO. 






Schedule 2.1(a) 

LENDERS AND
COMMITMENTS 

	Lender 	Revolving
    	Revolving
    	LOC
      Committed 	LOC 	Term Loan
    	Term Loan
    
	  	Committed 	Commitment 	Amount 	Commitment 	Committed 	Commitment
    
	  	Amount 	Percentage
    	  	Percentage
    	Amount 	Percentage
    
	Wachovia 	$66,111,109 	18.89% 	$18,888,891 	18.89% 	$18,888,891 	18.89%
  
	Bank, N.A.
    	  	  	  	  	  	  
	Branch 	$58,333,333 	16.67% 	$16,666,667 	16.67% 	$16,666,667 	16.67%
  
	Banking & 	  	  	  	  	  	  
	Trust 	  	  	  	  	  	  
	Company 	  	  	  	  	  	  
	Regions
      Bank 	$46,666,667
    	13.34% 	$13,333,333  	13.34% 	$13,333,333
    	13.34%
  
	Bank of 	$46,666,667 	13.34% 	$13,333,333 	13.34% 	$13,333,333 	13.34%
  
	America,
      N.A. 	  	  	  	  	  	  
	JPMorgan 	$38,888,889 	11.12% 	$11,111,111 	11.12% 	$11,111,111 	11.12%
  
	Chase Bank, 	  	  	  	  	  	  
	N.A. 	  	  	  	  	  	  
	RBC Centura 	$31,111,111 	8.88% 	$8,888,889 	8.88% 	$8,888,889 	8.88%

	Bank 	  	  	  	  	  	  
	CoBank 	$15,555,556
    	4.44% 	$4,444,444
    	4.44% 	$4,444,444
    	4.44%

	AgFirst Farm 	$15,555,556 	4.44% 	$4,444,444 	4.44% 	$4,444,444 	4.44%

	Credit Bank
    	  	  	  	  	  	  
	US AgBank, 	$15,555,556 	4.44% 	$4,444,444 	4.44% 	$4,444,444 	4.44%

	FCB 	  	  	  	  	  	  
	Farm Credit 	$7,777,778 	2.22% 	$2,222,222 	2.22% 	$2,222,2222 	2.22%

	Bank of
      Texas 	  	  	  	  	  	  
	GreenStone 	$7,777,778 	2.22% 	$2,222,222 	2.22% 	$2,222,222 	2.22%

	Farm Credit 	  	  	  	  	  	  
	Services,
      ACA 	  	  	  	  	  	  
	Total: 	$350,000,000 	100.00% 	$100,000,000 	100.00% 	$100,000,000 	100.00%
  






Schedule 2.1(b)(i)

FORM OF NOTICE OF BORROWING FOR
REVOLVING LOANS

[Date]

Wachovia Bank, National Association, as
Administrative Agent
under the Credit Agreement referred to below
One
Wachovia Center
Charlotte, NC 28288

Ladies and Gentlemen:

     Pursuant
to Section 2.1(b) of the Credit Agreement (as amended, restated, supplemented or otherwise
modified from time to time, the “Credit
Agreement”) dated as of December __, 2007
among RUDDICK CORPORATION, a North Carolina corporation (the “Borrower”), the several
banks and other financial institutions from time to time parties thereto, and
Wachovia Bank, National Association, as Administrative Agent, the Borrower
hereby requests that the following Loans be made on [date] as follows (the
“Proposed Borrowing”):

I.    Revolving Loans
requested:


	(1)	       	Total Amount of Revolving Loans	  $______________
			 	
	(2)	 	Amount of (1) to be allocated to LIBOR Rate Loans 	 
      $______________
			 	
	(3)	 	Amount of (1) to be allocated to LIBOR Market Index Rate
      Loans.	 
      $______________
			 	
	(4)	 	Amount of (1) to be allocated to Alternate Base Rate
    Loans.	 
      $______________
			 	
	(5)	 	Interest Periods and amounts to be
      allocated thereto in respect of the LIBOR Rate Loans referenced in (2)
      (amounts must total (2)):	 
				 	
		 	           (i)	one
      month. 	  $______________
	 
		 	           (ii) 	two
      months 	  $______________
	 
		 	           (iii) 	three
      months 	  $______________
	 
		 	           (iv)      	six
      months 	  $______________
	 
		 	           Total LIBOR Rate Loans 	  $______________








	NOTE:        	BORROWINGS MUST BE IN MINIMUM AMOUNTS OF (A) WITH
      RESPECT TO LIBOR RATE LOANS AND LIBOR MARKET INDEX RATE, $500,000 AND
      $100,000 INCREMENTS IN EXCESS THEREOF AND (B) WITH RESPECT TO ALTERNATE
      BASE RATE LOANS, $250,000 AND $100,000 INCREMENTS IN EXCESS
    THEREOF.	



     Terms defined
in the Credit Agreement shall have the same meanings when used herein.


    
The undersigned hereby certifies that the following statements are true
on the date hereof and will be true on the date of the Proposed Borrowing:


     (A) the representations and warranties
made by the Borrower in the Credit Agreement are and will be true and correct in
all material respects, both before and after giving effect to the Proposed
Borrowing and to the application of the proceeds thereof, with the same effect
as though such representations and warranties had been made on and as of the
date of such Proposed Borrowing (it being understood that any representation or
warranty which by its terms is made as of a specified date shall be required to
be true and correct in all material respects only as of such specified date);
and 

     (B) no Default or Event of Default has
occurred and is continuing, or would result from such Proposed Borrowing or from
the application of the proceeds thereof. 

		Very
      truly yours,  
		  
		  
		RUDDICK CORPORATION  
		  
		By: 
    	 
		Name: 	 
		Title:  	 






Schedule 2.1(b)(iv)

FORM OF REVOLVING
NOTE 

	$______________  	December __,
      2007       



     FOR VALUE
RECEIVED, the undersigned, RUDDICK CORPORATION, a North Carolina corporation
(the “Borrower”), hereby unconditionally promises to pay, on the Termination Date (as
defined in the Credit Agreement referred to below), to the order of
______________________ (the “Lender”) at the office of Wachovia
Bank, National Association located at Charlotte, North Carolina, in lawful money
of the United States of America and in immediately available funds, the
principal amount of (a) ____________________ DOLLARS ($_____________), or, if
less, (b) the aggregate unpaid principal amount of all Revolving Loans made by
the Lender to the undersigned pursuant to Section 2.1(a) of the Credit
Agreement referred to below. The undersigned further agrees to pay interest in
like money at such office on the unpaid principal amount hereof and, under the
circumstances described in the Credit Agreement and to the extent permitted by
law, accrued interest in respect hereof from time to time from the date hereof
until payment in full of the principal amount hereof and accrued interest
hereon, at the rates and on the dates set forth in the Credit Agreement.


    
The holder of this Note is authorized to endorse the date and amount of
each Revolving Loan made pursuant to Section
2.1(a) of the Credit Agreement and each
payment of principal and interest with respect thereto and its character as a
LIBOR Rate Loan, a LIBOR Market Index Rate Loan or an Alternate Base Rate Loan
on Schedule I annexed hereto and made a part hereof, or on a continuation thereof
which shall be attached hereto and made a part hereof, which endorsement shall
constitute prima facie evidence of the accuracy of the information
endorsed; provided, however, that the failure to make any such endorsement shall not affect the
obligations of the undersigned under this Note. 

    
This Note is one of the Revolving Notes referred to in the Credit
Agreement dated as of December __, 2007 among the Borrower, the Lender, the
other banks and financial institutions from time to time parties thereto, and
Wachovia Bank, National Association, as administrative agent (the
“Administrative Agent”) for the Lenders (as amended, supplemented or otherwise
modified from time to time, the “Credit
Agreement”), and is entitled to the benefits
thereof. Terms used but not otherwise defined herein shall have the meanings
provided in the Credit Agreement. 

    
Upon the occurrence of any one or more of the Events of Default specified
in the Credit Agreement, all amounts then remaining unpaid on this Note shall
become, or may be declared to be, immediately due and payable, all as provided
therein. In the event this Note is not paid when due at any stated or
accelerated maturity, the Borrower agrees to pay, in addition to principal and
interest, all costs of collection, including reasonable attorneys’ fees.


    
All parties now and hereafter liable with respect to this Note, whether
maker, principal, surety, endorser or otherwise, hereby waive presentment,
demand, protest and all other notices of any kind. 




     This Note
shall be governed by, and construed and interpreted in accordance with, the law
of the State of North Carolina. 

		RUDDICK CORPORATION  
		  
		  
		By: 
    	 
		Name: 	 
		Title:  	 






SCHEDULE 1
to
Revolving
Note 

LOANS AND PAYMENTS OF
PRINCIPAL 

	  		  		  		  		  		  		Principal 		  		  
	  		Amount
    	 	Type of
    		  	 	Interest 	 	Maturity 		Paid or
    		Principal 		Notation
    
	Date 	    	of Loan 	    	Loan1 	    	Interest Rate 	    	Period 	    	Date 	    	Converted 	    	Balance 	    	Made By 
	_____ 		______ 		_____ 		________ 		_______ 		_______ 		_______ 		_______ 		________ 
	_____ 		______ 		_____ 		________ 		_______ 		_______ 		_______ 		_______ 		________ 
	_____ 		______ 		_____ 		________ 		_______ 		_______ 		_______ 		_______ 		________ 
	_____ 		______ 		_____ 		________ 		_______ 		_______ 		_______ 		_______ 		________ 
	_____ 		______ 		_____ 		________ 		_______ 		_______ 		_______ 		_______ 		________ 
	_____ 		______ 		_____ 		________ 		_______ 		_______ 		_______ 		_______ 		________ 
	_____ 		______ 		_____ 		________ 		_______ 		_______ 		_______ 		_______ 		________ 
	_____ 		______ 		_____ 		________ 		_______ 		_______ 		_______ 		_______ 		________ 
	_____ 		______ 		_____ 		________ 		_______ 		_______ 		_______ 		_______ 		________ 
	_____ 		______ 		_____ 		________ 		_______ 		_______ 		_______ 		_______ 		________ 
	_____ 		______ 		_____ 		________ 		_______ 		_______ 		_______ 		_______ 		________ 
	_____ 		______ 		_____ 		________ 		_______ 		_______ 		_______ 		_______ 		________ 
	_____ 		______ 		_____ 		________ 		_______ 		_______ 		_______ 		_______ 		________ 
	_____ 		______ 		_____ 		________ 		_______ 		_______ 		_______ 		_______ 		________ 
	_____ 		______ 		_____ 		________ 		_______ 		_______ 		_______ 		_______ 		________ 
	_____ 		______ 		_____ 		________ 		_______ 		_______ 		_______ 		_______ 		________ 
	_____ 		______ 		_____ 		________ 		_______ 		_______ 		_______ 		_______ 		________ 
	_____ 		______ 		_____ 		________ 		_______ 		_______ 		_______ 		_______ 		________ 
	_____ 		______ 		_____ 		________ 		_______ 		_______ 		_______ 		_______ 		________


 
 
 
 
 


	____________________
	1	      	The type of Loan may be
      represented by “L” for LIBOR Rate Loans, “ABR” for Alternate Base Rate
      Loans or “LMIR” for LIBOR Market Index Rate
Loans.







Schedule 2.1(c)(ii)

FORM OF TERM NOTE

	  	December __,
      2007 
	Lender:_____________  	  
	$__________________  	  



     FOR VALUE
RECEIVED, the undersigned, RUDDICK CORPORATION, hereby unconditionally promises
to pay, on each date specified for the payment of principal and on the Term Loan
Maturity Date (as defined in the Credit Agreement referred to below), to the
order of the above-named Lender (the “Lender”) at the office of Wachovia
Bank, National Association located at Charlotte, North Carolina, in lawful money
of the United States of America and in immediately available funds, the
principal amount of ____________________ ($_______________) (or such portion
thereof as shall be due and payable as an installment or acceleration of
principal, as provided in the Credit Agreement). The undersigned further agrees
to pay interest in like money at such office on the unpaid principal amount of
this Note from time to time from the date hereof until payment in full of the
principal amount hereof, at the rates and on the dates set forth in the Credit
Agreement. 

    
The holder of this Note is authorized to endorse the date and amount of
its portion of the Term Loan made pursuant to Section 2.1 of the Credit Agreement
and each payment of principal and interest with respect thereto and its
character as a LIBOR Rate Loan, a LIBOR Market Index Rate Loan or an Alternate
Base Rate Loan on Schedule I annexed hereto and made a part hereof, or on a continuation
thereof which shall be attached hereto and made a part hereof, which endorsement
shall constitute prima facie evidence of the
accuracy of the information endorsed; provided, however, that the failure to make any
such endorsement shall not affect the obligations of the undersigned under this
Note. 

    
This Note is one of the Term Notes referred to in the Credit Agreement
dated as of December__, 2007 among Ruddick Corporation, a North Carolina
corporation (the “Borrower”), the Lenders from time to time party thereto and Wachovia
Bank, National Association, as Administrative Agent (as amended, restated or
otherwise modified, the “Credit
Agreement”), and is entitled to the benefits
thereof. Terms used but not otherwise defined herein shall have the meanings
provided in the Credit Agreement. 

    
Upon the occurrence and during the continuance of any one or more of the
Events of Default specified in the Credit Agreement, all amounts then remaining
unpaid on this Note shall become, or may be declared to be, immediately due and
payable, all as provided therein. In the event this Note is not paid when due at
any stated or accelerated maturity, the Borrower agrees to pay, in addition to
principal and interest, all costs of collection, including reasonable attorneys’
fees. 

    
All parties now and hereafter liable with respect to this Note, whether
maker, principal, surety, endorser or otherwise, hereby waive presentment,
demand, protest and all other notices of any kind. 




     This Note
shall be governed by, and construed and interpreted in accordance with, the law
of the State of North Carolina. 

		RUDDICK CORPORATION  
		  
		By: 
    	 	 
		Name:  
		Title:  






SCHEDULE 1 
to 
Term Note  

LOANS AND PAYMENTS OF
PRINCIPAL  

	 Date 		Amount 		 Type of 		Interest 		 Interest 		 Maturity 		 Principal 		Principal 		  Notation 
	 		of
Loan 		Loan1 		Rate 		Period 		Date 		Paid or 		Balance 		Made
  By 
	 		 		 		 		 		 		Converted 		 		 
	 	   	 			   	 			    	 			   	 			   	 			   	 			   	 			   	 			   	 
		 	 			 				 				 				 				 				 				 				 	
		  				 				 				 				 				 				 				 				 	
		 				 				 				 				 				 				 				 				 	
		 				 				 			 	 				 				 				 				 				 	
		 				 				 				 				 				 				 				 				 	
		  				 				 				 				 				 				 				 				 	
		  				 				 				 				  				 				 				 				 	
		 				 				 				 				 				  				 				 				 	
		  				 				 				 				 				 				 				 				 	
		  				 				 				 				 				  				 				 				 	
		  				 				 				 				 				 				 				 				 	
		 				 				 				 				 				  				 				 				 	
		 				 				 				 				 				 				 				 				 	
		 				 				 				 				 				  				 				 				 	
		 				 				 				 				 				 			 	 				 				 	
		 				 				 				 				 				 				 				 				 	
		 				 				 				 				 				 				 				 				 	
		 				 				 				 				 				 				 				 				 	


__________________


	1	      	The type of Loan may be
      represented either by "L" for LIBOR Rate Loans, “LM” for LIBOR Market
      Index Rate Loans or "ABR" for Alternate Base Rate
  Loans.





Schedule
2.3(b)(i)

FORM OF NOTICE OF
BORROWING FOR SWINGLINE LOANS

[Date]

Wachovia Bank,
National Association, as Administrative Agent and Swingline Lender 
under the
Credit Agreement referred to below 
One Wachovia Center 
Charlotte, NC
28288

Ladies and
Gentlemen:

     Pursuant to Section
2.3(b) of the Credit Agreement (as amended, restated, supplemented or
otherwise modified from time to time, the “Credit
Agreement”) dated as of December __, 2007 among RUDDICK CORPORATION,
a North Carolina corporation (the “Borrower”),
the several banks and other financial institutions from time to time parties
thereto, and Wachovia Bank, National Association, as Administrative Agent, the
Borrower hereby requests that the following Swingline Loan be made on [date] as
follows (the “Proposed
Borrowing”):

Amount of Swingline
Loan          
$_________

NOTE: BORROWINGS MUST
BE IN MINIMUM AMOUNTS OF $50,000 AND $10,000 INCREMENTS IN EXCESS
THEREOF.

The undersigned hereby
certifies that the following statements are true on the date hereof and will be
true on the date of the Proposed Borrowing:

     (A) the representations and
warranties made by the Borrower in the Credit Agreement are and will be true and
correct in all material respects, both before and after giving effect to the
Proposed Borrowing and to the application of the proceeds thereof, with the same
effect as though such representations and warranties had been made on and as of
the date of such Proposed Borrowing (it being understood that any representation
or warranty which by its terms is made as of a specified date shall be required
to be true and correct in all material respects only as of such specified date);
and

     (B) no Default or Event of Default has
occurred and is continuing, or would result from such Proposed Borrowing or from
the application of the proceeds thereof.


	Very truly yours, 
	 
	RUDDICK CORPORATION 
	By: 	   	 
	Name: 	 
    	 
	Title: 	 
    	 







Schedule 2.3(d) 

FORM OF SWINGLINE
NOTE 

__________, 200_ 

     FOR VALUE
RECEIVED, the undersigned, RUDDICK CORPORATION, hereby unconditionally promises
to pay, on each date specified for the payment of principal and on the
Termination Date (as defined in the Credit Agreement referred to below), to the
order of Wachovia Bank, National Association, as Swingline Lender (the
“Lender”)
at the office of Wachovia Bank, National Association located at Charlotte, North
Carolina, in lawful money of the United States of America and in immediately
available funds, the aggregate unpaid principal amount of all Swingline Loans
made by the Lender to the undersigned pursuant to Section 2.3 of the Credit Agreement.
The undersigned further agrees to pay interest in like money at such office on
the unpaid principal amount of this Note from time to time from the date hereof
until payment in full of the principal amount hereof, at the rates and on the
dates set forth in the Credit Agreement. 

    
The holder of this Note is authorized to endorse the date and amount of
each Swingline Loan made pursuant to Section
2.3 of the Credit Agreement and each payment
of principal and interest with respect thereto, which endorsement shall
constitute prima facie evidence of the accuracy of the information endorsed;
provided,
however,
that the failure to make any such endorsement shall not affect the obligations
of the undersigned under this Note. 

    
This Note is one of the Swingline Notes referred to in the Credit
Agreement dated as of December __, 2007 among Ruddick Corporation, a North
Carolina corporation (the “Borrower”), the Lenders from time to
time party thereto and Wachovia Bank, National Association, as Administrative
Agent (as amended, restated or otherwise modified, the “Credit Agreement”), and is
entitled to the benefits thereof. Terms used but not otherwise defined herein
shall have the meanings provided in the Credit Agreement.

    
Upon the occurrence of any one or more of the Events of Default specified
in the Credit Agreement, all amounts then remaining unpaid on this Note shall
become, or may be declared to be, immediately due and payable, all as provided
therein. In the event this Note is not paid when due at any stated or
accelerated maturity, the Borrower agrees to pay, in addition to principal and
interest, all costs of collection, including reasonable attorneys’ fees.


    
All parties now and hereafter liable with respect to this Note, whether
maker, principal, surety, endorser or otherwise, hereby waive presentment,
demand, protest and all other notices of any kind. 

    
This Note shall be governed by, and construed and interpreted in
accordance with, the laws of the State of North Carolina. 


	RUDDICK
      CORPORATION  
	  
	By:  	 
    	 
	Name:  	 
    	 
	Title:  	 
    	 







SCHEDULE 1 
to
Swingline
Note 

LOANS AND PAYMENTS OF
PRINCIPAL 

	Date 
    		Amount of
      Loan  		Principal
      Balance  		Notation Made
      By  
	 	  	 		 	  	 		 	  	 		 	  	 
	 	 				 				 				 	
		 			 	 				 	 			 	
		 		 		 			 	 				 	 
		 		 		 	 			 	 			 	
		 				 			 	 				 	
		 				 				 				 	
		 	 		 	 				 				 	 
		 				 				 				 	 
		 				    				 			 	 	
		 				 				 				 	
		 				 				 				 	
	 	 				 				  				 	
		 	 			 				 				 	
		 				 				  		 		 	
		 				 				 				 	
	 	 				 				 				 	
		 				 				 				 	
		 				 				 				 	






Schedule
2.10

FORM OF NOTICE OF
CONVERSION/EXTENSION

[Date]

Wachovia Bank,
National Association, as Administrative Agent 
under the Credit Agreement
referred to below 
One Wachovia Center 
Charlotte, NC
28288

Ladies and
Gentlemen:

     Pursuant to Section 2.10 of the Credit Agreement (as amended,
restated, supplemented or otherwise modified from time to time, the “Credit
Agreement”) dated as of December __, 2007 among RUDDICK CORPORATION, a North
Carolina corporation (the “Borrower”), the several banks and other
financial institutions from time to time parties thereto, and Wachovia Bank,
National Association, as Administrative Agent, the Borrower hereby requests
conversion or extension of the following Loans be made on [date] as follows (the
“Proposed
Conversion/Extension”):

     Applicable Loan to be
Converted/Extended


	(1)	       	Total Amount of Loans to be converted/extended	  $______________
			 	
	(2)	 	Amount of (1) to be allocated to LIBOR Rate Loans 	 
      $______________
			 	
	(3)	 	Amount of (1) to be allocated to LIBOR Market Index Rate
      Loans.	 
      $______________
			 	
	(4)	 	Amount of (1) to be allocated to Alternate Base Rate
    Loans.	 
      $______________
			 	
	(5)	 	Interest Periods and amounts to be
      allocated thereto in respect of the LIBOR Rate Loans referenced in (2)
      (amounts must total (2)):	 
				 	
		 	           (i)	one
      month 	  $______________
	 
		 	           (ii) 	two
      months 	  $______________
	 
		 	           (iii) 	three
      months 	  $______________
	 
		 	           (iv)      	six
      months 	  $______________
	 
		 	           Total LIBOR Rate Loans 	  $______________




Terms defined in the
Credit Agreement shall have the same meanings when used
herein.

The undersigned hereby
certifies that, as of the date hereof and as of the date of the Proposed
Conversion/Extension, no Default or Event of Default has occurred and is
continuing, or would result from such Proposed Conversion/Extension or from the
application of the proceeds thereof.


	Very truly
      yours, 
	 
	RUDDICK
      CORPORATION 
	 
	By: 	 
    	 
	Name: 	 
    	 
	Title: 	 
    	 







Schedule
2.17

2.17
CERTIFICATE

     Reference is hereby made to the Credit Agreement, dated as of
December __, 2007, among RUDDICK CORPORATION, a North Carolina corporation (the
“Borrower”), the several banks and other
financial institutions from time to time parties thereto, and Wachovia Bank,
National Association, as Administrative Agent (as amended, restated,
supplemented or otherwise modified from time to time, the “Credit Agreement”). Capitalized terms used but not
otherwise defined herein shall have the meanings provided in the Credit
Agreement. Pursuant to the provisions of Section
2.17 of the Credit Agreement, the undersigned hereby certifies that
it is not a “bank” as such term is used in Section 881(c)(3)(A) of the Internal
Revenue Code of 1986, as amended.


	[NAME OF
      LENDER] 
	  
	  
  
	By: 	 
    	 
	Name: 	 
    	 
	Title: 	 
    	 







Schedule
3.1(e)

TAX
MATTERS

     The
Borrower’s and its Subsidiaries’ federal income tax returns for fiscal years
1999 through 2004 are undergoing administrative appeal with the Internal Revenue
Service (IRS). The IRS has assessed certain additional taxes and interest, and
the Borrower and its Subsidiaries are appealing that assessment. In any event,
with respect to the fiscal years 1999 through 2001, the assessment is mitigated
by tax refunds due the Borrower and its Subsidiaries from amending the returns
under examination, so that (even if the IRS assessment is affirmed) the Borrower
and its Subsidiaries are currently entitled to a net aggregate refund for those
years.




Schedule
9.2

LENDERS’ LENDING
OFFICES

Wachovia Bank,
National Association 
301 South College Street 
NC 5562 
Charlotte, NC
28288 
Attn. Jorge Gonzalez
Telecopier: (704) 383-8461 
Telephone: (704)
383-6647

Branch Banking &
Trust Company 
200 South College Street, 2nd Floor 
Charlotte, NC 28202 
Attn: Stuart M.
Jones 
Telecopier: (704) 954-1091 
Telephone: (704)
954-1138

Regions
Bank
6805 Morrison
Boulevard, Suite 100 
Charlotte, NC 28211 
Attn: Charles Stewart

Telecopier: (704) 362-3594 
Telephone: (704) 362-3560

Bank of America, N.A.

40 Broad Street 
Boston, MA 02109
Attn: Alexis MacElhiney, Vice President 
Telecopier: (617)
434-2615 
Telephone: (617) 434-3817

JPMorgan Chase Bank,
N.A. 
2200 Ross Avenue, 3rd Floor

Dallas, TX 75201
Attn: Michael J. Lister, Managing Director 
Telecopier: (214) 965-2044

Telephone: (214) 965-2891

RBC Centura
Bank
200 Providence
Road, Suite 300 
Charlotte, NC 28207 
Attn: Trey Anglin 
Telecopier:
(704) 686-1394 
Telephone: (704) 686-1768




CoBank, ACB 
550 S. Quebec
Street 
Greenwood Village, CO 8011 
Attn: Todd Martin 
Telecopier:
(303) 224-6119 
Telephone (316) 740 4312

AgFirst Farm Credit Bank 
1401
Hampton Street 
Columbia, SC 29201 
Attn: Matt Jeffords 
Telecopier:
(803) 254-4219 
Telephone (803) 254-2362

U.S. AgBank, FCB 
245 North
Waco 
Wichita, KS 67202 
Attn: Travis W. Ball 
Telecopier: (316)
266-5011 
Telephone (316) 266 5448

Farm Credit Bank of Texas

4801 Plaza on the Lake Drive 
Austin, TX 78746 
Attn: Isaac E. Bennett

Telecopier: (512) 465-1832 
Telephone (512) 465-0717

GreenStone Farm Credit Services,
ACA/FLCA 
1760 Abbey Road 
E. Lansing, Michigan 48823 
Attn: Al Compton

Telecopier: (517) 318-4148 
Telephone (517) 318-4128




Schedule
9.6(c)

FORM OF COMMITMENT
TRANSFER SUPPLEMENT

COMMITMENT TRANSFER
SUPPLEMENT

     Reference is made to the Credit
Agreement, dated as of December__, 2007 (as amended, restated, supplemented or
otherwise modified from time to time, the “Credit
Agreement”), among RUDDICK CORPORATION, a North Carolina corporation
(the “Borrower”), the several banks and other
financial institutions from time to time parties thereto, and Wachovia Bank,
National Association, as Administrative Agent (the “Administrative Agent”).
Unless otherwise defined herein, terms defined in the Credit Agreement and used
herein shall have the meanings given to them in the Credit
Agreement.

     _________(the “Transferor Lender”) and _________ (the “Purchasing Lender”)
hereby agree as follows:

     1. The Transferor Lender hereby irrevocably sells and assigns to the
Purchasing Lender without recourse to the Transferor Lender, and the Purchasing
Lender hereby irrevocably purchases and assumes from the Transferor Lender
without recourse to the Transferor Lender, as of the Transfer Effective Date (as
defined below), a _____% interest (the “Assigned Interest”) in
and to the Transferor Lender’s rights and obligations under the Credit Agreement
with respect to those credit facilities contained in the Credit Agreement as are
set forth on Schedule 1 attached hereto
(individually, an “Assigned Facility”;
collectively, the “Assigned Facilities”), in a
principal amount for each Assigned Facility as set forth on such Schedule 1.

     2. The Transferor Lender (a) makes no
representation or warranty and assumes no responsibility with respect to any
statements, warranties or representations made in or in connection with the
Credit Agreement or with respect to the execution, legality, validity,
enforceability, genuineness, sufficiency or value of the Credit Agreement, any
other Credit Document or any other instrument or document furnished pursuant
thereto, other than that the Transferor Lender has not created any adverse claim
upon the interest being assigned by it hereunder and that such interest is free
and clear of any such adverse claim; (b) makes no representation or warranty and
assumes no responsibility with respect to the financial condition of the
Borrower, any of their Subsidiaries or any other obligor or the performance or
observance by the Borrower, any of their Subsidiaries or any other obligor of
any of their respective obligations under the Credit Agreement or any other
Credit Document or any other instrument or document furnished pursuant hereto or
thereto; and (c) attaches any Note held by it evidencing the Assigned Facilities
and (i) requests that the Administrative Agent exchange the attached Revolving
Note for a new Note payable to the Purchasing Lender and (ii) if the Transferor
Lender has retained any interest in the Assigned Facility, requests that the
Administrative Agent exchange the attached Revolving Note for a new Note payable
to the Transferor Lender, in each case in amounts which reflect the assignment
being made hereby (and after giving effect to any other assignments which have
become effective on the Transfer Effective Date).

     3. The
Purchasing Lender (a) represents and warrants that it is legally authorized to
enter into this Commitment Transfer Supplement; (b) confirms that it has
received a copy of the Credit Agreement, together with copies of the financial
statements referred to in Section 3.1 thereof, the financial statements
delivered pursuant to Section 5.1 thereof, if any, and such other
documents and information as it has deemed appropriate to make its own credit
analysis and decision to enter into this Commitment Transfer Supplement; (c)
agrees that it will, independently and without reliance upon the Transferor
Lender, the Administrative Agent or any other Lender and based on such documents
and information as it shall deem appropriate at the time, continue to make its
own credit decisions in taking or not taking action under the Credit Agreement,
the other Credit Documents or any other instrument or document furnished
pursuant hereto or thereto; (d) appoints and authorizes the Administrative Agent
to take such action as agent on its behalf and to exercise such powers and
discretion under the Credit Agreement, the other loan documents or any other
instrument or document furnished pursuant hereto or thereto as are delegated to
the Administrative Agent by the terms thereof, together with such powers as are
incidental thereto; and (e) agrees that it will be bound by the provisions of
the Credit Agreement and will perform in accordance with its terms all the
obligations which by the terms of the Credit Agreement are required to be
performed by it as a Lender including, if it is organized under the laws of a
jurisdiction outside the United States, its obligations pursuant to Section
2.17 of the Credit Agreement.




     4. The effective date of this Commitment Transfer Supplement shall
be ___________,
____ (the “Transfer Effective Date”). Following
the execution of this Commitment Transfer Supplement, it will be delivered to
the Administrative Agent for acceptance by it and recording by the
Administrative Agent pursuant to the Credit Agreement, effective as of the
Transfer Effective Date.

     5. Upon such acceptance and recording,
from and after the Transfer Effective Date, the Administrative Agent shall make
all payments in respect of the Assigned Interest (including payments of
principal, interest, fees and other amounts) to the Purchasing Lender whether
such amounts have accrued prior to the Transfer Effective Date or accrue
subsequent to the Transfer Effective Date. The Transferor Lender and the
Purchasing Lender shall make all appropriate adjustments in payments by the
Administrative Agent for periods prior to the Transfer Effective Date or, with
respect to the making of this assignment, directly between
themselves.

     6. From and after the Transfer Effective
Date, (a) the Purchasing Lender shall be a party to the Credit Agreement and, to
the extent provided in this Commitment Transfer Supplement, have the rights and
obligations of a Lender thereunder and under the other Credit Documents and
shall be bound by the provisions thereof and (b) the Transferor Lender shall, to
the extent provided in this Commitment Transfer Supplement, relinquish its
rights and be released from its obligations under the Credit
Agreement.

     7. This Commitment Transfer supplement
shall be governed by and construed in accordance with the laws of the State of
North Carolina.

     IN WITNESS WHEREOF, the parties hereto
have caused this Commitment Transfer Supplement to be executed as of the date
first above written by their respective duly authorized officers on Schedule 1 hereto.




SCHEDULE 1
TO COMMITMENT
TRANSFER SUPPLEMENT
RELATING TO THE CREDIT AGREEMENT, DATED AS DECEMBER __,
2007, 
AMONG
RUDDICK CORPORATION, 
THE LENDERS NAMED THEREIN,

AND
WACHOVIA BANK, NATIONAL ASSOCIATION, AS ADMINISTRATIVE AGENT FOR THE
LENDERS 
(IN SUCH CAPACITY, THE “ADMINISTRATIVE AGENT”),

	
      
    Name
      of Transferor Lender:

     Name of Purchasing
      Lender:

     Transfer Effective Date of
      Assignment:





	Credit 	     	 Principal 	     	Commitment Percentage 
	Facility Assigned 	 	 Amount
      Assigned 	 	Assigned3
	 
      
	 
      		$______________ 		______________% 




	     [NAME OF PURCHASING
      LENDER] 	     [NAME OR TRANSFEROR
      LENDER] 
	 
      
	 
      
	 
      
	     By 	 
    	 	     By 	 
    	 
	           
      Name: 	            Name: 
	         
        Title: 	            Title: 



__________________


	3	     	Calculate the Commitment
      Percentage that is assigned to at least 10 decimal places and show as a
      percentage of the aggregate Commitments of all
  Lenders.




Consented to
and Accepted by:

WACHOVIA BANK,

NATIONAL ASSOCIATION, 
as Administrative Agent

	By: 	 	
	Name: 	 	
	Title: