Exhibit 10.1


 


FIFTH AMENDMENT TO CREDIT AGREEMENT


 


THIS FIFTH AMENDMENT TO CREDIT AGREEMENT
(the “Fifth Amendment”) is made effective as of the 29th day of September,
2004, between MOVIE GALLERY, INC.,
a Delaware corporation (the “Borrower”), and SOUTHTRUST
BANK, an Alabama banking corporation, as Agent (the “Agent”).  Capitalized terms used herein but not
defined shall have the meanings as set forth in the Credit Agreement, as
amended (as hereinafter defined).


 


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


 


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


 


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


 


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


 


WHEREAS, pursuant to
that certain Fourth Amendment to Credit Agreement dated as of May 19, 2003 (the
“Fourth Amendment”), the Credit Agreement was amended in order to, among other
things, (i) extend the Revolving Loan Maturity Date from July 4, 2004
until July 4, 2005, (ii) amend the Applicable Margin, (iii) amend the Unused
Fee, (iv) add five additional Guarantors, (v) amend the requirement regarding
the prepayment of the Loans in connection with the Net Cash Proceeds from Asset
Dispositions, (vi) delete the requirement that Borrower enter into Hedge
Agreements, and (vii) amend certain of the financial covenants (the Credit
Agreement, as amended by the First Amendment, the Second Amendment, the Third
Amendment and the Fourth Amendment, hereinafter referred to as the “Credit
Agreement, as amended”); and


 


WHEREAS, Agent and
Borrower have agreed to amend the Credit Agreement, as amended, in order to,
among other things, (i) extend the Revolving Loan Maturity Date from
July 4, 2005 until July 3, 2006, (ii) increase the Revolving Loan
Amount from $65,000,000.00 to $75,000,000.00, (iii) add two additional
Guarantors, (iv) amend the requirement regarding the prepayment of the Loans in
connection with the Net Cash Proceeds in connection with a 


 

















 


Casualty Event, (v) amend the
definition of “Permitted Lines of Business”, and (vi) amend certain of the
financial covenants, all as hereinafter provided.


 


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


 


1.                                       The Credit
Agreement, as amended, is hereby amended by adding the following capitalized
terms as defined terms in Article I:


 


“M.G. Digital” means
M.G. Digital, LLC, a Delaware limited liability company.


 


“Video Library” means
Video Library, Inc., an Iowa corporation.


 


2.                                       The Credit
Agreement, as amended, is hereby amended by deleting the definitions of “Guarantors”,
“Permitted Line of Business”, “Revolving Loan Amount”, “Revolving
Loan Maturity Date”, and “Revolving Notes”, in their entirety, and
by substituting the following new definitions, respectively, in lieu thereof:


 


“Guarantors” means M.G.A., Movie
Gallery Finance, M.G. Midwest, Movie Gallery Canada, Movie Gallery Asset
Management, M.G.A. Realty, Movie Gallery Licensing, Movie Gallery Services,
Video Library, M.G. Digital, and each other Person who becomes a Guarantor
under this Agreement.


 


“Permitted Line of Business” means the
business of movie and game rental and sales, the digital delivery of entertainment
content and the rental or sale of products and services reasonably ancillary
thereto, including, without limitation, rental by patrons of the use of tanning
beds and ancillary equipment.


 


“Revolving Loan Amount” means
Seventy-Five Million and No/100 Dollars ($75,000,000.00); provided, however,
that (1) upon twenty (20) Business Days’ prior written notice to Agent,
Borrower may increase the amount of the Revolving Loan Amount at any time to
$100,000,000.00, provided that (i) at the time of such increase there is not
existing any Default, (ii) the other Lenders (other than SouthTrust), or other
lenders approved by Agent, agree to participate in such increase so that
SouthTrust’s Credit Percentage does not exceed thirty-three and one-third
percent, and (iii) Borrower pays to Agent a fee in the amount of $37,500.00;
and (2) upon five (5) Business Days’ prior written notice to Agent, Borrower
may reduce the amount of the Revolving Loan Amount at any time in an aggregate
amount of not less than $5,000,000.00 (or if greater in integral multiples of
$1,000,000 in excess thereof) and the Revolving Loan Amount shall be
automatically and permanently reduced by prepayments required under Sections
5.3(B), (C) and (D).


 


“Revolving Loan Maturity Date” means
(A) July 3, 2006, or if earlier, the occurrence of an Event of Default; or
(B) upon payment by Borrower to Agent of 


 


2

















 


an extension fee in the amount of
$112,500.00, July 3, 2007, or if earlier, the occurrence of an Event of
Default.


 


“Revolving Notes” means those certain
First Amended and Restated Revolving Notes from Borrower to the Revolving Loan
Lenders, dated September 29, 2004, in the aggregate principal amount of
$75,000,000.00, and includes any amendment to or modification of any such note
and any promissory note given in extension or renewal of, or in substitution
for, such note.


 


3.                                       The Credit
Agreement, as amended, is hereby amended by deleting Section 5.3(C) in its
entirety, and by substituting in lieu thereof the following new
Section 5.3(C):


 


(C)                                Not
later than 180 days after its receipt of any proceeds of insurance,
condemnation award or other compensation in respect of any Casualty Event (and
in any event upon its determination not to repair or replace any property
subject to such Casualty Event), Borrower will prepay the outstanding principal
amount of the Loans in an amount equal to 100% of the Net Cash Proceeds from
such Casualty Event (less any amounts theretofore applied to the repair or replacement
of property subject to such Casualty Event) and will deliver to the Agent,
concurrently with such prepayment, a certificate signed by its chief financial
officer in form and substance satisfactory to the Agent and setting for the
calculation of such Net Cash Proceeds; provided, however, that no such
prepayment shall be required until the aggregate amount of Net Cash Proceeds
from any Casualty Event (less any amounts theretofore applied to the repair or
replacement of affected property) exceeds $3,000,000.00, but at such time the
cumulative aggregate amount of such Net Cash Proceeds not theretofore subject
to prepayment under this subsection (C) shall become subject to
prepayment.


 


4.                                       The Credit
Agreement, as amended, is hereby amended by deleting Section 9.1 in its
entirety, and by substituting in lieu thereof the following new
Section 9.1:


 


9.1                                 Leverage Ratio.  Borrower will not permit the Leverage Ratio
as of any Quarter-End to be greater than 1.0 to 1.0.


 


5.                                       The Credit
Agreement, as amended, is hereby amended by deleting Section 9.4 in its
entirety, and by substituting in lieu thereof the following new
Section 9.4:


 


9.4                                 Net Worth.  Borrower will not permit Net Worth as of any
Quarter-End, beginning with the Quarter-End of July 4, 2004, to be less than
the sum of (i) $235,345,000 , plus (ii) 75% of the aggregate of Net
Income for each fiscal quarter beginning with the Quarter-End of
October 3, 2004 (provided that Net Income for any fiscal quarter shall be
taken into account for purposes of this calculation only if positive), plus
(iii) 100% of the aggregate amount of all increases in the stated capital and
additional paid-in capital accounts of Borrower and its Subsidiaries, resulting
from the issuance of Equity Interests (including Equity Interests issued
pursuant to the exercise of options, rights or warrants or pursuant to the
conversion of convertible Equity Interests) or other capital 


 


3

















 


investments after July 5, 2004 (provided
that nothing in this section shall be deemed to permit any stock
repurchases not expressly permitted under Section 10.6(A)(3)), less
(iv) 100% of the aggregate amount paid or payable with respect to any purchase,
redemption, retirement or other acquisition of shares of or dividend paid with
respect to its capital stock.


 


6.                                       The Credit
Agreement, as amended, is hereby amended by deleting Section 10.8 in its
entirety, and by substituting in lieu thereof the following new
Section 10.8:


 


10.8                           Lines of Business.  Borrower will not, and will not permit or
cause any of its Subsidiaries to, engage in any business other than (i) the
Permitted Lines of Business, and (ii) Investments in businesses which are not
Permitted Lines of Business in an aggregate amount that shall not exceed $3,000,000.00
for all such Investments in any consecutive twelve-month period.


 


7.                                       The Credit
Agreement, as amended, is hereby amended by deleting Exhibit C in its entirety,
and by substituting in lieu thereof the Exhibit C attached to this Fifth
Amendment.


 


8.                                       As a condition
to the effectiveness of this Fifth Amendment (a) Borrower shall have executed
and delivered to Agent, or caused to be executed and delivered to Agent, the
Revolving Notes, a First Amendment to Pledge Agreement - M.G. Midwest, and a
Joinder Agreement (Guaranty), together with all stock certificates and other
items required by Agent in connection therewith; (b) Borrower shall pay to
Lender Parties an extension fee in the amount of $112,500.00; (c) Borrower
shall reimburse the Lender Parties for all of the Lender Parties’ fees and
expenses, including, but not limited to, any and all filing fees, recording
fees, and reasonable expenses and fees of the Lender Parties’ legal counsel,
incurred in connection with the preparation, amendment, modification or
enforcement of this Fifth Amendment, the Credit Agreement, as amended, and any
and all documents executed and delivered in connection herewith or therewith;
(d) Borrower shall execute and deliver to Agent all further documents and
perform all other acts which Agent reasonably deems necessary or appropriate to
perfect or protect its security for the Loans; and (e) Borrower shall have
delivered to Agent such other documentation, if any, as may be requested by
Agent to satisfy Agent that this Fifth Amendment, and all other documents and
instruments executed by Borrower in connection with this Fifth Amendment or in
furtherance hereof have each been duly authorized, executed and delivered on
behalf of Borrower, and constitute valid and binding obligations of Borrower.


 


9.                                       Borrower
represents and warrants to Agent that all representations and warranties given
by Borrower in Article VII of the Credit Agreement, as amended, are true
and correct as of the date hereof, except to the extent affected by this Fifth
Amendment.  Borrower represents and
warrants to Agent that Borrower is in full compliance with all of the covenants
of Borrower contained in Articles VIII, IX and X of the Credit Agreement, as
amended, except to the extent affected by this Fifth Amendment.


 


10.                                 Except as heretofore
or herein expressly modified, or as may otherwise be inconsistent with the
terms of this Fifth Amendment (in which case the terms and conditions of this
Fifth Amendment shall govern), all terms of the Credit Agreement, as amended,
and all 


 


4

















 


documents and instruments executed and delivered in furtherance thereof
shall be and remain in full force and effect, and the same are hereby ratified
and confirmed in all respects.


 


11.                                 The undersigned
Guarantors execute this Fifth Amendment to expressly evidence their assent to
all the terms of the Credit Agreement, as amended, and this Fifth Amendment,
and to further acknowledge and agree that the Guaranty remains in full force
and effect and that the “Guaranteed Obligations” under the Guaranty shall
include, without limitation, all obligations of Borrower under the Credit
Agreement, as amended, and as amended by this Fifth Amendment.


 


* * * * *


 


5

















 


IN
WITNESS WHEREOF, this Fifth Amendment has been duly
executed as of the day and year first above written.


 


	
   

  	
  BORROWER:

  
	
   

  	
   

  
	
   

  	
  MOVIE GALLERY, INC.

  
	
   

  	
   

  
	
   

  	
  By:

  	
   /s/ S. Page Todd

  	
   

  
	
   

  	
   

  	
  S. Page Todd, its

  	
  EVP

  	
   

  
	
   

  	
   

  
	
   

  	
  GUARANTORS:

  
	
   

  	
   

  
	
   

  	
  M.G.A., INC.

  
	
   

  	
   

  
	
   

  	
  By:

  	
   /s/ S. Page Todd

  	
   

  
	
   

  	
   

  	
  S. Page Todd, its

  	
  EVP

  	
   

  
	
   

  	
   

  
	
   

  	
  MOVIE GALLERY FINANCE, INC.

  
	
   

  	
   

  
	
   

  	
  By:

  	
   /s/ S. Page Todd

  	
   

  
	
   

  	
   

  	
  S. Page Todd, its

  	
  VP

  	
   

  
	
   

  	
   

  
	
   

  	
  M.G. MIDWEST, INC.

  
	
   

  	
   

  
	
   

  	
  By:

  	
   /s/ S. Page Todd

  	
   

  
	
   

  	
   

  	
  S. Page Todd, its

  	
  EVP

  	
   

  
	
   

  	
   

  
	
   

  	
  MOVIE GALLERY CANADA, INC.

  
	
   

  	
   

  
	
   

  	
  By:

  	
   /s/ S. Page Todd

  	
   

  
	
   

  	
   

  	
  S. Page Todd, its

  	
  EVP

  	
   

  
	
   

  	
   

  
	
   

  	
  MOVIE GALLERY ASSET MANAGEMENT,

  
	
   

  	
  INC.

  
	
   

  	
   

  
	
   

  	
  By:

  	
   /s/ S. Page Todd

  	
   

  
	
   

  	
   

  	
  S. Page Todd, its

  	
  President

  	
   

  
	
   

  	
   

  
	
   

  	
  M.G.A. REALTY I, LLC

  
	
   

  	
   

  
	
   

  	
  By:

  	
  M.G. MIDWEST, INC., its Sole Member

  	
   

  
	
   

  	
   

  
	
   

  	
  By:

  	
   /s/ S. Page Todd

  	
   

  
	
   

  	
   

  	
  S. Page Todd, its

  	
  EVP

  	
   

  
						



 


6

















 


	
   

  	
  MOVIE GALLERY LICENSING, INC.

  
	
   

  	
   

  
	
   

  	
  By:

  	
   /s/ S. Page Todd

  	
   

  
	
   

  	
   

  	
  S. Page Todd, its

  	
  VP

  	
   

  
	
   

  	
   

  
	
   

  	
  MOVIE GALLERY SERVICES, INC.

  
	
   

  	
   

  
	
   

  	
  By:

  	
   /s/ S. Page Todd

  	
   

  
	
   

  	
   

  	
  S. Page Todd, its

  	
  EVP

  	
   

  
	
   

  	
   

  
	
   

  	
  M.G. DIGITAL, LLC

  
	
   

  	
   

  
	
   

  	
  By:

  	
  M.G. MIDWEST, INC., its Sole Member

  
	
   

  	
   

  
	
   

  	
  By:

  	
   /s/ S. Page Todd

  	
   

  
	
   

  	
   

  	
  S. Page Todd, its

  	
  EVP

  	
   

  
	
   

  	
   

  
	
   

  	
  VIDEO LIBRARY, INC.

  
	
   

  	
   

  
	
   

  	
  By:

  	
   /s/ S. Page Todd

  	
   

  
	
   

  	
   

  	
  S. Page Todd, its

  	
  EVP

  	
   

  
	
   

  	
   

  
	
   

  	
  AGENT:

  
	
   

  	
   

  
	
   

  	
  SOUTHTRUST BANK, as Agent

  
	
   

  	
   

  
	
   

  	
  By:

  	
   /s/ W. Spencer Ragland

  	
   

  
	
   

  	
  Its:

  	
   Group Vice President

  	
   

  
	
   

  	
   

  
	
  STATE OF ALABAMA

  	
   

  
	
  COUNTY OF HOUSTON

  	
   

  
						



 


I, the undersigned, a Notary Public in and
for said County in said State, hereby certify that S. Page Todd, whose name as
EVP of Movie Gallery, Inc., a Delaware corporation, is signed to the foregoing
instrument, and who is known to me, acknowledged before me that, being informed
of the contents of such instrument, he, as such officer and with full
authority, executed the same voluntarily for and as the act of said
corporation.


 


Given under my hand and official seal, this
the 29th day of September, 2004.


 


	
   

  	
  [SEAL]

  	
   

  
	
   

  	
  /s/ Martha F. Compton

  	
   

  
	
   

  	
  Notary Public

  
	
   

  	
  My Commission Expires:

  	
  7/30/05

  	
   

  
				



 


7

















 


STATE OF ALABAMA


COUNTY OF HOUSTON


 


I, the undersigned, a Notary Public in and for said County in said
State, hereby certify that S. Page Todd, whose name as EVP of M.G.A., Inc., a
Delaware corporation, is signed to the foregoing instrument, and who is known
to me, acknowledged before me that, being informed of the contents of such
instrument, he, as such officer and with full authority, executed the same
voluntarily for and as the act of said corporation.


 


Given under my hand and official seal, this the 29th day of September,
2004.


 


	
   

  	
  [SEAL]

  	
   

  
	
   

  	
  /s/ Martha F. Compton

  	
   

  
	
   

  	
  Notary Public

  
	
   

  	
  My Commission Expires:

  	
  7/30/05

  	
   

  
				



 


STATE OF ALABAMA


COUNTY OF HOUSTON


 


I, the undersigned, a Notary Public in and for said County in said
State, hereby certify that S. Page Todd, whose name as VP of Movie Gallery
Finance, Inc., a Delaware corporation, is signed to the foregoing instrument,
and who is known to me, acknowledged before me that, being informed of the
contents of such instrument, he, as such officer and with full authority,
executed the same voluntarily for and as the act of said corporation.


 


Given under my hand and official seal, this the 29th day of September,
2004.


 


	
   

  	
  [SEAL]

  	
   

  
	
   

  	
  /s/ Martha F. Compton

  	
   

  
	
   

  	
  Notary Public

  
	
   

  	
  My Commission Expires:

  	
  7/30/05

  	
   

  
				



 


STATE OF ALABAMA


COUNTY OF HOUSTON


 


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


 


Given under my hand and official seal, this the 29th day of September,
2004.


 


	
   

  	
  [SEAL]

  	
   

  
	
   

  	
  /s/ Martha F. Compton

  	
   

  
	
   

  	
  Notary Public

  
	
   

  	
  My Commission Expires:

  	
  7/30/05

  	
   

  
				



 


8

















 


STATE OF ALABAMA


COUNTY OF HOUSTON


 


I, the undersigned, a Notary Public in and for said County in said
State, hereby certify that S. Page Todd, whose name as EVP of Movie Gallery
Canada, Inc., a New Brunswick (Canada) corporation, is signed to the foregoing
instrument, and who is known to me, acknowledged before me that, being informed
of the contents of such instrument, he, as such officer and with full
authority, executed the same voluntarily for and as the act of said
corporation.


 


Given under my hand and official seal, this the 29th day of September,
2004.


 


	
   

  	
  [SEAL]

  	
   

  
	
   

  	
  /s/ Martha F. Compton

  	
   

  
	
   

  	
  Notary Public

  
	
   

  	
  My Commission Expires:

  	
  7/30/05

  	
   

  
				



 


STATE OF ALABAMA


COUNTY OF HOUSTON


 


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


 


Given under my hand and official seal, this the 29th day of September,
2004.


 


	
   

  	
  [SEAL]

  	
   

  
	
   

  	
  /s/ Martha F. Compton

  	
   

  
	
   

  	
  Notary Public

  
	
   

  	
  My Commission Expires:

  	
  7/30/05

  	
   

  
				



 


STATE OF ALABAMA


COUNTY OF HOUSTON


 


I, the undersigned, a Notary Public in and for said County in said
State, hereby certify that S. Page Todd, whose name as EVP of M.G. Midwest,
Inc., a Delaware corporation, as the sole Member of M.G.A. Realty I, LLC, a
Delaware limited liability company, is signed to the foregoing instrument, and
who is known to me, acknowledged before me that, being informed of the contents
of such instrument, he, as such officer and with full authority, executed the
same voluntarily for and as the act of said corporation in its capacity as sole
Member as aforesaid.


 


Given under my hand and official seal, this the 29th day of September,
2004.


 


	
   

  	
  [SEAL]

  	
   

  
	
   

  	
  /s/ Martha F. Compton

  	
   

  
	
   

  	
  Notary Public

  
	
   

  	
  My Commission Expires:

  	
  7/30/05

  	
   

  
				



 


9

















 


STATE OF ALABAMA


COUNTY OF HOUSTON


 


I, the undersigned, a Notary Public in and for said County in said
State, hereby certify that S. Page Todd, whose name as VP of Movie Gallery
Licensing, Inc., a Delaware corporation, is signed to the foregoing instrument,
and who is known to me, acknowledged before me that, being informed of the
contents of such instrument, he, as such officer and with full authority,
executed the same voluntarily for and as the act of said corporation.


 


Given under my hand and official seal, this the 29th day of September,
2004.


 


	
   

  	
  [SEAL]

  	
   

  
	
   

  	
  /s/ Martha F. Compton

  	
   

  
	
   

  	
  Notary Public

  
	
   

  	
  My Commission Expires:

  	
  7/30/05

  	
   

  
				



 


STATE OF ALABAMA


COUNTY OF HOUSTON


 


I, the undersigned, a Notary Public in and for said County in said
State, hereby certify that S. Page Todd, whose name as EVP of Movie Gallery
Services, Inc., a Delaware corporation, is signed to the foregoing instrument,
and who is known to me, acknowledged before me that, being informed of the
contents of such instrument, he, as such officer and with full authority,
executed the same voluntarily for and as the act of said corporation.


 


Given under my hand and official seal, this the 29th day of September,
2004.


 


	
   

  	
  [SEAL]

  	
   

  
	
   

  	
  /s/ Martha F. Compton

  	
   

  
	
   

  	
  Notary Public

  
	
   

  	
  My Commission Expires:

  	
  7/30/05

  	
   

  
				



 


STATE OF ALABAMA


COUNTY OF HOUSTON


 


I, the undersigned, a Notary Public in and for said County in said
State, hereby certify that S. Page Todd, whose name as EVP of M.G. Midwest,
Inc., a Delaware corporation, as the sole Member of M.G. Digital, LLC, a
Delaware limited liability company, is signed to the foregoing instrument, and
who is known to me, acknowledged before me that, being informed of the contents
of such instrument, he, as such officer and with full authority, executed the
same voluntarily for and as the act of said corporation in its capacity as sole
Member as aforesaid.


 


Given under my hand and official seal, this the 29th day of September,
2004.


 


	
   

  	
  [SEAL]

  	
   

  
	
   

  	
  /s/ Martha F. Compton

  	
   

  
	
   

  	
  Notary Public

  
	
   

  	
  My Commission Expires:

  	
  7/30/05

  	
   

  
				



 


10

















 


STATE OF ALABAMA


COUNTY OF HOUSTON


 


I, the undersigned, a Notary Public in and for said County in said
State, hereby certify that S. Page Todd, whose name as EVP of Video Library,
Inc., an Iowa corporation, is signed to the foregoing instrument, and who is
known to me, acknowledged before me that, being informed of the contents of
such instrument, he, as such officer and with full authority, executed the same
voluntarily for and as the act of said corporation.


 


Given under my hand and official seal, this the 29th day of September,
2004.


 


	
   

  	
  [SEAL]

  	
   

  
	
   

  	
  /s/ Martha F. Compton

  	
   

  
	
   

  	
  Notary Public

  
	
   

  	
  My Commission Expires:

  	
  7/30/05

  	
   

  
				



 


STATE OF ALABAMA


COUNTY OF JEFFERSON


 


I, the undersigned, a Notary Public in and for said County in said
State, hereby certify that William Spencer Ragland, whose name as Group Vice
President of SouthTrust Bank, an Alabama banking corporation, is signed to the
foregoing instrument, and who is known to me, acknowledged before me that,
being informed of the contents of such instrument, he, as such officer and with
full authority, executed the same voluntarily for and as the act of said
banking corporation.


 


Given under my hand and official seal, this the 30th day of September,
2004.


 


	
   

  	
  [SEAL]

  	
   

  
	
   

  	
  /s/ Valerie L. Riley

  	
   

  
	
   

  	
  Notary Public

  
	
   

  	
  My Commission Expires:

  	
  October 21, 2006

  	
   

  
				



 


11

















 


EXHIBIT C


 


LENDERS’ COMMITMENTS


 


	
  SouthTrust
  Bank

  	
   

  	
  $

  	
  25,000,000

  	
   

  
	
   

  	
   

  	
   

  	
   

  
	
  U.S. Bank,
  National Association

  	
   

  	
  $

  	
  23,000,000

  	
   

  
	
   

  	
   

  	
   

  	
   

  
	
  Regions Bank

  	
   

  	
  $

  	
  12,000,000

  	
   

  
	
   

  	
   

  	
   

  	
   

  
	
  Compass Bank

  	
   

  	
  $

  	
  15,000,000

  	
   

  



 


12