ASSET PURCHASE AGREEMENT

Exhibit 10.1

ASSET PURCHASE AGREEMENT

BY AND AMONG

ARCHER ACQUISITIONS, LLC

AND

ARCHWAY COOKIES LLC

Dated as of November 13 , 2008

ASSET PURCHASE AGREEMENT

     THIS ASSET PURCHASE AGREEMENT dated as of November 13, 2008 (this “ Agreement ”) is entered into by and between Archer Acquisitions, LLC, a North Carolina limited liability company, or its designee subject to the provisions of Section 13.3 (“ Purchaser ”), and Archway Cookies, LLC, a Delaware limited liability company (“ Seller ”), and for the purposes of Section 6.4, Lance, Inc., a North Carolina corporation and the indirect parent of Purchaser. Purchaser and Seller are sometimes individually referred to in this Agreement as a “ Party ” and collectively as the “ Parties .”

RECITALS:

      WHEREAS , Seller was engaged in the business of manufacturing and distributing branded cookies and snack foods (the “ Business ”).

      WHEREAS , Seller desires to sell, transfer, convey, assign and deliver the Purchased Assets (as defined below) and to assign the Assumed Liabilities (as defined below), as their interests may appear, and Purchaser desires to purchase, take delivery of and assume such Purchased Assets and Assumed Liabilities, upon the terms and subject to the conditions set forth herein;

      WHEREAS , Seller commenced a Chapter 11 Bankruptcy Case (the “ Bankruptcy Case ”) in the United States Bankruptcy Court for the District of Delaware (the “ Bankruptcy Court ”); and

      WHEREAS , the transactions contemplated by this Agreement (the “ Transactions ”) will be consummated pursuant to a Bidding Procedures Order and a Sale Approval Order (each as defined below) to be entered in the Bankruptcy Case under Sections 105, 363, 365 and other applicable provisions of the Bankruptcy Code (as defined below), and the Transactions and this Agreement are subject to the approval of the Bankruptcy Court.

      NOW , THEREFORE , in consideration of the foregoing and the mutual agreements, covenants, representations, warranties and promises set forth herein, and in order to prescribe the terms and conditions of such purchase and sale, intending to be legally bound, the Parties agree as follows:

      1. Definitions .

          1.1. Definitions . The following terms, as used herein, have the following meanings:

               (a) “ Affiliate ” means, with respect to any Person, any other Person directly or indirectly controlling, controlled by or under common control with, such other Person.

               (b) “ Agent of Bank Group ” means Wachovia Capital Finance Corporation (New England), together with its successors and assigns.

               (c) “ Archway Name ” means any name owned by or licensed to Seller including the words “Archway” or “A&M” and those other registered or unregistered trade names, trademarks or service marks expressly set forth on Schedule 2.1(e) of the Disclosure Schedules, together with the goodwill associated therewith.

               (d) “ Ashland Employees ” means the Seller’s full-time employees who had been working at the Plant for at least 90 days as of October 3, 2008 and are listed on Schedule 1.1(d) of the Disclosure Schedules.

               (e) “ Bank Group ” means Agent of the Bank Group and the other lenders from time to time parties to the Loan and Security Agreement dated January 28, 2005, as amended, by and among Agent of the Bank Group, the other members of the Bank Group, Seller and certain Affiliates of Seller.

               (f) “ Bankruptcy Code ” means Title 11 of the United States Code (11 U.S.C. § 101 et seq.), as amended.

               (g) “ Bid Deadline ” means November 25, 2008.

               (h) “ Bidding Procedures Order ” means an Order of the Bankruptcy Court, in form and substance reasonably satisfactory to Purchaser, Seller and their respective counsel, which contains bid procedures, protections and findings, that, among other things, (i) determines that this Agreement constitutes a Qualified Bid for the Purchased Assets, against which other parties interested in acquiring the Purchased Assets must bid; (ii) establishes a date by which any competing Qualified Bids must be submitted; (iii) approves the Bidding Procedures and payment of the Breakup Fee in accordance with the terms thereof and this Agreement; (iv) approves the Initial Overbid and the subsequent Incremental Bid Amount; (v) establishes the date of the Auction; (vi) sets a deadline for the filing of objections to the Sale Motion, including without limitation, the proposed Cure Amounts; and (vii) schedules the Sale Hearing to occur no later than December 2, 2008.

               (i) “ Business Day ” means a day other than Saturday, Sunday or other day on which commercial banks in New York, New York are authorized or required by law to close.

               (j) “ Claim ” means a “ claim ” as defined in Section 101(5) of the Bankruptcy Code.

               (k) “ Competing Proposal ” means a competitive bid or proposal from a Third Party (i) to acquire, directly or indirectly, the Purchased Assets whether in a separate transaction or series of transactions or as part of a plan of reorganization of Seller, (ii) for any merger, consolidation, liquidation, dissolution or similar transaction involving Seller, or (iii) to acquire, directly or indirectly, a majority of the outstanding equity of Seller.

               (l) “ Closing Date ” means the date of the Closing.

               (m) “ Code ” means the Internal Revenue Code of 1986, as amended.

               (n) “ Contract ” means any agreement or contract related to the Business, whether written or oral, including, but not limited to, Customer Contracts, Chapter 11 Licenses, licenses or agreements related to Intellectual Property Rights, leases, arrangements, undertakings and purchase and sales orders.

               (o) “ Cure Amounts ” means all unpaid amounts or unsatisfied obligations that must be paid or satisfied to effectuate, pursuant to all applicable provisions of the Bankruptcy Code, the assumption by and assignment to Purchaser of Assumed Contracts.

               (p) “ Customer Contract” means an arrangement, commitment, agreement or contract, whether oral or written, pursuant to which a Seller provides goods and/or services to a customer in connection with the Business.

               (q) “ Employee Benefit Plans ” means all employee benefit plans as defined in section 3(3) of ERISA, all compensation, pay, severance pay, salary continuation, bonus, incentive, stock option, retirement, pension, profit sharing or deferred compensation plans, Contracts, programs, funds or arrangements of any kind and all other employee benefit plans, programs, funds or arrangements (whether written or oral, qualified or nonqualified, funded or unfunded, foreign or domestic, currently effective or terminated, and whether or not subject to ERISA) and any trust, escrow or similar agreement related thereto, whether or not funded.

               (r) “ ERISA ” means the Employee Retirement Income Security Act of 1974, as amended.

               (s) “ Final Order ” means an order of the Bankruptcy Court, which is not the subject of any applicable stay.

               (t) “ Finished Good Inventory ” means all finished goods owned by Seller on the Closing Date.

               (u) “ Governmental Authority ” means a federal, state, county, local, foreign or other governmental or regulatory agency, authority (including self-regulatory authority), instrumentality, commission, board or body having jurisdiction over a Person.

               (v) “ Intellectual Property Right ” means the Archway Name, any mask work, invention, patent, trade secret, copyright, know-how (including any registrations or applications for registration of any of the foregoing), formulas or recipes, manufacturing methods, techniques and processes for products produced in the Business, license agreement or any other similar type of proprietary intellectual property right, together with all of the goodwill associated therewith.

               (w)  “IRS ” means the Internal Revenue Service of the United States.

               (x) “ Law ” means any code, law (including without limitation common law), ordinance, regulation, reporting or licensing requirement, rule or statute applicable to a Person, its assets, liabilities or business.

               (y) “ Lien ” means, with respect to any property or asset, any mortgage, lien, pledge, charge, security interest or other encumbrance in respect of such property or asset.

               (z) “ Material Adverse Effect ” or “ Material Adverse Change ” means a material adverse effect on or change in the Purchased Assets, taken as a whole, excluding any such effect or change to the extent resulting from or arising in connection with (i) the proposed Transactions or the public announcement thereof, (ii) changes in economic, regulatory or political conditions generally, (iii) changes resulting from the commencement or continuation of the Bankruptcy Case, and (iv) actions taken by Seller pursuant to (or as contemplated by) orders entered by the Bankruptcy Court in the Bankruptcy Case (vi) changes in the financial or stock markets in the United States of America, (vii) changes in national or international political, economic or social conditions as a result of war, military or terrorist attack upon the US, or any of its territories or possessions or diplomatic offices, (viii) changes in laws, rules, regulations or orders issued by any governmental entity, or (ix) any existing event, occurrence or circumstance with respect to which Purchaser has knowledge as of the date hereof.

               (aa) “ Mother’s Assets ” means the “Purchased Assets” as such term is defined in that certain Asset Purchase Agreement of even date herewith by and between Madre Capital, Inc. and Mother’s Cake and Cookie Co.

               (bb) “ Order ” means any administrative decision or award, decree, injunction, judgment, order, quasi-judicial decision or award, ruling, or writ of any federal, state, local or foreign or other court, arbitrator, mediator, tribunal, administrative agency, or regulatory authority.

               (cc) “ Petition Date ” means the date on which the Seller commenced the Bankruptcy Case by filing with the Bankruptcy Court a voluntary petition for relief under Chapter 11 of the Bankruptcy Code.

               (dd) “ Person ” means an individual, corporation, partnership, limited liability company, association, trust or other entity or organization, including a governmental unit or political subdivision thereof.

               (ee) “ Plant ” means that certain manufacturing facility owned by Seller situated on the Real Property located in Ashland Ohio.

               (ff) “ Pre-Closing Inventory ” means any all finished goods, raw materials, work in process, and inventoriable supplies owned by Seller prior to the Closing Date.

               (gg) “ Pre-Closing Tax Period ” means (i) any Tax period ending on or before the Closing Date and (ii) with respect to a Straddle Tax Period, the portion of such period up to and including the Closing Date.

               (hh) “ Property Taxes ” means all real property Taxes, personal property Taxes and similar ad valorem obligations levied with respect to the Purchased Assets for any Tax period.

               (ii) “ Qualified Bid ” means a Competing Proposal that is determined to be a Qualified Bid under the Bidding Procedures Order. This Agreement shall be deemed to be a Qualified Bid for the Purchased Assets.

               (jj) “ Qualified Bidder ” means a Person (a) who has delivered to a Seller a Qualified Bid that Seller, in good faith, believes is reasonably likely to lead to an acceptable offer for the Purchased Assets, and (b) whom Seller in good faith determines is reasonably likely (based on the availability of financing and proof of financial wherewithal, experience and other relevant considerations) to be able to consummate a transaction based on the Qualified Bid, if selected as the successful bidder for the Purchased Assets. Purchaser shall be deemed to be a Qualified Bidder.

               (kk) “ Sale Approval Order ” means an Order of the Bankruptcy Court, in form and substance reasonably acceptable to Purchaser, Seller and their respective counsel, that, among other things contains usual and customary findings of fact and conclusions of law by the Bankruptcy Court and, (i) grants the Sale Motion; (ii) approves and authorizes Seller to enter into this Agreement (or any amended version of such agreement agreed upon by the Parties in writing) and consummate the Transactions; (iii) determines that this Agreement was proposed by Purchaser in good faith and represents the highest and best offer for the Purchased Assets and should be approved; (iv) determines that Purchaser is a good faith purchaser under Section 363(m) of the Bankruptcy Code and that the provisions of Section 363(n) of the Bankruptcy Code have not been violated; (v) determines that the Purchased Assets may be sold free and clear of all Liens and interests in full compliance with Section 363(f) of the Bankruptcy Code; (vi) authorizes and directs Seller to sell the Purchased Assets to Purchaser pursuant to this Agreement (or any amended version of such agreement agreed upon by the Parties in writing) and all applicable provisions of the Bankruptcy Code, free and clear of all Liens (including any and all “interests” in the Purchased Assets within the meaning of Section 363(f) of the Bankruptcy Code), other than the Assumed Liabilities and the Permitted Liens; (vii) authorizes and directs Seller to execute, deliver, perform under, consummate and implement this Agreement (or any amended version of such agreement agreed upon by the Parties in writing), together with all additional instruments and documents that may be reasonably necessary or desirable to implement the foregoing; (viii) approves and establishes procedures for the assumption and assignment of Assumed Contracts in accordance with section 7.6 of this Agreement; (ix) provides that Purchaser is not the successor to the Seller or its bankruptcy estate by reason of any theory of law or equity and that Purchaser has not assumed any liability or obligation of the Seller or its bankruptcy estate except as otherwise expressly provided in this Agreement; (x) provides that Purchaser has no obligation to pay any liabilities or obligations of Seller of any kind, except as expressly provided in this Agreement; (xi) to the extent enforceable under applicable law, enjoins the holder of any lien or interest in Seller or any of the Purchased Assets from interfering with Purchaser’s title or use and enjoyment of the Purchased Assets based upon or related to such lien or interest on and after the Closing Date; (xii) provides for the Bankruptcy Court to obtain jurisdiction to enforce or implement the terms and provisions of this Agreement and the Sale Approval Order; and (xiii) provides that, notwithstanding Bankruptcy Rule 6004(h) and 6006(d), the Sale Approval Order shall be effective and enforceable immediately upon its entry, shall be self-executing and shall authorize Seller and Purchaser, in the absence of any stay pending appeal, to consummate the Transactions.

               (ll) “ Sale Motion ” means the motion or motions, filed and served by Seller, pursuant to all applicable provisions of the Bankruptcy Code and the Bankruptcy Rules, in the Bankruptcy Case seeking, among other things, to obtain entry of the Sale Approval Order, approve the Transactions, and authorize the assumption and assignment of the Assumed Contracts to Purchaser in accordance with this Agreement.

               (mm) “ SEC ” means the Securities and Exchange Commission.

               (nn) “ Seller Benefit Plan ” means all Employee Benefit Plans currently or previously sponsored or maintained by Seller or any of Seller’s Affiliates (collectively, the “ Seller Controlled Group ”) or their respective predecessors or with respect to which the Seller Controlled Group or their respective predecessors has made or is required to make payments, transfers or contributions in respect of any present or former employees, directors, officers, shareholders, consultants or independent contractors of Seller or any of the Seller’s Affiliates or their respective predecessors, and all insurance policies, fiduciary liability policies, benefit administration contracts, actuarial contracts, trusts, escrows, surety bonds, letters of credit and other contracts primarily relating to any such Employee Benefit Plan.

               (oo) “ Seller’s Knowledge ” means the actual knowledge of Jeff Granger, Sam Williams, and Jennifer Marquette, Vice President Employment Relations.

               (pp) “ Straddle Tax Period ” means a Tax period that commences before the Closing Date and ends after the Closing Date.

               (qq) “ Tax ” means (i) any federal, state, local, foreign or other income, gross receipts, license, payroll, employment, excise, severance, stamp, occupation, premium, windfall profits, environmental, customs duties, capital stock, franchise, profits, withholding, social security (or similar), unemployment, disability, real property, personal property, ad valorem, sales, use, transfer, registration, value added, general service, alternative or add-on minimum, estimated or other tax of any kind whatsoever, however denominated, or computed, and including any interest, penalty, or addition thereto, whether disputed or not; (ii) liability for the payment of any amounts of the type described in clause (i) arising as a result of being (or ceasing to be) a member of any consolidated, combined, unitary or affiliated group; and (iii) liability for the payment of any amounts of the type described in clause (i) or (ii) as a transferee or successor, by Contract or from or any express or implied obligation to indemnify or otherwise assume or succeed to the liability of any other Person.

               (rr) “ Tax Return ” means any return, declaration, report, claim for refund, or information return or other document or statement relating to Taxes, including any form, schedule or attachment thereto and any amendment or supplement thereof.

               (ss) “ Third Party ” or “ Third Parties ” means any Person that is not Purchaser or a Seller, or an Affiliate of Purchaser or Seller.

               (tt) “ Transaction Documents ” means this Agreement and all other documents or agreements contemplated by this Agreement to be executed and delivered in connection with this Agreement.

               (uu) “ WARN Act ” means the Worker Adjustment and Retraining Notification Act of 1988 or similar state law.

          1.2. Cross References . Each of the following terms is defined in the Section set forth opposite such term:

      2.  Purchase and Sale .

          2.1. Purchase and Sale . Subject to the terms and conditions set forth in this Agreement, at the Closing, Seller agrees to sell, transfer and deliver to Purchaser, and Purchaser agrees to purchase, acquire and accept from Seller, on an “as is, where is” basis and without any representation or warranty on the part of any Seller except as expressly set forth herein, all right, title and interest of such Seller as of the Closing Date in and to the following assets, properties and rights (the “ Purchased Assets ”), free and clear of all Liens and Claims (other than Permitted Liens and the Assumed Liabilities) to the maximum extent permitted by Section 363 of the Bankruptcy Code:

               (a) all Assumed Contracts as defined and determined in accordance with Section 7.6;

               (b) the Kronos Electronic Timekeeping System and all accompanying software and documentation, to the extent transferable under applicable Law without Third Party consent;

               (c) all packaging materials, raw materials and inventoriable supplies owned by Seller and located at the Plant on the Closing Date;

               (d) all licenses, permits or other governmental authorizations of Seller, but only to the extent transferable under applicable law without approval of any governmental agency except the Bankruptcy Court (“ Chapter 11 Licenses ”);

               (e) all Intellectual Property Rights of Seller, including without limitation Registered Trademarks listed on Schedule 2.1(e) , provided that in the case of intellectual property owned by Third Parties and licensed to Seller, such property shall be a Purchased Asset to the extent transferable without Third Party consent under applicable law including 11 U.S.C § 365;

               (f) all machinery, equipment (including but not limited to manufacturing and office equipment), furniture, furnishings, fixtures, leasehold improvements and other items of tangible personal property, including but not limited to the items listed on Schedule 2 . 1 ( f ) of the Disclosure Schedules, located at the Plant on the Closing Date (“ Personal Property ”);

               (g) all cars, trucks, forklifts, other industrial vehicles and other motor vehicles, including the items listed on Schedule 2 . 1 ( g ) of the Disclosure Schedules;

               (h) all rights of Seller under all warranties, representations, indemnities, waivers or guaranties made by third parties to or for the benefit of any Seller with respect to the Purchased Assets;

               (i) all proceeds payable under any insurance policy in consideration of any damage occurring to the Purchased Assets after the execution of this Agreement and prior to the Closing as a result of any fire, storm, accident or other casualty;

               (j) all real property identified on Schedule 2.1(j) of the Disclosure Schedules (“ Real Property ”); provided, however, that Purchaser shall have the right to designate that parcel of real property identified as Parcel No. 2 on Schedule 2.1(j) of the Disclosure Schedules as an Excluded Asset. Any such designation of Parcel No. 2 on Schedule 2.1(j) of the Disclosure Schedules as an Excluded Asset shall be made no later than five (5) days prior to the Closing Date and shall not result in any reduction of the Purchase Price.

               (k) the goodwill of the Business, including, but not limited to, goodwill associated with the Archway Name and assumed names included in the Intellectual Property Rights;

               (l) all deposits of any kind or nature held by any Third Party other than the Agent of the Bank Group or any member of the Bank Group in respect of the Seller’s interest in the Real Property; and

               (m) all prepaid expenses related to the Purchased Assets or the Assumed Liabilities.

          2.2. Excluded Assets . Notwithstanding any other provision of this Agreement to the contrary, the Purchased Assets shall not include any assets, properties or rights not specifically identified in Section 2.1 including the following (the “ Excluded Assets ”):

               (a) all of Seller’s cash and cash equivalents on hand (including all undeposited checks) and in banks or other financial institutions;

               (b) all accounts receivable of Seller arising from the sale of goods or provision of services related to the Business, including, without limitation, trade and miscellaneous accounts receivable, recorded as an asset of the Business or charged to the Business on the books of Seller, or arising out of the Business;

               (c) all books, records and other documents (whether on paper, computer diskette, tape or other storage media) of Seller relating to the Business or the Purchased Assets including minute books, organizational documents, property records, purchase and sale records, credit data, marketing, advertising and promotional materials, personnel and payroll records (to the extent permitted by applicable law), accounting and financial records, fixed asset lists, vendor lists, customer lists, customer records and information, supplier lists, parts lists, correspondence, files and similar items (collectively, the “ Books and Records ”);

               (d) all of Seller’s computer software and software systems (including but not limited to licenses, computer programs, source and object codes, as well as all documentation and listings related thereto used in the Business), other than as described in Section 2.1(b);

               (e) any and all unexpired leases or executory contracts not identified in this Agreement as an Assumed Contract;

               (f) except as specified in Section 2.1(i), all insurance policies owned by Seller or relating to the Business, including without limitation all director’s and officer’s liability policies, all life insurance policies on any current or former officer, director, or employee of Seller, all claims and other rights arising under such policies (whether prior to or after the Closing Date), and all credits, premium refunds, cash surrender values, proceeds, causes of action or rights thereunder;

               (g) any and all claims or causes of action of any kind or nature (whether prior to or after the Closing), including without limitation all avoidance actions in the Bankruptcy Case;

               (h) all rights of Seller arising under this Agreement or in connection with the Transactions;

               (i) any Purchased Asset sold or otherwise disposed of in compliance with Section 5.1(a) prior to the Closing Date;

               (j) any Tax refund, Tax rebate or Tax reimbursement in respect of a Pre-Closing Tax Period that is due to Seller or their Affiliates;

               (k) any insurance or other refunds or monies due Seller of any kind or nature, except for deposits or prepaid expenses described in Sections 2.1(l) or (m);

               (l) all deposits of any kind or nature whatsoever that are either unrelated to the Purchased Assets or Assumed Liabilities;

               (m) all of the real estate leases identified by Purchaser under Section 7.6 (including, without limitation, any assignment of a real estate lease or sublease);

               (n) all Mother’s Assets; and

               (o) all Finished Goods Inventory, provided however that Seller’s right to sell or dispose of Finished Goods Inventory shall terminate two (2) weeks after the Closing Date (“ Final Inventory Date ”), and whatever Finished Goods Inventory which has not been sold, or otherwise transferred or conveyed by such Final Inventory Date, shall at Purchaser’s option by written notice to Seller, become the property of Purchaser.

          2.3. Assumed Liabilities . Upon the terms and subject to the conditions of this Agreement, Purchaser agrees, effective at the time of the Closing, to assume, pay, perform and discharge promptly, when payment or performance is due or required, the following liabilities and obligations of Seller or the Business (the “ Assumed Liabilities ”):

               (a) all Cure Amounts;

               (b) all liabilities and obligations arising after the Closing with respect to the Assumed Contracts; and

               (c) all costs, expenses and liabilities prorated to Purchaser as specifically identified and set forth in this Agreement (including Section 8.3).

          2.4. Excluded Liabilities . Notwithstanding any other provision of this Agreement to the contrary, Purchaser is assuming only the Assumed Liabilities and is not assuming any other liability or obligation of Seller of whatever nature, whether known or unknown, absolute, contingent, presently in existence or arising hereafter and whether or not related to the Purchased Assets or the Business, including, without limitation, any liability or obligation of Seller to, or in any way connected with, any present or former employees, whether full-time, part-time, temporary, seasonal, in laid-off or inactive status, contingent/contract, leased, or otherwise, of Seller (and their respective spouses, dependents, and heirs or assigns), including, without limitation, (i) all liabilities and obligations under any Seller Benefit Plan; (ii) all liabilities and obligations in connection with and with respect to the WARN Act or any other applicable state or federal law relating to plant closings or mass layoffs; (iii) all liabilities and obligations of Seller relating to present or former employees who are receiving as of the Closing Date, or who are or could become eligible to receive, any benefits of any kind arising out of or related in any way to the employment of persons by the Seller, including, without limitation, short- or long-term disability benefits or benefits under applicable unemployment compensation laws; (iv) all liabilities and obligations to present or former employees arising out of or related in any way to their respective employment with the Seller and the termination thereof; (v) all liabilities and obligations to present or former employees arising out of or related in any way to claims under any federal or state statute, regulation, common law, or public policy, including, but not limited to, The Civil Rights Act of 1866; The Civil Rights Act of 1871; The Civil Rights Act of 1991; Sarbanes-Oxley Act of 2002; Title VII of the Civil Rights Act of 1964, as amended, the Age Discrimination in Employment Act; the Older Workers Benefits Protection Act; the Americans with Disabilities Act; ERISA; COBRA; the National Labor Relations Act of 1935; the Equal Pay Act of 1964; the Family and Medical Leave Act; and the Fair Labor Standards Act; (vi) any liabilities and obligations of Seller to any unions or any other similar law; and (vii) all liabilities for Taxes (whether federal, state, local or foreign), including Taxes incurred in respect of or measured by (1) the sales of goods or services by Seller, (2) the wages or other compensation paid by Seller to its employees, (3) the value of Seller’s property (personal as well as real property), (4) the income of Seller earned on or realized prior to the Closing Date, and (5) any gain and income from the sale of the Purchased Assets. All such other liabilities and obligations shall be retained by and remain obligations and liabilities of Seller (all such liabilities and obligations not being assumed being herein referred to as the “ Excluded Liabilities ”).

          2.5. Intentionally Omitted .

          2.6. Purchase Price; Deposit; Cure Amounts; Allocation of Purchase Price .

               (a) In addition to the assumption of the Assumed Liabilities, in consideration for the sale, transfer and delivery of the Purchased Assets, Purchaser shall pay to

Seller in cash an amount equal to $31,075,000 cash (the “ Purchase Price ”), less the Deposit and less the Breakup Fee of $950,000.

               (b) A good faith deposit of one million five hundred thousand dollars ($1,500,000) (the “ Deposit ”) shall be paid to the Agent for the Bank Group within one (1) Business Day after entry of the Bidding Procedures Order. The balance of the Purchase Price shall be paid to Seller at the Closing in immediately available funds wired to a bank account (or accounts) as shall be designated in writing no later than one (1) day prior to the Closing Date by Seller to Purchaser. The Deposit may be retained by Seller (i) at the Closing as a credit against the Purchase Price, or (ii) without limiting any other rights or remedies of Seller, if this Agreement is terminated pursuant to Section 12.1(e). Except as described in the previous sentence and provided that Purchaser is not in default of this Agreement, the Deposit shall be returned to Purchaser within five (5) Business Days after any termination of this Agreement pursuant to Sections 12.1 (a), (b), (c), (d), (f) or (g). Until Seller is entitled to apply the Deposit to the Purchase Price or is obligated to return the Deposit to the Purchaser under this Section 2.6(b), Agent for the Bank Group shall hold the Deposit in accordance with the terms of the Bidding Procedures Order. Interest earned on the Deposit shall accompany the Deposit and be paid to the party who is entitled to receive the Deposit pursuant to this Section 2.6(b).

               (c) All Cure Amounts, if any, shall be paid by Purchaser pursuant to the procedures for the assumption and assignment of Assumed Contracts set forth in Section 7.6 of this Agreement.

               (d) Purchaser and Seller agree that the Purchase Price, applicable Assumed Liabilities and other relevant items for Tax purposes shall be allocated in accordance with Section 1060 of the Code and the Treasury Regulations promulgated thereunder and Schedule 2 . 6 ( d ) of the Disclosure Schedules (such schedule to be (i) submitted by Purchaser to Seller and (ii) approved by Seller, all to be completed prior to Closing). Purchaser and Seller each agree to provide the other promptly with any other information required to complete Schedule 2 . 6 ( d ) of the Disclosure Schedules. Such allocation shall be binding on Purchaser and Seller for all purposes, including the reporting of Seller’s gain or loss and determination of Purchaser’s basis for income Tax purposes, and each of the Parties hereto agrees that it will file a statement (on IRS Form 8594 or other applicable form) setting forth such allocation with its federal and applicable state income Tax Returns and will also file such further information or take such further actions as may be necessary to comply with Section 1060 of the Code and the Treasury Regulations promulgated thereunder and similar applicable state Tax Laws.

          2.7. INTENTIONALLY OMITTED

          2.8. Closing . The closing (the “ Closing ”) of the purchase and sale of the Purchased Assets and the assumption of the Assumed Liabilities shall take place in New York, New York at the offices of Duane Morris, LLP, on December 2, 2008, or such later date as soon as reasonably practicable after satisfaction of the conditions set forth in Section 10 (other than those requiring a delivery, or the taking of other action, at the Closing), but in all events within three (3) Business days after the satisfaction of such conditions, or at such other time or place as Purchaser and Seller may agree (the “ Closing Date ”).

          2.9. Deliveries by Seller . At the Closing, Seller will deliver or cause to be delivered to Purchaser (unless delivered previously) the following:

               (a) a Bill of Sale, Assignment and Assumption Agreement in form and substance reasonably agreed to by the Parties (the “ Assignment and Assumption Agreement ”), duly executed by Seller, pursuant to which Seller shall transfer and convey the Purchased Assets to Purchaser;

               (b) incumbency certificates dated the Closing Date certifying the incumbency of that Person authorized by the Bankruptcy Court to act on behalf of Seller and who has executed this Agreement or any of the other Transaction Documents. These certificates shall contain specimens of the signatures of each of such authorized Persons;

               (c) a certificate of the Secretary of State for the State of Delaware stating that the Seller is in good standing under the Laws of the State of Delaware; and

               (d) all other certificates, documents, instruments and writings required to convey the Purchased Assets to Purchaser pursuant to the Sale Order.

          2.10. Deliveries by Purchaser. At the Closing, Purchaser will deliver or cause to be delivered to Seller in accordance with the terms of this Agreement (unless previously delivered) the following:

               (a) the Purchase Price (less the Deposit);

               (b) the Assignment and Assumption Agreement, duly executed by Purchaser;

               (c) an incumbency certificate dated the Closing Date certifying the incumbency of all officers of Purchaser who have executed this Agreement or any of the other Transaction Documents. These certificates shall contain specimens of the signatures of each of such officers and shall be executed by an officer of Purchaser other than an officer whose incumbency or authority is certified;

               (d) certificate of the Secretary of State of the State of North Carolina stating that the Purchaser is a limited liability company in good standing under the Laws of such state; and

               (e) all other documents, instruments and writings reasonably requested by Seller to be delivered by Purchaser at or prior to the Closing in connection with the consummation of the Transactions pursuant to this Agreement.

      3.  Representations and Warranties of Seller . Subject to the terms, conditions and limitations set forth in this Agreement, including without limitation Section 13.10, Seller hereby represents and warrants to Purchaser as of the date hereof that to the Seller’s Knowledge:

          3.1. Organization . The Seller is a limited liability company validly existing under the laws of the State of Delaware, and has full limited liability company power and

authority to own, lease and operate the Purchased Assets. Complete and correct copies of the Certificate of Formation and all amendments thereto (certified by the Secretary of State of Delaware), and the Limited Liability Company Agreement of Seller and all amendments thereto (certified by the Secretary of Seller) have been provided to Purchaser. Seller has no subsidiaries.

          3.2. Authorization . The execution, delivery and performance of this Agreement and the other Transaction Documents to which Seller is a party and the consummation of the Transactions are within Seller’s limited liability company powers and have been duly authorized by all necessary action on the part of Seller, or as otherwise authorized by the Bankruptcy Court. This Agreement has been duly executed and delivered by Seller. Subject to entry by the Bankruptcy Court of the Sale Approval Order in the Bankruptcy Case, this Agreement constitutes a valid and binding agreement of Seller that is enforceable in accordance with its terms, except as enforcement thereof may be limited by the effect of bankruptcy, insolvency, reorganization, moratorium and other Laws affecting creditors’ rights generally.

          3.3. Governmental Authorization . Except as disclosed in Schedule 3 . 3 of the Disclosure Schedules, the execution, delivery and performance by Seller of this Agreement and the consummation of the transactions contemplated hereby by Seller require no action by or in respect of, or filing with, any governmental body, agency or official other than consents, approvals or authorizations of, or declarations or filings with, the Bankruptcy Court, provided that nothing herein contained shall constitute a representation or warranty that Seller has all licenses or permits in connection with the Purchased Assets, or will be able to transfer any such governmental licenses or permits if such transfer requires the consent or approval of any governmental authority other than the Bankruptcy Court.

          3.4. Noncontravention . Subject to entry by the Bankruptcy Court of the Sale Approval Order in the Bankruptcy Case, the execution, delivery and performance by Seller of this Agreement and the other Transaction Documents to which it is a party and the consummation of the Transactions do not and will not (i) violate Seller’s Certificate of Formation or Limited Liability Company Agreement, (ii) assuming compliance with the matters referred to in Section 3.3, violate any applicable Law or Order, or (iii) result in the creation or imposition of any Lien on any Purchased Asset, except for Permitted Liens.

          3.5. Required Consents . Except for consents, approvals or authorizations of, or declarations or filings with, the Bankruptcy Court, except for Third Party consents, if any, necessary to transfer or assign