BRIDGE CREDIT AGREEMENT

Bridge Loan Agreement

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Title: BRIDGE CREDIT AGREEMENT
Governing Law: North Carolina Date: 10/24/2005
Industry: FODMFG Sector: NONCYC

EX-10.1

Exhibit 10.1

BRIDGE CREDIT AGREEMENT

dated as of October 21, 2005

between

LANCE, INC.,

BANK OF AMERICA, NATIONAL ASSOCIATION,
as Agent and sole initial Lender,

BANC OF AMERICA SECURITIES LLC
as Lead Arranger and Book Manager

TABLE OF CONTENTS


	Page
ARTICLE I DEFINITIONS		1

1.1 Certain Defined Terms		1

1.2 Other Interpretive Provisions		16

1.3 Accounting Principles		17

ARTICLE II THE CREDITS		17

2.1 Amounts and Terms of Commitments		17

2.2 Loan Accounts		17

2.3 Procedure for Borrowing		18

2.4 Conversion and Continuation Elections for Borrowings		19

2.5 Termination or Reduction of Commitments		20

2.6 Prepayments		20

2.7 Repayment		21

2.8 Interest		21

2.9 Facility Fees		21

2.10 Computation of Fees and Interest		21

2.11 Payments by the Borrower		22

2.12 Payments by the Lenders to the Agent		22

2.13 Sharing of Payments		23

ARTICLE III TAXES, YIELD PROTECTION AND ILLEGALITY		24

3.1 Taxes		24

3.2 Illegality		25

3.3 Increased Costs and Reduction of Return		25

3.4 Funding Losses		26

3.5 Inability to Determine Rates		27

3.6 Certificates of Lenders		27

3.7 Substitution of Lenders		27

3.8 Survival		27

ARTICLE IV CONDITIONS PRECEDENT		27

4.1 Conditions to Effectiveness		27

-i-

TABLE OF CONTENTS
(continued)


	Page
4.2 Conditions to All Credit Extensions		29

ARTICLE V REPRESENTATIONS AND WARRANTIES		29

5.1 Corporate Existence and Power		29

5.2 Corporate Authorization; No Contravention		30

5.3 Governmental Authorization		30

5.4 Binding Effect		30

5.5 Litigation		30

5.6 No Default		30

5.7 ERISA Compliance		31

5.8 Use of Proceeds; Margin Regulations		31

5.9 Title to Properties		31

5.10 Taxes		32

5.11 Financial Condition		32

5.12 Environmental Matters		32

5.13 Regulated Entities		32

5.14 No Burdensome Restrictions		32

5.15 Copyrights, Patents, Trademarks and Licenses, etc		32

5.16 Subsidiaries		33

5.17 Insurance		33

5.18 Swap Obligations		33

5.19 Full Disclosure		33

ARTICLE VI AFFIRMATIVE COVENANTS		33

6.1 Financial Statements		33

6.2 Certificates; Other Information		34

6.3 Notices		34

6.4 Preservation of Corporate Existence, Etc		35

6.5 Maintenance of Property		36

6.6 Insurance		36

6.7 Payment of Obligations		36

-ii-

TABLE OF CONTENTS
(continued)


	Page
6.8 Compliance with Laws		36

6.9 Compliance with ERISA		36

6.10 Inspection of Property and Books and Records		36	<