BRIDGE CREDIT AGREEMENT

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

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BRIDGE CREDIT AGREEMENT

     This BRIDGE CREDIT AGREEMENT is entered into as of October 21, 2005, between LANCE, INC., a North Carolina corporation (the “ Borrower ”), and BANK OF AMERICA, NATIONAL ASSOCIATION, as the sole initial lender hereunder (together with any assigns and successors in such capacity, individually a “ Lender ” and collectively the “ Lenders ”) and as administrative agent for the Lenders (the “ Agent ”).

WITNESSETH :

     WHEREAS, the Borrower wishes to finance its acquisition of assets of Tom’s Foods Inc. out of the bankruptcy estate pursuant to a Section 363 auction process (the “ Tom’s Foods Acquisition ”) and the Lender is willing to provide such financing on the terms and conditions stated herein;

     NOW, THEREFORE, in consideration of the mutual agreements, provisions and covenants contained herein, the parties agree as follows:

ARTICLE I

DEFINITIONS

1.1 Certain Defined Terms . The following terms have the following meanings:

      Acquisition means any transaction or series of related transactions for the purpose of or resulting, directly or indirectly, in (a) the acquisition of all or substantially all of the assets of a Person, or of any business or division of a Person, (b) the acquisition of in excess of 50% of the capital stock, partnership interests, membership interests or equity of any Person, or otherwise causing any Person to become a Subsidiary, or (c) a merger or consolidation or amalgamation or any other combination with another Person (other than a Person that is a Subsidiary) provided that the Borrower or the Subsidiary is the surviving entity or, in the case of an amalgamation, the resulting corporation has provided an assumption agreement and all other assurances as the Agent may reasonably require.

      Affiliate means, as to any Person, any other Person which, directly or indirectly, is in control of, is controlled by, or is under common control with such Person. A Person shall be deemed to control another Person if the controlling Person possesses, directly or indirectly, the power to direct or cause the direction of the management and policies of the other Person, whether through the ownership of voting securities or membership interests, by contract or otherwise.

      Agent means Bank of America in its capacity as agent for the Lenders hereunder, and any successor thereto in such capacity arising under Section 9.9 .

      Agent-Related Persons means Bank of America and any successor to Bank of America as Agent arising under Section 9.9 , together with their respective Affiliates

(including, in the case of Bank of America, the Arranger), and the officers, directors, employees, agents and attorneys-in-fact of such Persons and Affiliates.

      Agent’s Payment Office means the address for payments set forth on Schedule 10.2 or such other address as the Agent may from time to time specify.

      Aggregate Commitment means at any time an amount equal to the aggregate amount of the Commitments of all Lenders. The initial amount of the Aggregate Commitment is U.S.$50,000,000.

      Agreement means this Bridge Credit Agreement.

      Applicable Law means, with reference to any Person, all laws (foreign or domestic), ordinances and treaties and all judgments, decrees, injunctions, writs and orders of any court, arbitrator or Governmental Authority, and all rules and regulations of any Governmental Authority applicable to such Person.

      Applicable Margin means (a) initially, 0.35% per annum, and (b) beginning on any date on which the Applicable Margin is to be adjusted pursuant to the sentence following the table below, the rate per annum set forth in the table below opposite the applicable Total Debt to EBITDA Ratio:

The Applicable Margin for all Offshore Rate Loans shall be adjusted, to the extent applicable, 46 days (or, in the case of the last fiscal quarter of any year, 101 days) after the end of each fiscal quarter (or, if earlier, 10 days following delivery by the Borrower of the financial statements required by subsection 6.1(a) or 6.1(b) , as applicable, and the related Compliance Certificate required by subsection 6.2(a) for such fiscal quarter), based on the Total Debt to EBITDA Ratio as of the last day of such fiscal quarter; it being understood that if the Borrower fails to deliver the financial statements required by subsection 6.1(a) or 6.1(b) , as applicable, and the related Compliance Certificate required by subsection 6.2(a) by the 46th day (or, if applicable, the 101st day) after any fiscal

quarter, the Applicable Margin shall be 0.575% until such financial statements and Compliance Certificate are delivered.

      Arranger means Banc of America Securities LLC.

      Assignee — see subsection 10.8(a) .

      Assignment and Acceptance — see subsection 10.8(a) .

      Attorney Costs means and includes all reasonable fees and disbursements of any law firm or other external counsel and, without duplication, the allocated cost of internal legal services and all reasonable disbursements of internal counsel provided that all attorneys’ fees shall be determined without regard to any statutory presumption based on the standard hourly rates for such attorneys and the actual hours expended.

      Bank of America means Bank of America, National Association, a national banking association.

      Bankruptcy Code means the Federal Bankruptcy Reform Act of 1978 (11 U.S.C. §101, et seq .).

      Borrower — see preamble to this Agreement.

      Borrowing means a borrowing hereunder consisting of Loans of the same Type made to the Borrower on the same day by one or more Lenders under Article II and, other than in the case of U.S. Base Rate Loans, having the same Interest Period.

      Borrowing Date means any date on which a Borrowing occurs under Section 2.3 .

      Business Day means any 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 and, if the applicable Business Day relates to any Offshore Rate Loan, means such a day on which dealings are carried on in the London offshore dollar interbank market.

      Capital Adequacy Regulation means any guideline, request or directive of any central bank or other relevant Governmental Authority, or any other law, rule or regulation, whether or not having the force of law, in each case, regarding capital adequacy of any bank or of any corporation controlling a bank.

      Change of Control means any of the following events:

          (a) any Person or group (within the meaning of Rule 13d-5 of the SEC under the Securities Exchange Act of 1934 as in effect on the date hereof) (other than the Van Every Family) shall become the Beneficial Owner (as defined in Rule 13d-3 of the SEC under the Securities Exchange Act of 1934 as in effect on the date hereof) of 20% or more of the capital stock or other equity interests of the Borrower the holders of which are entitled under ordinary circumstances (irrespective of whether at the time the holders of such stock or other equity

interests shall have or might have voting power by reason of the happening of any contingency) to vote for the election of the directors of the Borrower; or

           (b) a majority of the members of the Board of Directors of the Borrower shall cease to be Continuing Members.

      Code means the U.S. Internal Revenue Code of 1986, and regulations promulgated thereunder.

      Commitment — see Section 2.1 . As of the Effective Date, the amount of the Aggregate Commitments of the sole initial Lender is U.S.$50,000,000.

      Compliance Certificate means a certificate substantially in the form of Exhibit C .

      Computation Period means any period of four consecutive fiscal quarters ending on the last day of a fiscal quarter.

      Contingent Obligation means, as to any Person, without duplication, any direct or indirect liability of such Person, whether or not contingent, with or without recourse, (a) with respect to any Indebtedness, lease, dividend, letter of credit or other obligation (the “primary obligations”) of another Person (the “primary obligor”), including any obligation of such Person (i) to purchase, repurchase or otherwise acquire such primary obligations or any security therefor, (ii) to advance or provide funds for the payment or discharge of any such primary obligation, or to maintain working capital or equity capital of the primary obligor or otherwise to maintain the net worth or solvency or any balance sheet item, level of income or financial condition of the primary obligor, (iii) to purchase property, securities or services primarily for the purpose of assuring the owner of any such primary obligation of the ability of the primary obligor to make payment of such primary obligation, or (iv) otherwise to assure or hold harmless the holder of any such primary obligation against loss in respect thereof (each a “ Guaranty Obligation ”); (b) with respect to any Surety Instrument issued for the account of such Person or as to which such Person is otherwise liable for reimbursement of drawings or payments; or (c) in respect of any Swap Contract. The amount of any Contingent Obligation shall (a) in the case of Guaranty Obligations, be deemed equal to the stated or determinable amount of the primary obligation in respect of which such Guaranty Obligation is made or, if not stated or if indeterminable, the maximum reasonably anticipated liability in respect thereof, and (b) in the case of other Contingent Obligations, be equal to the maximum reasonably anticipated liability in respect thereof.

      Continuing Member means a member of the Board of Directors of the Borrower who either (a) was a member of the Borrower’s Board of Directors on the Effective Date and has been such continuously thereafter or (b) became a member of such Board of Directors after the Effective Date and whose election or nomination for election was approved by a vote of the majority of the Continuing Members then members of the Borrower’s Board of Directors.

      Contractual Obligation means, as to any Person, any provision of any security issued by such Person or of any agreement, undertaking, contract, indenture, mortgage, deed of trust or other document to which such Person is a party or by which it or any of its property is bound.

      Conversion/Continuation Date means any date on which, under Section 2.4 the Borrower (a) converts Loans of one Type to the other Type or (b) continues Offshore Rate Loans for a new Interest Period.

      Credit Extension means and includes the making of any Loan hereunder.

      Deferred Notes — see Section 7.6 .

      Disclosure Memorandum means the disclosure memorandum dated October 21, 2005 of the Borrower delivered to the Agent and the Lender on or before the Effective Date.

      Dollar , dollar , U.S. Dollar , U.S.$ and $ each means lawful money of the United States.

      EBIT means, for any Computation Period, the Borrower’s consolidated earnings from continuing operations for such period, plus, to the extent deducted in determining such earnings, Interest Expense and income taxes, minus, to the extent included in determining such earnings, any income tax refunds.

      EBITDA means, for any Computation Period, the Borrower’s consolidated earnings from continuing operations for such period, plus, to the extent deducted in determining such earnings, Interest Expense, income taxes, depreciation and amortization, minus, to the extent included in determining such earnings, any income tax refunds.

      Effective Date — see Section 4.1 .

      Eligible Assignee means (i) a commercial bank organized under the laws of the United States, or any state thereof, and having a combined capital and surplus of at least U.S.$100,000,000; (ii) a commercial bank organized under the laws of any other country which is a member of the Organization for Economic Cooperation and Development (the OECD), or a political subdivision of any such country, and having a combined capital and surplus of at least U.S.$100,000,000, provided that such bank is acting through a branch or agency located in the United States; and (iii) a Person that is primarily engaged in the business of commercial banking and that is (A) a Subsidiary of a Lender, (B) a Subsidiary of a Person of which a Lender is a Subsidiary, or (C) a Person of which a Lender is a Subsidiary.

      Environmental Claims means all claims, however asserted, by any Governmental Authority or other Person alleging potential liability or responsibility for violation of any Environmental Law, or for release or injury to the environment.

      Environmental Laws means all federal, state or local laws, statutes, rules, regulations, ordinances and codes, together with all administrative orders, directed duties, requests, licenses, authorizations and permits of, and agreements with, any Governmental Authorities, in each case relating to environmental and human health matters.

      ERISA means the U.S. Employee Retirement Income Security Act of 1974, and the regulations promulgated thereunder.

      ERISA Affiliate means any trade or business (whether or not incorporated) under common control with the Borrower within the meaning of Section 414(b) or (c) of the Code (and Sections 414(m) and (o) of the Code for purposes of provisions relating to Section 412 of the Code).

      ERISA Event means (a) a Reportable Event with respect to a Pension Plan; (b) a withdrawal by the Borrower or any ERISA Affiliate from a Pension Plan subject to Section 4063 of ERISA during a plan year in which it was a substantial employer (as defined in Section 4001(a)(2) of ERISA) or a substantial cessation of operations which is treated as such a withdrawal; (c) a complete or partial withdrawal by the Borrower or any ERISA Affiliate from a Multiemployer Plan or notification that a Multiemployer Plan is in reorganization; (d) the filing of a notice of intent to terminate, the treatment of a Pension Plan amendment as a termination under Section 4041 or 4041A of ERISA, or the commencement of proceedings by the PBGC to terminate a Pension Plan or Multiemployer Plan; (e) an event or condition which might reasonably be expected to constitute grounds under Section 4042 of ERISA for the termination of, or the appointment of a trustee to administer, any Pension Plan or Multiemployer Plan; or (f) the imposition of any liability under Title IV of ERISA, other than PBGC premiums due but not delinquent under Section 4007 of ERISA, upon the Borrower or any ERISA Affiliate.

      Event of Default means any of the events or circumstances specified in Section 8.1 .

      Existing Credit Agreement means the Second Amended and Restated Credit Agreement dated as of February 8, 2002 among the Borrower, Lanfin Investments Inc., the lenders party thereto and Bank of America, as administrative agent, letter of credit issuer and Canadian agent, as amended, restated, supplemented or otherwise modified from time to time.

      Facility Fee Rate means (a) initially, 0.10% per annum, and (b) beginning on any date on which the Facility Fee Rate is to be adjusted pursuant to the sentence following the table below, the rate per annum set forth in the table below opposite the applicable Total Debt to EBITDA Ratio:

The Facility Fee Rate shall be adjusted, to the extent applicable, 46 days (or, in the case of the last fiscal quarter of any year, 101 days) after the end of each fiscal quarter (or, if earlier, 10 days following delivery by the Borrower of the financial statements required by subsection 6.1(a) or 6.1(b) , as applicable, and the related Compliance Certificate required by subsection 6.2(a) for such fiscal quarter), based on the Total Debt to EBITDA Ratio as of the last day of such fiscal quarter; it being understood that if the Borrower fails to deliver the financial statements required by subsection 6.1(a) or 6.1(b) , as applicable, and the related Compliance Certificate required by subsection 6.2(a) by the 46th day (or, if applicable, the 101st day) after any fiscal quarter, the Facility Fee Rate shall be 0.175% until such financial statements and Compliance Certificate are delivered.

      Federal Funds Rate means, for any day, the rate set forth in the weekly statistical release designated as H.15(519), or any successor publication, published by the Federal Reserve Bank of New York (including any such successor, “H.15(519)”) on the preceding Business Day opposite the caption “Federal Funds (Effective)”; or, if for any relevant day such rate is not so published on any such preceding Business Day, the rate for such day will be the arithmetic mean as determined by the Agent of the rates for the last transaction in overnight Federal funds arranged prior to 9:00 a.m. (New York City time) on that day by each of three leading brokers of Federal funds transactions in New York City selected by the Agent.

      Fixed Rate Loan means an Offshore Rate Loan.

      FRB means the Board of Governors of the Federal Reserve System, and any Governmental Authority succeeding to any of its principal functions.

      Further Taxes means any and all present or future taxes, levies, assessments, imposts, duties, deductions, fees, withholdings or similar charges (including net income taxes and franchise taxes), and all liabilities with respect thereto, imposed by any jurisdiction on account of amounts payable or paid pursuant to Section 3.1 .

      GAAP means generally accepted accounting principles set forth from time to time in the opinions and pronouncements of the Accounting Principles Board and the American Institute of Certified Public Accountants and statements and pronouncements

of the Financial Accounting Standards Board (or agencies with similar functions of comparable stature and authority within the U.S. accounting profession), which are applicable to the circumstances as of the date of determination.

      Governmental Authority means any applicable nation or government, any state, provincial or other political subdivision thereof, any central bank (or similar monetary or regulatory authority) thereof, any entity exercising executive, legislative, judicial, regulatory or administrative functions of or pertaining to government, and any corporation or other entity owned or controlled, through stock or capital ownership or otherwise, by any of the foregoing.

      Guaranty Obligation has the meaning specified in the definition of Contingent Obligation.

      HSW Mortgage Loan means the mortgage loan in the original principal amount of U.S.$95,000,000 owing by the Borrower to HSW Mortgage Corp. and secured by a deed of trust on the real property of the Borrower contiguous to and including its corporate headquarters located at 8600 South Boulevard, Charlotte, North Carolina.

      Indebtedness of any Person means, without duplication, (a) all indebtedness of such Person for borrowed money; (b) all obligations issued, undertaken or assumed by such Person as the deferred purchase price of property or services (other than trade payables entered into in the ordinary course of business on ordinary terms); (c) all reimbursement or payment obligations of such Person with respect to Surety Instruments; (d) all obligations of such Person evidenced by notes, bonds, debentures or similar instruments; (e) all indebtedness of such Person created or arising under any conditional sale or other title retention agreement, or incurred as financing, in either case with respect to property acquired by such Person (even though the rights and remedies of the seller or lender under such agreement in the event of default are limited to repossession or sale of such property); (f) all obligations of such Person with respect to capital leases which should be recorded on a balance sheet of such Person in accordance with GAAP; (g) all indebtedness of the types referred to in clauses (a) through (f) above secured by (or for which the holder of such indebtedness has an existing right, contingent or otherwise, to be secured by) any Lien upon or in property (including accounts and contracts rights) owned by such Person, even though such Person has not assumed or become liable for the payment of such Indebtedness, provided that the amount of any such Indebtedness shall be deemed to be the lesser of the face principal amount thereof and the fair market value of the property subject to such Lien; and (h) all Guaranty Obligations of such Person in respect of indebtedness or obligations of others. For all purposes of this Agreement, the Indebtedness of any Person shall include all Indebtedness of any partnership or joint venture in which such Person is a general partner or a joint venturer to the extent of such Person’s liability therefor; provided that to the extent that any such indebtedness is expressly non-recourse to such Person it shall not be included as Indebtedness.

      Indemnified Liabilities — see Section 10.5 .

      Indemnified Person — see Section 10.5 .

      Independent Auditor — see subsection 6.1(a) .

      Insolvency Proceeding means, with respect to any Person, (a) any case, action or proceeding with respect to such Person before any court or other Governmental Authority relating to bankruptcy, reorganization, insolvency, liquidation, receivership, dissolution, winding-up or relief of debtors or (b) any general assignment for the benefit of creditors, composition, marshalling of assets for creditors, or other, similar arrangement in respect of its creditors generally or any substantial portion of its creditors; in each case undertaken under any Applicable Law, including the Bankruptcy Code.

      Interest Coverage Ratio means, for any Computation Period, the ratio of (a) EBIT for such Computation Period, to (b) Interest Expense for such Computation Period.

      Interest Expense means for any period, without duplication, the consolidated interest expense (whether paid or accrued) of the Borrower and its Subsidiaries for such period (including all imputed interest on capital leases) plus the interest component of synthetic leases (regardless of the accounting treatment of the synthetic leases) plus consolidated yield or discount accrued during such period on the aggregate outstanding investment or claim held by purchasers, assignees or other transferees of (or of interests in) receivables of the Borrower and its Subsidiaries in connection with any Securitization Transaction (regardless of the accounting treatment of such Securitization Transaction).

      Interest Payment Date means, as to any Offshore Rate Loan, the last day of each Interest Period applicable to such Loan and, as to any U.S. Base Rate Loan, the last Business Day of each calendar quarter, provided that if any Interest Period for an Offshore Rate Loan exceeds three months, each three-month anniversary of the first day of such Interest Period also shall be an Interest Payment Date.

      Interest Period means, as to any Offshore Rate Loan, the period commencing on the Borrowing Date of such Loan or on the Conversion/Continuation Date on which such Loan is converted into or continued as an Offshore Rate Loan, and ending on the date one, two or three months thereafter as selected by the Borrower in its Notice of Borrowing or Notice of Conversion/Continuation, as the case may be; provided that:

     (i) if any Interest Period would otherwise end on a day that is not a Business Day, such Interest Period shall be extended to the following Business Day unless, in the case of an Offshore Rate Loan, 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 preceding Business Day;

     (ii) any Interest Period for an Offshore 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 calendar month at the end of such Interest Period; and

     (iii) no Interest Period for any Loan shall extend beyond the Termination Date.

      IRS means the Internal Revenue Service, and any Governmental Authority succeeding to any of its principal functions under the Code.

      Lender — see the preamble to this Agreement.

      Lending Office means, as to any Lender, the office or offices of such Lender specified as its “Lending Office” or “Domestic Lending Office” or “Offshore Lending Office”, as the case may be, on Schedule 12.2 , or such other office or offices as such Lender may from time to time notify the Borrower and the Agent.

      Lien means any security interest, mortgage, deed of trust, pledge, hypothecation, assignment, charge or deposit arrangement, encumbrance, lien (statutory or other) or preferential arrangement of any kind or nature whatsoever in respect of any property (including those created by, arising under or evidenced by any conditional sale or other title retention agreement, the interest of a lessor under a capital lease, or any financing lease having substantially the same economic effect as any of the foregoing, but not including the interest of a lessor under an operating lease).

      Loan means an extension of credit by a Lender to the Borrower under Article II in the form of a Loan, which may be a U.S. Base Rate Loan or an Offshore Rate Loan (each a “ Type ” of Loan).

      Loan Documents means this Agreement and any Notes.

      Margin Stock means “margin stock” as such term is defined in Regulation T, U or X of the FRB.

      Material Adverse Effect means a material adverse change in, or a material adverse effect upon, the operations, business, properties, assets, liabilities (actual or contingent), or financial condition of the Borrower and its Subsidiaries taken as a whole.

      Material Financial Obligations means Indebtedness or Contingent Obligations of the Borrower or any Subsidiary or obligations of the Borrower or any Subsidiary in respect of any Securitization Transaction, in an aggregate principal amount (for all applicable Indebtedness, Contingent Obligations and obligations in respect of Securitization Transactions) equal to or greater than U.S.$7,500,000.

      Multiemployer Plan means a “multiemployer plan”, within the meaning of Section 4001(a)(3) of ERISA, with respect to which the Borrower or any ERISA Affiliate may have any liability.

      Net Cash Proceeds means (a) all cash proceeds received by the Borrower or any Subsidiary pursuant to any issuance of (i) equity securities or equity-linked securities (other than any issuance (A) to the Borrower or any Subsidiary or (B) in the ordinary

course of business in connection with employee compensation and stock option, stock purchase and similar plans) or (ii) Indebtedness for borrowed money (other than the Existing Credit Agreement), in each case net of the direct costs relating to such issuance (including sales and underwriter’s discounts and commissions, upfront fees and legal, accounting and investment banking fees); and (b) all cash proceeds received by the Borrower or any Subsidiary pursuant to any sale (or series of related sales) of assets (other than sales of inventory in the ordinary course of business) having a net book value in excess of $10,000,000, net of the direct costs relating to such sale.

      Note means a promissory note executed by the Borrower in favor of a Lender pursuant to subsection 2.3(b) , in substantially the form of Exhibit E .

      Notice of Borrowing means a notice in substantially the form of Exhibit A .

      Notice of Conversion/Continuation means a notice in substantially the form of Exhibit B .

      Obligations means all advances, debts, liabilities, obligations, covenants and duties arising under any Loan Document owing by the Borrower to any Lender, the Agent or any other Indemnified Person, whether direct or indirect (including those acquired by assignment), absolute or contingent, due or to become due, or now existing or hereafter arising.

      Offshore Rate means, for any Interest Period, with respect to Offshore Rate Loans comprising part of the same Borrowing, the rate of interest per annum (rounded upward to the next 1/100th of 1%) determined by the Agent as follows:

Where,

     “ Eurodollar Reserve Percentage ” means for any day for any Interest Period the maximum reserve percentage (expressed as a decimal, rounded upward, if necessary, to an integral multiple of 1/100th of 1%) in effect on such day (whether or not applicable to any Lender) under regulations issued from time to time by the FRB for determining the maximum reserve requirement (including any emergency, supplemental or other marginal reserve requirement) with respect to Eurocurrency funding (currently referred to as “Eurocurrency liabilities”); and

     “ LIBOR ” means, for any Offshore Rate Loan for any Interest Period therefor, the rate per annum (rounded upwards, if necessary, to the nearest 1/100th of 1%) appearing on Telerate Page 3750 (or any successor or equivalent page), as the London interbank offered rate for deposits in U.S. Dollars and in the approximate amount of the Loan to be made or continued as, or converted into, such Offshore Rate Loan at approximately 11:00 a.m. (London time) two (2) 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

Telerate Page 3750, the relevant rate shall be the arithmetic mean of all such rates. If for any reason such rate is not available, the term “LIBOR” shall mean, for any Offshore Rate Loan for any Interest Period therefor,

     (a) the rate per annum (rounded upwards, if necessary, to the nearest 1/100th of 1%) appearing on Reuters Screen LIBO Page as the London interbank offered rate for deposits in U.S. Dollars and in the approximate amount of the Loan to be made or continued as, or converted into, such Offshore Rate Loan 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 relevant rate shall be the arithmetic mean of all such rates, or

     (b) if no rate is available on the Reuters Screen LIBO page, then the rate determined by the Agent at which U.S. Dollars in the approximate amount of the loan to be made or continued as, or converted into, such Offshore Rate Loan is offered by leading banks in the London interbank market at approximately 11:00 a.m. (London time) two Business Days prior to the first day of the applicable Interest Period (rounded upwards, if necessary, to the nearest 1/100th of 1%).

The Offshore Rate shall be adjusted automatically as to all Offshore Rate Loans then outstanding as of the effective date of any change in the Eurodollar Reserve Percentage.

      Offshore Rate Loan means a Loan that bears interest based on the Offshore Rate.

      Organization Documents means (i) for any corporation, the certificate of incorporation, the bylaws, any certificate of determination or instrument relating to the rights of preferred shareholders of such corporation, any shareholder rights agreement, and all applicable resolutions of the board of directors (or any committee thereof) of such corporation, (ii) for any partnership or joint venture, the partnership or joint venture agreement and any other organizational document of such entity, (iii) for any limited liability company, the certificate or articles of organization, the operating agreement and any other organizational document of such limited liability company, (iv) for any trust, the declaration of trust, the trust agreement and any other organizational document of such trust and (v) for any other entity, the document or agreement pursuant to which such entity was formed and any other organizational document of such entity.

      Other Taxes means any present or future stamp, court or documentary taxes or any other excise or property taxes, charges or similar levies which arise from any payment made hereunder or from the execution, delivery, performance, enforcement or registration of, or otherwise with respect to, this Agreement or any other Loan Document.

      Participant — see subsection 10.8(d) .

      PBGC means the Pension Benefit Guaranty Corporation, or any Governmental Authority succeeding to any of its principal functions under ERISA.

      Pension Plan means a pension plan (as defined in Section 3(2) of ERISA) subject to Title IV of ERISA, other than a Multiemployer Plan, with respect to which the Borrower or any ERISA Affiliate may have any liability.

      Permitted Liens — see Section 7.2 .

      Permitted Swap Obligations means all obligations (contingent or otherwise) of the Borrower or any Subsidiary existing or arising under Swap Contracts, provided that such obligations are (or were) entered into by such Person in the ordinary course of business for the purpose of directly mitigating risks associated with (a) raw materials purchases, (b) interest or currency exchange rates, (c) operating expenses or other anticipated obligations of such Person, (d) other liabilities, commitments or assets held or reasonably anticipated by such Person or (e) changes in the value of securities issued by such Person in conjunction with a securities repurchase program not otherwise prohibited hereunder.

      Person means an individual, partnership, corporation, limited liability company, business trust, joint stock company, trust, unincorporated association, joint venture or Governmental Authority.

      Plan means an employee benefit plan (as defined in Section 3(3) of ERISA), other than a Multiemployer Plan, with respect to which the Borrower or any ERISA Affiliate may have any liability, and includes any Pension Plan.

      Pro Rata Share means for any Lender at any time the proportion (expressed as a decimal, rounded to the ninth decimal place) which the aggregate amount of such Lender’s Commitments constitutes of the aggregate amount of the combined Commitments (or, after the Commitments have terminated, which (i) the principal amount of such Lender’s Loans constitutes of (ii) the Total Outstandings).

      Reportable Event means, any of the events set forth in Section 4043(b) of ERISA or the regulations thereunder, other than any such event for which the 30-day notice requirement under ERISA has been waived in regulations issued by the PBGC.

      Required Lenders means Lenders holding Pro Rata Shares aggregating more than 50%.

      Requirement of Law means, as to any Person, any law (statutory or common), treaty, rule or regulation or determination of an arbitrator or of a 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.

      Responsible Officer means the chief executive officer, the president or any vice president of the Borrower, or any other officer having substantially the same authority and responsibility; or, with respect to financial matters, the chief financial officer or the

treasurer of the Borrower, or any other officer having substantially the same authority and responsibility.

      Restricted Subsidiary — see Section 7.4 .

      SEC means the Securities and Exchange Commission, or any Governmental Authority succeeding to any of its principal functions.

      Securitization Transaction means any sale, assignment or other transfer by the Borrower or any Subsidiary of accounts receivable, lease receivables or other payment obligations owing to the Borrower or any Subsidiary or any interest in any of the foregoing, together in each case with any collections and other proceeds thereof, any collection or deposit accounts related thereto, and any collateral, guaranties or other property or claims in favor of the Borrower or such Subsidiary supporting or securing payment by the obligor thereon of, or otherwise related to, any such receivables.

      Subsidiary of a Person means any corporation, association, partnership, limited liability company, joint venture or other business entity of which more than 50% of the voting stock, membership interests or other equity interests is owned or controlled directly or indirectly by such Person, or one or more of the Subsidiaries of such Person, or a combination thereof. Unless the context otherwise clearly requires, references herein to a “Subsidiary” refer to a Subsidiary of the Borrower.

      Surety Instruments means all letters of credit (including standby and commercial), bankers’ acceptances, bank guaranties, shipside bonds, surety bonds and similar instruments.

      Swap Contract means any agreement, whether or not in writing, relating to any transaction that is a rate swap, basis swap, forward rate transaction, commodity swap, commodity option, equity or equity index swap or option, bond, note or bill option, interest rate option, forward foreign exchange transaction, cap, collar or floor transaction, currency swap, cross-currency rate swap, swaption, currency option or any other, similar transaction (including any option to enter into any of the foregoing) or any combination of the foregoing, and, unless the context otherwise clearly requires, any master agreement relating to or governing any or all of the foregoing.

      Taxes means any and all present or future taxes, levies, assessments, imposts, duties, deductions, fees, withholdings or similar charges, and all liabilities with respect thereto, excluding, in the case of each Lender and the Agent, franchise taxes and taxes imposed on or measured by its net income or capital by the jurisdiction (or any political subdivision thereof) under the laws of which such Lender or the Agent, as the case may be, is organized or maintains a lending office.

      Termination Date means the earlier to occur of:

     (a) October 20, 2006; and

     (b) the date on which the Commitments terminate in accordance with the provisions of this Agreement.

      Tom’s Foods Acquisition — see the recitals.

      Total Debt to EBITDA Ratio means, for any Computation Period, the ratio of (a) Total Indebtedness as of the last day of such Computation Period, to (b) EBITDA for such Computation Period.

      Total Indebtedness means, at any time, all Indebtedness of the Borrower and its Subsidiaries determined on a consolidated basis and to the extent not included in the definition of Indebtedness, the aggregate outstanding investment or claim held at such time by purchasers, assignees or other transferees of (or of interests in) receivables or other rights to payment of the Borrower and its Subsidiaries in connection with any Securitization Transaction (regardless of the accounting treatment of such Securitization Transaction).

      Total Outstandings means the sum of the aggregate principal amount of all outstanding Loans.

      Type has the meaning specified in the definition of “Loan.”

      Unfunded Pension Liability means the excess of a Pension Plan’s benefit liabilities under Section 4001(a)(16) of ERISA, over the current value of such Plan’s assets, determined in accordance with the assumptions used for funding such Pension Plan pursuant to Section 412 of the Code for the applicable plan year.

      United States and U.S. each means the United States of America.

      Unmatured Event of Default means any event or circumstance which, with the giving of notice, the lapse of time or both, will (if not cured, waived or otherwise remedied during such time) constitute an Event of Default.

      U.S. Base Rate means, for any day, the higher of: (a) 0.50% per annum above the latest Federal Funds Rate; and (b) the rate of interest in effect for such day as publicly announced from time to time by Bank of America as its “prime rate.” (The “prime rate” is a rate set by Bank of America based upon various factors including Bank of America’s costs and desired return, general economic conditions and other factors, and is used as a reference point for pricing some loans, which may be priced at, above or below such announced rate.) Any change in the prime rate announced by Bank of America shall take effect at the opening of business on the day specified in the public announcement of such change.

      U.S. Base Rate Loan means a Loan that bears interest based on the U.S. Base Rate.

      Van Every Family means (i) a lineal descendant of Salem A. Van Every, Sr. including adopted persons as well as persons related by blood, (ii) a spouse, widow or widower of an individual described in clause (i) above or (iii) a trust, estate, custodian and other fiduciary or similar account for the benefit of an individual described in either clause (i) or clause (ii) above.

      Wholly-Owned Subsidiary means any Subsidiary in which (other than directors’ qualifying shares required by law) 100% of the capital stock of each class having ordinary voting power, and 100% of the capital stock of every other class, or 100% of the membership interests or other equity interests, as applicable, in each case, at the time as of which any determination is being made, is owned, beneficially and of record, by the Borrower, or by one or more of the other Wholly-Owned Subsidiaries, or both.

     1.2 Other Interpretive Provisions .

          (a) The meanings of defined terms are equally applicable to the singular and plural forms of the defined terms.

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

          (c) (i) The term “documents” includes any and all instruments, documents, agreements, certificates, indentures, notices and other writings, however evidenced.

     (ii) The term “including” is not limiting and means “including without limitation.”

     (iii) In the computation of periods of time from a specified date to a later specified date, the word “from” means “from and including”; the words “to” and “until” each mean “to but excluding”, and the word “through” means “to and including.”

          (d) Unless otherwise expressly provided herein, (i) references to agreements (including this Agreement) and other contractual instruments shall be deemed to include all subsequent amendments and other modifications thereto, but only to the extent such amendments and other modifications are not prohibited by the terms of any Loan Document, and (ii) references to any statute or regulation are to be construed as including all statutory and regulatory provisions consolidating, amending, replacing, supplementing or interpreting the statute or regulation.

          (e) The captions and headings of this Agreement are for convenience of reference only and shall not affect the interpretation of this Agreement.

          (f) This Agreement and other Loan Documents may use several different limitations, tests or measurements to regulate the same or similar matters. All such limitations, tests and measurements are cumulative and shall each be performed in accordance with their terms. Unless otherwise expressly provided herein, any reference to any action of the Agent, the

Lenders or the Required Lenders by way of consent, approval or waiver shall be deemed modified by the phrase “in its/their sole discretion.”

          (g) This Agreement and the other Loan Documents are the result of negotiations among and have been reviewed by counsel to the Agent, the Borrower and the other parties, and are the products of all parties. Accordingly, they shall not be construed against the Lenders or the Agent merely because of the Agent’s or Lenders’ involvement in their preparation.

     1.3 Accounting Principles .

          (a) Unless the context otherwise clearly requires, all accounting terms not expressly defined herein shall be construed, and all financial computations required under this Agreement shall be made, in accordance with GAAP, consistently applied; provided that if the Borrower notifies the Agent that the Borrower wishes to amend any covenant in Article VII to eliminate the effect of any change in GAAP on the operation of such covenant (or if the Agent notifies the Borrower that the Required Lenders wish to amend Article VII for such purpose), then the Borrower’s 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.

          (b) References herein to “fiscal year” and “fiscal quarter” refer to such fiscal periods of the Borrower.

ARTICLE II

THE CREDITS

     2.1 Amounts and Terms of Commitments . Each Lender severally agrees (and not jointly or jointly and severally), on the terms and conditions set forth herein, to make Loans to the Borrower from time to time on any Business Day during the period from the Effective Date to the Termination Date, in an aggregate amount not to exceed at any time outstanding the amount set forth on Schedule 2.1 (such amount, as reduced pursuant to Section 2.5 or changed by one or more assignments under Section 10.8 , such Lender’s “ Commitment ”); provided , however , that, after giving effect to any Borrowing, the Total Outstandings shall not exceed the Aggregate Commitment; and provided , further , that the aggregate principal amount of the Loans of any Lender shall not at any time exceed such Lender’s Commitment. Within the limits of each Lender’s Commitment, and subject to the other terms and conditions hereof, the Borrower may borrow under this Section 2.1 , prepay under Section 2.6(a) and reborrow under this Section 2.1 .

     2.2 Loan Accounts . (a)The Loans made by each Lender shall be evidenced by one or more accounts or records maintained by such Lender in the ordinary course of business. The accounts or records maintained by the Agent and each Lender shall be rebuttable presumptive evidence of the amount of the Loans made by the Lenders to the Borrower, and the interest and

payments thereon. Any failure so to record or any error in doing so shall not, however, limit or otherwise affect the obligation of the Borrower hereunder to pay any amount owing with respect to the Loans.

          (b) Upon the request of any Lender made through the Agent, the Loans made by such Lender may be evidenced by a Note, instead of or in addition to loan accounts. Each such Lender shall endorse on the schedules annexed to its Note the date, amount and maturity of each Loan evidenced thereby and the amount of each payment of principal made by the Borrower with respect thereto (or such Lender shall maintain such information in its own records). Each such Lender is irrevocably authorized by the Borrower to endorse its Note and each Lender’s record shall be rebuttable presumptive evidence of the amount of the Loans evidenced thereby, and the interest and payments thereon; provided , however , that the failure of a Lender to make, or an error in making, a notation thereon or an entry therein with respect to any Loan shall not limit or otherwise affect the obligations of the Borrower hereunder or under any such Note to such Lender.

     2.3 Procedure for Borrowing . (a) Each Borrowing shall be made upon the Borrower’s irrevocable written notice delivered to the Agent in the form of a Notice of Borrowing, which notice must be received by the Agent prior to (i) 11:00 a.m. Charlotte time two Business Days prior to the requested Borrowing Date, in the case of Offshore Rate Loans, and (ii) 11:00 a.m. Charlotte time on the requested Borrowing Date, in the case of U.S. Base Rate Loans, specifying:

          (A) the amount of the Borrowing, which shall be in an aggregate amount of U.S.$1,000,000 or a higher multiple of U.S.$500,000;

          (B) the requested Borrowing Date, which shall be a Business Day;

          (C) the Type of Loans comprising such Borrowing; and

          (D) in the case of Offshore Rate Loans, the duration of the initial Interest Period applicable to such Loans.

          (b) The Agent will promptly notify each Lender of its receipt of any Notice of Borrowing and of the amount of such Lender’s Pro Rata Share of such Borrowing.

          (c) Each Lender will make the amount of its Pro Rata Share of each Borrowing available to the Agent for the account of the Borrower at the Agent’s Payment Office by 1:00 p.m. Charlotte time on the Borrowing Date requested by the Borrower in funds immediately available to the Agent. The proceeds of all such Loans will then be made available to the Borrower by the Agent by wire transfer in accordance with written instructions provided to the Agent by the Borrower of like funds as received by the Agent.

          (d) After giving effect to any Borrowing, unless the Agent otherwise consents, there may not be more than eight different Interest Periods in effect for all Borrowings.

     2.4 Conversion and Continuation Elections for Borrowings . (a) The Borrower may, upon irrevocable written notice to the Agent in accordance with subsection 2.4(b) :

          (i) elect, as of any Business Day, in the case of U.S. Base Rate Loans, or as of the last day of the applicable Interest Period, in the case of Offshore Rate Loans, to convert such Loans (or any part thereof in an aggregate amount of U.S.$1,000,000 or a higher integral multiple of U.S.$500,000) into Loans of the other Type; or

          (ii) elect, as of the last day of the applicable Interest Period, to continue any Offshore Rate Loans having Interest Periods expiring on such day (or any part thereof in an aggregate amount of U.S.$1,000,000 or a higher integral multiple of U.S.$500,000) for another Interest Period;

provided that if at any time the aggregate amount of Offshore Rate Loans in respect of any Borrowing is reduced, by payment, prepayment, or conversion of any part thereof, to be less than U.S.$1,000,000, such Offshore Rate Loans shall automatically convert into U.S. Base Rate Loans.

          (b) The Borrower shall deliver a Notice of Conversion/Continuation to be received by the Agent not later than 11:00 a.m. Charlotte time at least (i) two Business Days in advance of the Conversion/Continuation Date, if the Loans are to be converted into or continued as Offshore Rate Loans; and (ii) on the Conversion/Continuation Date, if the Loans are to be converted into U.S. Base Rate Loans, specifying:

          (A) the proposed Conversion/Continuation Date;

          (B) the aggregate amount of Loans to be converted or continued;

          (C) the Type of Loans resulting from the proposed conversion or continuation; and

          (D) in the case of conversion into or continuation of Offshore Rate Loans, the duration of the requested Interest Period.

          (c) If upon the expiration of any Interest Period applicable to Offshore Rate Loans, the Borrower has failed to select timely a new Interest Period to be applicable to such Offshore Rate Loans, the Borrower shall be deemed to have elected to convert such Offshore Rate Loans into U.S. Base Rate Loans effective as of the expiration date of such Interest Period.

          (d) The Agent will promptly notify each Lender of its receipt of a Notice of Conversion/Continuation, or, if no timely notice is provided by the Borrower, the Agent will promptly notify each Lender of the details of any automatic conversion. All conversions and continuations shall be made ratably among the Lenders according to the respective outstanding principal amounts of the Loans with respect to which the notice was given.

          (e) Unless the Required Lenders otherwise consent, the Borrower may not elect to have a Loan converted into or continued as an Offshore Rate Loan during the existence of an Event of Default or Unmatured Event of Default.

          (f) After giving effect to any conversion or continuation of Loans, unless the Agent shall otherwise consent, there may not be more than eight different Interest Periods in effect for all Borrowings.

     2.5 Termination or Reduction of Commitments . (a) The Borrower may, upon not less than five Business Days’ prior notice to the Agent, terminate the Commitments, or permanently reduce the Commitments by a minimum amount of U.S.$1,000,000 or a higher integral multiple of U.S.$500,000; unless , after giving effect thereto and to any prepayments of Loans made on the effective date thereof, the Total Outstandings would exceed the amount of the combined Commitments then in effect.

          (b) Concurrently with the receipt by the Borrower of any Net Cash Proceeds, the Aggregate Commitment shall be reduced by an amount equal to the amount of such Net Cash Proceeds.

          (c) Once reduced in accordance with this Section, the Commitments may not be increased. Any reduction of the Commitments shall be applied to reduce the Commitment of each Lender according to its Pro Rata Share. If the Borrower terminates the Commitments or reduces the Commitments to zero, the Borrower shall pay all accrued and unpaid interest, fees and other amounts payable hereunder on the date of such termination.

     2.6 Prepayments . (a) Subject to the proviso to subsection 2.4(a) and to Section 3.4 , the Borrower may, from time to time, upon irrevocable notice to the Agent, which notice must be received by the Agent prior to 11:00 a.m. Charlotte time (i) two Business Days prior to the date of prepayment, in the case of Offshore Rate Loans, and (ii) on the date of prepayment, in the case of U.S. Base Rate Loans, ratably prepay Loans in whole or in part, in an aggregate amount of U.S.$1,000,000 or a higher integral multiple of U.S.$500,000. Such notice of prepayment shall specify the date and amount of such prepayment and the Loans to be prepaid. If such notice is given by the Borrower, the Borrower shall make such prepayment and the payment amount specified in such notice shall be due and payable on the date specified therein.

          (b) Concurrently with the receipt by the Borrower of any Net Cash Proceeds, the Borrower shall make a prepayment of the Loans in an amount equal to the excess of the Total Outstandings over the Aggregate Commitment as reduced pursuant to Section 2.5(b) by the amount of such Net Cash Proceeds.

          (c) The Agent will promptly notify each Lender (i) of its receipt of any notice of prepayment pursuant to clause (a) above and (ii) upon receipt of notice of any mandatory prepayment pursuant to clause (b) above. All prepayments shall be applied ratably to the Loans of the Lenders in accordance with their respective Pro Rata Shares. Concurrently with any prepayment, in the case of Offshore Rate Loans, the Borrower shall pay accrued interest on the amount prepaid and all amounts required pursuant to Section 3.4 .

     2.7 Repayment . The Borrower shall repay all Loans on the Termination Date.

     2.8 Interest . (a) Each Loan shall bear interest on the outstanding principal amount thereof from the applicable Borrowing Date at a rate per annum equal to (i) the Offshore Rate plus the Applicable Margin or (ii) the U.S. Base Rate, as the case may be (and subject to the Borrower’s right to convert to the other Type of Loan under Section 2.4 ).

          (b) Interest on each Loan shall be paid in arrears on each Interest Payment Date. Interest also shall be paid on the date of any conversion of Fixed Rate Loans under Section 2.4 and prepayment of Fixed Rate Loans under Section 2.6 , in each case for the portion of the Loans so converted or prepaid.

          (c) Notwithstanding the foregoing provisions of this Section, upon notice to the Borrower from the Agent (acting at the request or with the consent of the Required Lenders) during the existence of any Event of Default, and for so long as such Event of Default continues, the Borrower shall pay interest (after as well as before entry of judgment thereon to the extent permitted by law) on the principal amount of all outstanding Loans and, to the extent permitted by Applicable Law, on any other amount payable hereunder or under any other Loan Document, at a rate per annum which is determined by adding 2% per annum to the rate otherwise applicable thereto pursuant to the terms hereof or such other Loan Document (or, if no such rate is specified, the U.S. Base Rate. All such interest shall be payable on demand.

          (d) Anything herein to the contrary notwithstanding, the obligations of the Borrower to any Lender hereunder shall be subject to the limitation that payments of interest shall not be required for any period for which interest is computed hereunder, to the extent (but only to the extent) that contracting for or receiving such payment by such Lender would be contrary to the provisions of any law applicable to such Lender limiting the highest rate of interest that may be lawfully contracted for, charged or received by such Lender, and in such event the Borrower shall pay such Lender interest at the highest rate permitted by Applicable Law.

     2.9 Facility Fees . The Borrower shall pay to the Agent for the account of each Lender a facility fee computed at the Facility Fee Rate per annum on the amount of such Lender’s Commitment as in effect from time to time (whether used or unused) or, if the Commitments have terminated, on the sum (without duplication) of the principal amount of such Lender’s Loans. Such facility fees shall accrue from the Effective Date to the Termination Date, and thereafter until all Loans are paid in full and shall be due and payable quarterly in arrears on the last Business Day of each calendar quarter, with the final payment to be made on the Termination Date (or, if later, on the date all Loans are paid in full).

     2.10 Computation of Fees and Interest . (a) All computations of interest on U.S. Base Rate Loans when the U.S. Base Rate is determined by Bank of America’s “prime rate” shall in each case be made on the basis of a year of 365 or 366 days, as the case may be, and actual days elapsed. All other computations of interest and fees shall be made on the basis of a 360-day year and actual days elapsed. Interest and fees shall accrue during each period during which such interest or such fees are computed from the first day thereof to the last day thereof.

          (b) Each determination of an interest rate by the Agent shall be conclusive and binding on the Borrower and the Lenders in the absence of manifest error. The Agent will, at the request of the Borrower or any Lender, deliver to the Borrower or such Lender, as the case may be, a statement showing the quotations used by the the Agent in determining any interest rate and the resulting interest rate.

     2.11 Payments by the Borrower . (a) All payments to be made by the Borrower shall be made without set-off, recoupment or counterclaim. Except as otherwise expressly provided herein, all payments by the Borrower shall be made to the Agent for the account of the Lenders at the Agent’s Payment Office, and shall be made in U.S. Dollars and in immediately available funds, no later than 2:00 p.m. Charlotte time on the date specified herein. The Agent will promptly distribute to each Lender its Pro Rata Share (or other applicable share as expressly provided herein) of such payment in like funds as received. Any payment received by the Agent later than 2:00 p.m. Charlotte time shall be deemed to have been received on the following Business Day and any applicable interest or fee shall continue to accrue.

          (b) Whenever any payment is due on a day other than a Business Day, such payment shall be made on the following Business Day (unless, in the case of a payment with respect to an Offshore Rate Loan, the following Business Day is in another calendar month, in which case such payment shall be made on the preceding Business Day), and such extension of time shall in such case be included in the computation of interest or fees, as the case may be.

          (c) Unless the Agent receives notice from the Borrower prior to the date on which any payment is due to the Lenders that the Borrower will not make such payment in full as and when required, the Agent may assume that the Borrower has made such payment in full to the Agent on such date in immediately available funds and the Agent may (but shall not be so required), in reliance upon such assumption, distribute to each Lender on such due date an amount equal to the amount then due such Lender. If and to the extent the Borrower has not made such payment in full to the Agent, each Lender shall repay to the Agent on demand such amount distributed to such Lender, together with interest thereon at (in the case of amounts in U.S. Dollars) the Federal Funds Rate for each day from the date such amount is distributed to such Lender until the date repaid.

     2.12 Payments by the Lenders to the Agent . (a) Unless the Agent receives notice from a Lender (i) at least one Business Day prior to the date of a Borrowing of Fixed Rate Loans, or (ii) by 12:00 noon Charlotte time on the day of any Borrowing of U.S. Base Rate Loans, that such Lender will not make available as and when required hereunder to the Agent for the account of the Borrower the amount of such Lender’s applicable pro rata share of such Credit Extension, the Agent may assume that such Lender has made such amount available to the Agent in immediately available funds on the Borrowing Date and the Agent may (but shall not be so required), in reliance upon such assumption, make available to the Borrower on such date a corresponding amount.

          (b) If and to the extent any Lender shall not have made its full amount of any Loan available to the Agent in immediately available funds and the Agent in such circumstances has made available to the Borrower such amount, such Lender shall on the Business Day

following such Borrowing Date make such amount available to the Agent, together with interest at (in the case of amounts in U.S. Dollars) the Federal Funds Rate. If such amount is so made available, such payment to the Agent shall constitute such Lender’s Loan on the date of Borrowing for all purposes of this Agreement. If such amount is not made available to the Agent on the Business Day following the Borrowing Date, the Agent will notify the Borrower of such failure to fund and, upon demand by the Agent, the Borrower shall pay such amount to the Agent for the Agent’s account, together with interest thereon for each day elapsed since the date of such Borrowing, at a rate per annum equal to the interest rate applicable at the time to the Loans comprising such Borrowing.

          (c) A notice of the Agent submitted to any Lender with respect to amounts owing under subsection (b) above shall be conclusive absent manifest error.

          (d) The failure of any Lender to make any Loan on any Borrowing Date shall not relieve any other Lender of any obligation hereunder to make a Loan on such Borrowing Date, but no Lender shall be responsible for the failure of any other Lender to make the Loan to be made by such other Lender on any Borrowing Date.

     2.13 Sharing of Payments . If, when an Event of Default occurs and is continuing, any Lender shall obtain any payment or other recovery (whether voluntary, involuntary, by application of setoff or otherwise) on account of any Loan (other than pursuant to the terms of Sections 3.1 , 3.3 and 3.4 ) in excess of its pro rata share of payments then or therewith obtained by all Lenders, such Lender shall purchase from the other Lenders such participations in Loans made by them as shall be necessary to cause such purchasing Lender to share the excess payment or other recovery ratably with each of them; provided , however , that if all or any portion of the excess payment or other recovery is thereafter recovered from such purchasing Lender, the purchase shall be rescinded and each Lender which has sold a participation to the purchasing Lender shall repay to the purchasing Lender the purchase price to the ratable extent of such recovery together with an amount equal to such selling Lender’s ratable share (according to the proportion of

     (a) the amount of such selling Lender’s required repayment to the purchasing Lender

to

     (b) the total amount so recovered from the purchasing Lender)

of any interest or other amount paid or payable by the purchasing Lender in respect of the total amount so recovered. The Borrower agrees that any Lender so purchasing a participation from another Lender pursuant to this Section may, to the fullest extent permitted by law, exercise all its rights of payment (including pursuant to Section 10.10 ) with respect to such participation as fully as if such Lender were the direct creditor of the Borrower in the amount of such participation. If under any applicable bankruptcy, insolvency or other similar law, any Lender receives a secured claim in lieu of a setoff to which this Section applies, such Lender shall, to the extent practicable, exercise its rights in respect of such secured claim in a manner consistent with

the rights of the Lenders entitled under this Section to share in the benefits of any recovery on such secured claim. The Lenders may, without the consent of the Borrower or any other Person, make arrangements among themselves to amend or otherwise modify this subsecti