EXHIBIT 4.01 AMENDED AND RESTATED NOTE PURCHASE AND PRIVATE SHELF AGREEMENT

Purchaser Schedule

Information Schedule

Schedule 8A -- Subsidiaries

Schedule 8B -- Changes to Business

Schedule 8D -- Debt

Schedule 8G -- Other Agreements

Schedule 8L -- Environmental

EXHIBITS

Exhibit A -- Form of Series AA Note

Exhibit B -- Form of Shelf Note

Exhibit C -- Form of Request for Purchase

Exhibit D -- Form of Confirmation of Acceptance

Exhibit E -- Form of Opinion of Company Counsel

1.    AUTHORIZATION OF ISSUE OF NOTES .

1A.    Authorization of Issue of Series AA Notes . The Company will authorize the issue of its senior promissory notes (the " Series AA Notes ") in the aggregate principal amount of $25,000,000, to be dated the Series AA Closing Day and to mature on May 3, 2017, to bear interest on the unpaid balance thereof from the date thereof until the principal thereof shall have become due and payable at the rate of 6.73% per annum and on overdue principal, Yield-Maintenance Amount and interest at the rate specified therein, and to be substantially in the form of Exhibit A attached hereto. The terms " Series AA Note " and " Series AA Notes " as used herein shall include each Series AA Note delivered pursuant to any provision of this Agreement and each Series AA Note delivered in substitution or exchange for any such Series AA Note pursuant to any such provision.

1B.    Authorization of Issue of Shelf Notes . The Company will authorize the issue of its additional senior promissory notes (the “ Shelf Notes ”) in the aggregate principal amount of up to $25,000,000, to be dated the date of issue thereof, to mature, in the case of each Shelf Note so issued, no more than ten years after the date of original issuance thereof, to have an average life, in the case of each Shelf Note so issued, of no more than ten years after the date of original issuance thereof, to bear interest on the unpaid balance thereof from the date thereof at the rate per annum, and to have such other particular terms, as shall be set forth, in the case of each Shelf Note so issued, in the Confirmation of Acceptance with respect to such Shelf Note delivered pursuant to paragraph 2B(6) and to be substantially in the form of Exhibit B attached hereto. The terms “ Shelf Note ” and “ Shelf Notes ” as used herein shall include each Shelf Note delivered pursuant to any provision of this Agreement and each Shelf Note delivered in substitution or exchange for any such Shelf Note pursuant to any such provision. The terms " Note " and " Notes " as used herein shall include each 2001 Note, each Series AA Note and each Shelf Note delivered pursuant to any provision of this Agreement and each Note delivered in substitution or exchange for any such Note pursuant to any such provision. Notes which have (i) the same final maturity, (ii) the same principal prepayment dates, (iii) the same principal prepayment amounts (as a percentage of the original principal amount of each Note), (iv) the same interest rate, (v) the same interest payment periods and (vi) the same date of issuance (which, in the case of a Note issued in exchange for another Note, shall be deemed for these purposes the date on which such Note’s ultimate predecessor Note was issued), are herein called a “ Series ” of Notes.

1C.    2001 Notes. The 2001 Notes were authorized and issued under the Original Agreement.

2.    PURCHASE AND SALE OF NOTES .

2A.    Purchase and Sale of Series AA Notes.   The Company hereby agrees to sell to each Series AA Note Purchaser and, subject to the terms and conditions herein set forth, each Series AA Note Purchaser agrees to purchase from the Company the aggregate principal amount of Series AA Notes set forth opposite its name on the Purchaser Schedule attached hereto at 100% of such aggregate principal amount. On April 17, 2007 or any other date prior to April 17, 2007 upon which the Company and the Series AA Note Purchasers may agree (herein called the " "Series AA Closing Day "), the Company will deliver to each Series AA Note Purchaser at the offices of King & Spalding, LLP, 1185 Avenue of the Americas, New York, New York 10036, one or more Series AA Notes registered in its name, evidencing the aggregate principal amount of Series AA Notes to be purchased by each Series AA Note Purchasers and in the denomination or denominations specified with respect to each Series AA Note Purchasers in the Purchaser Schedule attached hereto, against payment of the purchase price thereof by transfer of immediately available funds for credit to the Company in accordance with written instructions executed by a Responsible Officer of the Company and received by each Series AA Note Purchaser at least three Business Days prior to the Series AA Closing Day, setting forth (a) the name and address of the transferee bank, (b) such transferee bank’s ABA number, (c) the account name and number into which the purchase price of the Series AA Notes is to be deposited, and (d) the name and telephone number of the account representative responsible for verifying receipt of such funds.

2B.    Purchase and Sale of Shelf Notes .

2B(1).    Facility . Prudential is willing to consider, in its sole discretion and within limits which may be authorized for purchase by Prudential and Prudential Affiliates from time to time, the purchase of Shelf Notes pursuant to this Agreement. The willingness of Prudential to consider such purchase of Shelf Notes is herein called the “ Facility ”. At any time, the aggregate principal amount of Shelf Notes stated in paragraph 1B, minus the aggregate principal amount of Shelf Notes purchased and sold pursuant to this Agreement prior to such time, minus the aggregate principal amount of Accepted Notes (as hereinafter defined) which have not yet been purchased and sold hereunder prior to such time is herein called the “ Available Facility Amount ” at such time. NOTWITHSTANDING THE WILLINGNESS OF PRUDENTIAL TO CONSIDER PURCHASES OF SHELF NOTES, THIS AGREEMENT IS ENTERED INTO ON THE EXPRESS UNDERSTANDING THAT NEITHER PRUDENTIAL NOR ANY PRUDENTIAL AFFILIATE SHALL BE OBLIGATED TO MAKE OR ACCEPT OFFERS TO PURCHASE SHELF NOTES, OR TO QUOTE RATES, SPREADS OR OTHER TERMS WITH RESPECT TO SPECIFIC PURCHASES OF SHELF NOTES, AND THE FACILITY SHALL IN NO WAY BE CONSTRUED AS A COMMITMENT BY PRUDENTIAL OR ANY PRUDENTIAL AFFILIATE.

2B(2).    Issuance Period . Shelf Notes may be issued and sold pursuant to this Agreement until the earlier of:

(i)    the third anniversary of the date of this Agreement (or if any such anniversary is not a Business Day, the Business Day next preceding such anniversary),

(ii)    the thirtieth day after Prudential shall have given to the Company, or the Company shall have given to Prudential, a notice stating that it elects to terminate the issuance and sale of Shelf Notes pursuant to this Agreement (or if such thirtieth day is not a Business Day, the Business Day next preceding such thirtieth day),

(iii)    The last Closing Day after which there is no Available Facility Amount,

(iv)    The termination of the Facility under paragraph 7, and

(v)    The acceleration of any Note under paragraph 7A of this Agreement.

The period during which Shelf Notes may be issued and sold pursuant to this Agreement is herein called the “Issuance Period”.

2B(3).    Request for Purchase . The Company may from time to time during the Issuance Period make requests for purchases of Shelf Notes (each such request being herein called a “ Request for Purchase ”). Each Request for Purchase shall be made to Prudential by telecopy or overnight delivery service, and shall:

(i)    specify the aggregate principal amount of Shelf Notes covered thereby, which shall not be less than $5,000,000 and not be greater than the Available Facility Amount at the time such Request for Purchase is made,

(ii)    specify the principal amounts, final maturities (which shall be no more than ten years from the date of issuance), principal prepayment dates and amounts and interest payment periods (quarterly or semi-annual in arrears) of the Shelf Notes covered thereby,

(iii)    specify the use of proceeds of such Shelf Notes,

(iv)    specify the proposed day for the closing of the purchase and sale of such Shelf Notes, which shall be a Business Day during the Issuance Period not less than 10 days and not more than 25 days after the making of such Request for Purchase (the “ Closing Day ”),

(v)    specify the number of the account and the name and address of the depository institution to which the purchase prices of such Shelf Notes are to be transferred on the Closing Day for such purchase and sale,

(vi)    certify that the representations and warranties contained in paragraph 8 are true on and as of the date of such Request for Purchase and that there exists on the date of such Request for Purchase no Event of Default or Default,

(vii)    specify the Designated Spread for such Shelf Notes, and

(viii)    be substantially in the form of Exhibit C attached hereto. Each Request for Purchase shall be in writing and shall be deemed made when received by Prudential.

2B(4).    Rate Quotes . Not later than five Business Days after the Company shall have given Prudential a Request for Purchase pursuant to paragraph 2B(3), Prudential may, but shall be under no obligation to, provide to the Company by telephone or telecopier, in each case between 9:30 A.M. and 1:30 P.M. New York City local time (or such later time as Prudential may elect) interest rate quotes for the several principal amounts, maturities, principal prepayment schedules, and interest payment periods of Shelf Notes specified in such Request for Purchase. Each quote shall represent the interest rate per annum payable on the outstanding principal balance of such Shelf Notes at which Prudential or a Prudential Affiliate would be willing to purchase such Shelf Notes at 100% of the principal amount thereof.

2B(5).    Acceptance . Within 30 minutes after Prudential shall have provided any interest rate quotes pursuant to paragraph 2B(4) or such shorter period as Prudential may specify to the Company (such period herein called the “ Acceptance Window ”), the Company may, subject to paragraph 2B(6), elect to accept such interest rate quotes as to not less than $5,000,000 aggregate principal amount of the Shelf Notes specified in the related Request for Purchase. Such election shall be made by an Authorized Officer of the Company notifying Prudential by telephone or telecopier within the Acceptance Window (but not earlier than 9:30 a.m. or later than 2:00 p.m., New York City local time) that the Company elects to accept such interest rate quotes, specifying the Shelf Notes (each such Shelf Note being herein called an “ Accepted Note ”) as to which such acceptance (herein called a “ Acceptance ”) relates. The day the Company notifies Prudential of an Acceptance with respect to any Accepted Notes is herein called the “ Acceptance Day ” for such Accepted Notes. Any interest rate quotes as to which Prudential does not receive an Acceptance within the Acceptance Window shall expire, and no purchase or sale of Shelf Notes hereunder shall be made based on such expired interest rate quotes. Subject to paragraph 2B(6) and the other terms and conditions hereof, the Company agrees to sell to Prudential or a Prudential Affiliate, and Prudential agrees to purchase, or to cause the purchase by a Prudential Affiliate of, the Accepted Notes at 100% of the principal amount of such Notes. As soon as practicable following the Acceptance Day, the Company, Prudential and each Prudential Affiliate which is to purchase any such Accepted Notes will execute a confirmation of such Acceptance substantially in the form of Exhibit D attached hereto (herein called a “ Confirmation of Acceptance ”). If the Company should fail to execute and return to Prudential within three Business Days following receipt thereof a Confirmation of Acceptance with respect to any Accepted Notes, Prudential may at its election at any time prior to its receipt thereof cancel the closing with respect to such Accepted Notes by so notifying the Company in writing.

2B(6).    Market Disruption . Notwithstanding the provisions of paragraph 2B(5), if Prudential shall have provided interest rate quotes pursuant to paragraph 2B(4) and thereafter prior to the time an Acceptance with respect to such quotes shall have been notified to Prudential in accordance with paragraph 2B(5) the domestic market for U.S. Treasury securities or derivatives shall have closed or there shall have occurred a general suspension, material limitation, or significant disruption of trading in securities generally on the New York Stock Exchange or in the domestic market for U.S. Treasury securities or derivatives, then such interest rate quotes shall expire, and no purchase or sale of Shelf Notes hereunder shall be made based on such expired interest rate quotes. If the Company thereafter notifies Prudential of the Acceptance of any such interest rate quotes, such Acceptance shall be ineffective for all purposes of this Agreement, and Prudential shall promptly notify the Company that the provisions of this paragraph 2B(6) are applicable with respect to such Acceptance.

2B(7).    Facility Closings . Not later than 11:30 A.M. (New York City local time) on the Closing Day for any Accepted Notes, the Company will deliver to each Purchaser listed in the Confirmation of Acceptance relating thereto, and at the place specified in the applicable Purchaser Schedule for such Series of Notes, the Accepted Notes to be purchased by such Purchaser in the form of one or more Notes in authorized denominations as such Purchaser may request for each Series of Accepted Notes to be purchased on the Closing Day, dated the Closing Day and registered in such Purchaser’s name (or in the name of its nominee), against payment of the purchase price thereof by transfer of immediately available funds for credit to the Company’s account specified in the Request for Purchase of such Notes. If the Company fails to tender to any Purchaser the Accepted Notes to be purchased by such Purchaser on the scheduled Closing Day for such Accepted Notes as provided above in this paragraph 2B(7), or any of the conditions specified in paragraph 3 shall not have been fulfilled by the time required on such scheduled Closing Day, the Company shall, prior to 1:00 P.M., New York City local time, on such scheduled Closing Day notify Prudential (which notification shall be deemed received by each Purchaser) in writing whether (i) such closing is to be rescheduled (such rescheduled date to be a Business Day during the Issuance Period not less than one Business Day and not more than 10 Business Days after such scheduled Closing Day (the “ Rescheduled Closing Day ”) and certify to Prudential (which certification shall be for the benefit of each Purchaser) that the Company reasonably believes that it will be able to comply with the conditions set forth in paragraph 3 on such Rescheduled Closing Day and that the Company will pay the Delayed Delivery Fee in accordance with paragraph 2B(8)(iii) or (ii) such closing is to be canceled. In the event that the Company shall fail to give such notice referred to in the preceding sentence, Prudential (on behalf of each Purchaser) may at its election, at any time after 1:00 P.M., New York City local time, on such scheduled Closing Day, notify the Company in writing that such closing is to be canceled. Notwithstanding anything to the contrary appearing in this Agreement, the Company may elect to reschedule a closing with respect to any given Accepted Notes on not more than one occasion, unless Prudential shall have otherwise consented in writing.

2B(8).    Fees .

2B(8)(i).    Intentionally Omitted .

2B(8)(ii).    Issuance Fee . The Company will pay to Prudential in immediately available funds a fee (herein called the “ Issuance Fee ”) on each Closing Day (other than the Series AA Closing Day) in an amount equal to 0.125%   of the aggregate principal amount of Notes sold on such Closing Day.

2B(8)(iii).    Delayed Delivery Fee . If the closing of the purchase and sale of any Accepted Note is delayed for any reason beyond the original Closing Day for such Accepted Note, the Company will pay to Prudential (a) on the Cancellation Date or actual closing date of such purchase and sale and (b) if earlier, the next Business Day following 90 days after the Acceptance Day for such Accepted Note and on each Business Day following 90 days after the prior payment hereunder, a fee (herein called the “Delayed Delivery Fee”) calculated as follows:

where “ BEY ” means Bond Equivalent Yield, i.e., the bond equivalent yield per annum of such Accepted Note, “ MMY ” means Money Market Yield, i.e., the yield per annum on a commercial paper investment of the highest quality selected by Prudential on the date Prudential receives notice of the delay in the closing for such Accepted Note having a maturity date or dates the same as, or closest to, the Rescheduled Closing Day or Rescheduled Closing Days (a new alternative investment being selected by Prudential each time such closing is delayed); “ DTS ” means Days to Settlement, i.e., the number of actual days elapsed from and including the original Closing Day with respect to such Accepted Note (in the case of the first such payment with respect to such Accepted Note) or from and including the date of the next preceding payment (in the case of any subsequent delayed delivery fee payment with respect to such Accepted Note) to but excluding the date of such payment; and “ PA ” means Principal Amount, i.e., the principal amount of the Accepted Note for which such calculation is being made. In no case shall the Delayed Delivery Fee be less than zero. Nothing contained herein shall obligate any Purchaser to purchase any Accepted Note on any day other than the Closing Day for such Accepted Note, as the same may be rescheduled from time to time in compliance with paragraph 2B(7).

2B(8)(iv).    Cancellation Fee . If the Company at any time notifies Prudential in writing that the Company is canceling the closing of the purchase and sale of any Accepted Note, or if Prudential notifies the Company in writing under the circumstances set forth in the last sentence of paragraph 2B(5) or the penultimate sentence of paragraph 2B(7) that the closing of the purchase and sale of such Accepted Note is to be canceled, or if the closing of the purchase and sale of such Accepted Note is not consummated on or prior to the last day of the Issuance Period (the date of any such notification, or the last day of the Issuance Period, as the case may be, being herein called the “ Cancellation Date ”), the Company will pay the Purchasers in immediately available funds an amount (the “ Cancellation Fee ”) calculated as follows:

where " PI " means Price Increase, i.e. , the quotient (expressed in decimals) obtained by dividing (a) the excess of the ask price (as determined by Prudential) of the Hedge Treasury Note(s) on the Cancellation Date over the bid price (as determined by Prudential) of the Hedge Treasury Notes(s) on the Acceptance Day for such Accepted Note by (b) such bid price; and " PA " has the meaning ascribed to it in paragraph 2B(8)(iii). The foregoing bid and ask prices shall be as reported by Telerate Systems, Inc. (or, if such data for any reason ceases to be available through Telerate Systems, Inc., any publicly available source of similar market data). Each price shall be based on a U.S. Treasury security having a par value of $100.00 and shall be rounded to the second decimal place. In no case shall the Cancellation Fee be less than zero.

3.    CONDITIONS OF CLOSING . The obligations of Prudential and each other Purchaser to enter into this Agreement, to purchase and pay for any Notes, and to make the Facility available to the Company is subject to the satisfaction, on or before the Agreement Effective Date and the applicable Closing Day for such Notes, of the following conditions:

3A.    Initial Closing Documents . Prudential shall have received the following, each dated the date of the Agreement Effective Date:

(i)    Certified copies of the resolutions of the Board of Directors of the Company authorizing the execution and delivery of this Agreement, and of all documents evidencing other necessary corporate action and governmental approvals, if any, with respect to this Agreement.

(ii)    A certificate of the Secretary or an Assistant Secretary and one other officer of the Company certifying the names and true signatures of the officers of the Company authorized to sign this Agreement and the other documents to be delivered hereunder.

(iii)    Certified copies of the Certificate of Incorporation and By-laws of the Company.

(iv)    A favorable opinion of McGuire Woods Battle & Boothe, L.L.P., special counsel to the Company (or such other counsel designated by the Company and acceptable to Prudential) satisfactory to Prudential and substantially in the form of Exhibit E attached hereto and as to such other matters as Prudential may reasonably request. The Company hereby directs each such counsel to deliver such opinion, and understands and agrees that Prudential will and is hereby authorized to rely on such opinion.

(v)    A good standing certificate for the Company from the Secretary of State of Delaware dated of a recent date and good standing or other certificates of qualification to do business as a foreign corporation for the Company in the State of Virginia and North Carolina and such other evidence of the status of the Company as Prudential may reasonably request.

(vi)    Duly executed amendment to the 1995 Note Agreement.

(vii)    Additional documents or certificates with respect to legal matters or corporate or other proceedings related to the transactions contemplated hereby as may be reasonably requested by Prudential.

3B.    Series AA Closing Day and Each other Closing Day. Such Purchaser shall have received the following, each dated the date of the applicable Closing Day:

(i)    The Note(s) to be purchased by such Purchaser.

(ii)    Certified copies of the resolutions of the Board of Directors of the Company authorizing the execution and delivery of this Agreement and the issuance of the Notes, and of all documents evidencing other necessary corporate action and governmental approvals, if any, with respect to this Agreement and the Notes.

(iii)    A certificate of the Secretary or an Assistant Secretary and one other officer of the Company certifying the names and true signatures of the officers of the Company authorized to sign this Agreement and the Notes and the other documents to be delivered hereunder.

(iv)    Certified copies of the Certificate of Incorporation and By-laws of the Company (or certification of the Secretary or an Assistant Secretary as to no changes thereto since the delivery of the constituent documents on the prior Closing Day).

(v)    A favorable opinion of McGuire Woods Battle & Boothe, L.L.P., special counsel to the Company (or such other counsel designated by the Company and acceptable to the Purchaser(s)) satisfactory to such Purchaser and substantially in the form of Exhibit E attached hereto and as to such other matters as such Purchaser may reasonably request. The Company hereby directs each such counsel to deliver such opinion, agrees that the issuance and sale of any Notes will constitute a reconfirmation of such direction, and understands and agrees that each Purchaser receiving such an opinion will and is hereby authorized to rely on such opinion.

(vi)    A good standing certificate for the Company from the Secretary of State of Delaware dated of a recent date and good standing or other certificates of qualification to do business as a foreign corporation for the Company in the State of Virginia and North Carolina and such other evidence of the status of the Company as such Purchaser may reasonably request.

(vii)    Additional documents or certificates with respect to legal matters or corporate or other proceedings related to the transactions contemplated hereby as may be reasonably requested by such Purchaser.

3C.    Opinion of Purchaser’s Special Counsel . On the Agreement Effective Date and each subsequent Closing Day, Prudential and each other Purchaser shall have received from King & Spalding, LLP a favorable opinion satisfactory to Prudential and each other Purchaser as to such matters incident to the matters herein contemplated as it may reasonably request.

3D.    Representations and Warranties; No Default . The representations and warranties contained in paragraph 8 shall be true in all material respects on and as of the Agreement Effective Date and each such Closing Day, except to the extent of changes caused by the transactions herein contemplated; there shall exist on the Agreement Effective Date and such Closing Day no Event of Default or Default; and the Company shall have delivered to such Purchaser an Officer’s Certificate, dated the Agreement Effective Date or such Closing Day, to both such effects.

3E.    Purchase Permitted by Applicable Laws . The purchase of and payment for the Notes to be purchased by such Purchaser on the terms and conditions herein provided (including the use of the proceeds of such Notes by the Company) shall not violate any applicable law or governmental regulation (including, without limitation, Section 5 of the Securities Act or Regulation T, U or X of the Board of Governors of the Federal Reserve System) and shall not subject such Purchaser to any tax, penalty, liability or other onerous condition under or pursuant to any applicable law or governmental regulation, and such Purchaser shall have received such certificates or other evidence as it may reasonably request to establish compliance with this condition.

3F.    Payment of Fees . The Company shall have paid to Prudential on the applicable Closing Day any fees due it pursuant to or in connection with this Agreement, including any Issuance Fee due pursuant to paragraph 2B(8)(ii) and any Delayed Delivery Fee due pursuant to paragraph 2B(8)(iii).

3G.    No Material Adverse Change . Prudential shall have received a certificate from the chief financial officer of the Company, dated the Agreement Effective Date or the applicable Closing Day, saying that, except as set forth on Schedule 8B, no material adverse change in the financial condition, business, operations or prospects of the Company or its Subsidiaries, taken as a whole, has occurred since December 31, 2005.

3H.    Private Placement Numbers . A private placement number issued by Standard & Poor’s CUSIP Service Bureau (in cooperation with the Securities Valuation Office of the National Association of Insurance Commissioners) shall have been obtained for the Notes to be purchased on the applicable Closing Day.

3I.    Location of Closings . Prudential, together with each other Purchaser, acknowledges and agrees that it has delivered, with the intent to be bound, its executed counterparts of this Agreement to counsel for the Purchasers, c/o King & Spalding LLP, 1185 Avenue of the Americas, New York, New York 10036. The Company acknowledges and agrees that it has delivered, with the intent to be bound, its executed counterparts of this Agreement, together with all other documents, instruments, opinions, certificates and other items required under paragraph 3A to counsel for the Purchasers, c/o King & Spalding LLP, 1185 Avenue of the Americas, New York, New York 10036. All parties agree that closing of the transactions contemplated by this Agreement on the Agreement Effective Date and each subsequent Closing Day shall be deemed to have occurred in New York and that all deliveries on each subsequent Closing Day for the Notes shall be delivered to counsel for the Purchasers, c/o King & Spalding, LLP, 1185 Avenue of the Americas, New York, New York 10036.

4.    PREPAYMENTS . The 2001 Notes shall be subject to required prepayment as and to the extent set forth in the Notes of such Series. The Series AA Notes and any Shelf Notes shall be subject to required prepayment as and to the extent provided in paragraphs 4A and 4B, respectively. The Notes shall also be subject to prepayment under the circumstances set forth in paragraph 4C. Any prepayment made by the Company pursuant to any other provision of this paragraph 4 shall not reduce or otherwise affect its obligation to make any required prepayment as specified in the 2001 Notes or in paragraphs 4A or 4B.

4A.    Required Prepayments of Series AA Notes. Until the Series AA Notes shall be paid in full, the Company shall apply to the prepayment of the Series AA Notes, without Yield-Maintenance Amount, the sum of $3,571,428.57 on May 3rd of each year, commencing on May 3, 2011 , and such principal amounts of the Series AA Notes, together with interest thereon to the payment dates, shall become due on such payment dates. The remaining unpaid principal amount of the Series AA Notes, together with interest accrued thereon, shall become due on the maturity date of the Series AA Notes.

4B.    Required Prepayments of Shelf Notes . Each Series of Shelf Notes shall be subject to required prepayments, if any, set forth in the Notes of such Series.

4C.    Optional Prepayment With Yield-Maintenance Amount . The Notes of each Series shall be subject to prepayment, in whole at any time or from time to time in part (in integral multiples of $100,000 and in a minimum amount of $1,000,000), at the option of the Company, at 100% of the principal amount so prepaid plus interest thereon to the prepayment date and the Yield-Maintenance Amount, if any, with respect to each such Note. Any partial prepayment of a Series of the Notes pursuant to this paragraph 4C shall be applied in satisfaction of required payments of principal in inverse order of their scheduled due dates.

4D.    Notice of Optional Prepayment . The Company shall give the holder of each Note of a Series to be prepaid pursuant to paragraph 4C irrevocable written notice of such prepayment not less than 5 Business Days prior to the prepayment date, specifying such prepayment date, the aggregate principal amount of the Notes of such Series to be prepaid on such date, the principal amount of the Notes of such Series held by such holder to be prepaid on that date and that such prepayment is to be made pursuant to paragraph 4C. Notice of prepayment having been given as aforesaid, the principal amount of the Notes specified in such notice, together with interest thereon to the prepayment date and together with the Yield-Maintenance Amount, if any, herein provided, shall become due and payable on such prepayment date. The Company shall use reasonable efforts, on or before the day on which it gives written notice of any prepayment pursuant to paragraph 4C, to give telephonic notice of the principal amount of the Notes to be prepaid and the prepayment date to each Significant Holder which shall have designated a recipient for such notices in the Purchaser Schedule attached hereto or the applicable Confirmation of Acceptance or by notice in writing to the Company.

4E.    Application of Required Prepayments . In the case of each prepayment of less than the entire unpaid principal amount of all outstanding Notes of any Series pursuant to paragraphs 4A, 4B or 4C, the amount to be prepaid shall be applied pro rata to all outstanding Notes of such Series (including, for the purpose of this paragraph 4E only, all Notes of such Series prepaid or otherwise retired or purchased or otherwise acquired by the Company or any of its Subsidiaries or Affiliates other than by prepayment pursuant to paragraph 4A, 4B or 4C) according to the respective unpaid principal amounts thereof.

4F.    Retirement of Notes . The Company shall not, and shall not permit any of its Subsidiaries or Affiliates to, prepay or otherwise retire in whole or in part prior to their stated final maturity (other than by prepayment pursuant to paragraphs 4A, 4B or 4C or upon acceleration of such final maturity pursuant to paragraph 7A), or purchase or otherwise acquire, directly or indirectly, Notes of any Series held by any holder unless the Company or such Subsidiary or Affiliate shall have offered to prepay or otherwise retire or purchase or otherwise acquire, as the case may be, the same proportion of the aggregate principal amount of Notes of such Series held by each other holder of Notes of such Series at the time outstanding upon the same terms and conditions. Any Notes so prepaid or otherwise retired or purchased or otherwise acquired by the Company or any of its Subsidiaries or Affiliates shall not be deemed to be outstanding for any purpose under this Agreement, except as provided in paragraph 4E.

5.    AFFIRMATIVE COVENANTS .

5A.    Reporting Requirements .

5A(1).    General Information . The Company covenants that it will deliver to each Significant Holder in triplicate:

(i)    as soon as practicable and in any event within 45 days after the end of each quarterly period (other than the fourth quarterly period) in each fiscal year,

(1)   Consolidated statements of income, stockholders’ equity and cash flows for the period from the beginning of the current fiscal year to the end of such quarterly period, and

(2)   a Consolidated balance sheet as at the end of such quarterly period,

setting forth in each case in comparative form figures for the corresponding period in the preceding fiscal year, all in reasonable detail and satisfactory in form to the Required Holder(s) and certified by an authorized financial officer of the Company as fairly presenting, in all material respects, the financial condition of the Company and its Consolidated Subsidiaries as of the end of such period and the results of their operations for the period then ended in accordance with generally accepted accounting principles, subject to changes resulting from normal year-end adjustments and the inclusion of abbreviated footnotes; provided , however , that delivery pursuant to clause (iii) below of copies of the Quarterly Report on Form 10-Q of the Company for such quarterly period filed with the Securities and Exchange Commission shall be deemed to satisfy the requirements of this clause (i);

(ii)    as soon as practicable and in any event within 90 days after the end of each fiscal year,

setting forth in each case in comparative form corresponding Consolidated figures from the preceding annual audit, all in reasonable detail and satisfactory in scope to the Required Holder(s) and reported on by independent public accountants of recognized standing selected by the Company whose report shall be without limitation as to the scope of the audit and reasonably satisfactory in substance to the Required Holder(s); provided , however , that delivery pursuant to clause (iii) below of copies of the Annual Report on Form 10-K of the Company for such year filed with the Securities and Exchange Commission shall be deemed to satisfy the requirements of this clause (ii);

(iii)    promptly upon transmission thereof, copies of all such financial statements, proxy statements, notices and reports as it shall send to its public stockholders and copies of all registration statements (without exhibits) and all reports (other than any registration statement filed on Form S-8) which it files with the Securities and Exchange Commission (or any governmental body or agency succeeding to the functions of the Securities and Exchange Commission);

(iv)    promptly upon receipt thereof, a copy of each other report (including, without limitation, management letters) submitted to the Company or any Subsidiary by independent accountants in connection with any annual, interim or special audit made by them of the books of the Company or any Subsidiary;

(v)    promptly upon receipt thereof, a copy of each report, survey, study, evaluation, assessment or other document prepared by any consultant, engineer, Environmental Authority or other Person relating to compliance by the Company or any Subsidiary with any Environmental Requirements, if the cost of remediation, repair or compliance may be reasonably expected to exceed $500,000 in any one case or in the aggregate,

(vi)    with reasonable promptness, upon the request of the holder of any Note, provide such holder, and any qualified institutional buyer designated by such holder, such financial and other information as such holder may reasonably determine to be necessary in order to permit compliance with the information requirements of Rule 144A under the Securities Act in connection with the resale of Notes, except at such times as the Company is subject to the reporting requirements of section 13 or 15(d) of the Exchange Act. For the purpose of this clause (vii), the term “qualified institutional buyer” shall have the meaning specified in Rule 144A under the Securities Act; and

(vii)    with reasonable promptness, such other financial data as a Significant Holder may reasonably request,

5A(2).    Quarterly Officer’s Certificates . Together with each delivery of financial statements required by clauses 5A(1)(i) and (ii) above, the Company will deliver to each Significant Holder an Officer’s Certificate demonstrating (with computations in reasonable detail) compliance with the provisions of paragraphs 6A, 6B and 6D and stating that there exists no Event of Default or Default, or, if any Event of Default or Default exists, specifying the nature and period of existence thereof and what action the Company has taken, is taking or proposes to take with respect thereto;

5A(3).    Annual Accountant’s Letter . Together with each delivery of financial statements required by clause 5A(1)(ii) above, the Company will deliver to each Significant Holder a certificate of the independent public accountants giving the report on such financial statements stating that, in making the audit necessary for their report, they have obtained no knowledge of any Event of Default or Default, or, if they have obtained knowledge of any Event of Default or Default, specifying the nature and period of existence thereof. The accountants, however, shall not be liable to anyone as a result of this provision by reason of their failure to obtain knowledge of any Event of Default or Default which would not be disclosed in the course of an audit conducted in accordance with generally accepted auditing standards;

5A(4).    Special Information . The Company also covenants that within 5 Business Days after any Responsible Officer obtains knowledge of:

(a)    an Event of Default or Default,

(b)    a material adverse change in the financial condition, business or operations of the Company and its Subsidiaries, taken as a whole,

(c)    legal proceedings filed against the Company and/or any Subsidiary, which reasonably could be expected to have a material adverse effect on the financial condition, business or operations of the Company and its Subsidiaries, taken as a whole, or which in any manner draws into question the validity of or reasonably could be expected to impair the ability of the Company to perform its obligations under this Agreement or the Notes;

(d)    a default under any agreement or note evidencing Debt for which the Company or any Subsidiary is liable, which individually or in the aggregate with all other agreements and notes in default for which the Company or any Subsidiary is liable, exceeds $5,000,000;

(e)    the occurrence of any other event that reasonably could be expected to impair the ability of the Company to meet its obligations hereunder;

(f)    any (i) Environmental Liabilities, (ii) pending, threatened or anticipated Environmental Proceedings, (iii) Environmental Notices, (iv) Environmental Judgments and Orders, or (v) Environmental Releases at, on, in, under or in any way affecting the Properties which reasonably could be expected to have a material adverse effect on the business, operations or financial condition of the Company and its Subsidiaries, taken as a whole; or

(g)    with respect to any Plan that is subject to the funding requirements of Section 302 of ERISA or Section 412 of the Code, the Company (i) has given or is required to give notice to the Pension Benefit Guaranty Corporation that a material reportable event has occurred with respect to such Plan, (ii) has delivered notice to the Pension Benefit Guaranty Corporation of any intent to withdraw from or terminate any such Plan, or (iii) has failed to make timely a contribution to any such Plan;

the Company will deliver to each Significant Holder an Officer’s Certificate specifying the nature and period of existence thereof and what action the Company or the Subsidiary has taken, is taking or proposes to take with respect thereto.

5B.    Inspection of Property . The Company covenants that, at such reasonable times and as often as a Significant Holder may reasonably request, it will permit any Person designated by a Significant Holder in writing, at such Significant Holder’s expense unless a Default has occurred and is continuing in which case at the Company’s expense, to:

(i)    visit and inspect any of the properties of the Company and any Subsidiary;

(ii)    examine the corporate books and financial records of the Company and its Subsidiaries and make copies thereof or extracts therefrom; and

(iii)    discuss the affairs, finances and accounts of any of such corporations with the principal officers of the Company or any Subsidiary and independent public accountants to the Company.

5C.    Covenant to Secure Notes Equally . The Company covenants that if it or any Subsidiary shall create or assume any Lien upon any of its property or assets, whether now owned or hereafter acquired, other than Liens permitted by paragraph 6C(1) (unless prior written consent shall have been obtained under paragraph 11C), it will make or cause to be made effective provision whereby the Notes will be secured by such Lien equally and ratably with any and all other Debt thereby secured so long as any such other Debt shall be so secured.

5D.    Guaranteed Obligations . The Company covenants that if any Person (other than the Company) guarantees or provides collateral in any manner for any Debt of the Company or any Subsidiary, it will simultaneously cause such Person to guarantee or provide collateral for the Notes equally and ratably with all Debt guaranteed or secured by such Person pursuant to documentation in form and substance reasonably satisfactory to such holder.

5E.    Maintenance of Insurance . The Company covenants that it and each Subsidiary will maintain, with responsible insurers, insurance with respect to its properties and business against such casualties and contingencies (including, but not limited to, public liability, larceny, embezzlement or other criminal misappropriation) and in such amounts as is customary in the case of similarly situated corporations engaged in the same or similar businesses.

5F.    Maintenance of Corporate Existence/Compliance with Law/Preservation of Property . The Company covenants that, except as permitted under paragraph 6C(3) and 6D, it and each Subsidiary will do or cause to be done all things necessary to:

(i)    preserve, renew and keep in full force and effect the corporate existence of the Company and its Subsidiaries (other than those Subsidiaries not material to the financial condition, business or operations of the Company and its Subsidiaries taken as a whole);

(ii)    comply with all laws and regulations (including, without limitation, laws and regulations relating to equal employment opportunity and employee safety) applicable to it and any Subsidiary except where the failure to comply could not reasonably be expected to have a material adverse effect on the business, operations or financial condition of the Company and its Subsidiaries, taken as a whole;

(iii)    maintain, preserve and protect all material intellectual property of the Company and its Subsidiaries, and

(iv)    preserve all the remainder of its property used or useful in the conduct of its business and keep the same in good repair, working order and condition excluding normal wear and tear.

5G.    Compliance with Environmental Laws . The Company covenants that it and each Subsidiary will, comply in a timely fashion with, or operate pursuant to valid waivers of the provisions of, all applicable Environmental Requirements, including, without limitation, the emission of wastewater effluent, solid and hazardous waste and air emissions together with any other applicable Environmental Requirements for conducting, on a timely basis, periodic tests and monitoring for contamination of ground water, surface water, air and land and for biological toxicity of the aforesaid, and all applicable regulations of the Environmental Protection Agency or other relevant federal, state or local governmental authority, except where the failure to comply could not reasonably be expected to have a material adverse effect on the business, operations or financial condition of the Company and its Subsidiaries, taken as a whole. The Company agrees to indemnify and hold you, your officers, agents and employees (each an “ Indemnified Person ” ) harmless from any loss, liability, claim or expense that you may incur or suffer as a result of a breach by the Company or any Subsidiary, as the case may be, of this covenant other than as a result of the gross negligence or willful misconduct of such Indemnified Person. The Company shall not be deemed to have breached or violated this paragraph 5G if the Company or any Subsidiary is challenging in good faith by appropriate proceedings diligently pursued the application or enforcement of such Environmental Requirements for which adequate reserves have been established in accordance with generally accepted accounting principles.

5H.    No Integration . The Company covenants that it has taken and will take all necessary action so that the issuance of the Notes does not and will not require registration under the Securities Act. The Company covenants that no future offer and sale of debt securities of the Company of any class will be made if there is a reasonable possibility that such offer and sale would, under the doctrine of “integration”, subject the issuance of the Notes to you to the registration requirements of the Securities Act.

5I.    Financial Records . The Company covenants that it and each Subsidiary will, keep proper books of record and account in which full and correct entries (subject to normal year end adjustments and, as to interim statements, the absence of footnotes) will be made of the business and affairs of the Company or such Subsidiary under generally accepted accounting principles consistently applied (except for changes disclosed in the financial statements furnished to you pursuant to paragraph 5A and concurred in by the independent public accountants referred to in paragraph 5A).

6.    NEGATIVE COVENANTS . Unless the Required Holders otherwise agree in writing, the Company shall not, and shall not permit any Subsidiary, to take any of the following actions or permit the occurrence or existence of any of the following events or conditions:

6A.    Fixed Charge Coverage and Debt Limits . The Company covenants that it will not at any time permit:

(i)    Consolidated Operating Income to be less than 200% of Consolidated Fixed Charges; or

(ii)    Consolidated Debt to exceed 55% of Consolidated Capitalization; or

(iii)    Consolidated Priority Debt to exceed 10% of Consolidated Net Worth; or

(iv)    the ratio of Consolidated Debt to Consolidated EBITDA to exceed 2.75:1.00.

6B.    Intentionally Omitted.

6C.    Liens, Debt and Other Restrictions . The Company covenants that it will not and will not permit any Subsidiary to:

6C(1).    Liens . Create, assume or suffer to exist any Lien upon any of its property or assets, whether now owned or hereafter acquired (whether or not provision is made for the equal and ratable securing of the Notes pursuant to paragraph 5C), except:

(i)    Liens for taxes (including ad valorem and property taxes) and assessments or governmental charges or levies not yet due or which are being actively contested in good faith by appropriate proceedings;

(ii)    other Liens incidental to the conduct of its business or the maintenance, operation, construction or ownership of its property and assets (including pledges or deposits in connection with workers’ compensation and social security taxes, assessments and charges, and landlords, mechanics and materialmen Liens and survey exceptions or encumbrances, easements or reservations, rights-of-way, or zoning restrictions) provided that (A) such Liens were not incurred in connection with the borrowing of money, or the obtaining of advances or credit or the payment of the deferred purchase price of property and (B) the existence of such Lien does not materially detract from the value of such property or assets to the Company or any Subsidiary or unreasonably interfere with the ordinary conduct of business;

(iii)    Liens (other than any Lien imposed by ERISA) incurred or deposits made in the ordinary course of business to secure (or to obtain letters of credit that secure) the performance of tenders, statutory obligations, surety and appeal bonds, bids, leases, performance bonds, purchase, construction or sales contracts and other similar obligations, in each case not incurred or made in connection with Debt;

(iv)    to the extent permitted under paragraphs 6A and 6C(2), any Lien created to secure all or any part of the purchase price incurred or assumed to pay all or any part of the purchase price of property acquired by the Company or a Subsidiary after the date of this Agreement, provided that:

(A)   any such Lien shall be confined solely to the item or items of property so acquired and, if required by the terms of the instrument originally creating such Lien, other property which is an improvement to or for specific use with such acquired property;

(B)   the principal amount of the Debt secured by any such Lien shall at no time exceed 100% of the lesser of (1) the cost to the Company or the Subsidiary of the property acquired and (2) the Fair Market Value of such property (as determined in good faith by the Company’s Board) at the time of such acquisition; and

(C)   any such Lien shall be created within 365 days after the acquisition of the property or completion of the improvements;

(v)    Liens securing Capitalized Lease Obligations, provided such Liens are limited to the property subject to such leases;

(vi)    other Liens securing Consolidated Priority Debt permitted under paragraphs 6A and 6C(2); and

(vii)    any right of set off or banker’s lien (whether by common law, statute, contract or otherwise) in favor of any Person to whom neither the Company nor Subsidiary owes any Debt.

6C(2).    Debt . Create, incur, assume or suffer to exist any Debt, except:

(i)    Debt of any Subsidiary to the Company or any Wholly-Owned Subsidiary;

(ii)    other Debt of Subsidiaries permitted under paragraph 6A; and

(iii)    other Debt of the Company (other than Debt owed to a Subsidiary) if after giving effect thereto, the Company is in compliance with the provisions of paragraph 6A.

6C(3).    Merger or Consolidation . Merge, consolidate or exchange shares with any other Person, except that:

(i)    any Subsidiary may merge or consolidate with the Company or any Wholly-Owned Subsidiary; provided , in the case of a Wholly-Owned Subsidiary, it remains a Wholly-Owned Subsidiary after the merger or consolidation; and

(ii)    the Company may merge or consolidate with any other corporation (including a Subsidiary) if the continuing or surviving corporation is the Company and immediately after such merger or consolidation, no Default or Event of Default shall have occurred or exist.

6C(4).    Sale or Discount of Receivables . Sell with recourse, or discount or otherwise sell for less than the face value thereof, any of its notes or accounts receivable.

6C(5).    Change in Business . Enter into any business which is substantially different from the manufacturing of home furnishings.

6C(6).    Transactions with Related Party . Effect any transaction with any Affiliate or Subsidiary (other than a Wholly-Owned Subsidiary) by which any assets or services of the Company or a Subsidiary of the Company is transferred to such Affiliate or Subsidiary (other than a Wholly-Owned Subsidiary), or from such Affiliate or Subsidiary (other than a Wholly-Owned Subsidiary) or enter into any other transaction with an Affiliate or Subsidiary (other than a Wholly-Owned Subsidiary), on terms more favorable than would be reasonably expected to be given in a similar transaction with an unrelated entity.

6C(7).    Investments . Make, or permit to remain, an Investment except:

(i)    any Investment in a Subsidiary or an entity that becomes a Subsidiary simultaneously with such Investment,

(ii)    any evidence of debt, maturing not more than one year after the date of issue, issued by the United States of America, or any instrumentality or agency thereof and guaranteed fully as to principal, interest and premium, if any, by the United States of America,

(iii)    any repurchase agreement or certificate of deposit, maturing not more than one year after the date of purchase, issued by Wachovia Bank, National Association, or a commercial bank, bank holding company or trust company which is located within the United States of America, organized under the laws of the United States of America or the laws of any State thereof, is a member of the Federal Reserve System, has a Thompson Bank Watch Rating (or if no longer available, a comparable rating system), at the time of determination, of “B” (or higher), and has a combined capital and surplus and undivided profits of at least $500,000,000,

(iv)    commercial paper, maturing not more than 270 days after the date of purchase, issued by a corporation (other than the Company or any Subsidiary or Affiliate) organized and existing under the laws of any state within the United States of America with a rating, at the time as of which any determination thereof is to be made, of “P-I” (or higher) according to Moody’s Investors Service (or if no longer available, a comparable rating system), or “A-1” (or higher) according to Standard & Poor’s Corporation (or if no longer available, a comparable rating system),

(v)    property or assets acquired solely in exchange for capital stock of the Company, and

(vi)    any other Investment of the Company or any of its Subsidiaries so long as the amount of all such Investments, other than investments specified in clauses (i) through (v) above shall not exceed an amount equal to 10% of Consolidated Assets.

6D.    Sale of Property . The Company will not, and will not permit any Subsidiary to, Dispose of any property or assets, except:

(i)    The Company or any Subsidiary may sell inventory in the ordinary course of business for Fair Market Value;

(ii)    any Subsidiary may Dispose of its assets to the Company or a Wholly-Owned Subsidiary;

(iii)    the Company or an