SEC Info - Pantry Inc - ‘8-K’ for 4/24/03

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Pantry Inc – ‘8-K’ for 4/24/03 – EX-10.1

On: Thursday, 4/24/03, at 9:03am ET · For: 4/24/03 · Accession #: 1021408-3-6468 · File #: 0-25813

  As Of                Filer                Filing    For·On·As Docs:Size              Issuer               Agent

 4/24/03  Pantry Inc                        8-K:5,7     4/24/03    5:805K                                   Donnelley R… Fin’l/NY/FA

Current Report — Form 8-K
Filing Table of Contents

Document/Exhibit                   Description                      Pages   Size 

 1: 8-K         Current Report                                         3     15K 
 2: EX-10.1     Amended & Restated Credit Agreement                  247   1.43M 
 3: EX-10.2     Amended & Restated Pledge Agreement                   22     72K 
 4: EX-10.3     Amended & Restated Security Agreement                 34     97K 
 5: EX-99.1     Press Release Dated April 24, 2003                    10     44K

EX-10.1 — Amended & Restated Credit Agreement
Exhibit Table of Contents

Page	(sequential)	\|	(alphabetic)	Top
			Alternative Formats (Word, et al.) Article I Definitions Article Iii Representations and Warranties Article Ii the Loans; Amount and Terms Article Iv Conditions Precedent Article Ix Miscellaneous Article V Affirmative Covenants Article Vii Events of Default Article Viii the Agent Article Vi Negative Covenants Article X Guaranty Borrower Collateral Commitment Transfer Supplement Erisa Existing Letters of Credit Guarantors Guaranty Indebtedness Intellectual Property Note Related Agreements Section 10.10 Release of Guarantor Section 10.1 The Guaranty Section 10.2 Bankruptcy Section 10.3 Nature of Liability Section 10.4 Independent Obligation Section 10.5 Authorization Section 10.6 Reliance Section 10.7 Waiver Section 10.8 Limitation on Enforcement Section 10.9 Confirmation of Payment Section 1.1 Defined Terms Section 1.2 Other Definitional Provisions Section 1.3 Accounting Terms Section 1.4 Time References Section 2.10 Default Rate and Payment Dates Section 2.11 Conversion Options Section 2.12 Computation of Interest and Fees Section 2.13 Pro Rata Treatment and Payments Section 2.14 Non-Receipt of Funds by the Administrative Agent Section 2.15 Inability to Determine Interest Rate Section 2.16 Illegality Section 2.17 Requirements of Law Section 2.18 Indemnity Section 2.19 Taxes Section 2.1 Revolving Loans Section 2.20 Indemnification; Nature of Issuing Lender's Duties Section 2.2 First Lien Term Loan Facility Section 2.3 Second Lien Term Loan Facility Section 2.4 Letter of Credit Subfacility Section 2.5 Swingline Loan Subfacility Section 2.6 Fees Section 2.7 Commitment Reductions Section 2.8 Prepayments Section 2.9 Minimum Borrowing Amounts and Principal Amount of Tranches; Lending Offices Section 3.10 Securities Activities Section 3.11 Employee Benefit Plans Section 3.12 Broker's Fees Section 3.13 Environmental Protection Section 3.14 Employee Matters Section 3.15 Solvency Section 3.16 Matters Relating to Collateral Section 3.17 Related Agreements Section 3.18 Disclosure Section 3.19 Permits Section 3.1 Organization; Qualification; Good Standing; Subsidiaries; Etc Section 3.20 Indebtedness Section 3.21 Intellectual Property Section 3.22 Investments Section 3.23 Tax Shelter Regulations Section 3.2 Authorization of Borrowing, Etc Section 3.3 Financial Condition Section 3.4 No Material Adverse Change; No Restricted Junior Payments Section 3.5 Title to Properties; Collateral Locations Section 3.6 Litigation; Adverse Facts Section 3.7 Financial Condition Section 3.8 Contractual Obligations; Restrictive Agreements; Material Contracts Section 3.9 Governmental Regulation Section 4.1 Conditions to Closing Date and Initial Loans Section 4.2 Conditions to All Extensions of Credit Section 5.10 Pledged Assets Section 5.11 Matters Relating to Additional Real Property Collateral Section 5.12 Interest Rate Protection Section 5.13 Use of Proceeds Section 5.14 Post-Closing Covenants Section 5.15 Further Assurances Section 5.1 Financial Statements and Other Reports Section 5.2 Corporate Existence, Etc Section 5.3 Payment of Taxes, Claims and Other Obligations; Tax Consolidation Section 5.4 Maintenance of Properties; Insurance Section 5.5 Books and Records; Inspection Rights; Lender Meeting Section 5.6 Compliance with Laws, Etc Section 5.7 Environmental Review and Investigation, Disclosure, Etc Section 5.8 Hazardous Materials Activities; Environmental Claims/Violations Section 5.9 Additional Guarantors Section 6.10 Transactions with Shareholders and Affiliates Section 6.11 Disposal of Subsidiary Capital Stock; Formation of New Subsidiaries Section 6.12 Conduct of Business Section 6.13 Restrictions on Certain Amendments; Senior Debt Status Section 6.14 Fiscal Year Section 6.15 Management Fees Section 6.16 Letters of Credit Section 6.1 Indebtedness Section 6.2 Liens and Related Matters Section 6.3 Investments; Joint Ventures Section 6.4 Contingent Obligations Section 6.5 Restricted Junior Payments Section 6.6 Financial Covenants Section 6.7 Restriction on Fundamental Changes, Asset Sales and Acquisitions Section 6.8 Sales and Lease-Backs Section 6.9 Sale or Discount of Receivables Section 7.1 Events of Default Section 7.2 Acceleration; Remedies Section 8.10 Nature of Duties Section 8.1 Appointment Section 8.2 Delegation of Duties Section 8.3 Exculpatory Provisions Section 8.4 Reliance by Administrative Agent Section 8.5 Notice of Default Section 8.6 Non-Reliance on Administrative Agent and Other Lenders Section 8.7 Indemnification Section 8.8 Administrative Agent in Its Individual Capacity Section 8.9 Successor Administrative Agent Section 9.10 Effectiveness Section 9.11 Severability Section 9.12 Integration Section 9.13 Governing Law Section 9.14 Consent to Jurisdiction and Service of Process Section 9.15 Confidentiality Section 9.16 Acknowledgments Section 9.17 Waivers of Jury Trial Section 9.1 Amendments, Waivers and Release of Collateral Section 9.2 Notices Section 9.3 No Waiver; Cumulative Remedies Section 9.4 Survival of Representations and Warranties Section 9.5 Payment of Expenses and Taxes Section 9.6 Successors and Assigns; Participations; Purchasing Lenders Section 9.7 Adjustments; Set-off Section 9.8 Table of Contents and Section Headings Section 9.9 Counterparts Subsidiaries Table of Contents 2.19 Certificate
1	1st Page - Filing Submission
2	Table of Contents
6	Article I Definitions
"	Section 1.1 Defined Terms
33	Section 1.2 Other Definitional Provisions
"	Section 1.3 Accounting Terms
"	Section 1.4 Time References
34	Article Ii the Loans; Amount and Terms
"	Section 2.1 Revolving Loans
36	Section 2.2 First Lien Term Loan Facility
37	Section 2.3 Second Lien Term Loan Facility
38	Section 2.4 Letter of Credit Subfacility
41	Section 2.5 Swingline Loan Subfacility
43	Section 2.6 Fees
44	Section 2.7 Commitment Reductions
"	Section 2.8 Prepayments
47	Section 2.9 Minimum Borrowing Amounts and Principal Amount of Tranches; Lending Offices
48	Section 2.10 Default Rate and Payment Dates
"	Section 2.11 Conversion Options
49	Section 2.12 Computation of Interest and Fees
"	Section 2.13 Pro Rata Treatment and Payments
51	Section 2.14 Non-Receipt of Funds by the Administrative Agent
52	Section 2.15 Inability to Determine Interest Rate
"	Section 2.16 Illegality
53	Section 2.17 Requirements of Law
54	Section 2.18 Indemnity
55	Section 2.19 Taxes
57	Section 2.20 Indemnification; Nature of Issuing Lender's Duties
58	Article Iii Representations and Warranties
"	Section 3.1 Organization; Qualification; Good Standing; Subsidiaries; Etc
59	Section 3.2 Authorization of Borrowing, Etc
60	Section 3.3 Financial Condition
61	Section 3.4 No Material Adverse Change; No Restricted Junior Payments
"	Section 3.5 Title to Properties; Collateral Locations
"	Section 3.6 Litigation; Adverse Facts
62	Section 3.7 Financial Condition
"	Section 3.8 Contractual Obligations; Restrictive Agreements; Material Contracts
"	Section 3.9 Governmental Regulation
63	Section 3.10 Securities Activities
"	Section 3.11 Employee Benefit Plans
64	Section 3.12 Broker's Fees
"	Section 3.13 Environmental Protection
65	Section 3.14 Employee Matters
"	Section 3.15 Solvency
"	Section 3.16 Matters Relating to Collateral
66	Section 3.17 Related Agreements
"	Section 3.18 Disclosure
67	Section 3.19 Permits
"	Section 3.20 Indebtedness
"	Section 3.21 Intellectual Property
"	Section 3.22 Investments
68	Section 3.23 Tax Shelter Regulations
"	Article Iv Conditions Precedent
"	Section 4.1 Conditions to Closing Date and Initial Loans
71	Section 4.2 Conditions to All Extensions of Credit
72	Article V Affirmative Covenants
"	Section 5.1 Financial Statements and Other Reports
78	Section 5.2 Corporate Existence, Etc
"	Section 5.3 Payment of Taxes, Claims and Other Obligations; Tax Consolidation
"	Section 5.4 Maintenance of Properties; Insurance
79	Section 5.5 Books and Records; Inspection Rights; Lender Meeting
80	Section 5.6 Compliance with Laws, Etc
"	Section 5.7 Environmental Review and Investigation, Disclosure, Etc
82	Section 5.8 Hazardous Materials Activities; Environmental Claims/Violations
83	Section 5.9 Additional Guarantors
"	Section 5.10 Pledged Assets
84	Section 5.11 Matters Relating to Additional Real Property Collateral
86	Section 5.12 Interest Rate Protection
"	Section 5.13 Use of Proceeds
"	Section 5.14 Post-Closing Covenants
87	Section 5.15 Further Assurances
"	Article Vi Negative Covenants
"	Section 6.1 Indebtedness
88	Section 6.2 Liens and Related Matters
90	Section 6.3 Investments; Joint Ventures
91	Section 6.4 Contingent Obligations
92	Section 6.5 Restricted Junior Payments
"	Section 6.6 Financial Covenants
93	Section 6.7 Restriction on Fundamental Changes, Asset Sales and Acquisitions
95	Section 6.8 Sales and Lease-Backs
96	Section 6.9 Sale or Discount of Receivables
"	Section 6.10 Transactions with Shareholders and Affiliates
"	Section 6.11 Disposal of Subsidiary Capital Stock; Formation of New Subsidiaries
97	Section 6.12 Conduct of Business
"	Section 6.13 Restrictions on Certain Amendments; Senior Debt Status
98	Section 6.14 Fiscal Year
"	Section 6.15 Management Fees
"	Section 6.16 Letters of Credit
"	Article Vii Events of Default
"	Section 7.1 Events of Default
101	Section 7.2 Acceleration; Remedies
102	Article Viii the Agent
"	Section 8.1 Appointment
"	Section 8.2 Delegation of Duties
"	Section 8.3 Exculpatory Provisions
103	Section 8.4 Reliance by Administrative Agent
"	Section 8.5 Notice of Default
104	Section 8.6 Non-Reliance on Administrative Agent and Other Lenders
"	Section 8.7 Indemnification
105	Section 8.8 Administrative Agent in Its Individual Capacity
"	Section 8.9 Successor Administrative Agent
"	Section 8.10 Nature of Duties
106	Article Ix Miscellaneous
"	Section 9.1 Amendments, Waivers and Release of Collateral
108	Section 9.2 Notices
109	Section 9.3 No Waiver; Cumulative Remedies
"	Section 9.4 Survival of Representations and Warranties
"	Section 9.5 Payment of Expenses and Taxes
110	Section 9.6 Successors and Assigns; Participations; Purchasing Lenders
113	Section 9.7 Adjustments; Set-off
114	Section 9.8 Table of Contents and Section Headings
"	Section 9.9 Counterparts
"	Section 9.10 Effectiveness
"	Section 9.11 Severability
115	Section 9.12 Integration
"	Section 9.13 Governing Law
"	Section 9.14 Consent to Jurisdiction and Service of Process
"	Section 9.15 Confidentiality
116	Section 9.16 Acknowledgments
117	Section 9.17 Waivers of Jury Trial
"	Article X Guaranty
"	Guaranty
"	Section 10.1 The Guaranty
"	Section 10.2 Bankruptcy
118	Section 10.3 Nature of Liability
"	Section 10.4 Independent Obligation
"	Section 10.5 Authorization
119	Section 10.6 Reliance
"	Section 10.7 Waiver
120	Section 10.8 Limitation on Enforcement
"	Section 10.9 Confirmation of Payment
"	Section 10.10 Release of Guarantor
121	Borrower
"	Guarantors
129	Existing Letters of Credit
132	Note
151	2.19 Certificate
152	Subsidiaries
181	Erisa
183	Related Agreements
184	Intellectual Property
205	Indebtedness
226	Collateral
244	Commitment Transfer Supplement

EX-10.1 1st Page of 247 TOC ↑Top Previous Next ↓Bottom Just 1st
 
                                                                    Exhibit 10.1

================================================================================

$356,000,000

AMENDED AND RESTATED
CREDIT AGREEMENT

 among

THE PANTRY, INC.
as Borrower,

 and

 THE DOMESTIC SUBSIDIARIES OF THE BORROWER
 FROM TIME TO TIME PARTIES HERETO,
as Guarantors,

THE LENDERS PARTIES HERETO

 and

WACHOVIA BANK, NATIONAL ASSOCIATION,
 as Administrative Agent

 and

 WELLS FARGO BANK, N.A.,
as Syndication Agent

Dated as of April 14, 2003

WACHOVIA SECURITIES, INC.,
as Co-Lead Arranger and Sole Book Runner

 and

 WELLS FARGO BANK, N.A.,
 as Co-Lead Arranger

================================================================================

EX-10.1 2nd Page of 247 TOC 1st Previous Next ↓Bottom Just 2nd
 TABLE OF CONTENTS

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                                                                                                  Page
                                                                                                  ----
                                                                                                      
ARTICLE I  DEFINITIONS..............................................................................1 
   Section 1.1    Defined Terms.....................................................................1 
   Section 1.2    Other Definitional Provisions....................................................28 
   Section 1.3    Accounting Terms.................................................................28 
   Section 1.4    Time References..................................................................28 
ARTICLE II  THE LOANS; AMOUNT AND TERMS............................................................29 
   Section 2.1    Revolving Loans..................................................................29 
   Section 2.2    First Lien Term Loan Facility....................................................31 
   Section 2.3    Second Lien Term Loan Facility...................................................32 
   Section 2.4    Letter of Credit Subfacility.....................................................33 
   Section 2.5    Swingline Loan Subfacility.......................................................36 
   Section 2.6    Fees.............................................................................38 
   Section 2.7    Commitment Reductions............................................................39 
   Section 2.8    Prepayments......................................................................39 
   Section 2.9    Minimum Borrowing Amounts and Principal Amount of Tranches; Lending Offices......42 
   Section 2.10   Default Rate and Payment Dates...................................................43 
   Section 2.11   Conversion Options...............................................................43 
   Section 2.12   Computation of Interest and Fees.................................................44 
   Section 2.13   Pro Rata Treatment and Payments..................................................44 
   Section 2.14   Non-Receipt of Funds by the Administrative Agent.................................46 
   Section 2.15   Inability to Determine Interest Rate.............................................47 
   Section 2.16   Illegality.......................................................................47 
   Section 2.17   Requirements of Law..............................................................48 
   Section 2.18   Indemnity........................................................................49 
   Section 2.19   Taxes............................................................................50 
   Section 2.20   Indemnification; Nature of Issuing Lender's Duties...............................52 
ARTICLE III  REPRESENTATIONS AND WARRANTIES........................................................53 
   Section 3.1    Organization; Qualification; Good Standing; Subsidiaries; Etc....................53 
   Section 3.2    Authorization of Borrowing, Etc..................................................54 
   Section 3.3    Financial Condition..............................................................55 
   Section 3.4    No Material Adverse Change; No Restricted Junior Payments........................56 
   Section 3.5    Title to Properties; Collateral Locations........................................56 
   Section 3.6    Litigation; Adverse Facts........................................................56 
   Section 3.7    Financial Condition..............................................................57 
   Section 3.8    Contractual Obligations; Restrictive Agreements; Material Contracts..............57 
   Section 3.9    Governmental Regulation..........................................................57 
   Section 3.10   Securities Activities............................................................58 
   Section 3.11   Employee Benefit Plans...........................................................58 
   Section 3.12   Broker's Fees....................................................................59 
   Section 3.13   Environmental Protection.........................................................59 
   Section 3.14   Employee Matters.................................................................60 
   Section 3.15   Solvency.........................................................................60 

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   Section 3.16   Matters Relating to Collateral...................................................60 
   Section 3.17   Related Agreements...............................................................61 
   Section 3.18   Disclosure.......................................................................61 
   Section 3.19   Permits..........................................................................62 
   Section 3.20   Indebtedness.....................................................................62 
   Section 3.21   Intellectual Property............................................................62 
   Section 3.22   Investments......................................................................62 
   Section 3.23   Tax Shelter Regulations..........................................................63 
ARTICLE IV  CONDITIONS PRECEDENT...................................................................63 
   Section 4.1    Conditions to Closing Date and Initial Loans.....................................63 
   Section 4.2    Conditions to All Extensions of Credit...........................................66 
ARTICLE V  AFFIRMATIVE COVENANTS...................................................................67 
   Section 5.1    Financial Statements and Other Reports...........................................67 
   Section 5.2    Corporate Existence, Etc.........................................................73 
   Section 5.3    Payment of Taxes, Claims and Other Obligations; Tax Consolidation................73 
   Section 5.4    Maintenance of Properties; Insurance.............................................73 
   Section 5.5    Books and Records; Inspection Rights; Lender Meeting.............................74 
   Section 5.6    Compliance with Laws, Etc........................................................75 
   Section 5.7    Environmental Review and Investigation, Disclosure, Etc..........................75 
   Section 5.8    Hazardous Materials Activities; Environmental Claims/Violations..................77 
   Section 5.9    Additional Guarantors............................................................78 
   Section 5.10   Pledged Assets...................................................................78 
   Section 5.11   Matters Relating to Additional Real Property Collateral..........................79 
   Section 5.12   Interest Rate Protection.........................................................81 
   Section 5.13   Use of Proceeds..................................................................81 
   Section 5.14   Post-Closing Covenants...........................................................81 
   Section 5.15   Further Assurances...............................................................82 
ARTICLE VI  NEGATIVE COVENANTS.....................................................................82 
   Section 6.1    Indebtedness.....................................................................82 
   Section 6.2    Liens and Related Matters........................................................83 
   Section 6.3    Investments; Joint Ventures......................................................85 
   Section 6.4    Contingent Obligations...........................................................86 
   Section 6.5    Restricted Junior Payments.......................................................87 
   Section 6.6    Financial Covenants..............................................................87 
   Section 6.7    Restriction on Fundamental Changes, Asset Sales and Acquisitions.................88 
   Section 6.8    Sales and Lease-Backs............................................................90 
   Section 6.9    Sale or Discount of Receivables..................................................91 
   Section 6.10   Transactions with Shareholders and Affiliates....................................91 
   Section 6.11   Disposal of Subsidiary Capital Stock; Formation of New Subsidiaries..............91 
   Section 6.12   Conduct of Business..............................................................92 
   Section 6.13   Restrictions on Certain Amendments; Senior Debt Status...........................92 
   Section 6.14   Fiscal Year......................................................................93 
   Section 6.15   Management Fees..................................................................93 
   Section 6.16   Letters of Credit................................................................93 
ARTICLE VII  EVENTS OF DEFAULT.....................................................................93 
   Section 7.1    Events of Default................................................................93 

ii

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   Section 7.2    Acceleration; Remedies...........................................................96
ARTICLE VIII  THE AGENT............................................................................97
   Section 8.1    Appointment......................................................................97
   Section 8.2    Delegation of Duties.............................................................97
   Section 8.3    Exculpatory Provisions...........................................................97
   Section 8.4    Reliance by Administrative Agent.................................................98
   Section 8.5    Notice of Default................................................................98
   Section 8.6    Non-Reliance on Administrative Agent and Other Lenders...........................99
   Section 8.7    Indemnification..................................................................99
   Section 8.8    Administrative Agent in Its Individual Capacity.................................100
   Section 8.9    Successor Administrative Agent..................................................100
   Section 8.10   Nature of Duties................................................................100
ARTICLE IX  MISCELLANEOUS.........................................................................101
   Section 9.1    Amendments, Waivers and Release of Collateral...................................101
   Section 9.2    Notices.........................................................................103
   Section 9.3    No Waiver; Cumulative Remedies..................................................104
   Section 9.4    Survival of Representations and Warranties......................................104
   Section 9.5    Payment of Expenses and Taxes...................................................104
   Section 9.6    Successors and Assigns; Participations; Purchasing Lenders......................105
   Section 9.7    Adjustments; Set-off............................................................108
   Section 9.8    Table of Contents and Section Headings..........................................109
   Section 9.9    Counterparts....................................................................109
   Section 9.10   Effectiveness...................................................................109
   Section 9.11   Severability....................................................................109
   Section 9.12   Integration.....................................................................110
   Section 9.13   Governing Law...................................................................110
   Section 9.14   Consent to Jurisdiction and Service of Process..................................110
   Section 9.15   Confidentiality.................................................................110
   Section 9.16   Acknowledgments.................................................................111
   Section 9.17   Waivers of Jury Trial...........................................................112
ARTICLE X  GUARANTY...............................................................................112
   Section 10.1   The Guaranty....................................................................112
   Section 10.2   Bankruptcy......................................................................112
   Section 10.3   Nature of Liability.............................................................113
   Section 10.4   Independent Obligation..........................................................113
   Section 10.5   Authorization...................................................................113
   Section 10.6   Reliance........................................................................114
   Section 10.7   Waiver..........................................................................114
   Section 10.8   Limitation on Enforcement.......................................................115
   Section 10.9   Confirmation of Payment.........................................................115
   Section 10.10  Release of Guarantor............................................................115

iii 

EX-10.1 5th Page of 247 TOC 1st Previous Next ↓Bottom Just 5th
Schedules                                                                       

Schedule 1.1-1       Account Designation Letter                                 
Schedule 1.1-2       Form of Mortgage                                           
Schedule 1.1-3       Material Contracts                                         
Schedule 1.1-4       Existing Letters of Credit                                 
Schedule 2.1(a)      Schedule of Lenders and Commitments                        
Schedule 2.1(b)(i)   Form of Notice of Borrowing                                
Schedule 2.1(e)      Form of Revolving Note                                     
Schedule 2.2(d)      Form of First Lien Term Note                               
Schedule 2.3(d)      Form of Second Lien Term Note                              
Schedule 2.5(d)      Form of Swingline Note                                     
Schedule 2.8(a)      Form of Notice of Prepayment                               
Schedule 2.11        Form of Notice of Conversion/Extension                     
Schedule 2.19        Section 2.19 Certificate                                   
Schedule 3.1-1       Jurisdictions of Incorporation/Organization                
Schedule 3.1-2       Subsidiaries; Capital Structure                            
Schedule 3.2(b)      Conflicts with Contractual Obligations; Consents           
Schedule 3.5         Real Properties                                            
Schedule 3.7         Tax Assessments                                            
Schedule 3.11        ERISA                                                      
Schedule 3.13        Environmental Matters                                      
Schedule 3.17        Related Agreements                                         
Schedule 3.21        Intellectual Property                                      
Schedule 4.1-1       Form of Secretary's Certificate                            
Schedule 4.1-2       Mortgaged Properties                                       
Schedule 4.1-3       Form of Solvency Certificate                               
Schedule 5.9         Form of Joinder Agreement                                  
Schedule 6.1         Indebtedness                                               
Schedule 6.2         Liens                                                      
Schedule 6.3         Investments                                                
Schedule 6.4         Contingent Obligations                                     
Schedule 6.8-1       Existing Sale and Lease-Back Transactions                  
Schedule 6.8-2       Permitted Sale and Lease-Back Properties                   
Schedule 9.2         Schedule of Lenders' Lending Offices                       
Schedule 9.6(c)      Form of Commitment Transfer Supplement                     

iv

EX-10.1 6th Page of 247 TOC 1st Previous Next ↓Bottom Just 6th
  AMENDED AND RESTATED CREDIT AGREEMENT, dated as of April 14, 2003, among
THE PANTRY, INC., a Delaware corporation, (the "Borrower"), those Domestic      
Subsidiaries of the Borrower identified as a "Guarantor" on the signature pages 
hereto and such other Domestic Subsidiaries of the Borrower as may from time to 
time become a party hereto (individually a "Guarantor" and collectively the     
"Guarantors"), the several banks and other financial institutions as may from   
time to time become parties to this Credit Agreement (individually a "Lender"   
and collectively the "Lenders"), and WACHOVIA BANK, NATIONAL ASSOCIATION, as    
administrative agent for the Lenders hereunder (in such capacity, the           
"Administrative Agent").                                                        

W I T N E S S E T H:

   WHEREAS, the Borrower has requested that the Lenders make loans and other
financial accommodations to the Borrower in the amount of $356,000,000, as more 
particularly described herein;                                                  

  WHEREAS, the loans and other financial accommodations provided hereunder
will be used, in part, to refinance the loans and other amounts outstanding     
under the Existing Credit Agreement (as defined below); and                     

 WHEREAS, the Lenders have agreed to make such loans and other financial
accommodations to the Borrower on the terms and conditions contained herein.    

   NOW, THEREFORE, in consideration of the premises and the mutual covenants
contained herein, the parties hereto hereby agree as follows:                   

 ARTICLE I

 DEFINITIONS

Section 1.1 Defined Terms.                                            

 As used in this Credit Agreement, terms defined in the preamble to this
Credit Agreement have the meanings therein indicated, and the following terms   
have the following meanings:                                                    

   "Account Designation Letter" shall mean the Notice of Account Designation
Letter dated the Closing Date from the Borrower to the Administrative Agent     
substantially in the form attached hereto as Schedule 1.1-1.                    

   "Additional Credit Party" shall mean each Person that becomes a Guarantor
by execution of a Joinder Agreement in accordance with Section 5.9.             

    "Additional Mortgage" shall have the meaning set forth in Section 5.11(a).

EX-10.1 7th Page of 247 TOC 1st Previous Next ↓Bottom Just 7th
  "Additional Mortgage Policy" shall have the meaning set forth in Section
5.11(a).                                                                        

     "Additional Mortgaged Property" shall have the meaning set forth in Section
5.11(a).                                                                        

"Administrative Agent" shall have the meaning set forth in the first  
paragraph of this Credit Agreement and any successors in such capacity.         

  "Affiliate" shall mean as to any Person, any other Person (excluding any
Subsidiary) which, directly or indirectly, is in control of, is controlled by,  
or is under common control with, such Person. For purposes of this definition, a
Person shall be deemed to be "controlled by" a Person if such Person possesses, 
directly or indirectly, power either (a) to vote 10% or more of the securities  
having ordinary voting power for the election of directors of such Person or (b)
to direct or cause the direction of the management and policies of such Person  
whether by contract or otherwise. Notwithstanding the foregoing, neither the    
Administrative Agent nor any Lender shall be deemed an Affiliate of the Borrower
solely by reason of the relationship created by the Credit Documents.           

     "Affiliate Agreements" shall mean, collectively, all employment agreements,
consulting agreements, and any other agreements, documents or arrangements      
between any Credit Party and any of its Affiliates, executive officers,         
directors, shareholders or any Affiliates of any such officers, directors or    
shareholders.                                                                   

"Agreement" or "Credit Agreement" shall mean this Amended and Restated
Credit Agreement, as amended, modified or supplemented from time to time in     
accordance with its terms.                                                      

  "Alternate Base Rate" shall mean, for any day, a rate per annum equal to
the greater of (a) the Prime Rate in effect on such day and (b) the Federal     
Funds Effective Rate in effect on such day plus 1/2 of 1%. For purposes hereof: 
"Prime Rate" shall mean, at any time, the rate of interest per annum publicly   
announced from time to time by Wachovia at its principal office in Charlotte,   
North Carolina as its prime rate. Each change in the Prime Rate shall be        
effective as of the opening of business on the day such change in the Prime Rate
occurs. The parties hereto acknowledge that the rate announced publicly by      
Wachovia as its Prime Rate is an index or base rate and shall not necessarily be
its lowest or best rate charged to its customers or other banks; and "Federal   
Funds Effective Rate" shall mean, for any day, the weighted average of the rates
on overnight federal funds transactions with members of the Federal Reserve     
System arranged by federal funds brokers, as published on the next succeeding   
Business Day by the Federal Reserve Bank of New York, or, if such rate is not so
published on the next succeeding Business Day, the average of the quotations for
the day of such transactions received by the Administrative Agent from three    
federal funds brokers of recognized standing selected by it. If for any reason  
the Administrative Agent shall have determined (which determination shall be    
conclusive in the absence of manifest error) that it is unable to ascertain the 
Federal Funds Effective Rate, for any reason, including the inability or failure
of the Administrative Agent to obtain sufficient quotations in accordance with  
the terms thereof, the Alternate Base Rate shall be determined without regard to
clause (b) of the first sentence of this definition, as appropriate, until the  
circumstances giving rise to such inability no longer exist. Any change in the  
Alternate Base                                                                  

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Rate due to a change in the Prime Rate or the Federal Funds Effective Rate shall
be effective on the opening of business on the date of such change.             

"Alternate Base Rate Loans" shall mean Loans that bear interest at an 
interest rate based on the Alternate Base Rate.                                 

   "Applicable Margin" shall mean, for any day, the rate per annum which for
(a) Revolving Loans and First Lien Term Loans which are Alternate Base Rate     
Loans shall be 3.00%, (b) Revolving Loans and First Lien Term Loans which are   
LIBOR Rate Loans shall be 4.25%, (c) Second Lien Term Loans which are Alternate 
Base Rate Loans shall be 5.25%, (d) Second Lien Term Loans which are LIBOR Rate 
Loans shall be 6.50%, (e) the Letter of Credit Fee shall be 4.25%, and (f) the  
Commitment Fee shall be 1.00%.                                                  

    "Asset Disposition" shall mean the disposition of any or all of the assets
(including, without limitation, the Capital Stock of a Subsidiary or any        
ownership interest in a joint venture) of the Borrower or any of its            
Subsidiaries whether by sale, lease, transfer or otherwise. The term "Asset     
Disposition" shall not include (a) the sale, lease or transfer of assets        
permitted by Sections 6.7(a), (c) and (f) hereof, (b) any Recovery Event or (c) 
any Equity Issuance.                                                            

    "Bankruptcy Code" shall mean the Bankruptcy Code in Title 11 of the United
States Code, as amended, modified, succeeded or replaced from time to time.     

    "Borrower" shall have the meaning set forth in the first paragraph of this
Credit Agreement.                                                               

    "Borrowing Date" shall mean, in respect of any Loan, the date such Loan is
made.                                                                           

    "Business Day" shall mean a day other than a Saturday, Sunday or other day
on which commercial banks in Charlotte, North Carolina or New York, New York are
authorized or required by law to close; provided, however, that when used in    
connection with a rate determination, borrowing or payment in respect of a LIBOR
Rate Loan, the term "Business Day" shall also exclude any day on which banks in 
London, England are not open for dealings in Dollar deposits in the London      
interbank market.                                                               

    "Capital Lease" shall mean any lease of property, real, personal or mixed,
the obligations with respect to which are required to be capitalized on a       
balance sheet of the lessee in accordance with GAAP.                            

     "Capital Stock" shall mean (a) in the case of a corporation, Capital Stock,
(b) in the case of an association or business entity, any and all shares,       
interests, participations, rights or other equivalents (however designated) of  
Capital Stock, (c) in the case of a partnership, partnership interests (whether 
general or limited), (d) in the case of a limited liability company, membership 
interests and (e) any other interest or participation that confers on a Person  
the right to receive a share of the profits and losses of, or distributions of  
assets of, the issuing Person.                                                  

"Carry Forward" shall have the meaning set forth in Section 6.6(d).   

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     "Cash" shall mean money, currency or a credit balance in a Deposit Account.

   "Cash Equivalents" shall mean (a) securities issued or directly and fully
guaranteed or insured by the United States of America or any agency or          
instrumentality thereof (provided that the full faith and credit of the United  
States of America is pledged in support thereof) having maturities of not more  
than twelve months from the date of acquisition ("Government Obligations"), (b) 
U.S. dollar denominated (or foreign currency fully hedged) time deposits,       
certificates of deposit, Eurodollar time deposits and Eurodollar certificates of
deposit of (i) any domestic commercial bank of recognized standing having       
capital and surplus in excess of $250,000,000 or (ii) any bank whose short-term 
commercial paper rating from S&P is at least A-1 or the equivalent thereof or   
from Moody's is at least P-1 or the equivalent thereof (any such bank being an  
"Approved Bank"), in each case with maturities of not more than 364 days from   
the date of acquisition, (c) commercial paper and variable or fixed rate notes  
issued by any Approved Bank (or by the parent company thereof) or any variable  
rate notes issued by, or guaranteed by any domestic corporation rated A-1 (or   
the equivalent thereof) or better by S&P or P-1 (or the equivalent thereof) or  
better by Moody's and maturing within six months of the date of acquisition, (d)
repurchase agreements with a bank or trust company (including a Lender) or a    
recognized securities dealer having capital and surplus in excess of            
$500,000,000 for direct obligations issued by or fully guaranteed by the United 
States of America, (e) obligations of any state of the United States or any     
political subdivision thereof for the payment of the principal and redemption   
price of and interest on which there shall have been irrevocably deposited      
Government Obligations maturing as to principal and interest at times and in    
amounts sufficient to provide such payment, (f) auction preferred stock rated in
the highest short-term credit rating category by S&P or Moody's and (g) money   
market mutual funds (i) that invest substantially all of their assets in        
investments of the types referenced in clauses (a) - (f) and (ii) having the    
highest rating available from S&P or Moody's.                                   

   "Certificate of Designations" shall mean the provisions of the Borrower's
Certificate of Designations, Preferences and Relative, Participating, Optional  
and Other Special Rights of Preferred Stock and Qualifications, Limitations and 
Restrictions Thereof relating to the Preferred Stock, in the form delivered to  
the Administrative Agent and the Lenders prior to the Closing Date and as such  
provisions may be amended from time to time thereafter to the extent permitted  
under Section 6.13.                                                             

"Closing Date" shall mean the date of this Credit Agreement.          

   "Code" shall mean the Internal Revenue Code of 1986, as amended from time
to time.                                                                        

   "Collateral" shall mean a collective reference to the collateral which is
identified in, and at any time will be covered by, the Security Documents.      

 "Collateral Account" shall have the meaning set forth in the Collateral
Account Agreement.                                                              

    "Collateral Account Agreement" shall mean the Collateral Account Agreement
executed and delivered by the Borrower and the Administrative Agent on the      
Closing Date, as such                                                           

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Collateral Account Agreement may be amended, modified, supplemented or restated 
from time to time.                                                              

   "Commitment" shall mean the Revolving Commitment, the LOC Commitment, the
Swingline Commitment, the First Lien Term Loan Commitment and the Second Lien   
Term Loan Commitment, individually or collectively, as appropriate.             

"Commitment Fee" shall have the meaning set forth in Section 2.6(a).  

     "Commitment Percentage" shall mean the Revolving Commitment Percentage, the
First Lien Term Loan Commitment Percentage and/or the Second Lien Term Loan     
Commitment Percentage, as appropriate.                                          

  "Commitment Period" shall mean the period from and including the Closing
Date to but not including the Maturity Date.                                    

"Commitment Transfer Supplement" shall mean a Commitment Transfer     
Supplement, substantially in the form of Schedule 9.6(c).                       

"Confidential Information" shall have the meaning set forth in Section
9.15.                                                                           

    "Consolidated Capital Expenditures" shall mean, for any period, the sum of
the aggregate of all expenditures (whether paid in cash or other consideration  
or accrued as a liability and including expenditures (other than expenditures   
made with Capital Stock) made in connection with any Permitted Acquisition and  
that portion of Capital Leases which is capitalized on the consolidated balance 
sheet of the Borrower and its Subsidiaries) by the Borrower and its Subsidiaries
during such period that, in conformity with GAAP, are included in "additions to 
property, plant or equipment" or comparable items reflected in the consolidated 
statement of cash flows of the Borrower and its Subsidiaries net of the amount  
of any reimbursement payments made to the Borrower or any of its Subsidiaries by
any third parties in connection with any such expenditures to the extent that   
such expenditures have actually been made by the Borrower or its Subsidiaries   
for such Fiscal Year.                                                           

"Consolidated EBITDA" shall mean, for any period, the sum of (a)      
Consolidated Net Income for such period, plus (b) an amount which, in the       
determination of Consolidated Net Income, has been deducted for (i) Consolidated
Interest Expense for such period, (ii) total federal, state, local and foreign  
income, value added and similar taxes for such period, (iii) total depreciation 
expense for such period, (iv) total amortization expense for such period,       
including but not limited to goodwill, organization costs and other intangibles 
and (v) fees and expenses incurred in connection with the closing of this Credit
Agreement, plus/minus (c) an amount which, in the determination of Consolidated 
Net Income, has been deducted (or added as the case may be) for other           
non-recurring non-cash items decreasing or increasing Consolidated Net Income,  
all of the foregoing as determined on a consolidated basis for the Borrower and 
its Subsidiaries in conformity with GAAP.                                       

    "Consolidated Fixed Charge Coverage Ratio" shall mean, for any consecutive
four Fiscal Quarter period, the ratio of (a) Consolidated Pro Forma EBITDA for  
such period, to (b) the sum                                                     

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of Consolidated Interest Expense for such period plus Scheduled Debt Payments   
for such period plus cash taxes paid during such period plus Consolidated       
Capital Expenditures (net of any proceeds of any related financing with respect 
to such expenditures as permitted under Section 6.1(c)) for such period.        

  "Consolidated Net Income" shall mean, for any period, the net income (or
loss) of the Borrower and its Subsidiaries on a consolidated basis for such     
period taken as a single accounting period determined in conformity with GAAP;  
provided that there shall be excluded (a) the income (or loss) of any Person    
(other than a Subsidiary of the Borrower) in which any other Person (other than 
the Borrower or any of its Subsidiaries) has a joint interest, except to the    
extent of the amount of cash dividends or other distributions actually paid to  
the Borrower or any of its Subsidiaries by such Person during such period, (b)  
the income (or loss) of any Person accrued prior to the date it becomes a       
Subsidiary of the Borrower or is merged into or consolidated with the Borrower  
or any of its Subsidiaries or such Person's assets are acquired by the Borrower 
or any of its Subsidiaries, (c) any after-tax gains or losses attributable to   
asset sales of any Pension Plan, and (d) (to the extent not included in clauses 
(a) through (c) above) any net extraordinary gains or net non-cash extraordinary
losses.                                                                         

     "Consolidated Pro Forma EBITDA" shall mean, for any consecutive four Fiscal
Quarter period, without duplication, (a) Consolidated EBITDA for such four      
Fiscal Quarter period, plus (b) for any business acquired during such four      
Fiscal Quarter period, (i) EBITDA of such acquired business determined as though
such business were acquired as of the first day of such period by the Borrower  
and its Subsidiaries, plus (ii) the amount of any historical extraordinary or   
nonrecurring costs or expenses or other verifiable costs or expenses that will  
not continue after the acquisition date (including without limitation excess    
owner/management compensation), plus (iii) any reasonable operating expenses to 
be eliminated that are approved by the Administrative Agent, including, without 
limitation, allocated general and administrative expenses.                      

"Consolidated Pro Forma Leverage Ratio" shall mean, as of any date of 
determination, the ratio of (a) Consolidated Total Debt as of the last day of   
the Fiscal Quarter of the Borrower ending immediately prior to such date, net of
cash and Cash Equivalents on the balance sheet of the Borrower as of the last   
day of such Fiscal Quarter in an amount not to exceed $5,000,000, to (b)        
Consolidated Pro Forma EBITDA for the four consecutive Fiscal Quarter period    
ending as of the last day of the Fiscal Quarter of the Borrower ending          
immediately prior to such date of determination.                                

    "Consolidated Total Debt" shall mean, as of any date of determination, all
Indebtedness of the Borrower and its Subsidiaries, determined on a consolidated 
basis in accordance with GAAP.                                                  

     "Contingent Obligation" shall mean, as applied to any Person, any direct or
indirect liability, contingent or otherwise, of that Person (a) with respect to 
any Indebtedness, lease, dividend or other obligation of another if the primary 
purpose or intent thereof by the Person incurring the Contingent Obligation is  
to provide assurance to the obligee of such obligation of another that such     
obligation of another will be paid or discharged, or that any agreements        
relating thereto will be complied with, or that the holders of such obligation  
will be protected (in whole or in part) against loss in respect thereof, (b)    
with respect to any letter of credit issued for the                             

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account of that Person or as to which that Person is otherwise liable for       
reimbursement of drawings, or (c) under Hedge Agreements. Contingent Obligations
shall include (i) the direct or indirect guaranty, endorsement (otherwise than  
for collection or deposit in the ordinary course of business), co-making,       
discounting with recourse or sale with recourse by such Person of the obligation
of another, and (ii) any liability of such Person for the obligation of another 
through any agreement (contingent or otherwise) (A) to purchase, repurchase or  
otherwise acquire such obligation or any security therefor, or to provide funds 
for the payment or discharge of such obligation (whether in the form of loans,  
advances, stock purchases, capital contributions or otherwise) or (B) to        
maintain the solvency or any balance sheet item, level of income or financial   
condition of another if, in the case of any agreement described under subclauses
(A) or (B) of this sentence, the primary purpose or intent thereof is as        
described in the preceding sentence. The amount of any Contingent Obligation    
shall be equal to the amount of the obligation so guaranteed or otherwise       
supported or, if less, the amount to which such Contingent Obligation is        
specifically limited.                                                           

"Continuing Directors" shall mean the directors of the Borrower on the
Closing Date and each other director, if in each case such other director's     
nomination for election to the Board of Directors of the Borrower is recommended
by a majority of the then Continuing Directors.                                 

"Contractual Obligation" shall mean, as applied to any Person, any    
provision of any Capital Stock issued by that Person or of any material         
indenture, mortgage, deed of trust, contract, undertaking, agreement or other   
instrument to which that Person is a party or by which it or any of its         
properties is bound or to which it or any of its properties is subject.         

 "Copyright Licenses" shall mean any written agreement naming any Credit
Party as licensor and granting any right under any Copyright including, without 
limitation, any thereof referred to in Schedule 3.21.                           

    "Copyrights" shall mean (a) all registered United States copyrights in all
Works, now existing or hereafter created or acquired, all registrations and     
recordings thereof, and all applications in connection therewith, including,    
without limitation, registrations, recordings and applications in the United    
States Copyright office including, without limitation, any thereof referred to  
in Schedule 3.21, and (b) all renewals thereof including, without limitation,   
any thereof referred to in Schedule 3.21.                                       

     "Credit Documents" shall mean this Credit Agreement, each of the Notes, any
Joinder Agreement, the Letters of Credit, any Commitment Transfer Supplement,   
the LOC Documents and the Security Documents and all other agreements,          
documents, certificates and instruments delivered to the Administrative Agent or
any Lender by any Credit Party in connection therewith (other than any          
agreement, document, certificate or instrument related to a Hedging Agreement). 

  "Credit Party" or "Credit Parties" shall mean any of the Borrower or the
Guarantors, individually or collectively, as appropriate.                       

    "Credit Party Obligations" shall mean, without duplication, (a) all of the
obligations, indebtedness and liabilities of the Credit Parties to the Lenders  
(including the Issuing Lender) and the Administrative Agent, whenever arising,  
under this Credit Agreement, the Notes or any                                   

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of the other Credit Documents including principal, interest, fees,              
reimbursements and indemnification obligations and other amounts (including, but
not limited to, any interest accruing after the occurrence of a filing of a     
petition of bankruptcy under the Bankruptcy Code with respect to any Credit     
Party, regardless of whether such interest is an allowed claim under the        
Bankruptcy Code) and (b) all liabilities and obligations, whenever arising, of  
the Credit Parties to any Lender, or any Affiliate of a Lender, arising under   
any Hedging Agreement permitted pursuant to Section 6.3(h).                     

    "Debt Issuance" shall mean the incurrence of any Indebtedness for borrowed
money by any Credit Party or any of its Subsidiaries (excluding, for purposes   
hereof, any Equity Issuance or any Indebtedness of the Borrower and its         
Subsidiaries permitted to be incurred pursuant to Section 6.1 hereof (other than
Indebtedness incurred after the Closing Date pursuant to Section 6.1(g)).       

     "Default" shall mean any of the events specified in Section 7.1, whether or
not any requirement for the giving of notice or the lapse of time, or both, or  
any other condition, has been satisfied.                                        

    "Defaulting Lender" shall mean, at any time, any Lender that, at such time
(a) has failed to make a Loan required pursuant to the term of this Credit      
Agreement, including the funding of a Participation Interest in accordance with 
the terms hereof, (b) has failed to pay to the Administrative Agent or any      
Lender an amount owed by such Lender pursuant to the terms of this Credit       
Agreement, or (c) has been deemed insolvent or has become subject to a          
bankruptcy or insolvency proceeding or to a receiver, trustee or similar        
official.                                                                       

"Deposit Account" shall mean a demand, time, savings, passbook or like
account with a bank, savings and loan association, credit union or like         
organization, other than an account evidenced by a negotiable certificate of    
deposit.                                                                        

"Disqualified Capital Stock" shall mean, with respect to any Person,  
Capital Stock of such Person as to which (a) the maturity, (b) mandatory        
redemption or (c) redemption, repurchase, conversion or exchange at the option  
of the holder thereof occurs, or may occur, on or prior to the date that is six 
months after the Maturity Date; provided, however, that such Capital Stock that 
would not otherwise be characterized as Disqualified Capital Stock under this   
definition shall not constitute Disqualified Capital Stock solely as a result of
provisions thereof giving holders thereof the right to require such Person to   
repurchase or redeem Capital Stock upon the occurrence of a "change of control" 
occurring prior to the Maturity Date, if (i) such repurchase obligation may not 
be triggered unless an Event of Default under this Agreement also arises and    
(ii) no such repurchase or redemption is permitted to be consummated unless and 
until all Credit Party Obligations (other than inchoate indemnification and     
reimbursement obligations) shall have been satisfied in full.                   

"Dollars" and "$" shall mean dollars in lawful currency of the United 
States of America.                                                              

    "Domestic Lending Office" shall mean, initially, the office of each Lender
designated as such Lender's Domestic Lending Office shown on Schedule 9.2; and  
thereafter, such other office of such Lender as such Lender may from time to    
time specify to the Administrative Agent and                                    

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the Borrower as the office of such Lender at which Alternate Base Rate Loans of 
such Lender are to be made.                                                     

"Domestic Subsidiary" shall mean any Subsidiary that is organized and 
existing under the laws of the United States or any state or commonwealth       
thereof or under the laws of the District of Columbia.                          

"EBITDA" shall mean for any business acquired by the Borrower and its 
Subsidiaries, "Consolidated EBITDA" as defined herein substituting references to
such acquired business for references to "the Borrower and its Subsidiaries" as 
used in such definition.                                                        

   "Employee Benefit Plan" shall mean any "employee benefit plan" as defined
in Section 3(3) of ERISA which is or was maintained or contributed to by the    
Borrower, any of its Subsidiaries or any of their respective ERISA Affiliates.  

"Environmental Claim" shall mean any written investigation, notice of 
violation, claim, action, suit, proceeding, demand, abatement order or other    
order or directive (conditional or otherwise), by any governmental authority or 
any other Person, arising (a) pursuant to or in connection with any actual or   
alleged violation of any Environmental Law, (b) in connection with any Hazardous
Materials or any actual or alleged Hazardous Materials Activity, or (c) in      
connection with any actual or alleged damage, injury, threat or harm to health, 
safety, natural resources or the environment.                                   

 "Environmental Laws" shall mean any and all current or future statutes,
ordinances, orders, rules, regulations, guidance documents, judgments,          
Governmental Authorizations, or any other published requirements of Governmental
Authorities relating to (a) environmental matters, including those relating to  
any Hazardous Materials Activity, (b) the generation, use, storage,             
transportation or disposal of Hazardous Materials, or (c) occupational safety   
and health, industrial hygiene, land use or the protection of human, plant or   
animal health or welfare, in any manner applicable to the Borrower or any of its
Subsidiaries or any Facility, including the Comprehensive Environmental         
Response, Compensation, and Liability Act (42 U.S.C.(S) 9601 et seq.), the      
Hazardous Materials Transportation Act (49 U.S.C.(S) 1801 et seq.), the Resource
Conservation and Recovery Act (42 U.S.C.(S) 6901 et seq.), the Federal Water    
Pollution Control Act (33 U.S.C.(S) 1251 et seq.), the Clean Air Act (42        
U.S.C.(S) 7401 et seq.), the Toxic Substances Control Act (15 U.S.C.(S) 2601 et 
seq.), the Federal Insecticide, Fungicide and Rodenticide Act (7 U.S.C.(S) 136  
et seq.), the Occupational Safety and Health Act (29 U.S.C.(S) 651 et seq.), the
Oil Pollution Act (33 U.S.C.(S) 2701 et seq.) and the Emergency Planning and    
Community Right-to-Know Act (42 U.S.C.(S) 11001 et seq.), each as amended or    
supplemented, any analogous present or future state or local statutes or laws,  
and any regulations promulgated pursuant to any of the foregoing.               

     "Equity Issuance" shall mean any issuance by any the Borrower or any of its
Subsidiaries to any Person which is not a Credit Party of (a) shares of its     
Capital Stock, (b) any shares of its Capital Stock pursuant to the exercise of  
options or warrants (excluding any shares of its Capital Stock pursuant to the  
exercise of stock options held by officers or employees of the Credit Parties)  
or (c) any shares of its Capital Stock pursuant to the conversion of any debt   
securities to                                                                   

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equity. The term "Equity Issuance" shall not include (i) any Asset Disposition  
or (ii) any Debt Issuance.                                                      

    "ERISA" shall mean the Employee Retirement Income Security Act of 1974, as
amended from time to time, and any successor thereto.                           

     "ERISA Affiliate" shall mean, as applied to any Person, (a) any corporation
which is a member of a controlled group of corporations within the meaning of   
Section 414(b) of the Code of which that Person is a member; (b) any trade or   
business (whether or not incorporated) which is a member of a group of trades or
businesses under common control within the meaning of Section 414(c) of the Code
of which that Person is a member; and (c) any member of an affiliated service   
group within the meaning of Section 414(m) or (o) of the Code of which that     
Person, any corporation described in clause (a) above or any trade or business  
described in clause (b) above is a member. Any former ERISA Affiliate of the    
Borrower or any of its Subsidiaries shall continue to be considered an ERISA    
Affiliate of the Borrower or such Subsidiary within the meaning of this         
definition with respect to the period such entity was an ERISA Affiliate of the 
Borrower or such Subsidiary and with respect to liabilities arising after such  
period for which the Borrower or such Subsidiary could be liable under the Code 
or ERISA.                                                                       

 "ERISA Event" shall mean (a) a "reportable event" within the meaning of
Section 4043 of ERISA and the regulations issued thereunder with respect to any 
Pension Plan (excluding those for which the provision for 30-day notice to the  
PBGC has been waived by regulation); (b) the failure to meet the minimum funding
standards of Section 412 of the Code with respect to any Pension Plan (whether  
or not waived in accordance with Section 412(d) of the Code) or the failure to  
make by its due date a required installment under Section 412(m) of the Code    
with respect to any Pension Plan or the failure to make any required            
contribution to a Multiemployer Plan; (c) the distribution of a notice of intent
to terminate or the actual termination of an Employee Benefit Plan pursuant to  
Section 4041(a)(2) or 4041A of ERISA; (d) the withdrawal by the Borrower, any of
its Subsidiaries or any of their respective ERISA Affiliates from any Pension   
Plan with two or more contributing sponsors or the termination of any such      
Pension Plan resulting in liability pursuant to Section 4063 or 4064 of ERISA;  
(e) the institution by the PBGC of proceedings to terminate any Pension Plan, or
the occurrence of any event or condition which constitutes grounds under ERISA  
for the termination of, or the appointment of a trustee to administer, any      
Pension Plan; (f) the imposition of liability on the Borrower, any of its       
Subsidiaries or any of their respective ERISA Affiliates pursuant to Section    
4062(e) or 4069 of ERISA or by reason of the application of Section 4212(c) of  
ERISA; (g) the withdrawal of the Borrower, any of its Subsidiaries or any of    
their respective ERISA Affiliates in a complete or partial withdrawal (within   
the meaning of Sections 4203 and 4205 of ERISA) from any Multiemployer Plan if  
there is any potential liability therefor, or the receipt by the Borrower, any  
of its Subsidiaries or any of their respective ERISA Affiliates of notice from  
any Multiemployer Plan that it is in reorganization or it is insolvent pursuant 
to Section 4241 or 4245 of ERISA, or that it intends to terminate or has        
terminated under Section 4041A or 4042 of ERISA; (h) the occurrence of an act or
omission which could give rise to the imposition on the Borrower, any of its    
Subsidiaries or any of their respective ERISA Affiliates of fines, penalties,   
taxes or related charges under Chapter 43 of the Code or under Section 409,     
Section 502(c), (i) or (l), or Section 4071 of ERISA in respect of any Employee 
Benefit Plan; (i) the assertion of a material claim (other than routine claims  
for benefits or for a qualified domestic relations order) against               

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any Employee Benefit Plan other than a Multiemployer Plan or the assets thereof,
or against the Borrower, any of its Subsidiaries or any of their respective     
ERISA Affiliates in connection with any Employee Benefit Plan; (j) receipt from 
the Internal Revenue Service of notice of the failure of any Pension Plan (or   
any other Employee Benefit Plan intended to be qualified under Section 401(a) of
the Code) to qualify under Section 401(a) of the Code, or the failure of any    
trust forming part of any Pension Plan to qualify for exemption from taxation   
under Section 501(a) of the Code; (k) the imposition of a Lien pursuant to      
Section 401(a)(29) or 412(n) of the Code or pursuant to ERISA with respect to   
any Pension Plan; or (l) the adoption of an amendment to any Employee Benefit   
Plan requiring the provision of security to such Employee Benefit Plan pursuant 
to Section 307 of ERISA.                                                        

"Eurodollar Reserve Percentage" shall mean for any day, the percentage
(expressed as a decimal and rounded upwards, if necessary, to the next higher   
1/100th of 1%) which is in effect for such day as prescribed by the Federal     
Reserve Board (or any successor) for determining the maximum reserve requirement
(including without limitation any basic, supplemental or emergency reserves) in 
respect of Eurocurrency liabilities, as defined in Regulation D of such Board as
in effect from time to time, or any similar category of liabilities for a member
bank of the Federal Reserve System in New York City.                            

   "Event of Default" shall mean any of the events specified in Section 7.1;
provided, however, that any requirement for the giving of notice or the lapse of
time, or both, or any other condition, has been satisfied.                      

"Excess Cash Flow" shall mean, as of the last day of the first Fiscal 
Quarter of each Fiscal Year, the amount equal to (a) Cash on hand in excess of  
$40,000,000 of the Borrower and its Subsidiaries as of such date as reflected in
the consolidated balance sheet of the Borrower and its Subsidiaries for such    
date less (b) the sum of (i) all Scheduled Debt Payments coming due during the  
30 days following the end of such Fiscal Year, (ii) all Net Cash Proceeds       
derived from any Asset Disposition or Recovery Event which have been certified  
by the Borrower to be applied or reinvested in accordance with Section          
2.8(b)(ii) or (iv) and as to which the applicable 270 day period has not elapsed
as of such date, and (iii) any Consolidated Capital Expenditures (net of any    
proceeds of any related financing with respect to such expenditures as permitted
under Section 6.1(c)) which have not yet been made but which are committed in   
writing to be made by the Borrower by the end of such Fiscal Year.              

  "Existing Credit Agreement" shall mean that certain Amended and Restated
Credit Agreement dated as of January 28, 1999 among the Borrower, the lenders   
party thereto, and Wachovia Bank, National Association (formerly known as First 
Union National Bank), as administrative agent, as amended, modified,            
supplemented or restated.                                                       

    "Existing Letters of Credit" shall mean the letters of credit described by
date of issuance, amount, purpose and the date of expiry on Schedule 1.1-4      
hereto.                                                                         

  "Existing Purchasing Lender" shall have the meaning set forth in Section
9.6(c).                                                                         

     "Extension of Credit" shall mean, as to any Lender, the making of a Loan by
such Lender or the issuance of, or participation in, a Letter of Credit by such 
Lender.                                                                         

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     "Facilities" shall mean any and all real property (including all buildings,
fixtures or other improvements located thereon) now, hereafter or heretofore    
owned, leased or operated by the Borrower or any of its Subsidiaries or any of  
their respective predecessors or Affiliates.                                    

"Federal Funds Effective Rate" shall have the meaning set forth in the
definition of "Alternate Base Rate".                                            

"Fee Letter" shall mean the letter agreement dated February 19, 2003  
addressed to the Borrower from the Administrative Agent and Wachovia Securities,
Inc., as amended, modified or otherwise supplemented.                           

"Financial Plan" shall have the meaning set forth in Section 5.1(m).  

"First Lien Credit Party Obligations" shall mean all Credit Party     
Obligations other than the Second Lien Credit Party Obligations.                

    "First Lien Term Loan" shall have the meaning set forth in Section 2.2(a).

 "First Lien Term Loan Commitment" shall mean, with respect to each FLTL
Lender, the commitment of such Lender to make its portion of the First Lien Term
Loan in a principal amount equal to such Lender's First Lien Term Loan          
Commitment Percentage of the First Lien Term Loan Committed Amount (and for     
purposes of making determinations of Required Lenders hereunder after the       
Closing Date, the principal amount outstanding on the First Lien Term Loan).    

"First Lien Term Loan Commitment Percentage" shall mean, for any FLTL 
Lender, the percentage identified as its First Lien Term Loan Commitment        
Percentage on Schedule 2.1(a), as such percentage may be modified in connection 
with any assignment made in accordance with the provisions of Section 9.6.      

     "First Lien Term Loan Committed Amount" shall have the meaning set forth in
Section 2.2(a).                                                                 

     "First Lien Term Note" or "First Lien Term Notes" shall mean the promissory
notes of the Borrower in favor of each of the FLTL Lenders evidencing the       
portion of the First Lien Term Loan provided pursuant to Section 2.2(d),        
individually or collectively, as appropriate, as such promissory notes may be   
amended, modified, restated, supplemented, extended, renewed or replaced from   
time to time.                                                                   

"First Priority" shall mean, with respect to any Lien purported to be 
created in any Collateral pursuant to any Security Document, that (a) such Lien 
has priority over any other Lien on such Collateral other than any Permitted    
Encumbrances having priority by operation of law over the Liens purported to be 
created pursuant to the Security Documents and (b) such Lien is the only Lien   
(other than Permitted Encumbrances) to which such Collateral is subject.        

"Fiscal Quarter" shall mean a fiscal quarter of any Fiscal Year.      

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"Fiscal Year" shall mean the fiscal year of the Borrower and its      
Subsidiaries ending on the last Thursday in September of each calendar year.    

    "Flood Hazard Property" shall mean a Mortgaged Property located in an area
designated by the Federal Emergency Management Agency as having special flood or
mud slide hazards.                                                              

     "FLTL Lender" shall mean, as of any date of determination, a Lender holding
a First Lien Term Loan Commitment or a portion of outstanding First Lien Term   
Loan on such date.                                                              

   "Freeman Spogli" shall mean Freeman Spogli & Co. Incorporated, a Delaware
corporation and Freeman Spogli & Co. LLC, a Delaware limited liability company, 
and/or affiliated investment funds of either of them.                           

     "GAAP" shall mean generally accepted accounting principles in effect in the
United States of America applied on a consistent basis, subject, however, in the
case of determination of compliance with the financial covenants set out in     
Section 6.6 to the provisions of Section 1.3.                                   

"Government Acts" shall have the meaning set forth in Section 2.20.   

    "Governmental Authority" shall mean any nation or government, any state or
other political subdivision thereof and any entity exercising executive,        
legislative, judicial, regulatory or administrative functions of or pertaining  
to government.                                                                  

     "Governmental Authorization" shall mean any permit, license, authorization,
plan, directive, consent order or consent decree of or from any Governmental    
Authority.                                                                      

 "Guarantor" shall mean any of the Domestic Subsidiaries identified as a
"Guarantor" on the signature pages hereto and the Additional Credit Parties     
which execute a Joinder Agreement, together with their successors and permitted 
assigns.                                                                        

   "Guaranty" shall mean the guaranty of the Guarantors set forth in Article
X.                                                                              

     "Hazardous Materials" shall mean (a) any chemical, material or substance at
any time defined as or included in the definition of "hazardous substances",    
"hazardous wastes", "hazardous materials", "extremely hazardous waste", acutely 
hazardous waste", "radioactive waste", "biohazardous waste", "pollutant", "toxic
pollutant", "contaminant", "restricted hazardous waste", "infectious waste",    
"toxic substances", or any other term or expression intended to define, list or 
classify substances by reason of properties harmful to health, safety or the    
indoor or outdoor environment (including harmful properties such as             
ignitability, corrosivity, reactivity, carcinogenicity, toxicity, reproductive  
toxicity, "TCLP toxicity" or "EP toxicity" or words of similar import under any 
applicable Environmental Laws); (b) any oil, petroleum, petroleum fraction or   
petroleum derived substance; (c) any drilling fluids, produced waters and other 
wastes associated with the exploration, development or production of crude oil, 
natural gas or geothermal resources; (d) any flammable substances or explosives;
(e) any radioactive materials; (f) any asbestos-containing materials; (g) urea  
formaldehyde foam insulation; (h) electrical equipment which contains any oil or
dielectric fluid containing polychlorinated biphenyls; (i) pesticides; and (j)  
any other chemical, material or substance, exposure to which is                 

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prohibited, limited or regulated by any governmental authority or which may or  
could pose a hazard to the health and safety of the owners, occupants or any    
Persons in the vicinity of any Facility or to the indoor or outdoor environment.

  "Hazardous Materials Activity" shall mean any past, current, proposed or
threatened activity, event or occurrence involving any Hazardous Materials,     
including the use, manufacture, possession, storage, holding, presence,         
existence, location, Release, threatened Release, discharge, placement,         
generation, transportation, processing, construction, treatment, abatement,     
removal, remediation, disposal, disposition or handling of any Hazardous        
Materials, and any corrective action or response action with respect to any of  
the foregoing.                                                                  

    "Hedging Agreements" shall mean, with respect to any Person, any agreement
entered into to protect such Person against fluctuations in interest rates, or  
currency or raw materials values, including, without limitation, any interest   
rate swap, cap or collar agreement or similar arrangement between such Person   
and one or more counterparties, any foreign currency exchange agreement,        
currency protection agreements, commodity purchase or option agreements or other
interest or exchange rate or commodity price hedging agreements.                

    "Incremental Revolver" shall have the meaning set forth in Section 2.1(f).

     "Indebtedness" shall mean, with respect to any Person, without duplication,
(a) all obligations of such Person for borrowed money, (b) all obligations of   
such Person evidenced by bonds, debentures, notes or similar instruments, or    
upon which interest payments are customarily made, (c) all obligations of such  
Person under conditional sale or other title retention agreements relating to   
property purchased by such Person (other than customary reservations or         
retentions of title under agreements with suppliers entered into in the ordinary
course of business), (d) all obligations of such Person issued or assumed as the
deferred purchase price of property or services purchased by such Person (other 
than any such obligations incurred under ERISA or which represent accounts      
payable incurred in the ordinary course of business and due within six months of
the incurrence thereof) which would appear as liabilities on a balance sheet of 
such Person in accordance with GAAP, (e) all Indebtedness of others secured by  
(or for which the holder of such Indebtedness has an existing right, contingent 
or otherwise, to be secured by) any Lien on, or payable out of the proceeds of  
production from, property owned or acquired by such Person, whether or not the  
obligations secured thereby have been assumed, (f) all Contingent Obligations of
such Person with respect to Indebtedness of another Person, (g) the principal   
portion of all obligations of such Person under Capital Leases, (h) all         
Disqualified Capital Stock issued by such Person, (i) the principal balance     
outstanding under any synthetic lease, tax retention operating lease,           
off-balance sheet loan or similar off-balance sheet financing product, and (j)  
the Indebtedness of any partnership or unincorporated joint venture in which    
such Person is a general partner or a joint venturer. Obligations under Hedging 
Agreements shall constitute Contingent Obligations, but not Indebtedness.       

"Intellectual Property" shall mean all Copyrights, Copyright Licenses,
Patents, Patent Licenses, Trademarks and Trademark Licenses                     

   "Interest Payment Date" shall mean (a) as to any Alternate Base Rate Loan
or Swingline Loan, the last day of each March, June, September and December and 
on the applicable Maturity                                                      

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Date, (b) as to any LIBOR Rate Loan having an Interest Period of three months or
less, the last day of such Interest Period, and (c) as to any LIBOR Rate Loan   
having an Interest Period longer than three months, each day which is three     
months after the first day of such Interest Period and the last day of such     
Interest Period.                                                                

"Interest Period" shall mean, with respect to any LIBOR Rate Loan,    

  (a) initially, the period commencing on the Borrowing Date or conversion
date, as the case may be, with respect to such LIBOR Rate Loan and ending one,  
two, three or six months thereafter, as selected by the Borrower in the notice  
of borrowing or notice of conversion given with respect thereto; and            

   (b) thereafter, each period commencing on the last day of the immediately
preceding Interest Period applicable to such LIBOR Rate Loan and ending one,    
two, three or six months thereafter, as selected by the Borrower by irrevocable 
notice to the Administrative Agent not less than three Business Days prior to   
the last day of the then current Interest Period with respect thereto; provided 
that the foregoing provisions are subject to the following:                     

    (i) if any Interest Period pertaining to a LIBOR Rate Loan would
 otherwise end on a day that is not a Business Day, such Interest Period
    shall be extended to the next succeeding Business Day unless 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 immediately
preceding Business Day;                                               

        (ii) any Interest Period pertaining to a LIBOR 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 relevant
calendar month;                                                       

          (iii) if the Borrower shall fail to give notice as provided above, the
  Borrower shall be deemed to have selected an Alternate Base Rate Loan to
replace the affected LIBOR Rate Loan;                                 

          (iv) no Interest Period in respect of any Loan shall extend beyond the
  applicable Maturity Date and, further with regard to the First Lien Term
Loans and the Second Lien Term Loans, no Interest Period shall extend 
   beyond any principal amortization payment date unless the portion of such
    First Lien Term Loan or Second Lien Term Loan consisting of Alternate Base
Rate Loans together with the portion of such First Lien Term Loan and 
    Second Lien Term Loan consisting of LIBOR Rate Loans with Interest Periods
     expiring prior to or concurrently with the date such principal amortization
payment date is due, is at least equal to the amount of such principal
amortization payment due on such date; and                            

      (v) no more than ten (10) LIBOR Rate Loans may be in effect at any
     time. For purposes hereof, LIBOR Rate Loans with different Interest Periods
    shall be considered as separate LIBOR Rate Loans, even if they shall begin
on the same date and                                                  

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EX-10.1 21st Page of 247 TOC 1st Previous Next ↓Bottom Just 21st
 have the same duration, although borrowings, extensions and conversions
  may, in accordance with the provisions hereof, be combined at the end of
     existing Interest Periods to constitute a new LIBOR Rate Loan with a single
Interest Period.                                                      

"Investment" shall mean (a) any direct or indirect purchase or other  
acquisition by the Borrower or any of its Subsidiaries of, or of a beneficial   
interest in, any Capital Stock of any other Person, (b) any direct or indirect  
redemption, retirement, purchase or other acquisition for value, by any         
Subsidiary of the Borrower from any Person other than the Borrower or any of its
Subsidiaries, of any Capital Stock of such Person, or (c) any direct or indirect
loan, advance (other than advances to employees for moving, entertainment and   
travel expenses, drawing accounts and similar items in the ordinary course of   
business) or capital contribution by the Borrower or any of its Subsidiaries to 
any other Person (other than a wholly-owned Subsidiary of the Borrower),        
including all indebtedness and accounts receivable from that other Person that  
are not current assets or did not arise from sales to that other Person in the  
ordinary course of business. The amount of any Investment shall be the original 
cost of such Investment plus the cost of all additions thereto, without any     
adjustments for increases or decreases in value, or write-ups, write-downs or   
write-offs with respect to such Investment.                                     

"Issuing Lender" shall mean Wachovia.                                 

   "Issuing Lender Fees" shall have the meaning set forth in Section 2.6(c).

 "Joinder Agreement" shall mean a Joinder Agreement substantially in the
form of Schedule 5.9, executed and delivered by an Additional Credit Party in   
accordance with the provisions of Section 5.9.                                  

  "Joint Venture" shall mean a joint venture, partnership or other similar
arrangement, whether in corporate, partnership or other legal form; provided    
that in no event shall any corporate Subsidiary of any Person be considered to  
be a Joint Venture to which such Person is a party.                             

  "Lender" shall have the meaning set forth in the first paragraph of this
Credit Agreement.                                                               

"Letters of Credit" shall mean (a) any letter of credit issued by the 
Issuing Lender pursuant to Section 2.4 and (b) any Existing Letter of Credit, in
each case as such letter of credit may be amended, modified, extended, renewed  
or replaced from time to time.                                                  

    "Letter of Credit Fee" shall have the meaning set forth in Section 2.6(b).

"LIBOR" shall mean, for any LIBOR Rate Loan for any Interest Period   
therefor, the rate per annum (rounded upwards, if necessary, to the nearest     
1/100 of 1%) appearing on Telerate Page 3750 (or any successor page) as the     
London interbank offered rate for deposits in Dollars 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. If for any reason such    
rate is not available, the term "LIBOR" shall mean, for any LIBOR Rate Loan for 
any Interest Period therefor, the rate per annum (rounded upwards, if necessary,
to the nearest 1/100 of 1%) appearing on Reuters Screen LIBO Page as the London 
interbank offered rate for deposits in Dollars at approximately                 

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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    
applicable rate shall be the arithmetic mean of all such rates (rounded upwards,
if necessary, to the nearest 1/100 of 1%). If, for any reason, neither of such  
rates is available, then "LIBOR" shall mean the rate per annum at which, as     
determined by the Administrative Agent, Dollars in an amount comparable to the  
Loans then requested are being offered to leading banks at approximately 11:00  
A.M. London time, two (2) Business Days prior to the commencement of the        
applicable Interest Period for settlement in immediately available funds by     
leading banks in the London interbank market for a period equal to the Interest 
Period selected.                                                                

 "LIBOR Lending Office" shall mean, initially, the office of each Lender
designated as such Lender's LIBOR Lending Office shown on Schedule 9.2; and     
thereafter, such other office of such Lender as such Lender may from time to    
time specify to the Administrative Agent and the Borrower as the office of such 
Lender at which the LIBOR Rate Loans of such Lender are to be made.             

     "LIBOR Rate" shall mean a rate per annum (rounded upwards, if necessary, to
the next higher 1/100th of 1%) determined by the Administrative Agent pursuant  
to the following formula:                                                       

LIBOR Rate =                 LIBOR                          
  1.00 - Eurodollar Reserve Percentage

     "LIBOR Rate Loan" shall mean Loans the rate of interest applicable to which
is based on the LIBOR Rate.                                                     

    "Lien" shall mean any mortgage, pledge, hypothecation, assignment, deposit
arrangement, encumbrance, lien (statutory or other), charge or other security   
interest or any priority or other security agreement or preferential arrangement
having the practical effect of any of the foregoing, of any kind or nature      
whatsoever (including, without limitation, any conditional sale or other title  
retention agreement and any Capital Lease having substantially the same economic
effect as any of the foregoing).                                                

   "Loan" shall mean a Revolving Loan, a Swingline Loan, the First Lien Term
Loan and/or the Second Lien Term Loan, as appropriate.                          

   "LOC Commitment" shall mean the commitment of the Issuing Lender to issue
Letters of Credit and with respect to each Lender, the commitment of such Lender
to purchase participation interests in the Letters of Credit up to such Lender's
LOC Committed Amount as specified in Schedule 2.1(a), as such amount may be     
reduced from time to time in accordance with the provisions hereof.             

  "LOC Committed Amount" shall mean, collectively, the aggregate amount of
all of the LOC Commitments of the Lenders to issue and participate in Letters of
Credit as referenced in                                                         

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Section 2.4 and, individually, the amount of each Lender's LOC Commitment as    
specified in Schedule 2.1(a).                                                   

"LOC Documents" shall mean, with respect to any Letter of Credit, such
Letter of Credit, any amendments thereto, any documents delivered in connection 
therewith, any application therefor, and any agreements, instruments, guarantees
or other documents (whether general in application or applicable only to such   
Letter of Credit) governing or providing for (a) the rights and obligations of  
the parties concerned or (b) any collateral security for such obligations.      

"LOC Mandatory Borrowing" shall have the meaning set forth in Section 
2.4(e).                                                                         

"LOC Obligations" shall mean, at any time, the sum of (a) the maximum 
amount which is, or at any time thereafter may become, available to be drawn    
under Letters of Credit then outstanding, assuming compliance with all          
requirements for drawings referred to in such Letters of Credit plus (b) the    
aggregate amount of all drawings under Letters of Credit honored by the Issuing 
Lender but not theretofore reimbursed.                                          

     "Margin Stock" has the meaning assigned to that term in Regulation U of the
Board of Governors of the Federal Reserve System as in effect from time to time.

   "Material Adverse Effect" shall mean a material adverse effect on (a) the
business, operations, property, condition (financial or otherwise) or prospects 
of the Borrower and its Subsidiaries taken as a whole, (b) the ability of the   
Borrower or any Guarantor to perform its obligations, when such obligations are 
required to be performed, under this Credit Agreement, any of the Notes or any  
other Credit Document or (c) the validity or enforceability of this Credit      
Agreement, any of the Notes or any of the other Credit Documents or the rights  
or remedies of the Administrative Agent or the Lenders hereunder or thereunder  
or the perfection or priority of any Lien in favor of the Administrative Agent  
on any material portion of the Collateral.                                      

    "Material Contract" shall mean each of the contracts set forth on Schedule
1.1-3 annexed hereto and any other contract or other arrangement to which the   
Borrower or any of its Subsidiaries is a party (other than the Credit Documents)
for which breach, nonperformance, cancellation or failure to renew could have a 
Material Adverse Effect.                                                        

"Maturity Date" shall mean March 31, 2007.                            

"Moody's" shall mean Moody's Investors Service, Inc.                  

   "Mortgage" shall mean a security instrument (whether designated as a deed
of trust, a mortgage, a deed to secure debt or by any similar title) executed   
and delivered by any Credit Party, substantially in the form of Schedule 1.1-2  
annexed hereto or in such other form as may be approved by the Administrative   
Agent in its sole discretion, in each case with such changes thereto as may be  
recommended by the Administrative Agent's local counsel based on local laws or  
customary local mortgage, deed to secured debt or deed of trust practices, as   
such security instrument may be amended, supplemented or otherwise modified from
time to time.                                                                   

  "Mortgaged Property" shall have the meaning set forth in Section 4.1(f).

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"Multiemployer Plan" shall mean any Employee Benefit Plan which is a  
"multiemployer plan" as defined in Section 3(37) of ERISA.                      

    "Net Cash Proceeds" shall mean the aggregate Cash proceeds received by any
Credit Party or any Subsidiary in respect of any Asset Disposition, Equity      
Issuance or Debt Issuance (including any Cash received by way of deferred       
payment pursuant to, or by monetization of, a note receivable or otherwise, but 
only as and when so received, and including any Cash received under any         
insurance policy or as a result of the taking of any assets pursuant to the     
power of eminent domain, condemnation or otherwise), net of (a) direct costs    
(including, without limitation, legal, accounting and investment banking fees,  
and sales commissions), (b) taxes reasonably estimated to be actually payable in
connection with such Asset Disposition, Equity Issuance or Debt Issuance as a   
result of such Asset Disposition, Equity Issuance or Debt Issuance, (c) with    
respect to any Asset Disposition, payment of the principal amount, premium or   
penalty, if any, on any Indebtedness (other than the Obligations) secured by a  
Lien on the assets or Capital Stock sold and required to be repaid because of   
such Asset Disposition, and (d) with respect to any Asset Disposition,          
reasonable reserves established in good faith by the Borrower (and reasonably   
acceptable to the Administrative Agent) in respect of (i) possible adjustments  
to the sale price, (ii) any retained liabilities or obligations relating to the 
assets sold and (iii) indemnification obligations undertaken with respect to    
indemnification provisions and representations and warranties in connection with
such Asset Disposition. "Net Cash Proceeds" shall include, without limitation,  
any Cash received upon the sale or other disposition of any non-cash            
consideration received by any Credit Party or any Subsidiary in any Asset       
Disposition, Equity Issuance or Debt Issuance.                                  

     "New Purchasing Lender" shall have the meaning set forth in Section 9.6(c).

   "Note" or "Notes" shall mean the Revolving Notes, the Swingline Note, the
First Lien Term Notes and/or the Second Lien Term Notes, collectively,          
separately or individually, as appropriate.                                     

"Notice of Borrowing" shall mean the written notice of borrowing as   
referenced and defined in Section 2.1(b)(i) or 2.5(b)(i), as appropriate.       

"Notice of Conversion" shall mean the written notice of extension or  
conversion as referenced and defined in Section 2.11.                           

   "Obligations" shall mean, collectively, Loans and LOC Obligations and all
other obligations of the Credit Parties to the Administrative Agent and the     
Lenders under the Credit Documents.                                             

"Officer's Certificate" shall mean, as applied to any corporation, a  
certificate executed on behalf of such corporation by its chairman of the board 
(if an officer) or its president or one of its vice presidents and by its chief 
financial officer or its treasurer; provided that every Officers' Certificate   
with respect to the compliance with a condition precedent to the making of any  
Loans hereunder shall include (a) a statement that the officer or officers      
making or giving such Officers' Certificate have read such condition and any    
definitions or other provisions contained                                       

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in this Agreement relating thereto, (b) a statement that, in the opinion of the 
signers, they have made or have caused to be made such examination or           
investigation as is necessary to enable them to express an informed opinion as  
to whether or not such condition has been complied with, and (c) a statement as 
to whether, in the opinion of the signers, such condition has been complied     
with.                                                                           

"Operating Lease" shall mean, as applied to any Person, any lease     
(including leases that may be terminated by the lessee at any time) of any      
property (whether real, personal or mixed) that is not a Capital Lease other    
than any such lease under which that Person is the lessor.                      

"Participant" shall have the meaning set forth in Section 9.6(b).     

"Participation Interest" shall mean the purchase by a Lender of a     
participation interest in Letters of Credit as provided in Section 2.4 and in   
Swingline Loans as provided in Section 2.5.                                     

"Patent License" shall mean all agreements, whether written or oral,  
providing for the grant by or to a Credit Party of any right to manufacture, use
or sell any invention covered by a Patent, including, without limitation, any   
thereof referred to in Schedule 3.21.                                           

 "Patents" shall mean (a) all letters patent of the United States or any
other country and all reissues and extensions thereof, including, without       
limitation, any thereof referred to in Schedule 3.21, and (b) all applications  
for letters patent of the United States or any other country and all divisions, 
continuations and continuations-in-part thereof, including, without limitation, 
any thereof referred to in Schedule 3.21.                                       

"PBGC" shall mean the Pension Benefit Guaranty Corporation established
pursuant to Subtitle A of Title IV of ERISA, or any successor thereto.          

"Pension Plan" shall mean any Employee Benefit Plan, other than a     
Multiemployer Plan, which is subject to Section 412 of the Internal Revenue Code
or Section 302 of ERISA.                                                        

  "Perfection Certificate" shall mean that certain Perfection Certificate,
dated as of the Closing Date, executed and delivered by the Borrower to the     
Administrative Agent.                                                           

   "Permitted Acquisition" shall mean an acquisition of assets or a business
effected in accordance with the provisions of Section 6.7(e).                   

     "Permitted Encumbrances" shall mean the following types of Liens (excluding
any such Lien imposed pursuant to Section 401(a)(29) or 412(n) of the Code or by
ERISA, any such Lien relating to or imposed in connection with any Environmental
Claim, and any such Lien expressly prohibited by any applicable terms of any of 
the Security Documents):                                                        

(a) Liens for taxes, assessments or governmental charges or claims the
payment of which is not, at the time, required by Section 5.3;                  

  (b) statutory Liens of landlords, statutory Liens of banks and rights of
set-off, statutory Liens of carriers, warehousemen, mechanics, repairmen,       
workmen and materialmen,                                                        

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and other Liens imposed by law, in each case incurred in the ordinary course of 
business (i) for amounts not yet overdue or (ii) for amounts that are overdue   
and that (in the case of any such amounts overdue for a period in excess of 30  
days) are being contested in good faith by appropriate proceedings, so long as  
(A) such reserves or other appropriate provisions, if any, as shall be required 
by GAAP shall have been made for any such contested amounts, and (B) in the case
of a Lien with respect to any portion of the Collateral, such contest           
proceedings conclusively operate to stay the sale of any portion of the         
Collateral on account of such Lien;                                             

   (c) Liens incurred or deposits made in the ordinary course of business in
connection with workers' compensation, unemployment insurance and other types of
social security, or to secure the performance of tenders, statutory obligations,
surety and appeal bonds, bids, leases, government contracts, trade contracts,   
performance and return-of-money bonds and other similar obligations (exclusive  
of obligations for the payment of borrowed money), so long as no foreclosure,   
sale or similar proceedings have been commenced with respect to any portion of  
the Collateral on account thereof;                                              

  (d) any attachment or judgment Lien not constituting an Event of Default
under Section 7.1(h);                                                           

 (e) leases or subleases granted to third parties in accordance with any
applicable terms of the Security Documents and not interfering in any material  
respect with the ordinary conduct of the business of the Borrower or any of its 
Subsidiaries or resulting in a material diminution in the value of any          
Collateral as security for the Credit Party Obligations;                        

    (f) easements, rights-of-way, restrictions, encroachments, and other minor
defects or irregularities in title, in each case which do not and will not      
interfere in any material respect with the ordinary conduct of the business of  
the Borrower or any of its Subsidiaries or result in a material diminution in   
the value of any Collateral as security for the Credit Party Obligations;       

(g) any (i) interest or title of a lessor or sublessor under any lease
permitted under this Agreement, (ii) restriction or encumbrance that the        
interest or title of such lessor or sublessor may be subject to, or (iii)       
subordination of the interest of the lessee or sublessee under such lease to any
restriction or encumbrance referred to in the preceding clause (ii), so long as 
the holder of such restriction or encumbrance agrees to recognize (if required  
to do so pursuant to the provisions of such lease) the rights of such lessee or 
sublessee under such lease;                                                     

    (h) Liens arising from filing Uniform Commercial Code financing statements
relating to leases permitted by this Agreement or consignments or similar       
arrangements relating to the sale of goods in the ordinary course of business;  

   (i) Liens in favor of customs and revenue authorities arising as a matter
of law to secure payment of customs duties in connection with the importation of
goods;                                                                          

(j) any zoning or similar law or right reserved to or vested in any   
Governmental Authority to control or regulate the use of any real property;     

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(k) Liens securing obligations (other than obligations representing   
Indebtedness for borrowed money) under operating, reciprocal easement or similar
agreements entered into in the ordinary course of business of the Borrower and  
its Subsidiaries; and                                                           

     (l) licenses of Intellectual Property rights granted by the Borrower or any
of its Subsidiaries in the ordinary course of business and not interfering in   
any material respect with the ordinary conduct of the business of the Borrower  
or such Subsidiary.                                                             

"Permitted Holders" shall mean Freeman Spogli or any successor entity 
thereof controlled by principals of Freeman Spogli and any entity controlled by,
or under common control with, Freeman Spogli.                                   

  "Permitted Investments" shall have the meaning set forth in Section 6.3.

"Permitted Liens" shall have the meaning set forth in Section 6.2.    

"Person" shall mean an individual, partnership, corporation, limited  
liability company, business trust, joint stock company, trust, unincorporated   
association, joint venture, Governmental Authority or other entity of whatever  
nature.                                                                         

 "Pledge Agreement" shall mean the Amended and Restated Pledge Agreement
dated as of the Closing Date to be executed in favor of the Administrative Agent
by the Borrower and each of the other Credit Parties, as amended, modified,     
restated or supplemented from time to time.                                     

"Pledged Collateral" shall have the meaning set forth in the Pledge   
Agreement.                                                                      

"Prime Rate" shall have the meaning set forth in the definition of    
Alternate Base Rate.                                                            

"PTO" shall mean the Patent and Trademark Office.                     

  "Purchasing Lenders" shall have the meaning set forth in Section 9.6(c).

"Real Property Asset" shall mean, at any time of determination, any   
interest then owned by any Credit Party in any real property.                   

"Recovery Event" shall mean (a) theft, loss, physical destruction or  
damage, taking or similar event with respect to any property or assets owned by 
the Borrower or any of its Subsidiaries which results in the receipt by the     
Borrower or any of its Subsidiaries of any cash insurance proceeds or           
condemnation award payable by reason thereof and (b) any event resulting in the 
receipt by the Borrower or any of its Subsidiaries of business interruption     
insurance proceeds.                                                             

"Register" shall have the meaning set forth in Section 9.6(d).        

"Related Agreements" shall mean, collectively, the Certificate of     
Designations, the Stockholders Agreement, the Related Financing Documents and   
the Affiliate Agreements.                                                       

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"Related Financing Documents" shall mean, collectively, the Senior    
Subordinated Notes, the Senior Subordinated Note Indenture and all other        
agreements or instruments delivered pursuant to or in connection with any of the
foregoing including any purchase agreement or registration rights agreement.    

   "Related Fund" shall mean, with respect to any Lender or other Person who
invests in commercial bank loans in the ordinary course of business, any other  
fund or trust or entity that invests in commercial bank loans in the ordinary   
course of business and is advised or managed by such Lender, by an Affiliate of 
such Lender or other Persons or the same investment advisor as such Lender or by
an Affiliate of such Lender or investment advisor.                              

"Release" shall mean any release, spill, emission, leaking, pumping,  
pouring, injection, escaping, deposit, disposal, discharge, dispersal, dumping, 
leaching or migration of Hazardous Materials into the indoor or outdoor         
environment (including the abandonment or disposal of any barrels, containers or
other closed receptacles containing any Hazardous Materials), including the     
movement of any Hazardous Materials through the air, soil, surface water or     
groundwater.                                                                    

"Required Lenders" shall mean (a) with respect to any determination to
charge the default rate of interest pursuant to Section 2.10 or to accelerate   
the Loans and all other amounts under the Credit Documents pursuant to Section  
7.2, Lenders holding in the aggregate greater than 50% of the sum of (i) the    
Revolving Commitments (and Participation Interests therein) or, if the Revolving
Commitments have been terminated, the outstanding Revolving Loans and           
Participation Interests (including the Participation Interests of the Issuing   
Lender in any Letters of Credit and of the Swingline Lender in Swingline Loans),
(ii) the outstanding First Lien Term Loans and (iii) the outstanding Second Lien
Term Loans, and (b) with respect to any other determination or amendment, waiver
or modification of any Credit Document, both (i) Revolving Lenders holding in   
the aggregate greater than 50% of the Revolving Commitments (and Participation  
Interests therein) or, if the Revolving Commitments have been terminated, the   
outstanding Revolving Loans and Participation Interests (including the          
Participation Interests of the Issuing Lender in any Letters of Credit and of   
the Swingline Lender in Swingline Loans) and (ii) FLTL Lenders and SLTL Lenders 
holding in the aggregate greater than 50% of the outstanding First Lien Term    
Loans and Second Lien Term Loans; provided, however, that if any Lender shall be
a Defaulting Lender at such time, then there shall be excluded from the         
determination of Required Lenders, Obligations (including Participation         
Interests) owing to such Defaulting Lender and such Defaulting Lender's         
Commitments, or after termination of the Commitments, the principal balance of  
the Obligations owing to such Defaulting Lender.                                

"Requirement of Law" shall mean, as to any Person, the Certificate of 
Incorporation and By-laws or other organizational or governing documents of such
Person, and each law, treaty, rule or regulation or determination of an         
arbitrator or a court or other 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.                                                 

"Restricted Junior Payment" shall mean (a) any dividend or other      
distribution, direct or indirect, on account of any shares of any class of stock
of the Borrower now or hereafter outstanding, except a dividend payable solely  
in shares of that class of stock to the holders of that class, (b) any          
redemption, retirement, sinking fund or similar payment, purchase or other      

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acquisition for value, direct or indirect, of any shares of any class of stock  
of the Borrower now or hereafter outstanding, (c) any payment made to retire, or
to obtain the surrender of, any outstanding warrants, options or other rights to
acquire shares of any class of stock of the Borrower now or hereafter           
outstanding, and (d) except as permitted pursuant to Section 6.1(f), any payment
or prepayment of principal of, premium, if any, or interest on, or redemption,  
purchase, retirement, defeasance (including in-substance or legal defeasance),  
sinking fund or similar payment with respect to, any Subordinated Indebtedness. 

   "Revolving Commitment" shall mean, with respect to each Revolving Lender,
the commitment of such Revolving Lender to make Revolving Loans in an aggregate 
principal amount at any time outstanding up to the amount of such Revolving     
Lender's "Revolving Commitment" as specified on Schedule 2.1(a), as such amount 
may be reduced or increased from time to time in accordance with the terms      
hereof.                                                                         

  "Revolving Commitment Percentage" shall mean, for each Revolving Lender,
the percentage identified as its Revolving Commitment Percentage on Schedule    
2.1(a), as such percentage may be modified in connection wit h any assignment   
made in accordance with the provisions of Section 9.6(c).                       

  "Revolving Committed Amount" shall have the meaning set forth in Section
2.1.                                                                            

  "Revolving Lender" shall mean, as of any date of determination, a Lender
holding a Revolving Commitment on such date.                                    

"Revolving Loans" shall have the meaning set forth in Section 2.1.    

  "Revolving Note" or "Revolving Notes" shall mean the promissory notes of
the Borrower in favor of each of the Lenders evidencing the Revolving Loans     
provided pursuant to Section 2.1(e), individually or collectively, as           
appropriate, as such promissory notes may be amended, modified, supplemented,   
extended, renewed or replaced from time to time.                                

    "S&P" shall mean Standard & Poor's Ratings Group, a division of The McGraw
Hill Companies, Inc.                                                            

   "Scheduled Debt Payments" shall mean, as of any date of determination for
the Borrower and its Subsidiaries, the sum of all scheduled payments of         
principal on Indebtedness for the applicable period ending on the date of       
determination (including the principal component of payments due on Capital     
Leases during the applicable period ending on the date of determination), as    
such scheduled payments may be adjusted from time to time as a result of        
mandatory prepayments made pursuant to Section 2.8(b).                          

"Second Lien Credit Party Obligations" shall mean all Credit Party    
Obligations due and payable to the SLTL Lenders.                                

     "Second Lien Term Loan" shall have the meaning set forth in Section 2.3(a).

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  "Second Lien Term Loan Commitment" shall mean, with respect to each SLTL
Lender, the commitment of such SLTL Lender to make its portion of the Second    
Lien Term Loan in a principal amount equal to such SLTL Lender's Second Lien    
Term Loan Commitment Percentage of the Second Lien Term Loan Committed Amount   
(and for purposes of making determinations of Required Lenders hereunder after  
the Closing Date, the principal amount outstanding on the Second Lien Term      
Loan).                                                                          

"Second Lien Term Loan Commitment Percentage" shall mean, for any SLTL
Lender, the percentage identified as its Second Lien Term Loan Commitment       
Percentage on Schedule 2.1(a), as such percentage may be modified in connection 
with any assignment made in accordance with the provisions of Section 9.6.      

   "Second Lien Term Loan Committed Amount" shall have the meaning set forth
in Section 2.3(a).                                                              

"Second Lien Term Note" or "Second Lien Term Notes" shall mean the    
promissory notes of the Borrower in favor of each of the SLTL Lenders evidencing
the portion of the Second Lien Term Loan provided pursuant to Section 2.3(d),   
individually or collectively, as appropriate, as such promissory notes may be   
amended, modified, restated, supplemented, extended, renewed or replaced from   
time to time.                                                                   

     "Security Agreement" shall mean the Amended and Restated Security Agreement
dated as of the Closing Date given by the Borrower and the other Credit Parties 
to the Administrative Agent, as amended, modified or supplemented from time to  
time in accordance with its terms.                                              

"Security Documents" shall mean the Security Agreement, the Pledge    
Agreement, the Mortgages, the Additional Mortgages, the Collateral Account      
Agreement and any other documents executed and delivered in connection with the 
granting, attachment and perfection of the Administrative Agent's security      
interests and liens arising thereunder, including, without limitation, Uniform  
Commercial Code financing statements.                                           

   "Senior Subordinated Note Indenture" shall mean the indenture dated as of
October 23, 1997, between the Borrower, the guarantors named therein and United 
States Trust Company of New York, as trustee, pursuant to which the Senior      
Subordinated Notes were issued, as such indenture may be amended from time to   
time to the extent permitted under Section 6.13.                                

"Senior Subordinated Notes" shall mean the 10 1/4% Senior Subordinated
Notes due 2007 of the Borrower issued pursuant to the Senior Subordinated Note  
Indenture, as such notes may be amended from time to time to the extent         
permitted under Section 6.13.                                                   

     "SLTL Lender" shall mean, as of any date of determination, a Lender holding
a Second Lien Term Loan Commitment or a portion of outstanding Second Lien Term 
Loan on such date.                                                              

  "Solvent" shall mean, with respect to any Person, that as of the date of
determination both (a) (i) the then fair saleable value of the property of such 
Person is (A) greater than the total amount of liabilities (including contingent
liabilities) of such Person and (B) not less than the amount that will be       
required to pay the probable liabilities on such Person's then existing debts   

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as they become absolute and matured considering all financing alternatives and  
potential asset sales reasonably available to such Person; (ii) such Person's   
capital is not unreasonably small in relation to its business or any            
contemplated or undertaken transaction; and (iii) such Person does not intend to
incur, or believe (nor should it reasonably believe) that it will incur, debts  
beyond its ability to pay such debts as they become due; and (b) such Person is 
"solvent" within the meaning given that term and similar terms under applicable 
laws relating to fraudulent transfers and conveyances. For purposes of this     
definition, the amount of any contingent liability at any time shall be computed
as the amount that, in light of all of the facts and circumstances existing at  
such time, represents the amount that can reasonably be expected to become an   
actual or matured liability.                                                    

  "Stockholders Agreement" shall mean that certain Stockholders' Agreement
dated as of August 19, 1996 by and among the Borrower, Freeman Spogli and the   
other stockholders of the Borrower, in the form delivered to the Administrative 
Agent and the Lenders prior the Closing Date and as such agreement may be       
amended from time to time thereafter to the extent permitted under Section 6.13.

     "Subordinated Indebtedness" shall mean (a) the Indebtedness of the Borrower
evidenced by the Senior Subordinated Notes and any subordinated indebtedness    
issued in compliance with Section 6.1(f) and (b) any other Indebtedness of the  
Borrower subordinated in right of payment to the Credit Party Obligations       
pursuant to documentation containing maturities, amortization schedules,        
covenants, defaults, remedies, subordination provisions and other material terms
in form and substance satisfactory to the Administrative Agent and the Required 
Lenders.                                                                        

"Subsidiary" shall mean, as to any Person, a corporation, partnership,
limited liability company or other entity of which shares of stock or other     
ownership interests having ordinary voting power (other than stock or such other
ownership interests having such power only by reason of the happening of a      
contingency) to elect a majority of the board of directors or other managers of 
such corporation, partnership or other entity are at the time owned, or the     
management of which is otherwise controlled, directly or indirectly through one 
or more intermediaries, or both, by such Person. Unless otherwise qualified, all
references to a "Subsidiary" or to "Subsidiaries" in this Credit Agreement shall
refer to a Subsidiary or Subsidiaries of the Borrower.                          

     "Swingline Commitment" shall mean the commitment of the Swingline Lender to
make Swingline Loans in an aggregate principal amount at any time outstanding up
to the Swingline Committed Amount, and the commitment of the Lenders to purchase
participation interests in the Swingline Loans as provided in Section           
2.5(b)(ii), as such amounts may be reduced from time to time in accordance with 
the provisions hereof.                                                          

  "Swingline Committed Amount" shall have the meaning set forth in Section
2.5(a).                                                                         

"Swingline Lender" shall mean Wachovia.                               

   "Swingline Loan" or "Swingline Loans" shall have the meaning set forth in
Section 2.5(a).                                                                 

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     "Swingline Mandatory Borrowing" shall have the meaning set forth in Section
2.5(b)(ii).                                                                     

     "Swingline Note" shall mean the promissory note of the Borrower in favor of
the Swingline Lender evidencing the Swingline Loans provided pursuant to Section
2.5(d), as such promissory note may be amended, modified, supplemented,         
extended, renewed or replaced from time to time.                                

"Taxes" shall have the meaning set forth in Section 2.19.             

"Term Loans" shall mean collectively, the First Lien Term Loan and the
Second Lien Term Loan.                                                          

   "Trademark License" shall means any agreement, written or oral, providing
for the grant by or to a Credit Party of any right to use any Trademark,        
including, without limitation, any thereof referred to in Schedule 3.21.        

   "Trademarks" shall mean (a) all trademarks, trade names, corporate names,
company names, business names, fictitious business names, trade dress and       
service marks, logos and other source or business identifiers, and the goodwill 
associated therewith, now existing or hereafter adopted or acquired, all        
registrations and recordings thereof, and all applications in connection        
therewith, whether in the United States Patent and Trademark Office or in any   
similar office or agency of the United States, any State thereof or any other   
country or any political subdivision thereof, or otherwise, including, without  
limitation, any thereof referred to in Schedule 3.21, and (b) all renewals      
thereof, including, without limitation, any thereof referred to in Schedule     
3.21.                                                                           

 "Tranche" shall mean the collective reference to LIBOR Rate Loans whose
Interest Periods begin and end on the same day. A Tranche may sometimes be      
referred to as a "LIBOR Tranche".                                               

     "Transfer Closing Date" shall have the meaning set forth in each Commitment
Transfer Supplement.                                                            

"2.19 Certificate" shall have the meaning set forth in Section 2.19.  

 "Type" shall mean, as to any Loan, its nature as an Alternate Base Rate
Loan or LIBOR Rate Loan, as the case may be.                                    

"Wachovia" shall mean Wachovia Bank, National Association, a national 
banking association.                                                            

"Works" shall mean all works which are subject to copyright protection
pursuant to Title 17 of the United States Code.                                 

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Section 1.2 Other Definitional Provisions.                            

  (a) Unless otherwise specified therein, all terms defined in this Credit
Agreement shall have the defined meanings when used in the Notes or other Credit
Documents or any certificate or other document made or delivered pursuant       
hereto.                                                                         

(b) The words "hereof", "herein" and "hereunder" and words of similar 
import when used in this Credit Agreement shall refer to this Credit Agreement  
as a whole and not to any particular provision of this Credit Agreement, and    
Section, subsection, Schedule and Exhibit references are to this Credit         
Agreement unless otherwise specified.                                           

    (c) The meanings given to terms defined herein shall be equally applicable
to both the singular and plural forms of such terms.                            

   (d) For purposes of this Credit Agreement and the other Credit Documents,
the term "Lender" when used in reference to the provider of a Hedging Agreement 
shall include (i) any Affiliate of a Lender which Affiliate is party to a       
Hedging Agreement and (ii) any Person that was a Lender (or Affiliate of a      
Lender) under the Credit Agreement at the time it entered into the Hedging      
Agreement that has ceased to be a Lender under the Credit Agreement.            

Section 1.3 Accounting Terms.                                         

   Unless otherwise specified herein, all accounting terms used herein shall
be interpreted, all accounting determinations hereunder shall be made, and all  
financial statements required to be delivered hereunder shall be prepared in    
accordance with GAAP applied on a basis consistent with the most recent audited 
consolidated financial statements of the Borrower delivered to the Lenders;     
provided that, if the Borrower shall notify the Administrative Agent that it    
wishes to amend any covenant in Section 6.6 to appropriately reflect the effect 
of any change in GAAP on the operation of such covenant (or if the              
Administrative Agent notifies the Borrower that the Required Lenders wish to    
amend Section 6.6 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.                                                       

Section 1.4 Time References.                                          

    Unless otherwise specified, all references herein to times of day shall be
references to Eastern time (daylight or standard, as applicable).               

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ARTICLE II

 THE LOANS; AMOUNT AND TERMS

Section 2.1 Revolving Loans.                                          

(a) Revolving Commitment. During the Commitment Period, subject to the
terms and conditions hereof, each Revolving Lender severally agrees to make     
revolving credit loans ("Revolving Loans") to the Borrower from time to time in 
an aggregate principal amount of up to such Revolving Lender's Revolving        
Commitment Percentage of FIFTY-TWO MILLION DOLLARS ($52,000,000) (as such       
aggregate maximum amount may be reduced from time to time as provided in Section
2.7, the "Revolving Committed Amount") for the purposes hereinafter set forth;  
provided, however, that (i) with regard to each Revolving Lender individually,  
the sum of such Revolving Lender's share of outstanding Revolving Loans plus    
such Revolving Lender's Revolving Commitment Percentage of outstanding Swingline
Loans plus such Revolving Lender's Revolving Commitment Percentage of LOC       
Obligations shall not exceed such Revolving Lender's Revolving Committed Amount,
and (ii) with regard to the Revolving Lenders collectively, the sum of the      
outstanding Revolving Loans plus outstanding Swingline Loans plus LOC           
Obligations shall not exceed the Revolving Committed Amount. Revolving Loans may
consist of Alternate Base Rate Loans or LIBOR Rate Loans, or a combination      
thereof, as the Borrower may request, and may be repaid and reborrowed in       
accordance with the provisions hereof; provided that all Revolving Loans made on
the Closing Date or on any of the first two Business Days following the Closing 
Date shall only consist of Alternate Base Rate Loans.                           

(b) Revolving Loan Borrowings.                                        

      (i) Notice of Borrowing. The Borrower may request a Revolving Loan
borrowing by written notice (or telephone notice promptly confirmed in
   writing which confirmation may be by fax) to the Administrative Agent not
  later than 11:00 a.m. on the Business Day prior to the date of requested
borrowing in the case of Alternate Base Rate Loans, and on the third  
  Business Day prior to the date of the requested borrowing in the case of
 LIBOR Rate Loans. Each such request for borrowing shall be irrevocable,
     shall be substantially in the form of the Notice of Borrowing (a "Notice of
 Borrowing") attached hereto as Schedule 2.1(b)(i) and shall specify (A)
     that a Revolving Loan is requested, (B) the date of the requested borrowing
   (which shall be a Business Day), (C) the aggregate principal amount to be
  borrowed, (D) whether the borrowing shall be comprised of Alternate Base
  Rate Loans, LIBOR Rate Loans or a combination thereof, and if LIBOR Rate
     Loans are requested, the Interest Period(s) therefor. If the Borrower shall
    fail to specify in any such Notice of Borrowing (I) an applicable Interest
   Period in the case of a LIBOR Rate Loan, then such notice shall be deemed
  to be a request for an Interest Period of one month, or (II) the type of
    Revolving Loan requested, then such notice shall be deemed to be a request
   for an Alternate Base Rate Loan hereunder. The Administrative Agent shall
   give notice to each Revolving Lender promptly upon receipt of each Notice
   of Borrowing, the contents thereof and each such Revolving Lender's share
thereof.                                                              

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(ii) Advances. Each Revolving Lender will make its Revolving
 Commitment Percentage of each Revolving Loan borrowing available to the
   Administrative Agent for the account of the Borrower at the office of the
    Administrative Agent specified in Schedule 9.2, or at such other office as
     the Administrative Agent may designate in writing, by 1:00 p.m. on the date
 specified in the applicable Notice of Borrowing in Dollars and in funds
     immediately available to the Administrative Agent. Such borrowing will then
    be made available to the Borrower by the Administrative Agent by crediting
    the account of the Borrower on the books of such office with the aggregate
    of the amounts made available to the Administrative Agent by the Revolving
Lenders and in like funds as received by the Administrative Agent.    

     (c) Repayment. The principal amount of all Revolving Loans shall be due and
payable in full on the Maturity Date.                                           

  (d) Interest. Subject to the provisions of Section 2.10, Revolving Loans
shall bear interest as follows:                                                 

         (i) Alternate Base Rate Loans. During such periods as Revolving Loans
   shall be comprised of Alternate Base Rate Loans, each such Alternate Base
   Rate Loan shall bear interest at a per annum rate equal to the sum of the
Alternate Base Rate plus the Applicable Margin; and                   

          (ii) LIBOR Rate Loans. During such periods as Revolving Loans shall be
comprised of LIBOR Rate Loans, each such LIBOR Rate Loan shall bear   
  interest at a per annum rate equal to the sum of the LIBOR Rate plus the
Applicable Margin.                                                    

  Interest on Revolving Loans shall be payable in arrears on each Interest
Payment Date.                                                                   

    (e) Revolving Notes. Each Revolving Lender's Revolving Commitment shall be
evidenced by a duly executed promissory note of the Borrower to such Revolving  
Lender in substantially the form of Schedule 2.1(e).                            

   (f) Incremental Revolver. So long as no Default or Event of Default shall
have occurred and be continuing, the Borrower shall have the right, at any time 
from the Closing Date until the second anniversary of the Closing Date, to      
increase the Revolving Committed Amount by an aggregate amount up to $18,000,000
(the "Incremental Revolver"). Participation in the Incremental Revolver shall be
offered first to each of the existing Lenders, but each such Lender shall have  
no obligation to provide all or any portion of the Incremental Revolver. If the 
amount of the Incremental Revolver requested by the Borrower shall exceed the   
commitments which the existing Lenders are willing to provide with respect to   
such Incremental Revolver, then the Borrower may invite other banks, financial  
institutions and investment funds reasonably acceptable to the Administrative   
Agent to join this Credit Agreement as Lenders hereunder for the portion of such
Incremental Revolver not taken by existing Lenders; provided that such other    
banks, financial institutions and investment funds shall enter into such joinder
agreements to give effect thereto as the Administrative Agent and the Borrower  
may reasonably request. The                                                     

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Administrative Agent is authorized to enter into, on behalf of the Lenders, any 
amendment to this Credit Agreement (including updating Schedule 2.1(a) hereto)  
or any other Credit Document as may be necessary to incorporate the terms of the
Incremental Revolver therein.                                                   

Section 2.2 First Lien Term Loan Facility.                            

    (a) First Lien Term Loan. Subject to the terms and conditions hereof, each
FLTL Lender severally agrees to make available to the Borrower on the Closing   
Date such FLTL Lender's First Lien Term Loan Commitment Percentage of a term    
loan in Dollars (the "First Lien Term Loan") in the aggregate principal amount  
of TWO HUNDRED FIFTY-THREE MILLION DOLLARS ($253,000,000) (the "First Lien Term 
Loan Committed Amount"), as adjusted for any applicable discount, for the       
purposes hereinafter set forth. The First Lien Term Loan may consist of         
Alternate Base Rate Loans or LIBOR Rate Loans, or a combination thereof, as the 
Borrower may request; provided that on the Closing Date the First Lien Term Loan
shall only consist of Alternate Base Rate Loans. Amounts repaid or prepaid on   
the First Lien Term Loan may not be reborrowed.                                 

  (b) Repayment of First Lien Term Loan. The principal amount of the First
Lien Term Loan shall be repaid in sixteen (16) consecutive quarterly            
installments as follows, unless accelerated sooner pursuant to Section 7.2:     

Principal Amortization         First Lien Term Loan                             
Payment Date         Principal Amortization Payment                   
-----------------------   ------------------------------                        
June 30, 2003                $  2,500,000                           
September 30, 2003              $  2,500,000                              
December 31, 2003              $  2,500,000                             
March 31, 2004                $  5,000,000                            
June 30, 2004                $  8,750,000                           
September 30, 2004              $  8,750,000                              
December 31, 2004              $          0                             
March 31, 2005                $  8,000,000                            
June 30, 2005                $  8,000,000                           
September 30, 2005              $  9,000,000                              
December 31, 2005              $  5,000,000                             
March 31, 2006                $  5,000,000                            
June 30, 2006                $  6,250,000                           

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September 30, 2006              $  6,250,000                              
December 31, 2006              $  6,250,000                             
March 31, 2007                $169,250,000                            

The outstanding principal amount of the First Lien Term Loan and all accrued but
unpaid interest and other amounts payable with respect to the First Lien Term   
Loan shall be repaid on the Maturity Date.                                      

(c) Interest on the First Lien Term Loan. Subject to the provisions of
Section 2.10, the First Lien Term Loan shall bear interest as follows:          

        (i) Alternate Base Rate Loans. During such periods as the First Lien
Term Loan shall be comprised of Alternate Base Rate Loans, each such  
   Alternate Base Rate Loan shall bear interest at a per annum rate equal to
the sum of the Alternate Base Rate plus the Applicable Margin; and    

          (ii) LIBOR Rate Loans. During such periods as the First Lien Term Loan
 shall be comprised of LIBOR Rate Loans, each such LIBOR Rate Loan shall
   bear interest at a per annum rate equal to the sum of the LIBOR Rate plus
    the Applicable Margin; provided that, for purposes of calculating interest
   on the First Lien Term Loan comprised of LIBOR Rate Loans, the LIBOR Rate
     shall equal the greater of (A) the LIBOR Rate then in effect and (B) 1.75%.

  Interest on the First Lien Term Loan shall be payable in arrears on each
Interest Payment Date.                                                          

(d) First Lien Term Notes. Each FLTL Lender's First Lien Term Loan    
Commitment Percentage of the First Lien Term Loan Committed Amount shall be     
evidenced by a duly executed promissory note of the Borrower to such FLTL Lender
in substantially the form of Schedule 2.2(d).                                   

Section 2.3 Second Lien Term Loan Facility.                           

     (a) Second Lien Term Loan. Subject to the terms and conditions hereof, each
SLTL Lender severally agrees to make available to the Borrower on the Closing   
Date such SLTL Lender's Second Lien Term Loan Commitment Percentage of a term   
loan in Dollars (the "Second Lien Term Loan") in the aggregate principal amount 
of FIFTY-ONE MILLION DOLLARS ($51,000,000) (the "Second Lien Term Loan Committed
Amount"), as adjusted for any applicable discount, for the purposes hereinafter 
set forth. The Second Lien Term Loan may consist of Alternate Base Rate Loans or
LIBOR Rate Loans, or a combination thereof, as the Borrower may request;        
provided that on the Closing Date the Second Lien Term Loan shall only consist  
of Alternate Base Rate Loans. Amounts repaid or prepaid on the Second Lien Term 
Loan may not be reborrowed.                                                     

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    (b) Repayment of Second Lien Term Loan. The principal amount of the Second
Lien Term Loan and all accrued but unpaid interest and other amounts payable    
with respect to the Second Lien Term Loan shall be repaid on the Maturity Date. 

 (c) Interest on the Second Lien Term Loan. Subject to the provisions of
Section 2.10, the Second Lien Term Loan shall bear interest as follows:         

         (i) Alternate Base Rate Loans. During such periods as the Second Lien
Term Loan shall be comprised of Alternate Base Rate Loans, each such  
   Alternate Base Rate Loan shall bear interest at a per annum rate equal to
the sum of the Alternate Base Rate plus the Applicable Margin; and    

      (ii) LIBOR Rate Loans. During such periods as the Second Lien Term
Loan shall be comprised of LIBOR Rate Loans, each such LIBOR Rate Loan
    shall bear interest at a per annum rate equal to the sum of the LIBOR Rate
plus the Applicable Margin; provided that, for purposes of calculating
  interest on the Second Lien Term Loan comprised of LIBOR Rate Loans, the
     LIBOR Rate shall equal the greater of (A) the LIBOR Rate then in effect and
(B) 1.50%.                                                            

   Interest on the Second Lien Term Loan shall be payable in arrears on each
Interest Payment Date.                                                          

(d) Second Lien Term Notes. Each SLTL Lender's Second Lien Term Loan  
Commitment Percentage of the Second Lien Term Loan Committed Amount shall be    
evidenced by a duly executed promissory note of the Borrower to such SLTL Lender
in substantially the form of Schedule 2.3(d).                                   

Section 2.4 Letter of Credit Subfacility.                             

 (a) Issuance. Subject to the terms and conditions hereof and of the LOC
Documents, if any, and any other terms and conditions which the Issuing Lender  
may reasonably require, during the Commitment Period the Issuing Lender shall   
issue, and the Revolving Lenders shall participate in, Letters of Credit for the
account of the Borrower from time to time upon request in a form acceptable to  
the Issuing Lender; provided, however, that (i) the aggregate amount of LOC     
Obligations shall not at any time exceed FORTY-FIVE MILLION DOLLARS             
($45,000,000) (the "LOC Committed Amount"), (ii) the sum of outstanding         
Revolving Loans plus outstanding Swingline Loans plus LOC Obligations shall not 
at any time exceed the Revolving Committed Amount, (iii) all Letters of Credit  
shall be denominated in U.S. Dollars and (iv) Letters of Credit shall be issued 
for lawful corporate purposes and may be issued as standby letters of credit,   
including in connection with workers' compensation and other insurance programs,
and trade letters of credit. Except as otherwise expressly agreed upon by all   
the Revolving Lenders, no Letter of Credit shall have an original expiry date   
more than twelve (12) months from the date of issuance; provided, however, so   
long as no Default or Event of Default has occurred and is continuing and       
subject to the other terms and conditions to the issuance of Letters of Credit  
hereunder, the expiry dates of Letters of Credit may be extended annually or    
periodically from time to time on the request of the Borrower or by operation of
the                                                                             

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terms of the applicable Letter of Credit to a date not more than twelve (12)    
months from the date of extension; provided, further, that no Letter of Credit, 
as originally issued or as extended, shall have an expiry date (or potential    
draw date) extending beyond the date that is ten (10) days prior to the Maturity
Date, unless such Letter of Credit is or will be cash collateralized on terms   
satisfactory to the Issuing Lender. Each Letter of Credit shall comply with the 
related LOC Documents. The issuance and expiry date of each Letter of Credit    
shall be a Business Day. Any Letters of Credit issued hereunder shall be in a   
minimum original face amount of $25,000 (or such lesser amount as approved by   
the Administrative Agent). Wachovia shall be the Issuing Lender on all Letters  
of Credit issued after the Closing Date. The Borrower's reimbursement           
obligations in respect of each Existing Letter of Credit, and each Lender's     
participation obligations in connection therewith, shall be governed by the     
terms of this Credit Agreement.                                                 

    (b) Notice and Reports. The request for the issuance of a Letter of Credit
shall be submitted to the Issuing Lender at least five (5) Business Days prior  
to the requested date of issuance, or such shorter period in each instance as   
may be agreed to by the Issuing Lender. The Issuing Lender will promptly upon   
request provide to the Administrative Agent for dissemination to the Revolving  
Lenders a detailed report specifying the Letters of Credit which are then issued
and outstanding and any activity with respect thereto which may have occurred   
since the date of any prior report, and including therein, among other things,  
the account party, the beneficiary, the face amount, expiry date as well as any 
payments or expirations which may have occurred. The Issuing Lender will further
provide to the Administrative Agent promptly upon request copies of the Letters 
of Credit. The Issuing Lender will provide to the Administrative Agent promptly 
upon request a summary report of the nature and extent of LOC Obligations then  
outstanding.                                                                    

 (c) Participations. Each Revolving Lender, (i) on the Closing Date with
respect to each Existing Letter of Credit and (ii) upon issuance of any other   
Letter of Credit, shall be deemed to have purchased without recourse a risk     
participation from the Issuing Lender in such Letter of Credit and the          
obligations arising thereunder and any collateral relating thereto, in each case
in an amount equal to its Revolving Commitment Percentage of the obligations    
under such Letter of Credit and shall absolutely, unconditionally and           
irrevocably assume, as primary obligor and not as surety, and be obligated to   
pay to the Issuing Lender therefor and discharge when due, its Revolving        
Commitment Percentage of the obligations arising under such Letter of Credit.   
Without limiting the scope and nature of each Revolving Lender's participation  
in any Letter of Credit, to the extent that the Issuing Lender has not been     
reimbursed as required hereunder or under any LOC Document, each such Revolving 
Lender shall pay to the Issuing Lender its Revolving Commitment Percentage of   
such unreimbursed drawing in same day funds on the day of notification by the   
Issuing Lender of an unreimbursed drawing pursuant to and in accordance with the
provisions of subsection (d) hereof. The obligation of each Revolving Lender to 
so reimburse the Issuing Lender shall be absolute and unconditional and shall   
not be affected by the occurrence of a Default, an Event of Default or any other
occurrence or event. Any such reimbursement shall not relieve or otherwise      
impair the obligation of the Borrower to reimburse the Issuing Lender under any 
Letter of Credit, together with interest as hereinafter provided.               

    (d) Reimbursement. In the event of any drawing under any Letter of Credit,
the Issuing Lender will promptly notify the Borrower and the Administrative     
Agent. The Borrower                                                             

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shall reimburse the Issuing Lender on the day on which the drawing under any    
Letter of Credit (with the proceeds of a Revolving Loan obtained hereunder or   
otherwise) is honored in same day funds as provided herein or in the LOC        
Documents. If the Borrower shall fail to reimburse the Issuing Lender as        
provided herein, the unreimbursed amount of such drawing shall bear interest at 
a per annum rate equal to the Alternate Base Rate plus two percent (2%) for so  
long as such amount shall be unreimbursed. Unless the Borrower shall notify the 
Issuing Lender and the Administrative Agent prior to 11:00 a.m. on the date the 
drawing is honored of its intent to otherwise reimburse the Issuing Lender, the 
Borrower shall be deemed to have requested a Revolving Loan (a "LOC Mandatory   
Borrowing") in the amount of the drawing as provided in subsection (e) hereof,  
the proceeds of which will be used to satisfy the reimbursement obligations. The
Borrower's reimbursement obligations hereunder shall be absolute and            
unconditional under all circumstances irrespective of any rights of set-off,    
counterclaim or defense to payment the Borrower may claim or have against the   
Issuing Lender, the Administrative Agent, the Lenders, the beneficiary of the   
Letter of Credit drawn upon or any other Person, including without limitation   
any defense based on any failure of the Borrower to receive consideration or the
legality, validity, regularity or unenforceability of the Letter of Credit. The 
Issuing Lender will promptly notify the other Revolving Lenders of the amount of
any unreimbursed drawing and each Revolving Lender shall promptly pay to the    
Administrative Agent for the account of the Issuing Lender in Dollars and in    
immediately available funds, the amount of such Revolving Lender's Revolving    
Commitment Percentage of such unreimbursed drawing. Such payment shall be made  
on the day such notice is received by such Revolving Lender from the Issuing    
Lender if such notice is received at or before 2:00 p.m., otherwise such payment
shall be made at or before 12:00 Noon on the Business Day next succeeding the   
day such notice is received. If such Revolving Lender does not pay such amount  
to the Issuing Lender in full upon such request, such Revolving Lender shall, on
demand, pay to the Administrative Agent for the account of the Issuing Lender   
interest on the unpaid amount during the period from the date of such drawing   
until such Revolving Lender pays such amount to the Issuing Lender in full at a 
rate per annum equal to, if paid within two (2) Business Days of the date of    
drawing, the Federal Funds Effective Rate and thereafter at a rate equal to the 
Alternate Base Rate. Each Revolving Lender's obligation to make such payment to 
the Issuing Lender, and the right of the Issuing Lender to receive the same,    
shall be absolute and unconditional, shall not be affected by any circumstance  
whatsoever and without regard to the termination of this Credit Agreement or the
Commitments hereunder, the existence of a Default or Event of Default or the    
acceleration of the Credit Party Obligations under the Credit Documents and     
shall be made without any offset, abatement, withholding or reduction           
whatsoever.                                                                     

    (e) Repayment with Revolving Loans. On any day on which the Borrower shall
have requested, or been deemed to have requested, a Revolving Loan to reimburse 
a drawing under a Letter of Credit, the Administrative Agent shall give notice  
to the Revolving Lenders that a Revolving Loan has been requested or deemed     
requested in connection with a drawing under a Letter of Credit, in which case a
Revolving Loan borrowing comprised entirely of Alternate Base Rate Loans shall  
be immediately made (without giving effect to any termination of the Commitments
pursuant to Section 7.2) pro rata based on each Revolving Lender's respective   
Revolving Commitment Percentage (determined before giving effect to any         
termination of the Commitments pursuant to Section 7.2). The proceeds of such   
LOC Mandatory Borrowing shall be paid directly to the Issuing Lender for        
application to the respective LOC Obligations. Each                             

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Revolving Lender hereby irrevocably agrees to make such Revolving Loans         
immediately upon any such request or deemed request on account of each LOC      
Mandatory Borrowing in the amount and in the manner specified in the preceding  
sentence and on the same such date notwithstanding (i) the amount of LOC        
Mandatory Borrowing may not comply with the minimum amount for borrowings of    
Revolving Loans otherwise required hereunder, (ii) whether any conditions       
specified in Section 4.2 are then satisfied, (iii) whether a Default or an Event
of Default then exists, (iv) failure for any such request or deemed request for 
Revolving Loan to be made by the time otherwise required in Section 2.1(b), (v) 
the date of such LOC Mandatory Borrowing, or (vi) any reduction in the Revolving
Committed Amount after any such Letter of Credit may have been drawn upon. In   
the event that any LOC Mandatory Borrowing cannot for any reason be made on the 
date otherwise required above (including, without limitation, as a result of the
commencement of a proceeding under the Bankruptcy Code), then each such         
Revolving Lender hereby agrees that it shall forthwith fund (as of the date the 
LOC Mandatory Borrowing would otherwise have occurred, but adjusted for any     
payments received from the Borrower on or after such date and prior to such     
purchase) its Participation Interests in the outstanding LOC Obligations;       
provided, further, that in the event any Revolving Lender shall fail to fund its
Participation Interest on the date the LOC Mandatory Borrowing would otherwise  
have occurred, then the amount of such Revolving Lender's unfunded Participation
Interest therein shall bear interest payable by such Revolving Lender to the    
Issuing Lender upon demand, at the rate equal to, if paid within two (2)        
Business Days of such date, the Federal Funds Effective Rate, and thereafter at 
a rate equal to the Alternate Base Rate.                                        

    (f) Modification, Extension. The issuance of any supplement, modification,
amendment, renewal, or extension to any Letter of Credit shall, for purposes    
hereof, be treated in all respects the same as the issuance of a new Letter of  
Credit hereunder.                                                               

(g) Uniform Customs and Practices. The Issuing Lender shall have the  
Letters of Credit be subject to The Uniform Customs and Practice for Documentary
Credits, as published as of the date of issue by the International Chamber of   
Commerce (the "UCP"), in which case the UCP may be incorporated therein and     
deemed in all respects to be a part thereof.                                    

Section 2.5 Swingline Loan Subfacility.                               

(a) Swingline Commitment. During the Commitment Period, subject to the
terms and conditions hereof, the Swingline Lender, in its individual capacity,  
agrees to make certain revolving credit loans to the Borrower (each a "Swingline
Loan" and, collectively, the "Swingline Loans") for the purposes hereinafter set
forth; provided, however, (i) the aggregate amount of Swingline Loans           
outstanding at any time shall not exceed TEN MILLION DOLLARS ($10,000,000) (the 
"Swingline Committed Amount"), and (ii) the sum of the outstanding Revolving    
Loans plus outstanding Swingline Loans plus LOC Obligations shall not exceed the
Revolving Committed Amount. Swingline Loans hereunder may be repaid and         
reborrowed in accordance with the provisions hereof.                            

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(b) Swingline Loan Borrowings.                                        

       (i) Notice of Borrowing and Disbursement. The Swingline Lender will
 make Swingline Loans available to the Borrower on any Business Day upon
 request made by the Borrower not later than 12:00 Noon on such Business
    Day. A notice of request for Swingline Loan borrowing shall be made in the
     form of Schedule 2.1(b)(i) with appropriate modifications (which notice may
be made by fax).                                                      

          (ii) Repayment of Swingline Loans. Each Swingline Loan borrowing shall
   be due and payable on the Maturity Date. The Swingline Lender may, at any
 time, in its sole discretion, by written notice to the Borrower and the
   Administrative Agent, demand repayment of its Swingline Loans by way of a
 Revolving Loan borrowing, in which case the Borrower shall be deemed to
   have requested a Revolving Loan borrowing comprised entirely of Alternate
   Base Rate Loans in the amount of such Swingline Loans; provided, however,
    that, in the following circumstances, any such demand shall also be deemed
     to have been given one Business Day prior to each of (i) the Maturity Date,
    (ii) the occurrence of any Event of Default described in Section 7.1(f) or
 Section 7.1(g), (iii) upon acceleration of the Credit Party Obligations
under the Credit Documents, whether on account of an Event of Default 
described in Section 7.1(f) or Section 7.1(g) or any other Event of   
Default, and (iv) the exercise of remedies in accordance with the     
   provisions of Section 7.2 hereof (each such Revolving Loan borrowing made
 on account of any such deemed request therefor as provided herein being
hereinafter referred to as a "Swingline Mandatory Borrowing"). Each   
 Revolving Lender hereby irrevocably agrees to make such Revolving Loans
promptly upon any such request or deemed request on account of each   
    Swingline Mandatory Borrowing in the amount and in the manner specified in
  the preceding sentence and on the same such date notwithstanding (A) the
 amount of Swingline Mandatory Borrowing may not comply with the minimum
    amount for borrowings of Revolving Loans otherwise required hereunder, (B)
 whether any conditions specified in Section 4.2 are then satisfied, (C)
  whether a Default or an Event of Default then exists, (D) failure of any
   such request or deemed request for Revolving Loans to be made by the time
 otherwise required in Section 2.1(b)(i), (E) the date of such Swingline
     Mandatory Borrowing, or (F) any reduction in the Revolving Committed Amount
or termination of the Revolving Commitments immediately prior to such 
    Swingline Mandatory Borrowing or contemporaneously therewith. In the event
     that any Swingline Mandatory Borrowing cannot for any reason be made on the
   date otherwise required above (including, without limitation, as a result
   of the commencement of a proceeding under the Bankruptcy Code), then each
    Revolving Lender hereby agrees that it shall forthwith purchase (as of the
   date the Swingline Mandatory Borrowing would otherwise have occurred, but
    adjusted for any payments received from the Borrower on or after such date
   and prior to such purchase) from the Swingline Lender such participations
     in the outstanding Swingline Loans as shall be necessary to cause each such
  Revolving Lender to share in such Swingline Loans ratably based upon its
     respective Revolving Commitment Percentage (determined before giving effect
  to any termination of the Commitments pursuant to Section 7.2); provided
that (I) all interest payable on the Swingline Loans shall be for the 
   account of the Swingline Lender until the date as of which the respective
participation is purchased, and (II) at the time any                  

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    purchase of participations pursuant to this sentence is actually made, the
purchasing Revolving Lender shall be required to pay to the Swingline 
     Lender interest on the principal amount of such participation purchased for
each day from and including the date upon which the purchase occurs   
   hereunder to but excluding the date of payment for such participation, at
    the rate equal to, if paid within two (2) Business Days of the date of the
Swingline Mandatory Borrowing, the Federal Funds Effective Rate, and  
thereafter at a rate equal to the Alternate Base Rate.                

     (c) Interest on Swingline Loans. Subject to the provisions of Section 2.10,
Swingline Loans shall bear interest at a per annum rate equal to the Alternate  
Base Rate plus the Applicable Margin for Revolving Loans that are Alternate Base
Rate Loans. Interest on Swingline Loans shall be payable in arrears on each     
Interest Payment Date.                                                          

(d) Swingline Note. The Swingline Loans shall be evidenced by a duly  
executed promissory note of the Borrower to the Swingline Lender in the original
amount of the Swingline Committed Amount and substantially in the form of       
Schedule 2.5(d).                                                                

Section 2.6 Fees.                                                     

(a) Commitment Fee. In consideration of the Revolving Commitments, the
Borrower agrees to pay to the Administrative Agent for the ratable benefit of   
the Revolving Lenders a commitment fee (the "Commitment Fee") in an amount equal
to the Applicable Margin per annum on the average daily unused amount of the    
Revolving Committed Amount. For purposes of computation of the Commitment Fee,  
LOC Obligations and Swingline Loans shall be considered usage of the Revolving  
Committed Amount. The Commitment Fee shall be payable quarterly in arrears on   
the 15th day following the last day of each calendar quarter for the prior      
calendar quarter.                                                               

 (b) Letter of Credit Fees. In consideration of the LOC Commitments, the
Borrower agrees to pay to the Issuing Lender for the ratable benefit of the     
Revolving Lenders a fee (the "Letter of Credit Fee") equal to the Applicable    
Margin per annum on the average daily maximum amount available to be drawn under
each Letter of Credit from the date of issuance to the date of expiration. In   
addition to such Letter of Credit Fee, the Borrower agrees to pay to the Issuing
Lender for its own account without sharing by the other Revolving Lenders an    
additional facing fee of one-quarter of one percent (1/4%) on the amount of each
Letter of Credit, payable annually in advance upon issuance or renewal of such  
Letter of Credit. The Issuing Lender shall promptly pay over to the             
Administrative Agent for the ratable benefit of the Revolving Lenders (including
the Issuing Lender in its capacity as a Revolving Lender), the Letter of Credit 
Fee. The Letter of Credit Fee shall be payable quarterly in arrears on the 15th 
day following the last day of each calendar quarter for such calendar quarter.  

   (c) Issuing Lender Fees. In addition to the Letter of Credit Fees payable
pursuant to subsection (b) hereof, the Borrower shall pay to the Issuing Lender 
for its own account without sharing by the other Lenders the reasonable and     
customary charges from time to time of the Issuing Lender with respect to the   
amendment, transfer, administration, cancellation and                           

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conversion of, and drawings under, such Letters of Credit (collectively, the    
"Issuing Lender Fees").                                                         

  (d) Administrative Fee. The Borrower agrees to pay to the Administrative
Agent the annual administrative fee as described in the Fee Letter.             

Section 2.7 Commitment Reductions.                                    

     (a) Voluntary Reductions. The Borrower shall have the right to terminate or
permanently reduce the unused portion of the Revolving Committed Amount at any  
time or from time to time upon not less than five Business Days' prior notice   
(which notice may be made by fax) to the Administrative Agent (which shall      
notify the Revolving Lenders thereof as soon as practicable) of each such       
termination or reduction, which notice shall specify the effective date thereof 
and the amount of any such reduction which shall be in a minimum amount of      
$1,000,000 or a whole multiple of $500,000 in excess thereof and shall be       
irrevocable and effective upon receipt by the Administrative Agent, provided    
that no such reduction or termination shall be permitted if after giving effect 
thereto, and to any prepayments of the Loans made on the effective date thereof,
the sum of the outstanding Revolving Loans plus outstanding Swingline Loans plus
LOC Obligations would exceed the Revolving Committed Amount.                    

     (b) Mandatory Reductions. On any date that the Revolving Loans are required
to be prepaid pursuant to the terms of Section 2.8(b) (ii), (iii), (iv) and (v) 
the Revolving Committed Amount shall be automatically permanently reduced by the
amount of such required prepayment and/or reduction.                            

   (c) Maturity Date. The Revolving Commitment, the Swingline Commitment and
the LOC Commitment shall automatically terminate on the Maturity Date.          

Section 2.8 Prepayments.                                              

     (a) Optional Prepayments. The Borrower shall have the right to prepay Loans
in whole or in part from time to time; provided, however, that (i) each partial 
prepayment of a Revolving Loan, the First Lien Term Loan and the Second Lien    
Term Loan shall be in a minimum principal amount of $1,000,000 and integral     
multiples of $500,000 in excess thereof, and each partial prepayment of a       
Swingline Loan shall be in a minimum principal amount of $100,000 and integral  
multiples of $50,000 in excess thereof and (ii) any optional prepayment of the  
Second Lien Term Loan or refinance of the outstanding Second Lien Term Loan (A) 
during the first year following the Closing Date shall be made at 102% of par,  
(B) during the second year following the Closing Date shall be made at 101% of  
par and (C) thereafter shall be made at par. The Borrower shall give the        
Administrative Agent (which shall notify the Lenders thereof as soon as         
practicable) three Business Days' irrevocable notice (which notice may be made  
by fax) of an optional payment in the case of LIBOR Rate Loans and one Business 
Day's irrevocable notice in the case of Alternate Base Rate Loans, such notice  
to be substantially in the form of Schedule 2.8(a). All optional prepayments    
pursuant to this Section 2.8(a) shall be applied as the Borrower may elect;     
provided that no prepayment of Second Lien Term Loan may be made until the      
Revolving Loans and the First Lien Term Loans have been repaid in full and      

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the Revolving Commitments have been terminated. All prepayments under this      
Section 2.8(a) shall be subject to Section 2.18, but otherwise without premium  
or penalty except as expressly set forth in this Section 2.8(a). Interest on the
principal amount prepaid shall be payable on the date that a prepayment is made 
hereunder through the date of prepayment. Amounts prepaid on the First Lien Term
Loan and the Second Lien Term Loan may not be reborrowed.                       

(b) Mandatory Prepayments.                                            

          (i) Revolving Committed Amount. If at any time after the Closing Date,
     the sum of the outstanding Revolving Loans plus outstanding Swingline Loans
plus LOC Obligations shall exceed the Revolving Committed Amount, the 
Borrower immediately shall prepay the Loans in an amount sufficient to
     eliminate such excess (such prepayment to be applied as set forth in clause
(vi) below).                                                          

        (ii) Asset Dispositions. Promptly following any Asset Disposition in
   excess of $1,000,000 in the aggregate (for all Asset Dispositions) in any
    Fiscal Year, the Borrower shall prepay the Loans and/or cash collateralize
   the LOC Obligations in an aggregate amount equal to the Net Cash Proceeds
   derived from such Asset Disposition (such prepayment to be applied as set
    forth in clause (vi) below); provided, however, that so long as no Default
    or Event of Default has occurred and is continuing, such Net Cash Proceeds
    shall not be required to be so applied to the extent the Borrower delivers
     to the Administrative Agent a certificate stating that the Borrower intends
to reinvest such Net Cash Proceeds in assets or properties utilized or
     intended to be utilized in any business permitted under Section 6.12 within
270 days of the receipt of such Net Cash Proceeds, it being expressly 
agreed that any Net Cash Proceeds not so reinvested by the end of the 
applicable period shall be applied to repay the Loans and/or cash     
collateralize the LOC Obligations immediately thereafter.             

    (iii) Issuances. Immediately upon receipt by any Credit Party of
     proceeds from (A) any Debt Issuance, the Borrower shall prepay the Loans in
    an aggregate amount equal to (1) if such Debt Issuance is made pursuant to
   Section 6.1(g), fifty percent (50%) of the Net Cash Proceeds of such Debt
Issuance and (2) if such Debt Issuance is any other Debt Issuance, one
     hundred percent (100%) of the Net Cash Proceeds of such Debt Issuance (each
  such prepayment to be applied as set forth in clause (vi) below), or (B)
any Equity Issuance, the Borrower shall prepay the Loans and/or cash  
 collateralize the LOC Obligations in an aggregate amount equal to fifty
percent (50%) of the Net Cash Proceeds of such Equity Issuance (such  
prepayment to be applied as set forth in clause (vi) below).          

        (iv) Recovery Event. Promptly following the receipt of Cash proceeds
from a Recovery Event in excess of $1,000,000 in the aggregate (or all
  Recovery Events) in any Fiscal Year, the Borrower shall prepay the Loans
    and/or cash collateralize the LOC Obligations in an aggregate amount equal
  to such Net Cash Proceeds (such prepayment to be applied as set forth in
     clause (vi) below); provided, however, that, so long as no Default or Event
of Default has occurred and is continuing at the time of such Recovery
   Event, (A) the Borrower and its Subsidiaries may retain Net Cash Proceeds
consisting of                                                         

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business interruption insurance proceeds and (B) any other Net Cash   
    Proceeds shall not be required to be so applied to the extent the Borrower
delivers to the Administrative Agent a certificate stating that the   
Borrower intends to use such Net Cash Proceeds to repair, restore or  
 replace the assets subject to the Recovery Event within 270 days of the
   receipt of such Net Cash Proceeds, it being expressly agreed that any Net
   Cash Proceeds not so reinvested by the end of the applicable period shall
     be applied to repay the Loans and/or cash collateralize the LOC Obligations
immediately thereafter.                                               

        (v) Excess Cash Flow. Within 45 days after the last day of the first
Fiscal Quarter of each Fiscal Year (commencing with the Fiscal Quarter
     ending December 30, 2004), the Borrower shall prepay the Loans in an amount
 equal to 50% of the Excess Cash Flow as of the end of such first Fiscal
     Quarter (such prepayments to be applied as set forth in clause (vi) below).

         (vi) Application of Mandatory Prepayments. All amounts required to be
    paid pursuant to this Section 2.8(b) shall be applied as follows: (A) with
respect to all amounts prepaid pursuant to Section 2.8(b)(i), to the  
    Revolving Loans and then (after all Revolving Loans have been repaid) to a
    Cash collateral account in respect of LOC Obligations, (B) with respect to
     all amounts prepaid pursuant to Sections 2.8(b)(ii) through (v), (1) first,
     to the First Lien Term Loan (ratably to the remaining amortization payments
    relating thereto), (2) second, to the Revolving Loans with a corresponding
    reduction in the Revolving Commitments and (after all Revolving Loans have
     been repaid) to a Cash collateral account in respect of LOC Obligations and
(3) third, to the Second Lien Term Loan. Within the parameters of the 
applications set forth above, prepayments shall be applied first to   
   Alternate Base Rate Loans and then to LIBOR Rate Loans in direct order of
     Interest Period maturities. All prepayments under this Section 2.8(b) shall
    be subject to Section 2.18 and be accompanied by interest on the principal
amount prepaid through the date of prepayment. In the event any amount
required to be paid pursuant to this Section 2.8(b) is required to be 
    applied to repay any LIBOR Rate Loan on any day other than the last day of
   the applicable Interest Period, so long as no Default or Event of Default
has occurred and is continuing, the Borrower may request that such    
repayment amounts not be applied to the applicable LIBOR Rate Loan    
immediately, but rather be deposited in the Collateral Account. The   
  Administrative Agent shall apply all such deposited amounts to repay the
applicable LIBOR Rate Loans, in each case as of the last day of their 
   respective Interest Periods (or, at the direction of the Borrower, at any
  earlier date) until the allocable amounts held in the Collateral Account
for payment of such LIBOR Rate Loans have been exhausted. Upon the    
  occurrence of a Default or an Event of Default, the Administrative Agent
may, in its sole discretion, immediately apply all amounts held in the
  Collateral Account for payment of LIBOR Rate Loans to satisfy any of the
Obligations.                                                          

  (vii) Collateral Account. Notwithstanding the terms of Section
  2.8(b)(ii) and (iv) to the contrary, if the aggregate amount of Net Cash
   Proceeds received from a Recovery Event (other than business interruption
  insurance proceeds) or an Asset Disposition is in excess of $10,000,000,
 the Borrower shall forward such Net Cash Proceeds to the Administrative
Agent to be held pursuant to the terms of the Collateral              

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     Account Agreement and administered as follows: (A) with respect to Net Cash
   Proceeds arising from a Recovery Event, so long as the Borrower or any of
its Subsidiaries proceeds diligently to repair, restore or replace the
     assets of the Borrower or such Subsidiary in respect of which such Net Cash
  Proceeds were received, the Administrative Agent shall from time to time
     (during the reinvestment period provided in Section 2.8(b)(iv)) disburse to
    the Borrower or such Subsidiary from the Collateral Account, to the extent
of any such Net Cash Proceeds remaining therein in respect of the     
applicable Recovery Event, amounts necessary to pay the cost of such  
    repair, restoration or replacement after the receipt by the Administrative
 Agent of invoices or other documentation reasonably satisfactory to the
  Administrative Agent relating to the amount of costs so incurred and the
  work performed (including, if required by the Administrative Agent, lien
 releases and architects' certificates) and (B) with respect to Net Cash
    Proceeds arising from an Asset Disposition, the Administrative Agent shall
from time to time (during the reinvestment period provided in Section 
     2.8(b)(ii)) disburse to the Borrower or such Subsidiary from the Collateral
   Account, to the extent of any such Net Cash Proceeds remaining therein in
  respect of the applicable Asset Disposition, amounts to be reinvested in
     accordance with Section 2.8(b)(ii) as specified in an officer's certificate
   delivered to the Administrative Agent. In the event that after receipt of
     any such Net Cash Proceeds an Event of Default occurs, then so long as such
Event of Default is continuing, the Administrative Agent shall cease  
   disbursing such Net Cash Proceeds as provided in this Section 2.8(b)(vii)
    and, in the event that such Event of Default is not cured or waived within
   15 days after the occurrence thereof, the Administrative Agent shall, and
     the Borrower and its Subsidiaries hereby authorize the Administrative Agent
   to, apply an amount equal to such undisbursed Net Cash Proceeds to prepay
 the Loans and/or cash collateralize the LOC Obligations as set forth in
    Section 2.8(b)(vi). Upon expiration of the reinvestment period provided in
     Section 2.8(b)(ii) or 2.8(b)(iv) with respect to any Net Cash Proceeds from
an Asset Disposition or Recovery Event, respectively, held in the     
  Collateral Account, the Administrative Agent shall apply any undisbursed
amount of such Net Cash Proceeds to prepay the Loans and/or cash      
collateralize the LOC Obligations as set forth in Section 2.8(b)(vi). 

  (c) Hedging Obligations Unaffected. Any prepayment made pursuant to this
Section 2.8 shall not affect the Borrower's obligation to continue to make      
payments under any Hedging Agreement, which shall remain in full force and      
effect notwithstanding such prepayment, subject to the terms of such Hedging    
Agreement.                                                                      

 Section 2.9 Minimum Borrowing Amounts and Principal Amount of Tranches;
Lending Offices.                                                                

  (a) Minimum Borrowing Amounts. Each Revolving Loan which is an Alternate
Base Rate Loan shall be in a minimum aggregate amount of $1,000,000 and in      
integral multiples of $50,000 in excess thereof (or the remaining amount of the 
Revolving Committed Amount, if less). Each Revolving Loan which is a LIBOR Rate 
Loan shall be in a minimum aggregate amount of $2,000,000 and in integral       
multiples of $100,000 in excess thereof. Each Term Loan which is an Alternate   
Base Rate Loan shall be in a minimum aggregate amount of $1,000,000 and in      
integral multiples of $50,000 in excess thereof. Each Term Loan which is a LIBOR
Rate                                                                            

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Loan shall be in a minimum aggregate amount of $3,000,000 and in integral       
multiples of $100,000 in excess thereof. Each Swingline Loan borrowing shall be 
in a minimum aggregate amount of $50,000 and in integral amounts of $25,000 in  
excess thereof.                                                                 

(b) Tranches. All borrowings, payments and prepayments in respect of  
Revolving Loans, the First Lien Term Loan and the Second Lien Term Loan shall be
in such amounts and be made pursuant to such elections so that after giving     
effect thereto the aggregate principal amount of the Revolving Loans, the First 
Lien Term Loan and the Second Lien Term Loan comprising any Tranche shall be (a)
with respect to Alternate Base Rate Loans, $1,000,000 or a whole multiple of    
$50,000 in excess thereof and (b) with respect to LIBOR Rate Loans, $2,000,000  
or a whole multiple of $100,000 in excess thereof.                              

   (c) Lending Offices. LIBOR Rate Loans shall be made by each Lender at its
LIBOR Lending Office and Alternate Base Rate Loans at its Domestic Lending      
Office.                                                                         

Section 2.10 Default Rate and Payment Dates.                          

   Upon the occurrence and during the continuance of an Event of Default, at
the option of the Required Lenders, the principal of and, to the extent         
permitted by law, interest on the Loans and any other amounts owing hereunder or
under the other Credit Documents shall bear interest, payable on demand, at a   
per annum rate 2% greater than the rate which would otherwise be applicable (or 
if no rate is applicable, whether in respect of interest, fees or other amounts,
then the Alternate Base Rate plus the Applicable Margin plus 2%).               

Section 2.11 Conversion Options.                                      

   (a) The Borrower may, in the case of Revolving Loans, the First Lien Term
Loan and the Second Lien Term Loan, elect from time to time to convert Alternate
Base Rate Loans to LIBOR Rate Loans, by giving the Administrative Agent at least
three Business Days' prior irrevocable written notice (which notice may be by   
fax) of such election. A form of Notice of Conversion/ Extension is attached as 
Schedule 2.11. If the date upon which an Alternate Base Rate Loan is to be      
converted to a LIBOR Rate Loan is not a Business Day, then such conversion shall
be made on the next succeeding Business Day and during the period from such last
day of an Interest Period to such succeeding Business Day such Loan shall bear  
interest as if it were an Alternate Base Rate Loan. All or any part of          
outstanding Alternate Base Rate Loans may be converted as provided herein,      
provided that (i) no Loan may be converted into a LIBOR Rate Loan when any      
Default or Event of Default has occurred and is continuing and (ii) partial     
conversions shall be in an aggregate principal amount of $2,000,000 or a whole  
multiple of $100,000 in excess thereof.                                         

     (b) Any LIBOR Rate Loans may be continued as such upon the expiration of an
Interest Period with respect thereto by compliance by the Borrower with the     
notice provisions contained in Section 2.11(a); provided, that no LIBOR Rate    
Loan may be continued as such when any Default or Event of Default has occurred 
and is continuing, in which case such Loan shall be automatically converted to  
an Alternate Base Rate Loan at the end of the applicable Interest Period with   
respect thereto. If the Borrower shall fail to give timely notice of an election

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to continue a LIBOR Rate Loan, or the continuation of LIBOR Rate Loans is not   
permitted hereunder, such LIBOR Rate Loans shall be automatically converted to  
Alternate Base Rate Loans at the end of the applicable Interest Period with     
respect thereto.                                                                

Section 2.12 Computation of Interest and Fees.                        

  (a) Interest payable hereunder with respect to Alternate Base Rate Loans
based on the Prime Rate shall be calculated on the basis of a year of 365 days  
(or 366 days, as applicable) for the actual days elapsed. All other fees,       
interest and all other amounts payable hereunder shall be calculated on the     
basis of a 360 day year for the actual days elapsed. The Administrative Agent   
shall as soon as practicable notify the Borrower and the Lenders of each        
determination of a LIBOR Rate on the Business Day of the determination thereof. 
Any change in the interest rate on a Loan resulting from a change in the        
Alternate Base Rate shall become effective as of the opening of business on the 
day on which such change in the Alternate Base Rate shall become effective. The 
Administrative Agent shall as soon as practicable notify the Borrower and the   
Lenders of the effective date and the amount of each such change.               

(b) Each determination of an interest rate by the Administrative Agent
pursuant to any provision of this Credit Agreement shall be conclusive and      
binding on the Borrower and the Lenders in the absence of manifest error. The   
Administrative Agent shall, at the request of the Borrower, deliver to the      
Borrower a statement showing the computations used by the Administrative Agent  
in determining any interest rate.                                               

Section 2.13 Pro Rata Treatment and Payments.                         

  (a) Each borrowing of Revolving Loans and any reduction of the Revolving
Commitments shall be made pro rata according to the respective Revolving        
Commitment Percentages of the Revolving Lenders. Each payment under this Credit 
Agreement or any Note shall be applied, first, to any fees then due and owing by
the Borrower pursuant to Section 2.6, second, to interest then due and owing in 
respect of the Credit Party Obligations of the Borrower and, third, to principal
then due and owing hereunder and under the Credit Party Obligations of the      
Borrower. Each payment on account of any fees pursuant to Section 2.6 shall be  
made pro rata in accordance with the respective amounts due and owing (except as
to the portion of the Letter of Credit retained by the Issuing Lender and the   
Issuing Lender Fees). Each payment (other than prepayments) by the Borrower on  
account of principal of and interest on the Revolving Loans, the First Lien Term
Loan and on the Second Lien Term Loan shall be made pro rata to the Lenders     
according to the respective amounts due and owing. Prepayments made pursuant to 
Section 2.16 shall be applied in accordance with such section. Each mandatory   
prepayment on account of principal of the Loans shall be applied in accordance  
with Section 2.8(b). All payments (including prepayments) to be made by the     
Borrower on account of principal, interest and fees shall be made without       
defense, set-off or counterclaim (except as provided in Section 2.19(b)) and    
shall be made to the Administrative Agent for the account of the Lenders at the 
Administrative Agent's office specified on Schedule 9.2 in Dollars and in       
immediately available funds not later than 12:00 Noon on the date when due. The 
Administrative Agent shall distribute such payments to the Lenders entitled     
thereto promptly upon receipt in like funds as received. If any payment         
hereunder (other than payments on the                                           

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LIBOR Rate Loans) becomes due and payable on a day other than a Business Day,   
such payment shall be extended to the next succeeding Business Day, and, with   
respect to payments of principal, interest thereon shall be payable at the then 
applicable rate during such extension. If any payment on a LIBOR Rate Loan      
becomes due and payable on a day other than a Business Day, the maturity thereof
shall be extended to the next succeeding Business Day unless the result of such 
extension would be to extend such payment into another calendar month, in which 
event such payment shall be made on the immediately preceding Business Day.     

    (b) Allocation of Payments After Exercise of Remedies. Notwithstanding any
other provisions of this Credit Agreement or any other Credit Document to the   
contrary, all amounts collected or received by the Administrative Agent or any  
Lender in respect of the Collateral shall be applied to the Credit Party        
Obligations as follows:                                                         

   FIRST, to the payment of all reasonable out-of-pocket costs and
expenses (including, without limitation, reasonable attorneys' and    
     consultants' fees) of the Administrative Agent in connection with enforcing
 the rights of the Lenders under the Credit Documents and any protective
  advances made by the Administrative Agent with respect to the Collateral
under or pursuant to the terms of the Security Documents;             

    SECOND, to payment of any fees owed to the Administrative Agent;

        THIRD, to the payment of all reasonable and documented out-of-pocket
  costs and expenses (including, without limitation, reasonable attorneys'
    and consultants' fees) of each of the Lenders in connection with enforcing
its rights under the Credit Documents or otherwise with respect to the
Credit Party Obligations owing to such Lender;                        

FOURTH, to the payment of all of the First Lien Credit Party
 Obligations consisting of accrued fees and interest, and including with
   respect to any Hedging Agreement between any Credit Party and any Lender,
or any Affiliate of a Lender, to the extent such Hedging Agreement is 
permitted by Section 6.3(h), any fees, premiums and scheduled periodic
     payments due under such Hedging Agreement and any interest accrued thereon;

          FIFTH, to the payment of the outstanding principal amount of the First
    Lien Credit Party Obligations and the payment or cash collateralization of
    the outstanding LOC Obligations, and including with respect to any Hedging
  Agreement between any Credit Party and any Lender, or any Affiliate of a
Lender, to the extent such Hedging Agreement is permitted by Section  
    6.3(h), any breakage, termination or other payments due under such Hedging
Agreement and any interest accrued thereon;                           

     SIXTH, to all other First Lien Credit Party Obligations and other
obligations which shall have become due and payable under the Credit  
   Documents or otherwise and not repaid pursuant to clauses "FIRST" through
"FIFTH" above;                                                        

SEVENTH, to all Second Lien Credit Party Obligations;       

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  EIGHTH, the payment of the surplus to whomever may be lawfully
entitled to receive such surplus.                                     

In carrying out the foregoing, (i) amounts received shall be applied in the     
numerical order provided until exhausted prior to application to the next       
succeeding category; (ii) each of the Lenders shall receive an amount equal to  
its pro rata share (based on the proportion that the then outstanding Loans and 
LOC Obligations held by such Lender bears to the aggregate then outstanding     
Loans and LOC Obligations) of amounts available to be applied pursuant to       
clauses "THIRD", "FOURTH", "FIFTH," "SIXTH" and "SEVENTH" above; and (iii) to   
the extent that any amounts available for distribution pursuant to clause       
"FIFTH" above are attributable to the issued but undrawn amount of outstanding  
Letters of Credit, such amounts shall be held by the Administrative Agent in a  
cash collateral account and applied (A) first, to reimburse the Issuing Lender  
from time to time for any drawings under such Letters of Credit and (B) then,   
following the expiration of all Letters of Credit, to all other obligations of  
the types described in clauses "FIFTH," "SIXTH" and "SEVENTH" above, and        
thereafter pursuant to clause "EIGHTH," in the manner provided in this Section  
2.13(b).                                                                        

Section 2.14 Non-Receipt of Funds by the Administrative Agent.        

    (a) Unless the Administrative Agent shall have been notified in writing by
a Lender prior to the date a Loan is to be made by such Lender (which notice    
shall be effective upon receipt) that such Lender does not intend to make the   
proceeds of such Loan available to the Administrative Agent, the Administrative 
Agent may assume that such Lender has made such proceeds available to the       
Administrative Agent on such date, and the Administrative Agent may in reliance 
upon such assumption (but shall not be required to) make available to the       
Borrower a corresponding amount. If such corresponding amount is not in fact    
made available to the Administrative Agent, the Administrative Agent shall be   
able to recover such corresponding amount from such Lender. If such Lender does 
not pay such corresponding amount forthwith upon the Administrative Agent's     
demand therefor, in accordance with the terms hereof, the Administrative Agent  
will promptly notify the Borrower, and the Borrower shall immediately pay such  
corresponding amount to the Administrative Agent. The Administrative Agent shall
also be entitled to recover from the Lender or the Borrower, as the case may be,
interest on such corresponding amount in respect of each day from the date such 
corresponding amount was made available by the Administrative Agent to the      
Borrower to the date such corresponding amount is recovered by the              
Administrative Agent at a per annum rate equal to (i) from the Borrower at the  
applicable rate for the applicable borrowing pursuant to the Notice of Borrowing
and (ii) from a Lender at the Federal Funds Effective Rate.                     

    (b) Unless the Administrative Agent shall have been notified in writing by
the Borrower, prior to the date on which any payment is due from it hereunder   
(which notice shall be effective upon receipt) that the Borrower does not intend
to make such payment, the Administrative Agent may assume that the Borrower has 
made such payment when due, and the Administrative Agent may in reliance upon   
such assumption (but shall not be required to) make available to each Lender on 
such payment date an amount equal to the portion of such assumed payment to     
which such Lender is entitled hereunder, and if the Borrower has not in fact    
made such payment to the Administrative Agent, such Lender shall, on demand,    
repay to the                                                                    

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Administrative Agent the amount made available to such Lender. If such amount is
repaid to the Administrative Agent on a date after the date such amount was made
available to such Lender, such Lender shall pay to the Administrative Agent on  
demand interest on such amount in respect of each day from the date such amount 
was made available by the Administrative Agent to such Lender to the date such  
amount is recovered by the Administrative Agent at a per annum rate equal to the
Federal Funds Effective Rate.                                                   

    (c) A certificate of the Administrative Agent submitted to the Borrower or
any Lender with respect to any amount owing under this Section 2.14 shall be    
conclusive in the absence of manifest error. The Administrative Agent shall, at 
the request of the Borrower, deliver to the Borrower a statement showing the    
computations used by the Administrative Agent in determining any interest rate. 

Section 2.15 Inability to Determine Interest Rate.                    

  Notwithstanding any other provision of this Credit Agreement, if (i) the
Administrative Agent shall reasonably determine (which determination shall be   
conclusive and binding absent manifest error) that, by reason of circumstances  
affecting the relevant market, reasonable and adequate means do not exist for   
ascertaining LIBOR for such Interest Period, or (ii) the Required Lenders shall 
reasonably determine (which determination shall be conclusive and binding absent
manifest error) that the LIBOR Rate does not adequately and fairly reflect the  
cost to such Lenders of funding LIBOR Rate Loans that the Borrower has requested
be outstanding as a LIBOR Tranche during such Interest Period, the              
Administrative Agent shall forthwith give telephone notice of such              
determination, confirmed in writing, to the Borrower, and the Lenders at least  
two Business Days prior to the first day of such Interest Period. Unless the    
Borrower shall have notified the Administrative Agent upon receipt of such      
telephone notice that they wish to rescind or modify their request regarding    
such LIBOR Rate Loans, any Loans that were requested to be made as LIBOR Rate   
Loans shall be made as Alternate Base Rate Loans and any Loans that were        
requested to be converted into or continued as LIBOR Rate Loans shall remain as 
or be converted into Alternate Base Rate Loans. Until any such notice has been  
withdrawn by the Administrative Agent, no further Loans shall be made as,       
continued as, or converted into, LIBOR Rate Loans for the Interest Periods so   
affected.                                                                       

Section 2.16 Illegality.                                              

Notwithstanding any other provision of this Credit Agreement, if the  
adoption of or any change in any Requirement of Law or in the interpretation or 
application thereof by the relevant Governmental Authority to any Lender shall  
make it unlawful for such Lender or its LIBOR Lending Office to make or maintain
LIBOR Rate Loans as contemplated by this Credit Agreement or to obtain in the   
interbank eurodollar market through its LIBOR Lending Office the funds with     
which to make such Loans, (a) such Lender shall promptly notify the             
Administrative Agent and the Borrower thereof, (b) the commitment of such Lender
hereunder to make LIBOR Rate Loans or continue LIBOR Rate Loans as such shall   
forthwith be suspended until the Administrative Agent shall give notice that the
condition or situation which gave rise to the suspension shall no longer exist, 
and (c) such Lender's Loans then outstanding as LIBOR Rate Loans, if any, shall 
be converted on the last day of the Interest Period for such Loans or within    

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such earlier period as required by law as Alternate Base Rate Loans. The        
Borrower hereby agrees to promptly pay any Lender, upon its demand, any         
additional amounts necessary to compensate such Lender for actual and direct    
costs (but not including anticipated profits) reasonably incurred by such Lender
in making any repayment in accordance with this Section including, but not      
limited to, any interest or fees payable by such Lender to lenders of funds     
obtained by it in order to make or maintain its LIBOR Rate Loans hereunder. A   
certificate (which certificate shall include a description of the basis for the 
computation) as to any additional amounts payable pursuant to this Section      
submitted by such Lender, through the Administrative Agent, to the Borrower     
shall be conclusive in the absence of manifest error. Each Lender agrees to use 
reasonable efforts (including reasonable efforts to change its LIBOR Lending    
Office) to avoid or to minimize any amounts which may otherwise be payable      
pursuant to this Section; provided, however, that such efforts shall not cause  
the imposition on such Lender of any additional costs or legal or regulatory    
burdens deemed by such Lender in its sole discretion to be material.            

Section 2.17 Requirements of Law.                                     

  (a) If the adoption of or any change in any Requirement of Law or in the
interpretation or application thereof or compliance by any Lender with any      
request or directive (whether or not having the force of law) from any central  
bank or other Governmental Authority made subsequent to the date hereof:        

        (i) shall subject such Lender to any tax of any kind whatsoever with
  respect to any Letter of Credit or any application relating thereto, any
    LIBOR Rate Loan made by it, or change the basis of taxation of payments to
such Lender in respect thereof (except for tax on or determined by    
   reference to the overall net income or profits of such Lender and changes
in the rate of such tax);                                             

     (ii) shall impose, modify or hold applicable any reserve, special
 deposit, compulsory loan or similar requirement against assets held by,
    deposits or other liabilities in or for the account of, advances, loans or
  other extensions of credit by, or any other acquisition of funds by, any
    office of such Lender which is not otherwise included in the determination
of the LIBOR Rate hereunder; or                                       

(iii) shall impose on such Lender any other condition;      

and the result of any of the foregoing is to increase the cost to such
Lender of making or maintaining LIBOR Rate Loans or the Letters of Credit or to 
reduce any amount receivable hereunder or under any Note, then, in any such     
case, the Borrower shall promptly pay such Lender, upon its demand, any         
additional amounts necessary to compensate such Lender for such additional cost 
or reduced amount receivable which such Lender reasonably deems to be material  
as determined by such Lender with respect to its LIBOR Rate Loans or Letters of 
Credit. A certificate (which certificate shall include a description of the     
basis for the computation) as to any additional amounts payable pursuant to this
Section submitted by such Lender, through the Administrative Agent, to the      
Borrower shall be conclusive in the absence of manifest error. Each Lender      
agrees to use reasonable efforts (including reasonable efforts to change its    

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Domestic Lending Office or LIBOR Lending Office, as the case may be) to avoid or
to minimize any amounts which might otherwise be payable pursuant to this       
Section; provided, however, that such efforts shall not cause the imposition on 
such Lender of any additional costs or legal or regulatory burdens deemed by    
such Lender to be material.                                                     

    (b) If any Lender shall have reasonably determined that the adoption of or
any change in any Requirement of Law regarding capital adequacy or in the       
interpretation or application thereof or compliance by such Lender or any       
corporation controlling such Lender with any request or directive regarding     
capital adequacy (whether or not having the force of law) from any central bank 
or Governmental Authority made subsequent to the date hereof does or shall have 
the effect of reducing the rate of return on such Lender's or such corporation's
capital as a consequence of its obligations hereunder to a level below that     
which such Lender or such corporation could have achieved but for such adoption,
change or compliance (taking into consideration such Lender's or such           
corporation's policies with respect to capital adequacy) by an amount reasonably
deemed by such Lender to be material, then from time to time, within fifteen    
(15) days after demand by such Lender, the Borrower shall pay to such Lender    
such additional amount as shall be certified by such Lender as being required to
compensate it for such reduction. Such a certificate as to any additional       
amounts payable under this Section submitted by a Lender (which certificate     
shall include a description of the basis for the computation), through the      
Administrative Agent, to the Borrower shall be conclusive absent manifest error.

  (c) The agreements in this Section 2.17 shall survive the termination of
this Credit Agreement and payment of the Notes and all other amounts payable    
hereunder.                                                                      

Section 2.18 Indemnity.                                               

     The Borrower hereby agrees to indemnify each Lender and to hold such Lender
harmless from any funding loss or expense which such Lender may sustain or incur
as a consequence of (a) default by the Borrower in payment of the principal     
amount of or interest on any Loan by such Lender in accordance with the terms   
hereof, (b) default by the Borrower in accepting a borrowing after the Borrower 
has given a notice in accordance with the terms hereof, (c) default by the      
Borrower in making any prepayment after the Borrower has given a notice in      
accordance with the terms hereof, and/or (d) the making by the Borrower of a    
prepayment of a Loan, or the conversion thereof, on a day which is not the last 
day of the Interest Period with respect thereto, in each case including, but not
limited to, any such loss or expense arising from interest or fees payable by   
such Lender to lenders of funds obtained by it in order to maintain its Loans   
hereunder. A certificate as to any additional amounts payable pursuant to this  
Section (which certificate shall include a description of the basis for the     
computation) submitted by any Lender, through the Administrative Agent, to the  
Borrower (which certificate must be delivered to the Administrative Agent within
thirty days following such default, prepayment or conversion) shall be          
conclusive in the absence of manifest error. The agreements in this Section     
shall survive termination of this Credit Agreement and payment of the Notes and 
all other amounts payable hereunder.                                            

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Section 2.19 Taxes.                                                   

     (a) All payments made by the Borrower hereunder or under any Note shall be,
except as provided in Section 2.19(b), made free and clear of, and without      
deduction or withholding for, any present or future taxes, levies, imposts,     
duties, fees, assessments or other charges of whatever nature now or hereafter  
imposed by any Governmental Authority or by any political subdivision or taxing 
authority thereof or therein with respect to such payments (but excluding any   
tax imposed on or measured by the net income or profits of a Lender pursuant to 
the laws of (i) the jurisdiction in which it is organized, (ii) the jurisdiction
in which the principal office or applicable lending office of such Lender is    
located or any subdivision thereof or therein or (iii) a jurisdiction in which a
Lender is deemed to be doing business and all interest, penalties or similar    
liabilities with respect thereto (all such non-excluded taxes, levies, imposts, 
duties, fees, assessments or other charges being referred to collectively as    
"Taxes"). If any Taxes are so levied or imposed, the Borrower agrees to pay the 
full amount of such Taxes, and such additional amounts as may be necessary so   
that every payment of all amounts due under this Credit Agreement or under any  
Note, after withholding or deduction for or on account of any Taxes, will not be
less than the amount provided for herein or in such Note. The Borrower will     
furnish to the Administrative Agent as soon as practicable after the date the   
payment of any Taxes is due pursuant to applicable law certified copies (to the 
extent reasonably available and required by law) of tax receipts evidencing such
payment by the Borrower. The Borrower agrees to indemnify and hold harmless each
Lender, and reimburse such Lender upon its written request, for the amount of   
any Taxes so levied or imposed and paid by such Lender.                         

     (b) Each Lender that is not a United States person (as such term is defined
in Section 7701(a)(30) of the Code) agrees to deliver to the Borrower and the   
Administrative Agent on or prior to the Closing Date, or in the case of a Lender
that is an assignee or transferee of an interest under this Credit Agreement    
pursuant to Section 9.6(d) (unless the respective Lender was already a Lender   
hereunder immediately prior to such assignment or transfer), on the date of such
assignment or transfer to such Lender, (i) if the Lender is a "bank" within the 
meaning of Section 881(c)(3)(A) of the Code, two accurate and complete original 
signed copies of Internal Revenue Service Form W-8BEN or W-8ECI (or successor   
forms) certifying such Lender's entitlement to a complete exemption from United 
States withholding tax with respect to payments to be made under this Credit    
Agreement and under any Note, or (ii) if the Lender is not a "bank" within the  
meaning of Section 881(c)(3)(A) of the Code, either Internal Revenue Service    
Form W-8BEN or W-8ECI as set forth in clause (i) above, or (x) a certificate    
substantially in the form of Schedule 2.19 (any such certificate, a "2.19       
Certificate") and (y) two accurate and complete original signed copies of       
Internal Revenue Service Form W-8 (or successor form) certifying such Lender's  
entitlement to an exemption from United States withholding tax with respect to  
payments of interest to be made under this Credit Agreement and under any Note. 
In addition, each Lender agrees that it will deliver upon the Borrower's request
updated versions of the foregoing, as applicable, whenever the previous         
certification has become obsolete or inaccurate in any material respect,        
together with such other forms as may be required in order to confirm or        
establish the entitlement of such Lender to a continued exemption from or       
reduction in United States withholding tax with respect to payments under this  
Credit Agreement and any Note. Notwithstanding anything to the contrary         
contained in Section 2.19(a), but subject to the immediately succeeding         
sentence, (x) the Borrower shall be entitled, to the extent it is               

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required to do so by law, to deduct or withhold Taxes imposed by the United     
States (or any political subdivision or taxing authority thereof or therein)    
from interest, fees or other amounts payable hereunder for the account of any   
Lender which is not a United States person (as such term is defined in Section  
7701(a)(30) of the Code) for U.S. Federal income tax purposes to the extent that
such Lender has not provided to the Borrower U.S. Internal Revenue Service Forms
that establish a complete exemption from such deduction or withholding and (y)  
the Borrower shall not be obligated pursuant to Section 2.19(a) hereof to       
gross-up payments to be made to a Lender in respect of Taxes imposed by the     
United States if (I) such Lender has not provided to the Borrower the Internal  
Revenue Service Forms required to be provided to the Borrower pursuant to this  
Section 2.19(b) or (II) in the case of a payment, other than interest, to a     
Lender described in clause (ii) above, to the extent that such Forms do not     
establish a complete exemption from withholding of such Taxes. Notwithstanding  
anything to the contrary contained in the preceding sentence or elsewhere in    
this Section 2.19, the Borrower agrees to pay additional amounts and to         
indemnify each Lender in the manner set forth in Section 2.19(a) (without regard
to the identity of the jurisdiction requiring the deduction or withholding) in  
respect of any amounts deducted or withheld by it as described in the           
immediately preceding sentence as a result of any changes after the Closing Date
in any applicable law, treaty, governmental rule, regulation, guideline or      
order, or in the interpretation thereof, relating to the deducting or           
withholding of Taxes.                                                           

(c) Each Lender agrees to use reasonable efforts (including reasonable
efforts to change its Domestic Lending Office or LIBOR Lending Office, as the   
case may be) to avoid or to minimize any amounts which might otherwise be       
payable pursuant to this Section; provided, however, that such efforts shall not
cause the imposition on such Lender of any additional costs or legal or         
regulatory burdens deemed by such Lender in its sole discretion to be material. 

 (d) If the Borrower pays any additional amount pursuant to this Section
2.19 with respect to a Lender, such Lender shall use reasonable efforts to      
obtain a refund of tax or credit against its tax liabilities on account of such 
payment; provided that such Lender shall have no obligation to use such         
reasonable efforts if either (i) it is in an excess foreign tax credit position 
or (ii) it believes in good faith, in its sole discretion, that claiming a      
refund or credit would cause adverse tax consequences to it. In the event that  
such Lender receives such a refund or credit, such Lender shall pay to the      
Borrower an amount that such Lender reasonably determines is equal to the net   
tax benefit obtained by such Lender as a result of such payment by the Borrower.
In the event that no refund or credit is obtained with respect to the Borrower's
payments to such Lender pursuant to this Section 2.19, then such Lender shall   
upon request provide a certification that such Lender has not received a refund 
or credit for such payments. Nothing contained in this Section 2.19(d) shall    
require a Lender to disclose or detail the basis of its calculation of the      
amount of any tax benefit or any other amount or the basis of its determination 
referred to in the proviso to the first sentence of this Section 2.19(d) to the 
Borrower or any other party.                                                    

  (e) The agreements in this Section 2.19 shall survive the termination of
this Credit Agreement and the payment of the Notes and all other amounts payable
hereunder.                                                                      

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Section 2.20 Indemnification; Nature of Issuing Lender's Duties.      

  (a) In addition to its other obligations under Section 2.4, the Borrower
hereby agrees to protect, indemnify, pay and save each Issuing Lender harmless  
from and against any and all claims, demands, liabilities, damages, losses,     
costs, charges and expenses (including reasonable attorneys' fees) that the     
Issuing Lender may incur or be subject to as a consequence, direct or indirect, 
of (i) the issuance of any Letter of Credit or (ii) the failure of the Issuing  
Lender to honor a drawing under a Letter of Credit as a result of any act or    
omission, whether rightful or wrongful, of any present or future de jure or de  
facto government or governmental authority (all such acts or omissions, herein  
called "Government Acts").                                                      

(b) As between the Borrower and the Issuing Lender, the Borrower shall
assume all risks of the acts, omissions or misuse of any Letter of Credit by the
beneficiary thereof. The Issuing Lender shall not be responsible: (i) for the   
form, validity, sufficiency, accuracy, genuineness or legal effect of any       
document submitted by any party in connection with the application for and      
issuance of any Letter of Credit, even if it should in fact prove to be in any  
or all respects invalid, insufficient, inaccurate, fraudulent or forged; (ii)   
for the validity or sufficiency of any instrument transferring or assigning or  
purporting to transfer or assign any Letter of Credit or the rights or benefits 
thereunder or proceeds thereof, in whole or in part, that may prove to be       
invalid or ineffective for any reason; (iii) for failure of the beneficiary of a
Letter of Credit to comply fully with conditions required in order to draw upon 
a Letter of Credit; (iv) for errors, omissions, interruptions or delays in      
transmission or delivery of any messages, by mail, cable, telegraph, telex or   
otherwise, whether or not they be in cipher; (v) for errors in interpretation of
technical terms; (vi) for any loss or delay in the transmission or otherwise of 
any document required in order to make a drawing under a Letter of Credit or of 
the proceeds thereof; and (vii) for any consequences arising from causes beyond 
the control of the Issuing Lender, including, without limitation, any Government
Acts. None of the above shall affect, impair, or prevent the vesting of the     
Issuing Lender's rights or powers hereunder.                                    

(c) In furtherance and extension and not in limitation of the specific
provisions hereinabove set forth, any action taken or omitted by the Issuing    
Lender, under or in connection with any Letter of Credit or the related         
certificates, if taken or omitted in good faith, shall not put the Issuing      
Lender under any resulting liability to the Borrower. It is the intention of the
parties that this Credit Agreement shall be construed and applied to protect and
indemnify the Issuing Lender against any and all risks involved in the issuance 
of the Letters of Credit, all of which risks are hereby assumed by the Borrower,
including, without limitation, any and all risks of the acts or omissions,      
whether rightful or wrongful, of any Government Authority. The Issuing Lender   
shall not, in any way, be liable for any failure by the Issuing Lender or anyone
else to pay any drawing under any Letter of Credit as a result of any Government
Acts or any other cause beyond the control of the Issuing Lender.               

 (d) Nothing in this Section 2.20 is intended to limit the reimbursement
obligation of the Borrower contained in Section 2.4(d) hereof. The obligations  
of the Borrower under this Section 2.20 shall survive the termination of this   
Credit Agreement. No act or omissions of any current or prior beneficiary of a  
Letter of Credit shall in any way affect or impair the rights of the Issuing    
Lender to enforce any right, power or benefit under this Credit Agreement.      

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(e) Notwithstanding anything to the contrary contained in this Section
2.20, the Borrower shall have no obligation to indemnify the Issuing Lender in  
respect of any liability incurred by the Issuing Lender arising out of, and the 
Borrower shall retain all rights it may have against the Issuing Lender by      
reason of, the gross negligence or willful misconduct of the Issuing Lender     
(including action not taken by the Issuing Lender), as determined by a court of 
competent jurisdiction.                                                         

 ARTICLE III

REPRESENTATIONS AND WARRANTIES

   To induce the Lenders to enter into this Credit Agreement and to make the
Extensions of Credit herein provided for, the Credit Parties hereby represent   
and warrant to the Administrative Agent and to each Lender that:                

    Section 3.1 Organization; Qualification; Good Standing; Subsidiaries; Etc.

  (a) Organization and Powers. Each Credit Party is a corporation, limited
liability company or partnership duly organized, validly existing and in good   
standing under the laws of its jurisdiction of incorporation or organization as 
specified in Schedule 3.1-1 annexed hereto. Each Credit Party has all requisite 
power and authority to own and operate its properties, to carry on its business 
as now conducted and as proposed to be conducted, to enter into the Credit      
Documents and Related Agreements to which it is a party and to carry out the    
transactions contemplated thereby.                                              

   (b) Qualification and Good Standing. Each Credit Party is qualified to do
business and in good standing in every jurisdiction where its assets are located
and wherever necessary to carry out its business and operations, except in      
jurisdictions where the failure to be so qualified or in good standing has not  
had and will not have a Material Adverse Effect.                                

     (c) Conduct of Business. The Borrower and its Subsidiaries are engaged only
in the businesses permitted to be engaged in pursuant to Section 6.12.          

     (d) Subsidiaries. All of the Subsidiaries of the Borrower as of the Closing
Date are identified in Schedule 3.1-2 annexed hereto, as such Schedule 3.1-2 may
be supplemented from time to time pursuant to the provisions of Section 5.1(p). 
The Capital Stock of each of the Subsidiaries of the Borrower identified in     
Schedule 3.1-2 annexed hereto is duly authorized, validly issued, fully paid and
nonassessable and none of such Capital Stock constitutes Margin Stock. Each of  
the Subsidiaries of the Borrower identified in Schedule 3.1-2 annexed hereto is 
a corporation, limited liability company or partnership duly organized, validly 
existing and in good standing under the laws of its respective jurisdiction of  
incorporation or organization set forth therein, has all requisite power and    
authority to own and operate its properties and to carry on its business as now 
conducted and as proposed to be conducted, and is qualified to do business and  
in good standing in every jurisdiction where its assets are located and wherever
necessary to carry out its business and operations, in each case except where   
failure to be so qualified or in                                                

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good standing or a lack of such power and authority has not had and will not    
have a Material Adverse Effect. Schedule 3.1-2 annexed hereto correctly sets    
forth for the Borrower and each of its Subsidiaries (i) the ownership interest  
of the Borrower and each of its Subsidiaries in each of the Subsidiaries of the 
Borrower identified therein and (ii) the number of issued and outstanding shares
of Capital Stock of each such Subsidiary and the owners thereof.                

Section 3.2 Authorization of Borrowing, Etc.                          

    (a) Authorization of Borrowing. The execution, delivery and performance of
the Credit Documents and the Related Agreements have been duly authorized by all
necessary corporate, limited liability company or partnership action on the part
of each Credit Party that is a party thereto.                                   

(b) No Conflict. The execution, delivery and performance by the Credit
Parties of the Credit Documents and the Related Agreements to which they are    
parties and the consummation of the transactions contemplated by the Credit     
Documents and such Related Agreements do not and will not (i) violate any       
provision of any law or any governmental rule or regulation applicable to the   
Borrower or any of its Subsidiaries, the Certificate or Articles of             
Incorporation or the Bylaws of the Borrower or any of its Subsidiaries or any   
order, judgment or decree of any Governmental Authority binding on the Borrower 
or any of its Subsidiaries, (ii) except as set forth in Schedule 3.2(b),        
conflict with, result in a breach of or constitute (with due notice or lapse of 
time or both) a default under any Contractual Obligation of the Borrower or any 
of its Subsidiaries, (iii) result in or require the creation or imposition of   
any Lien upon any of the properties or assets of the Borrower or any of its     
Subsidiaries (other than any Liens created under any of the Credit Documents in 
favor of the Administrative Agent on behalf of the Lenders), or (iv) require any
approval of stockholders or any approval or consent of any Person under any     
Contractual Obligation of the Borrower or any of its Subsidiaries, except for   
such approvals or consents which will be obtained on or before the Closing Date 
and disclosed on Schedule 3.2(b).                                               

(c) Governmental Consents. The execution, delivery and performance by 
Credit Parties of the Credit Documents and the Related Agreements to which they 
are parties and the consummation of the transactions contemplated by the Credit 
Documents and such Related Agreements do not and will not require any           
registration with, consent or approval of, or notice to, or other action to,    
with or by, any Governmental Authority except for (i) filings and recordings    
required to create or protect the Liens contemplated by the Security Documents  
and (ii) filings required under the federal securities laws disclosing this     
Agreement and the transactions contemplated hereby.                             

     (d) Binding Obligation. Each of the Credit Documents and Related Agreements
has been duly executed and delivered by each Credit Party that is a party       
thereto and is the legally valid and binding obligation of such Credit Party,   
enforceable against such Credit Party in accordance with its respective terms,  
except as may be limited by bankruptcy, insolvency, reorganization, moratorium  
or similar laws relating to or limiting creditors' rights generally or by       
equitable principles relating to enforceability.                                

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    (e) Valid Issuance of Borrower's Capital Stock and the Senior Subordinated
Notes.                                                                          

      (i) Borrower's Capital Stock. The Capital Stock of the Borrower is
    duly and validly issued, fully paid and nonassessable. Except as set forth
   in the Stockholders Agreement, no stockholder of the Borrower has or will
     have any preemptive rights to subscribe for any additional Capital Stock of
     the Borrower. The issuance and sale of the outstanding Capital Stock of the
Borrower either (A) has been registered or qualified under applicable 
federal and state securities laws or (B) is exempt therefrom.         

        (ii) Senior Subordinated Notes. The Borrower had the corporate power
    and authority to issue the Senior Subordinated Notes at the time they were
 issued. The Senior Subordinated Notes are the legally valid and binding
     obligations of the Borrower, enforceable against the Borrower in accordance
with their respective terms, except as may be limited by bankruptcy,  
insolvency, reorganization, moratorium or similar laws relating to or 
     limiting creditors' rights generally or by equitable principles relating to
 enforceability. The subordination provisions of the Senior Subordinated
 Notes are enforceable against the holders thereof and the Loans and all
other monetary Credit Party Obligations are within the definition of  
    "Senior Indebtedness" included in such provisions. The Senior Subordinated
     Notes either (A) have been registered or qualified under applicable federal
and state securities laws or (B) are exempt therefrom.                

Section 3.3 Financial Condition.                                      

The Borrower has heretofore delivered to the Lenders, at the Lenders' 
request, the following financial statements and information: (a) audited        
financial statements of the Borrower and its Subsidiaries for the Fiscal Years  
2000, 2001 and 2002, consisting of balance sheets and the related consolidated  
and consolidating statements of income, stockholders' equity and cash flows for 
such period, (b) unaudited financial statements of the Borrower and its         
Subsidiaries for the fiscal period from September 26, 2002 to the last day of   
the most recent Fiscal Quarter ending prior to the Closing Date for which such  
financial statements are available, consisting of a balance sheet and the       
related consolidated and consolidating statements of income, stockholders'      
equity and cash flows for the period ending on such date, (c) a pro forma       
balance sheet of the Borrower and its Subsidiaries as of December 26, 2002 and  
(d) five-year projections for the Borrower and its Subsidiaries, all in         
reasonable detail and certified by the chief financial officer of the Borrower  
that (i) with respect to the audited and unaudited financial statements, the    
results of their operations and their cash flows for the periods indicated,     
subject to changes resulting from audit and normal year-end adjustments, they   
fairly present the financial condition of the Borrower and its Subsidiaries as  
at the dates indicated and (ii) with respect to the pro forma balance sheet and 
the projections were prepared in good faith based upon, to the best of such     
officer's knowledge, reasonable assumptions. None of the Borrower nor any of its
Subsidiaries has (and will not have following the Closing Date) any Contingent  
Obligation, contingent liability or liability for taxes, long-term lease or     
unusual forward or long-term commitment that is not reflected in the foregoing  
financial statements or the notes thereto and which in any such case is material
and adverse in relation to the business, operations, properties, assets,        
condition (financial or otherwise) or prospects of the Borrower and its         
Subsidiaries, taken as a whole.                                                 

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Section 3.4 No Material Adverse Change; No Restricted Junior Payments.

   Since September 26, 2002, no event or change has occurred that has caused
or evidences, either in any case or in the aggregate, a Material Adverse Effect.
Neither the Borrower nor any of its Subsidiaries has directly or indirectly     
declared, ordered, paid or made, or set apart any sum or property for, any      
Restricted Junior Payment or agreed to do so except as permitted by Section 6.6.

Section 3.5 Title to Properties; Collateral Locations.                

    (a) Title to Properties; Liens. The Borrower and its Subsidiaries have (i)
good, sufficient and legal title to (in the case of fee interests in real       
property), (ii) valid leasehold interests in (in the case of leasehold interests
in real or personal property), or (iii) good title to (in the case of all other 
personal property), all of their respective properties and assets reflected in  
the financial statements referred to in Section 3.3 or in the most recent       
financial statements delivered pursuant to Section 5.1, in each case except for 
assets disposed of since the date of such financial statements in the ordinary  
course of business or as otherwise permitted under Section 6.7. Except as       
permitted by this Agreement, all such properties and assets are free and clear  
of Liens.                                                                       

(b) Real Property. As of the Closing Date, Schedule 3.5 annexed hereto
contains a true, accurate and complete list of (i) all fee properties and (ii)  
all leases, subleases or assignments of leases (together with all amendments,   
modifications, supplements, renewals or extensions of any thereof) affecting    
each Real Property Asset of any Credit Party, regardless of whether such Credit 
Party is the landlord or tenant (whether directly or as an assignee or successor
in interest) under such lease, sublease or assignment. Except as specified in   
Schedule 3.5 annexed hereto, each agreement listed in clause (ii) of the        
immediately preceding sentence is in full force and effect and the Credit       
Parties do not have knowledge of any default that has occurred and is continuing
thereunder which, individually or in the aggregate, could reasonably be expected
to result in a Material Adverse Effect, and each such agreement constitutes the 
legally valid and binding obligation of each applicable Credit Party,           
enforceable against such Credit Party in accordance with its terms, except as   
enforcement may be limited by bankruptcy, insolvency, reorganization, moratorium
or similar laws relating to or limiting creditors' rights generally or by       
equitable principles.                                                           

    (c) Location of Collateral. Set forth in the Perfection Certificate is (i)
a list of all locations where any tangible personal property of the Borrower and
its Subsidiaries is located and (ii) the chief executive office and principal   
place of business of the Borrower and its Subsidiaries as of the Closing Date.  

Section 3.6 Litigation; Adverse Facts.                                

There are no actions, suits, proceedings, arbitrations or governmental
investigations (whether or not purportedly on behalf of the Borrower or any of  
its Subsidiaries) at law or in equity, or before or by any Governmental         
Authority, domestic or foreign (including any Environmental Claims) that are    
pending or, to the knowledge of the Credit Parties, threatened                  

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against or affecting the Borrower or any of its Subsidiaries or any property of 
the Borrower or any of its Subsidiaries and that, individually or in the        
aggregate, could reasonably be expected to result in a Material Adverse Effect. 
Neither the Borrower nor any of its Subsidiaries (a) is in violation of any     
applicable laws (including Environmental Laws) that, individually or in the     
aggregate, could reasonably be expected to result in a Material Adverse Effect, 
or (b) is subject to or in default with respect to any final judgments, writs,  
injunctions, decrees, rules or regulations of any court or any other            
Governmental Authority, domestic or foreign, that, individually or in the       
aggregate, could reasonably be expected to result in a Material Adverse Effect. 

Section 3.7 Financial Condition.                                      

    Except to the extent permitted by Section 5.3, all tax returns and reports
of the Borrower and its Subsidiaries required to be filed by any of them have   
been timely filed, and all taxes shown on such tax returns to be due and payable
and all assessments, fees and other governmental charges upon the Borrower and  
its Subsidiaries and upon their respective properties, assets, income,          
businesses and franchises which are due and payable have been paid prior to     
delinquency. Except as set forth in Schedule 3.7, the Credit Parties know of no 
proposed tax assessment against the Borrower or any of its Subsidiaries which is
not being actively contested by the Borrower or such Subsidiary in good faith   
and by appropriate proceedings; provided that such reserves or other appropriate
provisions, if any, as shall be required in conformity with GAAP shall have been
made or provided therefor.                                                      

Section 3.8 Contractual Obligations; Restrictive Agreements; Material 
Contracts.                                                                      

   (a) Neither the Borrower nor any of its Subsidiaries is in default in the
performance, observance or fulfillment of any of the obligations, covenants or  
conditions contained in any of its Contractual Obligations, and no condition    
exists that, with the giving of notice or the lapse of time or both, would      
constitute such a default, except where the consequences, direct or indirect, of
such default or defaults, if any, would not have a Material Adverse Effect.     

  (b) Neither the Borrower nor any of its Subsidiaries is a party to or is
otherwise subject to any agreements or instruments or any charter or other      
internal restrictions which, individually or in the aggregate, could reasonably 
be expected to result in a Material Adverse Effect.                             

 (c) All Material Contracts are in full force and effect and no material
defaults currently exist thereunder.                                            

Section 3.9 Governmental Regulation.                                  

   Neither the Borrower nor any of its Subsidiaries is subject to regulation
under the Public Utility Holding Company Act of 1935, the Federal Power Act, the
Interstate Commerce Act or the Investment Company Act of 1940 or under any other
federal or state statute or regulation which may limit its ability to incur     
Indebtedness or which may otherwise render all or any portion of the Credit     
Party Obligations unenforceable.                                                

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Section 3.10 Securities Activities.                                   

(a) Neither the Borrower nor any of its Subsidiaries is engaged       
principally, or as one of its important activities, in the business of extending
credit for the purpose of purchasing or carrying any Margin Stock.              

    (b) No part of the proceeds of any Loan hereunder will be used directly or
indirectly for any purpose which violates, or which would be inconsistent with, 
the provisions of Regulation T, U or X of the Board of Governors of the Federal 
Reserve System as now and from time to time hereafter in effect. The Borrower   
and its Subsidiaries taken as a group do not own Margin Stock except as         
identified in the financial statements referred to in Section 3.3 and Section   
5.1 and the aggregate value of all Margin Stock owned by the Borrower and its   
Subsidiaries taken as a group does not exceed 25% of the value of their assets. 

Section 3.11 Employee Benefit Plans.                                  

 (a) The Borrower, each of its Subsidiaries and each of their respective
ERISA Affiliates are in compliance with all applicable provisions and           
requirements of ERISA and the regulations and published interpretations         
thereunder with respect to each Employee Benefit Plan, and have performed all   
their obligations under each Employee Benefit Plan. Each Employee Benefit Plan  
which is intended to qualify under Section 401(a) of the Code is so qualified.  

(b) No ERISA Event has occurred or is reasonably expected to occur.   

     (c) Except to the extent required under Section 4980B of the Code or except
as set forth in Schedule 3.11 annexed hereto, no Employee Benefit Plan provides 
health or welfare benefits (through the purchase of insurance or otherwise) for 
any retired or former employee of the Borrower, any of its Subsidiaries or any  
of their respective ERISA Affiliates.                                           

   (d) As of the most recent valuation date for any Pension Plan, the amount
of unfunded benefit liabilities (as defined in Section 4001(a)(18) of ERISA),   
individually or in the aggregate for all Pension Plans (excluding for purposes  
of such computation any Pension Plans with respect to which assets exceed       
benefit liabilities), does not exceed $1,000,000.                               

  (e) As of the most recent valuation date for each Multiemployer Plan for
which the actuarial report is available, the potential liability of the         
Borrower, its Subsidiaries and their respective ERISA Affiliates for a complete 
withdrawal from such Multiemployer Plan (within the meaning of Section 4203 of  
ERISA), when aggregated with such potential liability for a complete withdrawal 
from all Multiemployer Plans, based on information available pursuant to Section
4221(e) of ERISA, does not exceed $1,000,000.                                   

    (f) No "accumulated funding deficiency" (within the meaning of Section 412
of the Code or Section 302 of ERISA) of $1,000,000 or more has occurred or is   
reasonably expected to occur.                                                   

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Section 3.12 Broker's Fees.                                           

   No broker's or finder's fee or commission will be payable with respect to
this Agreement or any of the transactions contemplated hereby, and the Borrower 
hereby indemnifies the Lenders against, and agrees that it will hold the Lenders
harmless from, any claim, demand or liability for any such broker's or finder's 
fees alleged to have been incurred in connection herewith or therewith and any  
expenses (including reasonable fees, expenses and disbursements of counsel)     
arising in connection with any such claim, demand or liability.                 

Section 3.13 Environmental Protection.                                

Except as set forth in Schedule 3.13 annexed hereto:                  

(a) neither the Borrower nor any of its Subsidiaries nor any of their 
respective Facilities or operations are subject to any outstanding written      
order, consent decree or settlement agreement with any Person relating to (i)   
any Environmental Law, (ii) any Environmental Claim, or (iii) any Hazardous     
Materials Activity that, individually or in the aggregate, could reasonably be  
expected to have a Material Adverse Effect;                                     

(b) neither the Borrower nor any of its Subsidiaries has received any 
letter or request for information under Section 104 of the Comprehensive        
Environmental Response, Compensation, and Liability Act (42 U.S.C. (S) 9604) or 
any comparable state law;                                                       

(c) there are and, to the Credit Parties' knowledge, have been no     
conditions, occurrences, or Hazardous Materials Activities which could          
reasonably be expected to form the basis of an Environmental Claim against the  
Borrower or any of its Subsidiaries that, individually or in the aggregate,     
could reasonably be expected to have a Material Adverse Effect;                 

  (d) each of the Borrower and its Subsidiaries maintains an environmental
management system for its and each of its Subsidiaries' operations that         
demonstrates a commitment to environmental compliance and includes procedures   
for (i) preparing and updating written compliance manuals covering pertinent    
regulatory areas, (ii) tracking changes in applicable Environmental Laws and    
modifying operations to comply with new requirements thereunder, (iii) training 
employees to comply with applicable environmental requirements and updating such
training as necessary, (iv) performing regular internal compliance audits of    
each Facility and ensuring correction of any incidents of non-compliance        
detected by means of such audits, and (v) reviewing the compliance status of    
off-site waste disposal facilities;                                             

(e) compliance with all current or reasonably foreseeable future      
requirements pursuant to or under Environmental Laws will not, individually or  
in the aggregate, have a reasonable possibility of giving rise to a Material    
Adverse Effect.                                                                 

Notwithstanding anything in this Section to the contrary, no event or condition 
has occurred or is occurring with respect to the Borrower or any of its         
Subsidiaries relating to any Environmental Law, any Release of Hazardous        
Materials, or any Hazardous Materials Activity, including any                   

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matter disclosed on Schedule 3.13 annexed hereto, which individually or in the  
aggregate has had or could reasonably be expected to have a Material Adverse    
Effect.                                                                         

Section 3.14 Employee Matters.                                        

There are no collective bargaining agreements or Multiemployer Plans  
covering the employees of the Borrower or any of its Subsidiaries as of the     
Closing Date and none of the Borrower or any of their Subsidiaries (a) has      
suffered any strikes, walkouts, work stoppages or other material labor          
difficulty within the last five years or (b) has knowledge of any potential or  
pending strike, walkout or work stoppage.                                       

Section 3.15 Solvency.                                                

Each Credit Party is and, upon the incurrence of any Credit Party     
Obligations by such Credit Party on any date on which this representation is    
made, will be, Solvent.                                                         

Section 3.16 Matters Relating to Collateral.                          

    (a) Creation, Perfection and Priority of Liens. The execution and delivery
of the Security Documents by the Credit Parties, together with (i) the actions  
taken on or prior to the date hereof pursuant to Sections 4.1(d), 4.1(e), 5.10  
and 5.11 and the filing of any Uniform Commercial Code financing statements and 
PTO filings delivered to the Administrative Agent for filing (but not yet filed)
and the recording of any Mortgages or amendments to Mortgages delivered to the  
Administrative Agent for recording (but not yet recorded), and (ii) the delivery
to the Administrative Agent of any Pledged Collateral will be, upon the due and 
proper completion of such filings and recordings, effective to create or to     
continue in favor of the Administrative Agent for the benefit of the Lenders, as
security for the Credit Party Obligations, a valid and perfected First Priority 
Lien on all of the Collateral, subject to the periodic filing of Uniform        
Commercial Code continuation statements in respect of Uniform Commercial Code   
financing statements filed by or on behalf of the Administrative Agent.         

     (b) Governmental Authorizations. No authorization, approval or other action
by, and no notice to or filing with, any Governmental Authority is required for 
either (i) the pledge or grant by any Credit Party of the Liens purported to be 
created in favor of the Administrative Agent pursuant to any of the Security    
Documents or (ii) the exercise by the Administrative Agent of any rights or     
remedies in respect of any Collateral (whether specifically granted or created  
pursuant to any of the Security Documents or created or provided for by         
applicable law), except for filings or recordings contemplated by Section       
3.16(a) and except as may be required, in connection with the disposition of any
Pledged Collateral, by laws generally affecting the offering and sale of        
securities.                                                                     

   (c) Absence of Third-Party Filings. Except such as may have been filed in
favor of the Administrative Agent as contemplated by Section 3.16(a) or except  
as such may constitute Permitted Encumbrances, (i) no effective Uniform         
Commercial Code financing statement, fixture filing or other instrument similar 
in effect covering all or any part of the Collateral is on file in              

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any filing or recording office and (ii) no effective filing covering all or any 
part of the Intellectual Property is on file in the PTO.                        

  (d) Margin Regulations. The pledge of the Pledged Collateral pursuant to
the Pledge Agreement does not violate Regulation T, U or X of the Board of      
Governors of the Federal Reserve System.                                        

(e) Information Regarding Collateral. All information supplied to the 
Administrative Agent by or on behalf of any Credit Party with respect to any of 
the Collateral (in each case taken as a whole with respect to any particular    
Collateral) is accurate and complete in all material respects.                  

Section 3.17 Related Agreements.                                      

  The Borrower has delivered to the Lenders complete and correct copies of
each Related Agreement and of all exhibits and schedules thereto. Schedule 3.17 
annexed hereto lists all Affiliate Agreements as of the Closing Date. Except as 
set forth in Schedule 3.17 annexed hereto, none of the Related Agreements have  
been amended, amended and restated, supplemented, restated or otherwise modified
on or before the Closing Date since the date any such Related Agreement was     
first entered into.                                                             

Section 3.18 Disclosure.                                              

   No representation or warranty (except with respect to projections and pro
forma financial information that are covered in the next sentence) of the       
Borrower or any of its Subsidiaries contained in any Credit Document or Related 
Agreement or in any other document, certificate or written statement furnished  
to the Lenders by or on behalf of the Borrower or any of its Subsidiaries for   
use in connection with the transactions contemplated by this Agreement contains 
any untrue statement of a material fact or omits to state a material fact (known
to the Borrower or any of its Subsidiaries, in the case of any document not     
furnished by the Borrower and its Subsidiaries) necessary in order to make the  
statements contained herein or therein not misleading in light of the           
circumstances in which the same were made. Any projections and pro forma        
financial information contained in such materials are based upon good faith     
estimates and assumptions believed by the Borrower to be reasonable at the time 
made, it being recognized by the Lenders that such projections as to future     
events are not to be viewed as facts and that actual results during the period  
or periods covered by any such projections may differ from the projected        
results. There are no facts known (or which should upon the reasonable exercise 
of diligence be known) to the Credit Parties (other than matters of a general   
economic nature) that, individually or in the aggregate, could reasonably be    
expected to result in a Material Adverse Effect and that have not been disclosed
herein or in such other documents, certificates and statements furnished to the 
Lenders for use in connection with the transactions contemplated hereby.        

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Section 3.19 Permits.                                                 

Each of the Credit Parties, prior to and after giving effect to the   
transactions contemplated by the Credit Documents and the Related Agreements,   
has such certificates, permits, licenses, franchises, consents, approvals,      
authorizations and clearances that are material to the condition (financial or  
otherwise), business or operations of any Credit Party ("Permits") and is (and  
will be immediately after the consummation of such transactions) in compliance  
in all respects with all applicable laws as are necessary to own, lease or      
operate its properties and to conduct its businesses in the manner as presently 
conducted and to be conducted immediately after the consummation of such        
transactions except where failure to be in compliance could not reasonably be   
expected to result in a Material Adverse Effect, and all such Permits are valid 
and in full force and effect and will be valid and in full force and effect     
immediately upon consummation of such transactions except for those where the   
failure to be valid or in effect could not reasonably be expected to result in a
Material Adverse Effect. Each of the Credit Parties, prior to and after giving  
effect to such transactions, is and will be in compliance in all respects with  
its obligations under such Permits except where failure to be in compliance     
could not reasonably be expected to result in a Material Adverse Effect, and no 
event has occurred that allows, or after notice or lapse of time would allow,   
revocation or termination of such Permits except where such revocation or       
termination could not reasonably be expected to result in a Material Adverse    
Effect.                                                                         

Section 3.20 Indebtedness.                                            

Except as otherwise permitted under Section 6.1 and Section 6.4, the  
Borrower and its Subsidiaries have no Indebtedness.                             

Section 3.21 Intellectual Property.                                   

   Each of the Borrower and its Subsidiaries owns, or has the legal right to
use, all trademarks, tradenames, copyrights, technology, know-how, processes and
other intellectual property necessary for each of them to conduct its business  
as currently conducted. Set forth on Schedule 3.21 is a list of all Intellectual
Property owned by the Borrower and its Subsidiaries. Except as provided on      
Schedule 3.21, no claim has been asserted and is pending by any Person          
challenging or questioning the use of any Intellectual Property of the Borrower 
and its Subsidiaries or the validity or effectiveness of any such Intellectual  
Property, nor do the Borrower or any of its Subsidiaries know of any such claim,
and, to the knowledge of the Borrower and its Subsidiaries, the use of such     
Intellectual Property by the Borrower or any of its Subsidiaries does not       
infringe on the rights of any Person, except for such claims and infringements  
that in the aggregate, could not reasonably be expected to have a Material      
Adverse Effect. Schedule 3.21 may be updated from time to time by the Borrower  
to include new Intellectual Property by giving written notice thereof to the    
Administrative Agent.                                                           

Section 3.22 Investments.                                             

    All Investments of each of the Borrower and its Subsidiaries are Permitted
Investments.                                                                    

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Section 3.23 Tax Shelter Regulations.                                 

   The Borrower does not intend to treat the Loans and the Letters of Credit
and related transactions as being a "reportable transaction" (within the meaning
of Treasury Regulation Section 1.6011-4). In the event the Borrower determines  
to take any action inconsistent with such intention, it will promptly notify the
Administrative Agent thereof. If the Borrower so notifies the Administrative    
Agent, the Borrower acknowledges that one or more of the Lenders may treat its  
Loans, Letters of Credit and Participation Interests in Swingline Loans and     
Letters of Credit as part of a transaction that is subject to Treasury          
Regulation Section 301.6112-1, and such Lender or Lenders, as applicable, will  
maintain the lists and other records required by such Treasury Regulation.      

ARTICLE IV

CONDITIONS PRECEDENT

Section 4.1 Conditions to Closing Date and Initial Loans.             

  This Credit Agreement shall become effective upon, and the obligation of
each Lender to make the initial Revolving Loans, the First Lien Term Loan and   
the Second Lien Term Loan on the Closing Date is subject to, the satisfaction of
the following conditions precedent:                                             

  (a) Execution of Agreement. The Administrative Agent shall have received
(i) counterparts of this Credit Agreement for the Credit Parties, the           
Administrative Agent and each Lender, (ii) for the account of each Revolving    
Lender, FLTL Lender and SLTL Lender, a Revolving Note, First Lien Term Note and 
the Second Lien Term Note, as applicable, (iii) for the account of the Swingline
Lender, the Swingline Note, and (iv) counterparts of the Security Agreement, the
Pledge Agreement, each Mortgage and each other Security Document, in each case  
conforming to the requirements of this Credit Agreement and executed by a duly  
authorized officer of each party thereto                                        

   (b) Authority Documents. The Administrative Agent shall have received the
following, together with a secretary's certificate in substantially the form of 
Schedule 4.1-1 annexed hereto:                                                  

       (i) Certificates of Incorporation; Charter Documents. Copies of the
     certificates of incorporation or other charter documents, as applicable, of
    each Credit Party certified to be true and complete as of a recent date by
  the appropriate governmental authority of the state of its incorporation
  and by a secretary or assistant secretary of such Credit Party as of the
Closing Date to be true and correct and in force and effect as of the 
Closing Date                                                          

        (ii) Resolutions. Copies of resolutions of the board of directors or
  comparable managing body of each Credit Party approving and adopting the
 Credit Documents, the transactions contemplated therein and authorizing
execution and delivery thereof,                                       

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   certified by an officer of such Credit Party as of the Closing Date to be
true and correct and in force and effect as of such date.             

        (iii) Bylaws. A copy of the bylaws or comparable operating agreement
     of each Credit Party certified by an officer of such Credit Party as of the
Closing Date to be true and correct and in force and effect as of such
date.                                                                 

    (iv) Good Standing. Copies of (A) certificates of good standing,
    existence or its equivalent with respect to each Credit Party certified as
   of a recent date by the appropriate governmental authorities of the state
  of incorporation and each other state in which the failure to so qualify
 and be in good standing could reasonably be expected to have a Material
Adverse Effect on the business or operations of the Borrower and its  
   Subsidiaries in such state and (B) to the extent available, a certificate
indicating payment of all corporate franchise taxes certified as of a 
recent date by the appropriate governmental taxing authorities.       

  (v) Incumbency. An incumbency certificate of each Credit Party
   certified by a secretary or assistant secretary to be true and correct as
of the Closing Date.                                                  

     (c) Legal Opinions of Counsel. The Administrative Agent shall have received
opinions of legal counsel for the Credit Parties, dated the Closing Date and    
addressed to the Administrative Agent and the Lenders, which opinions shall     
provide, among other things, that the execution and delivery of the Credit      
Documents by the Credit Parties and the consummation of the transactions        
contemplated thereby will not violate the corporate instruments and material    
agreements of the Credit Parties, and shall otherwise be in form and substance  
acceptable to the Administrative Agent and the Lenders.                         

(d) Personal Property Collateral. The Administrative Agent shall have 
received, in form and substance satisfactory to the Administrative Agent:       

          (i) searches of Uniform Commercial Code filings in the jurisdiction of
     the chief executive office of each Credit Party and each jurisdiction where
    any Collateral is located or where a filing would need to be made in order
    to perfect the Lenders' security interest in the Collateral, copies of the
 financing statements on file in such jurisdictions and evidence that no
Liens exist other than Permitted Liens;                               

          (ii) Uniform Commercial Code financing statements for each appropriate
jurisdiction as is necessary, in the Administrative Agent's sole      
   discretion, to perfect the Lenders' security interests in the Collateral;

        (iii) duly executed consents as are necessary, in the Administrative
   Agent's sole discretion, to perfect the Lenders' security interest in the
Collateral; and                                                       

   (iv) an copy of the Perfection Certificate duly executed by the
Borrower.                                                             

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     (e) Real Property Collateral. The Administrative Agent shall have received,
in form and substance satisfactory to the Administrative Agent, fully executed  
and notarized Mortgage (with appropriate legal descriptions attached) or an     
amendment to an existing Mortgage for each property set forth on Schedule 4.1-2 
(each a "Mortgaged Property") and (ii) to the extent required by the            
Administrative Agent, an opinion of counsel to the applicable Credit Parties for
each State in which a Mortgaged Property is located.                            

     (f) Liability, Casualty, Business Interruption and Environmental Insurance.
The Administrative Agent shall have received copies of insurance policies or    
certificates of insurance evidencing liability, casualty, business interruption 
and environmental insurance meeting the requirements set forth herein or in the 
Security Documents. The Administrative Agent shall be named as loss payee,      
mortgagee and/or additional insured, as its interest may appear, on all such    
insurance policies for the benefit of the Lenders.                              

    (g) Fees. The Administrative Agent and the Lenders shall have received all
fees, if any, owing pursuant to the Fee Letter and Section 2.6.                 

  (h) Litigation. There shall not exist any pending, ongoing or threatened
litigation or investigation affecting or relating (i) to the Credit Parties or  
any of their Subsidiaries, or (ii) this Credit Agreement or the other Credit    
Documents that has not been settled, dismissed, vacated, discharged or          
terminated prior to the Closing Date which, in the case of clause (i), could be 
reasonably expected to have a Material Adverse Effect.                          

   (i) Solvency Certificate. The Administrative Agent shall have received an
officer's certificate for the Credit Parties prepared by the chief financial    
officer of the Borrower as to the financial condition, solvency and related     
matters of the Borrower and of the Credit Parties taken as a whole, in each case
after giving effect to the initial borrowings under the Credit Documents, in    
substantially the form of Schedule 4.1-3 hereto.                                

(j) Account Designation Letter. The Administrative Agent shall have   
received the executed Account Designation Letter in the form of Schedule 1.1(a) 
hereto.                                                                         

  (k) Consents. The Administrative Agent shall have received evidence that
all governmental, shareholder and material third party consents and approvals   
necessary in connection with the financings and other transactions contemplated 
hereby have been obtained and all applicable waiting periods have expired       
without any action being taken by any authority that could restrain, prevent or 
impose any material adverse conditions on such transactions or that could seek  
or threaten any of such transactions.                                           

(l) Compliance with Laws. The financings and other transactions       
contemplated hereby shall be in compliance in all material respects with all    
applicable laws and regulations (including all applicable securities and banking
laws, rules and regulations).                                                   

     (m) Bankruptcy. There shall be no bankruptcy or insolvency proceedings with
respect to any Credit Party.                                                    

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     (n) Material Adverse Effect. No material adverse change shall have occurred
since September 26, 2002 in the business, properties, prospects, operations or  
condition (financial or otherwise) of the Borrower and its Subsidiaries, taken  
as a whole.                                                                     

(o) Financial Statements. The Administrative Agent shall have received
copies of the financial statements referred to in Section 3.3 hereof, each in   
form and substance satisfactory to it.                                          

 (k) Termination of Existing Indebtedness. All existing Indebtedness for
borrowed money of the Credit Parties (other than the Indebtedness under the     
Existing Credit Agreement that will be refinanced pursuant to this Agreement and
Indebtedness permitted by Section 6.1) shall have been repaid in full and       
terminated and all Liens relating thereto shall have been terminated.           

    (r) Officer's Certificates. The Administrative Agent shall have received a
certificate or certificates executed by a responsible officer of the Borrower as
of the Closing Date stating that (i) no action, suit, investigation or          
proceeding is pending, ongoing or, to the knowledge of any Credit Party,        
threatened in any court or before any other Governmental Authority that purports
to affect any Credit Party or any other transaction contemplated by the Credit  
Documents, which action, suit, investigation or proceeding could be reasonably  
expected to have a Material Adverse Effect and (ii) immediately after giving    
effect to this Credit Agreement, the other Credit Documents, and all the        
transactions contemplated therein to occur on such date, (A) no Default or Event
of Default exists, (B) all representations and warranties contained herein and  
in the other Credit Documents are true and correct in all material respects, and
(C) the Credit Parties are in compliance with each of the financial covenants   
set forth in Section 6.6.                                                       

     (s) Additional Matters. All other documents and legal matters in connection
with the transactions contemplated by this Credit Agreement shall be reasonably 
satisfactory in form and substance to the Administrative Agent and its counsel. 

Section 4.2 Conditions to All Extensions of Credit.                   

    The obligation of each Lender to make any Extension of Credit hereunder is
subject to the satisfaction of the following conditions precedent on the date of
making such Extension of Credit:                                                

     (a) Representations and Warranties. The representations and warranties made
by the Credit Parties herein, in the Security Documents or which are contained  
in any certificate furnished at any time under or in connection herewith shall  
be true and correct on and as of the date of such Extension of Credit as if made
on and as of such date except to the extent such representations and warranties 
specifically relate to any earlier date, in which case such representations and 
warranties shall have been true and correct as of such earlier date.            

  (b) No Default or Event of Default. No Default or Event of Default shall
have occurred and be continuing on such date or after giving effect to the      
Extension of Credit to be                                                       

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made on such date unless such Default or Event of Default shall have been waived
in accordance with this Credit Agreement.                                       

 (c) Compliance with Commitments. Immediately after giving effect to the
making of any such Extension of Credit (and the application of the proceeds     
thereof), the sum of outstanding Revolving Loans plus outstanding Swingline     
Loans plus LOC Obligations shall not exceed the Revolving Committed Amount.     

(c) Additional Conditions to Revolving Loans. If a Revolving Loan is  
requested, all conditions set forth in Section 2.1 shall have been satisfied.   

     (d) Additional Conditions to Letters of Credit. If the issuance of a Letter
of Credit is requested, all conditions set forth in Section 2.4 shall have been 
satisfied.                                                                      

(e) Additional Conditions to Swingline Loans. If a Swingline Loan is  
requested, all conditions set forth in Section 2.5 shall have been satisfied.   

     Each request for an Extension of Credit and each acceptance by the Borrower
of any such Extension of Credit shall be deemed to constitute representations   
and warranties by the Borrower as of the date of such Extension of Credit that  
the applicable conditions in paragraphs (a) through (e) of this Section have    
been satisfied.                                                                 

 ARTICLE V

 AFFIRMATIVE COVENANTS

    The Credit Parties hereby covenant and agree that on the Closing Date, and
thereafter for so long as this Credit Agreement is in effect and until the      
Commitments have terminated, no Note remains outstanding and unpaid and the     
Credit Party Obligations (other than inchoate indemnification and reimbursement 
obligations) together with interest, Commitment Fees and all other amounts owing
to the Administrative Agent or any Lender hereunder and under the other Credit  
Documents, are paid in full, the Credit Parties shall, and shall cause each of  
their Subsidiaries, to perform the covenants set forth in this Article V.       

Section 5.1 Financial Statements and Other Reports.                   

     The Borrower will maintain, and cause each of its Subsidiaries to maintain,
a system of accounting established and administered in accordance with sound    
business practices to permit preparation of financial statements in conformity  
with GAAP. The Borrower will deliver to the Administrative Agent and the        
Lenders:                                                                        

 (a) Monthly Financials. As soon as available and in any event within 30
days after the end of each month ending after the Closing Date, the consolidated
balance sheet of the Borrower and its Subsidiaries as at the end of such month  
and the related consolidated statements of income, stockholders' equity and cash
flows of the Borrower and its Subsidiaries for such                             

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month and for the period from the beginning of the then current Fiscal Year to  
the end of such month, setting forth in each case in comparative form the       
corresponding figures for the corresponding periods of the previous Fiscal Year 
and the corresponding figures from the Financial Plan for the current Fiscal    
Year, to the extent prepared on a monthly basis, all in reasonable detail and   
certified by the chief financial officer of the Borrower that they fairly       
present, in all material respects, the financial condition of the Borrower and  
its Subsidiaries as at the dates indicated and the results of their operations  
and their cash flows for the periods indicated, subject to changes resulting    
from audit and normal year-end adjustments;                                     

   (b) Quarterly Financials. As soon as available and in any event within 45
days after the end of each of the first three Fiscal Quarters of each Fiscal    
Year and within 90 days after the end of the fourth Fiscal Quarter of each      
Fiscal Year, (i) the consolidated and consolidating balance sheets of the       
Borrower and its Subsidiaries as at the end of such Fiscal Quarter and the      
related consolidated and consolidating statements of income, stockholders'      
equity and cash flows of the Borrower and its Subsidiaries for such Fiscal      
Quarter and for the period from the beginning of the then current Fiscal Year to
the end of such Fiscal Quarter, setting forth in each case in comparative form  
the corresponding figures for the corresponding periods of the previous Fiscal  
Year and the corresponding figures from the Financial Plan for the current      
Fiscal Year, all in reasonable detail and certified by the chief financial      
officer of the Borrower that they fairly present, in all material respects, the 
financial condition of the Borrower and its Subsidiaries as at the dates        
indicated and the results of their operations and their cash flows for the      
periods indicated, subject to changes resulting from audit and normal year-end  
adjustments, and (ii) a narrative report describing the operations of the       
Borrower and its Subsidiaries in the form prepared for presentation to senior   
management for such Fiscal Quarter and for the period from the beginning of the 
then current Fiscal Year to the end of such Fiscal Quarter;                     

  (c) Year-End Financials. As soon as available and in any event within 90
days after the end of each Fiscal Year, (i) the consolidated and consolidating  
balance sheets of the Borrower and its Subsidiaries as at the end of such Fiscal
Year and the related consolidated and consolidating statements of income,       
stockholders' equity and cash flows of the Borrower and its Subsidiaries for    
such Fiscal Year, setting forth in each case in comparative form the            
corresponding figures for the previous Fiscal Year and the corresponding figures
from the Financial Plan for the Fiscal Year covered by such financial           
statements, all in reasonable detail and certified by the chief financial       
officer of the Borrower that they fairly present, in all material respects, the 
financial condition of the Borrower and its Subsidiaries as at the dates        
indicated and the results of their operations and their cash flows for the      
periods indicated, (ii) a narrative report describing the operations of the     
Borrower and its Subsidiaries in the form prepared for presentation to senior   
management for such Fiscal Year, and (iii) in the case of such consolidated     
financial statements, a report thereon of Deloitte & Touche LLP or other        
independent certified public accountants of recognized national standing        
selected by the Borrower, which report shall be unqualified, shall express no   
doubts about the ability of the Borrower and its Subsidiaries to continue as a  
going concern, and shall state that such consolidated financial statements      
fairly present, in all material respects, the consolidated financial position of
the Borrower and its Subsidiaries as at the dates indicated and the results of  
their operations and their cash flows for the periods indicated in conformity   
with GAAP applied on a basis consistent with prior years (except as otherwise   
disclosed in such financial statements) and that the examination by such        

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accountants in connection with such consolidated financial statements has been  
made in accordance with generally accepted auditing standards;                  

    (d) Officers' and Compliance Certificates. (i) Together with each delivery
of financial statements of the Borrower and its Subsidiaries pursuant to        
subsections (a), (b) and (c) above, an Officers' Certificate of the Borrower    
stating that the signers have reviewed the terms of this Agreement and have     
made, or caused to be made under their supervision, a review in reasonable      
detail of the transactions and condition of the Borrower and its Subsidiaries   
during the accounting period covered by such financial statements and that such 
review has not disclosed the existence during or at the end of such accounting  
period, and that the signers do not have knowledge of the existence as at the   
date of such Officers' Certificate, of any condition or event that constitutes a
Default or an Event of Default, or, if any such condition or event existed or   
exists, specifying the nature and period of existence thereof and what action   
the Borrower has taken, is taking and proposes to take with respect thereto; and
(ii) together with each delivery of financial statements of the Borrower and its
Subsidiaries pursuant to subsections (b) and (c) above, a Compliance Certificate
demonstrating in reasonable detail compliance during and at the end of the      
applicable accounting periods with the negative covenants contained in Article  
VI;                                                                             

    (e) Reconciliation Statements. If, as a result of any change in accounting
principles and policies from those used in the preparation of the audited       
financial statements referred to in Section 3.3, the consolidated financial     
statements of the Borrower and its Subsidiaries delivered pursuant to           
subsections (a), (b), (c) or (m) of this Section 5.1 will differ in any material
respect from the consolidated financial statements that would have been         
delivered pursuant to such subsections had no such change in accounting         
principles and policies been made, then (i) together with the first delivery of 
financial statements pursuant to subsections (a), (b), (c) or (m) of this       
Section 5.1 following such change, consolidated financial statements of the     
Borrower and its Subsidiaries for (A) the current Fiscal Year to the effective  
date of such change and (B) the two full Fiscal Years immediately preceding the 
Fiscal Year in which such change is made, in each case prepared on a pro forma  
basis as if such change had been in effect during such periods, and (ii)        
together with each delivery of financial statements pursuant to subsections (a),
(b), (c) or (m) of this Section 5.1 following such change, a written statement  
of the chief accounting officer or chief financial officer of the Borrower      
setting forth the differences (including any differences that would affect any  
calculations relating to the financial covenants set forth in Section 6.6) which
would have resulted if such financial statements had been prepared without      
giving effect to such change;                                                   

     (f) Accountants' Certification. Together with each delivery of consolidated
financial statements of the Borrower and its Subsidiaries pursuant to subsection
(c) above, a written statement by the independent certified public accountants  
giving the report thereon (i) stating that their audit examination has included 
a review of the terms of this Agreement and the other Credit Documents as they  
relate to accounting matters, (ii) stating whether, in connection with their    
audit examination, any condition or event that constitutes a Default or an Event
of Default has come to their attention and, if such a condition or event has    
come to their attention, specifying the nature and period of existence thereof; 
provided that such accountants shall not be liable by reason of any failure to  
obtain knowledge of any such Default or Event of Default that would not be      
disclosed in the course of their audit examination, and (iii) stating that based
on                                                                              

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their audit examination nothing has come to their attention that causes them to 
believe either or both that the information contained in the certificates       
delivered therewith pursuant to subsection (d) above is not correct or that the 
matters set forth in the Compliance Certificates delivered therewith pursuant to
clause (ii) of subsection (d) above for the applicable Fiscal Year are not      
stated in accordance with the terms of this Agreement;                          

    (g) Accountants' Reports. Promptly upon receipt thereof (unless restricted
by applicable professional standards), copies of all reports submitted to the   
Borrower by independent certified public accountants in connection with each    
annual, interim or special audit of the financial statements of the Borrower and
its Subsidiaries made by such accountants, including any comment letter         
submitted by such accountants to management in connection with their annual     
audit;                                                                          

     (h) SEC Filings and Press Releases. Promptly upon their becoming available,
copies of (i) all financial statements, reports, notices and proxy statements   
sent or made available generally by the Borrower to its security holders or by  
any Subsidiary of the Borrower to its security holders other than the Borrower  
or another Subsidiary of the Borrower, (ii) all regular and periodic reports and
all registration statements (other than on Form S-8 or a similar form) and      
prospectuses, if any, filed by the Borrower or any of its Subsidiaries with any 
securities exchange or with the Securities and Exchange Commission or any       
Governmental Authority or private regulatory authority, and (iii) all press     
releases and other statements made available generally by the Borrower or any of
its Subsidiaries to the public concerning material developments in the business 
of the Borrower or any of its Subsidiaries; provided, however, the Borrower     
shall not be required to deliver the foregoing information to (A) the           
Administrative Agent and the Lenders if such information is readily available to
such Persons through an online service such as EDGAR, unless specifically       
required by the Administrative Agent and (B) the Lenders to the extent such     
information has been delivered to the Administrative Agent and the Borrower has 
confirmed that such information has been made available to the Lenders by the   
Administrative Agent through an online service such as IntraLinks or otherwise  
distributed by the Administrative Agent to the Lenders;                         

(i) Events of Default, etc. Promptly (but in any event within two (2) 
Business Days thereof) upon any officer of a Credit Party obtaining knowledge   
(i) of any condition or event that constitutes a Default or an Event of Default,
or becoming aware that any Lender has given any notice (other than to the       
Administrative Agent) or taken any other action with respect to a claimed       
Default or Event of Default, (ii) that any Person has given any notice to the   
Borrower or any of its Subsidiaries or taken any other action with respect to a 
claimed default or event or condition of the type referred to in Section 7.1(b),
(iii) of any condition or event that would be required to be disclosed in a     
current report filed by the Borrower with the Securities and Exchange Commission
on Form 8-K (Items 1, 2, 4, 5 and 6 of such Form as in effect on the date       
hereof) or (iv) of the occurrence of any event or change that has caused or     
evidences, either in any case or in the aggregate, a Material Adverse Effect, an
Officers' Certificate specifying the nature and period of existence of such     
condition, event or change, or specifying the notice given or action taken by   
any such Person and the nature of such claimed Default or Event of Default,     
default, event or condition, and what action the Credit Parties have taken, are 
taking and propose to take with respect thereto;                                

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(j) Litigation or Other Proceedings. Promptly upon any officer of any 
Credit Party obtaining knowledge of (i) the institution of, or non-frivolous    
threat of, any action, suit, proceeding (whether administrative, judicial or    
otherwise), governmental investigation or arbitration against or affecting the  
Borrower or any of its Subsidiaries or any property of the Borrower or any of   
its Subsidiaries (collectively, "Proceedings") not previously disclosed in      
writing by a Credit Party to the Lenders or (ii) any material development in any
Proceeding that, in any case:                                                   

       (A) if adversely determined, has a reasonable possibility of giving
rise to a Material Adverse Effect; or                                 

       (B) seeks to enjoin or otherwise prevent the consummation of, or to
recover any damages or obtain relief as a result of, the transactions 
contemplated hereby;                                                  

written notice thereof together with such other information as may be reasonably
available to the Credit Parties to enable the Lenders and their counsel to      
evaluate such matters;                                                          

(k) ERISA Events. Promptly upon becoming aware of the occurrence of or
forthcoming occurrence of any ERISA Event that could reasonably be expected to  
result in a material liability, a written notice specifying the nature thereof, 
what action the Borrower, any of its Subsidiaries or any of their respective    
ERISA Affiliates has taken, is taking or proposes to take with respect thereto  
and, when known, any action taken or threatened by the Internal Revenue Service,
the Department of Labor or the PBGC with respect thereto;                       

    (l) ERISA Notices. With reasonable promptness, copies of (i) each Schedule
B (Actuarial Information) to the annual report (Form 5500 Series) filed by the  
Borrower, any of its Subsidiaries or any of their respective ERISA Affiliates   
with the Internal Revenue Service with respect to each Pension Plan; (ii) all   
notices received by the Borrower, any of its Subsidiaries or any of their       
respective ERISA Affiliates from a Multiemployer Plan sponsor concerning an     
ERISA Event that could reasonably be expected to result in a material liability;
and (iii) copies of such other documents or governmental reports or filings     
relating to any Employee Benefit Plan as the Administrative Agent shall         
reasonably request;                                                             

    (m) Financial Plans. As soon as practicable and in any event no later than
30 days after the beginning of each Fiscal Year, a consolidated plan and        
financial forecast for such Fiscal Year (the "Financial Plan" for such Fiscal   
Year), including (i) forecasted consolidated balance sheet and forecasted       
consolidated statements of income and cash flows of the Borrower and its        
Subsidiaries for such Fiscal Year, together with an explanation of the          
assumptions on which such forecasts are based, and (ii) such other information  
and projections as any Lender may reasonably request;                           

   (n) Insurance. As soon as practicable and in any event by the last day of
each Fiscal Year, a report in form and substance satisfactory to the            
Administrative Agent outlining all material insurance coverage maintained as of 
the date of such report by the Borrower and its                                 

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Subsidiaries and all material insurance coverage planned to be maintained by the
Borrower and its Subsidiaries in the immediately succeeding Fiscal Year;        

   (o) Board of Directors. With reasonable promptness, written notice of any
change in the Board of Directors of the Borrower;                               

     (p) New Subsidiaries. Promptly upon any Person becoming a Subsidiary of the
Borrower, a written notice setting forth with respect to such Person (a) the    
date on which such Person became a Subsidiary of the Borrower and (b) all of the
data required to be set forth in Schedule 3.1-2 annexed hereto with respect to  
all Subsidiaries of the Borrower (it being understood that such written notice  
shall be deemed to supplement Schedule 3.1-2 annexed hereto for all purposes of 
this Agreement);                                                                

    (q) Material Contracts. Promptly, and in any event within 10 Business Days
after any Material Contract of the Borrower or any of its Subsidiaries is       
terminated or amended in a manner that is materially adverse to the Borrower or 
such Subsidiary, as the case may be, a written statement describing such event  
with copies of such material amendments, and an explanation of any actions being
taken with respect thereto;                                                     

     (r) Uniform Commercial Code Search Report. As promptly as practicable after
the filing by the Administrative Agent of any Uniform Commercial Code financing 
statement pursuant to the terms hereof or the Security Documents, copies of     
completed Uniform Commercial Code searches evidencing the proper filing,        
recording and indexing of all such Uniform Commercial Code financing statement  
and listing all other effective financing statements that name such Credit Party
as debtor, together with copies of all such other financing statements not      
previously delivered to the Administrative Agent by or on behalf of the Borrower
or such Credit Party;                                                           

(s) Collateral Information. Upon the reasonable request of the        
Administrative Agent, the Borrower shall provide to the Administrative Agent (i)
an updated list of all locations of any Collateral and (ii) an updated list of  
any or all of the Intellectual Property of the Borrower and its Subsidiaries.   

  (t) Asset Dispositions, Etc. Within 90 days after the end of each Fiscal
Year of the Borrower, a certificate containing information regarding the amount 
of all Asset Dispositions, Debt Issuances, and Equity Issuances that were made  
during the prior Fiscal Year and amounts received in connection with any        
Recovery Event during the prior Fiscal Year together with a statement           
demonstrating a calculation of Excess Cash Flow;                                

     (u) Environmental Report. As soon as practicable and in any event within 30
days after the end of each Fiscal Year, a management report in form and         
substance satisfactory to the Administrative Agent summarizing the status of any
environmental remediation actions taken by the Borrower and its Subsidiaries    
during the previous Fiscal Year, any reserves established by the Borrower and   
its Subsidiaries with respect to such remediation actions, all expenses incurred
by the Borrower and its Subsidiaries in connection with such remediation actions
and any change to the Borrower's environmental insurance coverage;              

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     (v) Notice of Reportable Transaction Treatment. Promptly after the Borrower
has notified the Administrative Agent of its intention to treat the Loans and   
the Letters of Credit and related transactions as being a "reportable           
transaction" (within the meaning of Treasury Regulation Section 1.6011-4), a    
duly completed copy of IRS Form 8886 or any successor form; and                 

   (w) Other Information. With reasonable promptness, such other information
and data with respect to the Borrower or any of its Subsidiaries as from time to
time may be reasonably requested by any Lender through the Administrative Agent.

Section 5.2 Corporate Existence, Etc.                                 

  Except as permitted under Section 6.7, the Borrower will, and will cause
each of its Subsidiaries to, at all times preserve and keep in full force and   
effect its corporate existence and all rights and franchises material to its    
business; provided, however that neither the Borrower nor any of its            
Subsidiaries shall be required to preserve any such right or franchise if the   
Board of Directors of the Borrower or such Subsidiary shall determine that the  
preservation thereof is no longer desirable in the conduct of the business of   
the Borrower or such Subsidiary, as the case may be, and that the loss thereof  
is not disadvantageous in any material respect to the Borrower, such Subsidiary 
or the Lenders.                                                                 

Section 5.3 Payment of Taxes, Claims and Other Obligations; Tax       
Consolidation.                                                                  

    (a) The Borrower will, and will cause each of its Subsidiaries to, pay all
taxes, assessments and other governmental charges imposed upon it or any of its 
properties or assets or in respect of any of its income, businesses or          
franchises before any penalty accrues thereon, and all claims (including claims 
for labor, services, materials and supplies) for sums that have become due and  
payable and that by law have or may become a Lien upon any of its properties or 
assets, prior to the time when any penalty or fine shall be incurred with       
respect thereto; provided that no such charge or claim need be paid if it is    
being contested in good faith by appropriate proceedings promptly instituted and
diligently conducted, so long as (i) such reserve or other appropriate          
provision, if any, as shall be required in conformity with GAAP shall have been 
made therefor and (ii) in the case of a charge or claim which has or may become 
a Lien against any of the Collateral, such contest proceedings conclusively     
operate to stay the sale of any portion of the Collateral to satisfy such charge
or claim.                                                                       

   (b) The Borrower will not, nor will it permit any of its Subsidiaries to,
file or consent to the filing of any consolidated income tax return with any    
Person (other than the Borrower or any of its Subsidiaries).                    

Section 5.4 Maintenance of Properties; Insurance.                     

  (a) Maintenance of Properties. The Borrower will, and will cause each of
its Subsidiaries to, maintain or cause to be maintained in good repair, working 
order and condition, ordinary wear and tear excepted, all material properties   
used or useful in the business of the                                           

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Borrower and its Subsidiaries (including all Intellectual Property) and from    
time to time will make or cause to be made all appropriate repairs, renewals and
replacements thereof.                                                           

   (b) Insurance. The Borrower will maintain or cause to be maintained, with
financially sound and reputable insurers, such public liability insurance, third
party property damage insurance, business interruption insurance, casualty      
insurance and environmental insurance with respect to liabilities, losses or    
damage in respect of the assets, properties and businesses of the Borrower and  
its Subsidiaries as may customarily be carried or maintained under similar      
circumstances by corporations of established reputation engaged in similar      
businesses, in each case in such amounts (giving effect to self-insurance), with
such deductibles, covering such risks and otherwise on such terms and conditions
as shall be customary for corporations similarly situated in the industry;      
provided that environmental insurance shall not be required for properties in a 
state where any environmental liabilities or losses would be indemnified or     
reimbursed by a trust fund established by such state and such trust fund is     
solvent. Without limiting the generality of the foregoing, the Borrower will    
maintain or cause to be maintained (i) flood insurance with respect to each     
Flood Hazard Property that is located in a community that participates in the   
National Flood Insurance Program, in each case in compliance with any applicable
regulations of the Board of Governors of the Federal Reserve System, and (ii)   
replacement value casualty insurance on the Collateral under such policies of   
insurance, with such insurance companies, in such amounts, with such            
deductibles, and covering such risks as are at all times satisfactory to the    
Administrative Agent in its commercially reasonable judgment. Each such policy  
of insurance shall (A) name the Administrative Agent for the benefit of the     
Lenders as an additional insured thereunder as its interests may appear and (B) 
in the case of each business interruption and casualty insurance policy, contain
a loss payable clause or endorsement, satisfactory in form and substance to the 
Administrative Agent, that names the Administrative Agent for the benefit of the
Lenders as the loss payee or mortgagee thereunder and provides for at least 30  
days prior written notice to the Administrative Agent of any modification or    
cancellation of such policy.                                                    

Section 5.5 Books and Records; Inspection Rights; Lender Meeting.     

 (a) Books and Records; Inspection Rights. The Borrower shall, and shall
cause each of its Subsidiaries, to keep proper books of records and account in  
which complete entries consistent with sound business practices sufficient to   
support the preparation of financial statements conforming with GAAP shall be   
made of its dealings and transactions in relation to its businesses and         
activities. The Borrower shall, and shall cause each of its Subsidiaries to,    
permit any authorized representatives designated by any Lender to visit and     
inspect any of the properties of the Borrower or of any of its Subsidiaries, to 
inspect, copy and take extracts from its and their financial and accounting     
records, and to discuss its and their affairs, finances and accounts with its   
and their officers and independent public accountants (provided that the        
Borrower may, if it so chooses, be present at or participate in any such        
discussion), all upon reasonable notice and at such reasonable times during     
normal business hours and as often as may reasonably be requested.              

(b) Lender Meeting. The Borrower will, upon the request of the        
Administrative Agent or the Required Lenders, participate in a meeting of the   
Administrative Agent and the                                                    

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Lenders once during each Fiscal Year to be held at the Borrower's corporate     
offices (or at such other location as may be agreed to by the Borrower and the  
Administrative Agent) at such time as may be agreed to by the Borrower and the  
Administrative Agent.                                                           

Section 5.6 Compliance with Laws, Etc.                                

The Borrower shall comply, and shall cause each of its Subsidiaries to
comply, with the requirements of all applicable laws, rules, regulations and    
orders of any Governmental Authority (including all Environmental Laws),        
noncompliance with which could reasonably be expected to cause, individually or 
in the aggregate, a Material Adverse Effect.                                    

Section 5.7 Environmental Review and Investigation, Disclosure, Etc.  

  (a) Environmental Review and Investigation. The Borrower agrees that the
Administrative Agent may, from time to time and in its reasonable discretion,   
(i) retain, at the Borrower's expense, an independent professional consultant to
review any environmental audits, investigations, analyses and reports relating  
to Hazardous Materials prepared by or for the Borrower and (ii) in the event (A)
the Administrative Agent reasonably believes that the Borrower has breached any 
representation, warranty or covenant contained in Sections 3.6, 3.13, 5.6, 5.7  
or 5.8 or that there has been a material violation of Environmental Laws at any 
Facility or by the Borrower or any of its Subsidiaries at any other location or 
(B) an Event of Default has occurred and is continuing, subject to the terms of 
any applicable lease, conduct its own investigation of any Facility; provided   
that, in the case of any Facility no longer owned, leased, operated or used by  
the Borrower or any of its Subsidiaries, the Borrower shall only be obligated to
use its best efforts to obtain permission for the Administrative Agent's        
professional consultant to conduct an investigation of such Facility. For       
purposes of conducting such a review and/or investigation, subject to the terms 
of any applicable lease, the Borrower hereby grants to the Administrative Agent 
and its agents, employees, consultants and contractors the right to enter into  
or onto any Facilities currently owned, leased, operated or used by the Borrower
or any of its Subsidiaries and to perform such tests on such property (including
taking samples of soil, groundwater and suspected asbestos-containing materials)
as are reasonably necessary in connection therewith. Any such investigation of  
any Facility shall be conducted, unless otherwise agreed to by the Borrower and 
the Administrative Agent, during normal business hours and, to the extent       
reasonably practicable, shall be conducted so as not to interfere with the      
ongoing operations at such Facility or to cause any damage or loss to any       
property at such Facility. The Borrower and the Administrative Agent hereby     
acknowledge and agree that any report of any investigation conducted at the     
request of the Administrative Agent pursuant to this Section will be obtained   
and shall be used by the Administrative Agent and the Lenders for the purposes  
of the Lenders' internal credit decisions, to monitor and police the Loans and  
to protect the Lenders' security interests created by the Credit Documents. The 
Administrative Agent agrees to deliver a copy of any such report to the Borrower
with the understanding that the Borrower acknowledges and agrees that (1) it    
will indemnify and hold harmless the Administrative Agent and each Lender from  
any costs, losses or liabilities relating to the Borrower's use of or reliance  
on such report, (2) neither the Administrative Agent nor any Lender makes any   
representation or warranty with respect to such report, and (3) by delivering   
such report to the Borrower, neither the Administrative Agent nor any Lender is 
requiring or                                                                    

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recommending the implementation of any suggestions or recommendations contained 
in such report.                                                                 

(b) Environmental Disclosure. The Borrower will deliver to the        
Administrative Agent and the Lenders:                                           

          (i) Environmental Audits and Reports. As soon as practicable following
receipt thereof, copies of all environmental audits, investigations,  
analyses and reports of any kind or character, whether prepared by    
personnel of the Borrower or any of its Subsidiaries or by independent
     consultants, Governmental Authorities or any other Persons, with respect to
     significant environmental matters at any Facility which, individually or in
     the aggregate, could reasonably be expected to result in a Material Adverse
   Effect or with respect to any Environmental Claims which, individually or
in the aggregate, could reasonably be expected to result in a Material
Adverse Effect;                                                       

         (ii) Notice of Certain Releases, Remedial Actions, Etc. Promptly upon
    the occurrence thereof, written notice describing in reasonable detail (A)
any Release required to be reported to any federal, state or local    
   governmental or regulatory agency under any applicable Environmental Laws
    the existence of which has a reasonable possibility of resulting in one or
more Environmental Claims having, individually or in the aggregate, a 
 material adverse effect on the facility or facilities where the Release
  occurred, and (B) any remedial action taken by the Borrower or any other
    Person in response to (1) any Hazardous Materials Activities the existence
of which has a reasonable possibility of resulting in one or more     
   Environmental Claims having, individually or in the aggregate, a material
    adverse effect on the facility or facilities where the Hazardous Materials
    Activities occurred, or (2) any Environmental Claims that, individually or
    in the aggregate, have a reasonable possibility of resulting in a material
 adverse effect on the facility or facilities to which the Environmental
Claims relate;                                                        

          (iii) Written Communications Regarding Environmental Claims, Releases,
     Etc. As soon as practicable following the sending or receipt thereof by the
Borrower or any of its Subsidiaries, a copy of any and all written    
communications with respect to (A) any Environmental Claims that,     
individually or in the aggregate, have a reasonable possibility of    
 resulting in a material adverse effect on the facility or facilities to
which such Environmental Claims relate, (B) any Release required to be
   reported to any federal, state or local governmental or regulatory agency
    the existence of which has a reasonable possibility of resulting in one or
more Environmental Claims having, individually or in the aggregate, a 
material adverse effect on the facility or facilities to which the    
   Environmental Claims relate, and (C) any request for information from any
    governmental agency that suggests such agency is investigating whether the
    Borrower or any of its Subsidiaries may be potentially responsible for any
     Hazardous Materials Activity that, individually or in the aggregate, have a
 reasonable possibility of resulting in a material adverse effect on the
    facility or facilities at which the Hazardous Materials Activity occurred;

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        (iv) Notice of Certain Proposed Actions Having Environmental Impact.
Prompt written notice describing in reasonable detail (A) any proposed
 acquisition of stock, assets, or property by the Borrower or any of its
   Subsidiaries that could reasonably be expected to (1) expose the Borrower
 or any of its Subsidiaries to, or result in, Environmental Claims that,
individually or in the aggregate, have a reasonable possibility of    
 resulting in a material adverse effect on the facility or facilities to
which the Environmental Claims relate or (2) affect the ability of the
  Borrower or any of its Subsidiaries to maintain in full force and effect
   all material Governmental Authorizations required under any Environmental
Laws for their respective operations and (b) any proposed action to be
taken by the Borrower or any of its Subsidiaries to modify current    
 operations in a manner that could reasonably be expected to subject the
    Borrower or any of its Subsidiaries to any material additional obligations
or requirements under any Environmental Laws; and                     

 (v) Other Information. With reasonable promptness, such other
    documents and information as from time to time may be reasonably requested
   by the Administrative Agent in relation to any matters disclosed pursuant
to this Section.                                                      

Section 5.8 Hazardous Materials Activities; Environmental             
Claims/Violations.                                                              

(a) Remedial Actions Relating to Hazardous Materials Activities. The  
Borrower shall, to the extent required by applicable law and orders of          
Governmental authorities having jurisdiction, promptly undertake, and shall     
cause each of its Subsidiaries promptly to undertake, any and all               
investigations, studies, sampling, testing, abatement, cleanup, removal,        
remediation or other response actions necessary to remove, remediate, clean up  
or abate any Hazardous Materials Activity on, under or about any Facility that  
is in violation of any Environmental Laws. In the event the Borrower or any of  
its Subsidiaries undertakes any such action with respect to any Hazardous       
Materials, the Borrower or such Subsidiary shall conduct and complete such      
action in compliance with all applicable Environmental Laws and in accordance   
with the policies, orders and directives of all federal, state and local        
Governmental Authorities except when, and only to the extent that, the          
Borrower's or such Subsidiary's liability with respect to such Hazardous        
Materials Activity is being contested in good faith by the Borrower or such     
Subsidiary.                                                                     

(b) Actions with Respect to Environmental Claims and Violations of    
Environmental Laws. The Borrower shall promptly take, and shall cause each of   
its Subsidiaries promptly to take, any and all actions necessary to (i) cure any
material violation of applicable Environmental Laws by the Borrower or its      
Subsidiaries except when, and only to the extent that, the Borrower's or such   
Subsidiary's liability with respect to such Hazardous Materials Activity is     
being contested in good faith by the Borrower or such Subsidiary and (ii) make  
an appropriate response to any Environmental Claim against the Borrower or any  
of its Subsidiaries and discharge any obligations it may have to any Person     
thereunder.                                                                     

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Section 5.9 Additional Guarantors.                                    

    The Credit Parties will cause each of their Domestic Subsidiaries, whether
newly formed, after acquired or otherwise existing, to promptly (and in any     
event within 30 days (or such longer period of time as agreed to by the         
Administrative Agent) after its formation or acquisition) become a Guarantor    
hereunder by way of execution of a Joinder Agreement. The guaranty obligations  
of any such Additional Credit Party shall be secured by, among other things, the
Collateral (subject to prohibitions on the granting of security interests       
imposed by state gaming laws and regulations with regard to any gaming license  
and related assets used by the Credit Parties) of the Additional Credit Party   
and a pledge of 100% of the Capital Stock or other equity interest of its       
Domestic Subsidiaries and a pledge by the Borrower or other Credit Party which  
is the owner of the Capital Stock or other equity interest in such Subsidiary of
100% of such Capital Stock or other equity interest. The Credit Parties shall   
deliver to the Administrative Agent, together with a Joinder Agreement, (a)     
certified copies of such Additional Credit Party's Certificate or Articles of   
Incorporation, together with a good standing certificate from the Secretary of  
State of the jurisdiction of its incorporation and each other state in which    
such Person is qualified as a foreign corporation to do business and, to the    
extent generally available, a certificate or other evidence of good standing as 
to payment of any applicable franchise or similar taxes from the appropriate    
taxing authority of each of such jurisdictions, each to be dated a recent date  
prior to their delivery to the Administrative Agent, (b) a copy of such         
Additional Credit Party's Bylaws, certified to be in full force and effect by   
its corporate secretary or an assistant secretary as of a recent date prior to  
their delivery to the Administrative Agent, (c) a certificate executed by the   
secretary or an assistant secretary of such Additional Credit Party as to (i)   
the fact that the attached resolutions of the Board of Directors of such        
Additional Credit Party approving and authorizing the execution, delivery and   
performance of the Joinder Agreement are in full force and effect and have not  
been modified or amended and (ii) the incumbency and signatures of the officers 
of such Additional Credit Party executing such Joinder Agreement, and (d) an    
opinion of counsel to such Additional Credit Party, in form and substance       
satisfactory to the Administrative Agent and its counsel, as to (i) the due     
organization and good standing of such Additional Credit Party, (ii) the due    
authorization, execution and delivery by such Additional Credit Party of such   
Joinder Agreement, (iii) the enforceability of such Joinder Agreement against   
such Additional Credit Party, and (iv) such other matters (including matters    
relating to the creation and perfection of Liens in any Collateral pursuant to  
such Joinder Agreement and the Security Documents) as the Administrative Agent  
may reasonably request, all of the foregoing to be satisfactory in form and     
substance to the Administrative Agent and its counsel.                          

Section 5.10 Pledged Assets.                                          

     Each Credit Party will, and will cause each of its Subsidiaries to, grant a
First Priority Lien (subject in each case to Permitted Liens) in favor of the   
Administrative Agent in its real and personal property pursuant to the terms and
conditions of the Security Documents or such other security documents as the    
Administrative Agent shall reasonably request, provided, no Lien shall be       
granted by any Credit Party in favor of the Administrative Agent (a) if any such
security interest is prohibited by applicable state gaming laws and regulations 
with regard to any gaming license and related assets used by such Credit Party  
or (b) on any leasehold interest held by a                                      

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Credit Party in any leased store property. Each Credit Party shall, and shall   
cause each of its Subsidiaries to, adhere to the covenants regarding personal   
property as set forth in the Security Documents.                                

Section 5.11 Matters Relating to Additional Real Property Collateral. 

   (a) Additional Real Property Collateral. From and after the Closing Date,
in the event that (i) the Borrower or any Guarantor acquires any fee interest in
real property or (ii) at the time any Person becomes a Guarantor, such Person   
owns or holds any fee interest in real property, in either case excluding (x)   
any such Real Property Asset the encumbrancing of which requires the consent of 
any applicable then-existing senior lienholder, where the Borrower and its      
Subsidiaries are unable to obtain such senior lienholder's consent or (y) so    
long as no Event of Default shall have occurred and be continuing, any such Real
Property Asset that the Borrower or such Guarantor intends to sell and lease    
back in accordance with Section 6.8 within 270 days of the date of acquisition  
of such Real Property Asset or the date such Person becomes a Guarantor, as the 
case may be (any such non-excluded Real Property Asset described in the         
foregoing clauses (i) or (ii) being an "Additional Mortgaged Property"), the    
Borrower will promptly notify the Administrative Agent of that fact and the     
Borrower or such Guarantor shall deliver to the Administrative Agent, within 30 
days after such Person acquires such Additional Mortgaged Property or becomes a 
Guarantor (or such longer period of time as agreed to by the Administrative     
Agent) or, in the case of any such Real Property Asset which was excluded from  
being an Additional Mortgaged Property pursuant to clause (y) above, and which  
was not sold and leased back within the applicable 270-day period, within 30    
days of the expiration of such 270-day period, as the case may be, the          
following:                                                                      

        (A) Additional Mortgage. A fully executed and notarized Mortgage (an
"Additional Mortgage"), duly recorded in all appropriate places in all
    applicable jurisdictions, encumbering the interest of such Credit Party in
such Additional Mortgaged Property;                                   

(B) Opinions of Counsel. Unless otherwise approved by the   
  Administrative Agent, with respect to each Additional Mortgaged Property
with a fair market value of $2,500,000 or more or which Additional    
Mortgaged Property is located in a jurisdiction as to which the       
    Administrative Agent, the Lenders or their predecessors under the Existing
Credit Agreement have not previously received an opinion as to the    
    enforceability of the form of Mortgage to be executed with respect to such
     Mortgaged Property (1) a favorable opinion of counsel to such Credit Party,
in form and substance satisfactory to the Administrative Agent and its
     counsel, as to the due authorization, execution and delivery by such Credit
Party of such Additional Mortgage and such other matters as the       
    Administrative Agent may reasonably request, and (2) an opinion of counsel
(which counsel shall be reasonably satisfactory to the Administrative 
    Agent) in the state in which such Additional Mortgaged Property is located
     with respect to the enforceability of the form of Additional Mortgage to be
recorded in such states and such other matters (including any matters 
 governed by the laws of such state regarding personal property security
interests in respect of any Collateral) as the Administrative         

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     Agent may reasonably request, in each case in form and substance reasonably
satisfactory to the Administrative Agent;                             

        (C) Title Insurance. Unless otherwise approved by the Administrative
Agent, with respect to each Additional Mortgaged Property with a fair 
 market value of $2,500,000 or more or if any Credit Party is purchasing
  title insurance or is otherwise being provided with title insurance with
respect to such Additional Mortgaged Property, an ALTA mortgagee title
  insurance policy or an unconditional commitment therefor (an "Additional
     Mortgage Policy") with respect to such Additional Mortgaged Property, in an
    amount satisfactory to the Administrative Agent, insuring fee simple title
to such Additional Mortgaged Property vested in such Credit Party and 
   assuring the Administrative Agent that such Additional Mortgage creates a
valid and enforceable First Priority mortgage Lien on such Additional 
Mortgaged Property, subject only to a standard survey exception, which
    Additional Mortgage Policy (1) shall include an endorsement for mechanics'
   liens, for future advances under this Agreement and for any other matters
    reasonably requested by the Administrative Agent and (2) shall provide for
    affirmative insurance and such reinsurance as the Administrative Agent may
   reasonably request, all of the foregoing in form and substance reasonably
satisfactory to the Administrative Agent;                             

     (D) Title Report. Unless otherwise approved by the Administrative
  Agent, a title report issued by a title company with respect thereto, in
    form and substance satisfactory to the Administrative Agent, and copies of
    all recorded documents listed as exceptions to title or otherwise referred
to in such title report;                                              

        (E) Matters Relating to Flood Hazard Properties. (1) Evidence, which
may be in the form of a letter from an insurance broker or a municipal
   engineer, as to (x) whether such Additional Mortgaged Property is a Flood
  Hazard Property and (y) if so, whether the community in which such Flood
     Hazard Property is located is participating in the National Flood Insurance
Program, (2) if such Additional Mortgaged Property is a Flood Hazard  
     Property, such Credit Party's written acknowledgement of receipt of written
notification from the Administrative Agent (x) that such Additional   
 Mortgaged Property is a Flood Hazard Property and (y) as to whether the
   community in which such Flood Hazard Property is located is participating
in the National Flood Insurance Program, and (3) in the event such    
     Additional Mortgaged Property is a Flood Hazard Property that is located in
a community that participates in the National Flood Insurance Program,
    evidence that the Borrower has obtained flood insurance in respect of such
Flood Hazard Property to the extent required under the applicable     
  regulations of the Board of Governors of the Federal Reserve System; and

(F) Environmental Audit. Unless otherwise approved by the   
 Administrative Agent, reports and other information, in form, scope and
substance satisfactory to the Administrative Agent, concerning any    
  environmental hazards or liabilities to which the Borrower or any of its
Subsidiaries may be subject with respect to such Additional Mortgaged 
Property.                                                             

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     (b) Florida Real Property. In the event that the real property securing the
Credit Party Obligations located in the State of Florida increases in value     
after the Closing Date by an amount that the Administrative Agent in the        
exercise of its reasonable discretion deems to be material, then the Borrower   
hereby agrees upon request by the Administrative Agent to amend the Mortgages on
the Florida real property to reflect such increase in value and to pay any      
recording or other real property taxes or fees arising as a result of such      
increased value and the recording of such amendments.                           

Section 5.12 Interest Rate Protection.                                

  At all times after the date which is 90 days after the Closing Date, the
Borrower shall maintain in effect one or more Hedging Agreements with respect to
the Loans, in an aggregate notional principal amount of not less than 50% of the
Term Loans borrowed or outstanding on the Closing Date, each such Hedging       
Agreement to be in form and substance satisfactory to the Administrative Agent  
and with a term of not less than three years after the Closing Date.            

Section 5.13 Use of Proceeds.                                         

The proceeds of the Extensions of Credit shall be used solely by the  
Borrower as follows:                                                            

(a) with respect to the Loans, to (i) refinance certain existing      
indebtedness of the Borrower, (ii) pay fees and expenses in connection with the 
Credit Documents and (iii) provide for working capital and other general        
corporate purposes of the Borrower and its Subsidiaries.                        

(b) the Letters of Credit shall be used only for or in connection with
appeal bonds, reimbursement obligations arising in connection with surety and   
reclamation bonds, reinsurance, domestic or international trade transactions and
obligations not otherwise aforementioned relating to transactions entered into  
by the applicable account party in the ordinary course of business.             

Section 5.14 Post-Closing Covenants.                                  

(a) Mortgages. Within 60 days after the Closing Date (or such extended
period of time as agreed to by the Administrative Agent), the Administrative    
Agent shall have received, in form and substance satisfactory to the            
Administrative Agent, a fully executed and notarized Mortgage (with an          
appropriate legal description attached) for each real property owned by the     
Credit Parties (other than certain real properties that are excluded with the   
consent of the Administrative Agent) with respect to which the Administrative   
Agent has not previously received a Mortgage.                                   

(b) UCC Terminations. Within 90 days after the Closing Date (or such  
extended period of time as agreed to by the Administrative Agent), the          
Administrative Agent shall have received copies of Uniform Commercial Code      
termination statements with respect to all Uniform Commercial Code filings      
naming a Credit Party as debtor and Voicestream Wireless Corp. as secured party.

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Section 5.15 Further Assurances.                                      

   Upon the request of the Administrative Agent promptly perform or cause to
be performed any and all acts and execute or cause to be executed any and all   
documents for filing under the provisions of the Uniform Commercial Code or any 
other Requirement of Law which are necessary or advisable to maintain in favor  
of the Administrative Agent, for the benefit of the Lenders, Liens on the       
Collateral that are duly perfected in accordance with all applicable            
Requirements of Law.                                                            

ARTICLE VI

NEGATIVE COVENANTS

    The Credit Parties hereby covenant and agree that on the Closing Date, and
thereafter for so long as this Credit Agreement is in effect and until the      
Commitments have terminated, no Note remains outstanding and unpaid and the     
Credit Party Obligations (except for inchoate indemnification and reimbursement 
obligations) together with interest, Commitment Fees and all other amounts owing
to the Administrative Agent or any Lender hereunder and under the other Credit  
Documents, are paid in full, the Credit Parties and their Subsidiaries shall be 
subject to the restrictions set forth in this Article VI.                       

Section 6.1 Indebtedness.                                             

  The Borrower shall not, and shall not permit any of its Subsidiaries to,
directly or indirectly, create, incur, assume or guaranty, or otherwise become  
or remain directly or indirectly liable with respect to, any Indebtedness,      
except:                                                                         

 (a) the Credit Parties may become and remain liable with respect to the
Credit Party Obligations;                                                       

 (b) the Borrower and its Subsidiaries may become and remain liable with
respect to Contingent Obligations permitted by Section 6.4 and, upon any matured
obligations actually arising pursuant thereto, the Indebtedness corresponding to
the Contingent Obligations so extinguished;                                     

 (c) the Borrower and its Subsidiaries may become and remain liable with
respect to Indebtedness in respect of Capital Leases and Indebtedness incurred  
in the ordinary course of business to finance the cost of acquisition or the    
cost of construction, improvement or remodeling of an asset used in the business
of the Borrower and its Subsidiaries; provided that (i) the principal amount of 
such Indebtedness does not exceed the sum of 100% of such cost of acquisition   
plus the reasonable fees and expenses incurred in connection therewith, (ii) any
lien or encumbrance securing such Indebtedness is placed on such asset not more 
than 90 days after its acquisition or the completion of construction,           
improvement or remodeling, as the case may be; and (iii) the aggregate amount of
Indebtedness in respect of such Capital Leases and other Indebtedness does not  
exceed $35,000,000 at any time outstanding;                                     

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    (d) the Borrower may become and remain liable with respect to Indebtedness
to any Guarantor, and any Guarantor may become and remain liable with respect to
Indebtedness to the Borrower or any other Guarantor; provided that (i) all such 
intercompany Indebtedness shall be evidenced by promissory notes and such       
promissory notes shall be delivered to the Administrative Agent together with   
such allonges or endorsements as the Administrative Agent may require, (ii) all 
such intercompany Indebtedness owed by the Borrower to any of the Guarantors    
shall be subordinated in right of payment to the payment in full of the Credit  
Party Obligations pursuant to the terms of the applicable promissory notes or an
intercompany subordination agreement, (iii) any payment by any Guarantor under  
the Guaranty shall result in a pro tanto reduction of the amount of any         
intercompany Indebtedness owed by such Guarantor to the Borrower or to any other
Guarantor for whose benefit such payment is made and (iv) notwithstanding any   
other term in this Section 6.1 or in any other Section of the Credit Agreement  
to the contrary, the amount of intercompany Indebtedness owed to R&H Maxxon,    
Inc. and Kangaroo, Inc. and incurred by the Borrower and the other Guarantors   
(if any) after the Closing Date, when combined with the amount of Investments in
R&H Maxxon, Inc. and Kangaroo, Inc. made pursuant to Section 6.3(b), shall not  
exceed $100,000 at any time outstanding;                                        

 (e) the Borrower and its Subsidiaries, as applicable, may remain liable
with respect to Indebtedness described in Schedule 6.1 annexed hereto and       
renewals, refinancings or extensions thereof in a principal amount not in excess
of that outstanding as of the Closing Date and as the date of such renewal,     
refinancing or extension;                                                       

   (f) the Borrower may remain liable with respect to Indebtedness under the
Senior Subordinated Notes and renewals, refinancings or extensions thereof on   
terms similar to the Senior Subordinated Notes and otherwise acceptable to the  
Administrative Agent;                                                           

 (g) the Borrower may become and remain liable with respect to unsecured
subordinated indebtedness in an amount not to exceed $50,000,000, provided that 
(i) the terms and conditions of such subordinated indebtedness shall be the same
as those of the Senior Subordinated Notes or as is otherwise approved by the    
Required Lenders and (ii) after giving effect to the incurrence of such         
Indebtedness and the application of the proceeds thereof, the Borrower is in pro
forma compliance with Section 6.6 and no Event of Default has occurred and is   
continuing or would otherwise arise as a result of the incurrence of the        
Indebtedness; and                                                               

 (h) the Borrower and its Subsidiaries may become and remain liable with
respect to other Indebtedness in an aggregate principal amount not to exceed    
$10,000,000 at any time outstanding.                                            

Section 6.2 Liens and Related Matters.                                

    (a) Prohibition on Liens. The Borrower shall not, and shall not permit any
of its Subsidiaries to, directly or indirectly, create, incur, assume or permit 
to exist any Lien on or with respect to any property or asset of any kind       
(including any document or instrument in respect of goods or accounts           
receivable) of the Borrower or any of its Subsidiaries, whether now owned or    

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hereafter acquired, or any income or profits therefrom, or file or permit the   
filing of, or permit to remain in effect, any financing statement or other      
similar notice of any Lien with respect to any such property, asset, income or  
profits under the Uniform Commercial Code of any State or under any similar     
recording or notice statute, except the following Liens shall be permitted (the 
"Permitted Liens"):                                                             

(i) Permitted Encumbrances;                                 

(ii) Liens granted pursuant to the Security Documents;      

         (iii) Liens existing as of the Closing Date and described in Schedule
 6.2 annexed hereto; provided that (A) no such Lien shall at any time be
extended to cover property or assets other than the property or assets
 subject thereto on the Closing Date and (B) the principal amount of the
Indebtedness secured by such Liens shall not be increased, extended,  
   renewed, refunded or refinanced except as permitted pursuant to the terms
of Section 6.1;                                                       

     (iv) purchase money Liens securing Indebtedness (and refinancings
thereof) permitted under Section 6.1(c);                              

         (v) Cash collateral securing letters of credit (other than Letters of
Credit issued hereunder) in an amount not to exceed $40,000,000; and  

        (vi) other Liens securing Indebtedness in an aggregate amount not to
exceed $5,000,000 at any time outstanding.                            

   (b) Equitable Lien in Favor of the Lenders. If the Borrower or any of its
Subsidiaries shall create or assume any Lien upon any of its properties or      
assets, whether now owned or hereafter acquired, other than Permitted Liens, it 
shall make or cause to be made effective provision whereby the Credit Party     
Obligations will be secured by such Lien equally and ratably with any and all   
other Indebtedness secured thereby as long as any such Indebtedness shall be so 
secured; provided that, notwithstanding the foregoing, this covenant shall not  
be construed as a consent by the Required Lenders to the creation or assumption 
of any such Lien that is not a Permitted Lien.                                  

(c) No Further Negative Pledges. Except with respect to (i) specific  
property encumbered to secure Indebtedness permitted pursuant to the terms of   
Section 6.1(c) or to be sold pursuant to an executed agreement with respect to  
an asset sale permitted pursuant to the terms of Section 6.7, or (ii) subject to
compliance with Section 6.12, prohibitions on Liens imposed by the gaming laws  
and regulations of the state of South Carolina with regard to Global            
Communications, Inc.'s gaming license and assets related to its video poker and 
lottery ticket sales activities in that state, or restrictions imposed by gaming
laws or regulations in other jurisdictions as such laws or regulations affect   
the Borrower's or its Subsidiaries' assets used in their video poker and lottery
ticket sales activities, neither the Borrower nor any of its Subsidiaries shall 
enter into any agreement (other than the Senior Subordinated Note Indenture or  
any other agreement prohibiting only the creation of Liens securing Subordinated

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Indebtedness) prohibiting the creation or assumption of any Lien upon any of its
properties or assets, whether now owned or hereafter acquired.                  

  (d) No Restrictions on Subsidiary Distributions to the Borrower or Other
Subsidiaries. Except as provided herein, the Borrower will not, and will not    
permit any of its Subsidiaries to, create or otherwise cause or suffer to exist 
or become effective any consensual encumbrance or restriction of any kind on the
ability of any such Subsidiary to (i) pay dividends or make any other           
distributions on any of such Subsidiary's Capital Stock owned by the Borrower or
any other Subsidiary of the Borrower, (ii) repay or prepay any Indebtedness owed
by such Subsidiary to the Borrower or any other Subsidiary of the Borrower,     
(iii) make loans or advances to the Borrower or any other Subsidiary of the     
Borrower, or (iv) transfer any of its property or assets to the Borrower or any 
other Subsidiary of the Borrower; provided that the foregoing clause (iv) shall 
not apply to (A) restrictions or conditions imposed by any agreement relating to
secured Indebtedness permitted by this Agreement if such restrictions or        
conditions apply only to the property or assets securing such Indebtedness, (B) 
arising by virtue of any agreement, option or right with respect to the sale or 
transfer of any asset permitted by Section 6.7 and (C) customary provisions in  
leases, licenses or other contracts restricting the assignment, subletting or   
sublicensing or transfer thereof.                                               

Section 6.3 Investments; Joint Ventures.                              

  The Borrower shall not, and shall not permit any of its Subsidiaries to,
directly or indirectly, make, own or hold any Investment in any Person,         
including any Joint Venture, except the following Investments shall be permitted
(the "Permitted Investments"):                                                  

    (a) the Borrower and its Subsidiaries may make and own Investments in Cash
Equivalents;                                                                    

   (b) the Borrower and its Subsidiaries may continue to own the Investments
owned by them as of the Closing Date, and may make additional Investments, in   
any Subsidiaries of the Borrower; provided that, notwithstanding any term in    
this Section 6.3 or in any other Section of this Credit Agreement to the        
contrary, Investments in R&H Maxxon, Inc. and Kangaroo, Inc. made by the        
Borrower and the other Guarantors (if any) after the Closing Date, when combined
with the amount of outstanding intercompany Indebtedness owed to R&H Maxxon,    
Inc. and Kangaroo, Inc. pursuant to Section 6.1(d), shall not exceed $100,000 at
any time outstanding;                                                           

     (c) the Borrower and its Subsidiaries may make intercompany loans permitted
under subsection 6.1(d);                                                        

(d) the Borrower and its Subsidiaries may make Consolidated Capital   
Expenditures permitted by Section 6.6(d);                                       

(e) the Borrower and its Subsidiaries may make and own Investments in 
connection with Permitted Acquisitions made in accordance with Section 6.7(e);  
provided that such Investments shall at all times be Subsidiaries of the        
Borrower;                                                                       

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   (f) the Borrower and its Subsidiaries may continue to own the Investments
owned by them and described in Schedule 6.3 annexed hereto;                     

(g) the Borrower or any of its Subsidiaries may make loans to their   
employees for the purpose of purchasing Capital Stock of the Borrower; provided 
that the aggregate amount of such loans shall not exceed $1,000,000 at any time 
outstanding;                                                                    

  (h) the Credit Parties may enter into Hedging Agreements relating to the
Loans hereunder and other Hedging Agreements entered into in order to manage    
existing or anticipated interest rate, exchange rate or commodity price risks in
the ordinary course of business and not for speculative purposes; and           

     (i) the Borrower and its Subsidiaries may make and own other Investments in
an aggregate amount not to exceed at any time $1,000,000.                       

Section 6.4 Contingent Obligations.                                   

  The Borrower shall not, and shall not permit any of its Subsidiaries to,
directly or indirectly, create or become or remain liable with respect to any   
Contingent Obligation, except:                                                  

    (a) Subsidiaries of the Borrower may become and remain liable with respect
to Contingent Obligations in respect of the Guaranty;                           

(b) the Credit Parties may become and remain liable with respect to   
Contingent Obligations in respect of Letters of Credit, surety bonds issued in  
the ordinary course that are required by applicable law or regulation and       
Hedging Agreements permitted pursuant to Section 6.3(h);                        

 (c) the Borrower and its Subsidiaries may become and remain liable with
respect to Contingent Obligations in respect of customary indemnification and   
purchase price adjustment obligations incurred in connection with asset sales   
permitted pursuant to Section 6.7;                                              

 (d) the Borrower and its Subsidiaries may become and remain liable with
respect to Contingent Obligations under guarantees in the ordinary course of    
business of the obligations of suppliers, customers, franchisees and licensees  
of the Borrower and its Subsidiaries in an aggregate amount not to exceed at any
time $5,000,000;                                                                

 (e) the Borrower and its Subsidiaries, as applicable, may remain liable
with respect to Contingent Obligations described in Schedule 6.4 annexed hereto;

(f) Guarantors may become and remain liable with respect to Contingent
Obligations arising under guaranties of the Senior Subordinated Notes as set    
forth in and to the extent required under the Senior Subordinated Note Indenture
as in effect on the Closing Date;                                               

  (g) the Borrower may become and remain liable with respect to Contingent
Obligations under guarantees in respect of Capital Leases and Operating Leases  
permitted                                                                       

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hereunder that are entered into by the Borrower's Subsidiaries in the ordinary  
course of business or under guarantees in respect of obligations of the         
Borrower's Subsidiaries (other than Indebtedness for borrowed money) permitted  
hereunder that are incurred in the ordinary course of business; and             

 (h) the Borrower and its Subsidiaries may become and remain liable with
respect to other Contingent Obligations; provided that the maximum aggregate    
liability, contingent or otherwise, of the Borrower and its Subsidiaries in     
respect of all such Contingent Obligations shall at no time exceed $10,000,000. 

Section 6.5 Restricted Junior Payments.                               

  The Borrower shall not, and shall not permit any of its Subsidiaries to,
directly or indirectly, declare, order, pay, make or set apart any sum for any  
Restricted Junior Payment; provided that (a) the Borrower may make regularly    
scheduled payments of interest in respect of the Senior Subordinated Notes and  
of any Subordinated Indebtedness issued in accordance with Section 6.1(f) hereof
in accordance with the terms of, and only to the extent required by, and subject
to the subordination provisions contained in, the Senior Subordinated Indenture 
or the indenture pursuant to which such other Subordinated Indebtedness is      
issued, as the case may be, in each case, as such indenture may be amended from 
time to time to the extent permitted under Section 6.13(b), and (b) the Borrower
may make Restricted Junior Payments pursuant to and in accordance with stock    
option plans, stock purchase plans or other benefit plans for management or     
employees of the Borrower or any Subsidiary including the redemption or purchase
of shares of common stock of the Borrower held by former employees of the       
Borrower or any Subsidiary following the termination of their employment, in an 
amount not to exceed $500,000 (plus any amounts received by the Borrower after  
the Closing Date and prior to making such Restricted Junior Payment from the    
issuance of additional shares of its common stock to members of management or   
employees of the Borrower and its Subsidiaries).                                

Section 6.6 Financial Covenants.                                      

  Commencing on the day immediately following the Closing Date, the Credit
Parties shall, and shall cause their Subsidiaries to, comply with the following 
financial covenants:                                                            

(a) Consolidated Pro Forma Leverage Ratio. The Consolidated Pro Forma 
Leverage Ratio, as of the last day of each Fiscal Quarter of the Borrower       
occurring during the periods indicated below, shall be less than or equal to the
following:                                                                      

Period                          Ratio             
----------------------------------------   ------------                         
Closing Date through December 26, 2003    5.00 to 1.00                        
December 27, 2003 through June 24, 2004    4.75 to 1.00                         
June 25, 2004 through March 31, 2005     4.50 to 1.00                       
April 1, 2005 through December 29, 2005    4.25 to 1.00                         
December 30, 2005 through March 30, 2006   4.00 to 1.00                         
March 31, 2006 and thereafter         3.75 to 1.00                    

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     (b) Consolidated Fixed Charge Coverage Ratio. The Consolidated Fixed Charge
Coverage Ratio, as of the last day of each Fiscal Quarter of the Borrower, shall
be greater than or equal to 1.00 to 1.00.                                       

(c) Consolidated Pro Forma EBITDA. As of the last day of each Fiscal  
Quarter of the Borrower occurring during the periods indicated below,           
Consolidated Pro Forma EBITDA for the four Fiscal Quarters ending on such date  
shall be greater than or equal to the amount indicated below:                   

Fiscal Quarter Ending                 Amount                  
----------------------------------------   ------------                         
Closing Date through March 25, 2004      $100,000,000                       
March 26, 2004 through December 30, 2004   $105,000,000                         
December 31, 2004 and thereafter       $110,000,000                     

  (d) Consolidated Capital Expenditures. Consolidated Capital Expenditures
made during any Fiscal Year of the Borrower shall be less than or equal to      
$37,500,000; provided that the foregoing limit shall be increased by the unused 
amount (the "Carry Forward") available for Consolidated Capital Expenditures    
under this Section 6.6(d) for the immediately preceding Fiscal Year (excluding  
any Carry Forward available from any prior Fiscal Year), such Carry Forward not 
to exceed $9,375,000 for any Fiscal Year.                                       

Section 6.7 Restriction on Fundamental Changes, Asset Sales and       
Acquisitions.                                                                   

  The Borrower shall not, and shall not permit any of its Subsidiaries to,
alter the corporate, capital or legal structure of the Borrower or any of its   
Subsidiaries, or enter into any transaction of merger or consolidation, or      
liquidate, wind-up or dissolve itself (or suffer any liquidation or             
dissolution), or convey, sell, lease or sub-lease (as lessor or sublessor),     
transfer or otherwise dispose of, in one transaction or a series of             
transactions, all or any part of its business, property or assets, whether now  
owned or hereafter acquired, or acquire by purchase or otherwise all or         
substantially all the business, property or fixed assets of, or Capital Stock or
other evidence of beneficial ownership of, any Person or any division or line of
business of any Person, except:                                                 

  (a) so long as no Default or Event of Default shall have occurred and be
continuing or shall be caused thereby, (i) any Subsidiary of the Borrower may be
merged with or into the Borrower or any wholly-owned Guarantor, or be           
liquidated, wound up or dissolved, or all or any part of its business, property 
or assets may be conveyed, sold, leased, transferred or otherwise disposed of,  
in one transaction or a series of transactions, to the Borrower or any          
wholly-owned Guarantor and (ii) in connection with any Permitted Acquisition,   
the Borrower or any Guarantor may merge into or consolidate with any other      
Person or permit any other Person to merge into or consolidate with it; provided
that (A) if such merger involves the Borrower, the Borrower shall be the        
continuing or surviving corporation and (B) if such a merger involves a         
wholly-owned Guarantor, such wholly-owned Guarantor shall be the continuing or  
surviving corporation or such continuing or surviving corporation shall be a    
wholly-owned Subsidiary of the Borrower and shall comply with Sections 5.9, 5.10
and 5.11 hereof;                                                                

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   (b) subject to Section 6.7(e), the Borrower and its Subsidiaries may make
Consolidated Capital Expenditures permitted under Section 6.6(d);               

  (c) the Borrower and its Subsidiaries may sell inventory in the ordinary
course of business and dispose of obsolete, worn out or surplus property in the 
ordinary course of business;                                                    

 (d) subject to Section 6.11, the Borrower and its Subsidiaries may make
asset sales not otherwise permitted by this Section 6.7 of (i) assets having a  
fair market value not in excess of $20,000,000 and (ii) sale and leasebacks     
permitted by Section 6.8; provided that (A) the consideration received for such 
assets shall be in an amount at least equal to the fair market value thereof,   
(B) at least 80% of the consideration received shall be Cash and (C) the Net    
Cash Proceeds of such asset sales shall be applied as required by Section       
2.8(b)(ii);                                                                     

 (e) the Borrower or any Subsidiary of the Borrower may make non-hostile
acquisitions (each a "Permitted Acquisition") of assets and businesses          
(including non-hostile acquisitions of the Capital Stock or other equity        
interests of another Person); provided that:                                    

(i) immediately prior to and after giving effect to any such
    acquisition, the Borrower and its Subsidiaries shall be in compliance with
the provisions of Section 6.12 hereof;                                

  (ii) such Person becomes a Subsidiary of the Borrower, or such
business, property or other assets are acquired by the Borrower or a  
Subsidiary of the Borrower;                                           

     (iii) prior to the consummation of such acquisition, the Borrower
    shall deliver to the Administrative Agent (A) an Officers' Certificate (1)
   certifying that no Default or Event of Default under this Agreement shall
then exist or shall occur as a result of such acquisition and (2)     
demonstrating that after giving effect to such acquisition and to all 
   Indebtedness to be incurred or assumed or repaid in connection with or as
     consideration for such acquisition, that the Borrower would be in pro forma
    compliance with the financial covenants referred to in Section 6.6 for the
     four consecutive Fiscal Quarter period ending immediately prior to the date
of the proposed acquisition, (B) a copy of all environmental reports  
  obtained in connection with such acquisition and a copy of the principal
documents (e.g., purchase agreement, merger agreement) related to such
 acquisition, (C) a copy, prepared in conformity with GAAP, of financial
statements of the Person or business so acquired for the immediately  
preceding four consecutive Fiscal Quarter period corresponding to the 
     calculation period for the financial covenants in the immediately preceding
clause (and, if an asset purchase, pro forma financial statements on a
historical basis) and (D) such other information as the Administrative
Agent may reasonably request;                                         

        (iv) the Borrower shall, and shall cause its Subsidiaries to, comply
     with the requirements of Sections 5.9, 5.10 and 5.11 hereof with respect to
such acquisitions; and                                                

         (v) the aggregate consideration (other than consideration in the form
   of Capital Stock) paid by the Borrower and its Subsidiaries in connection
with any such                                                         

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acquisition (including without limitation earn outs or deferred       
     compensation or non-competition arrangements and the amount of Indebtedness
   and other liabilities assumed by the Borrower or any of its Subsidiaries)
shall not exceed $20,000,000.                                         

   (f) the Borrower may amend its Certificate of Incorporation to create and
issue classes or series of preferred stock pursuant thereto; provided that any  
class or series of preferred stock issued under such authorized "blank check"   
preferred stock shall not be Disqualified Capital Stock;                        

    (g) the Borrower may terminate any Hedging Agreement permitted pursuant to
Section 6.3(h); and                                                             

  (h) the Borrower and its Subsidiaries may make transfers of any of their
properties or assets to another Person in transactions in which 80% of the      
consideration received by the transferor consists of properties or assets (other
than Cash) that will be used in the business of the transferor; provided that   
(i) the aggregate fair market value (as determined in good faith by the board of
directors of the Borrower) of the property or assets being transferred by the   
Borrower or such Subsidiary is not greater than the aggregate fair market value 
(as determined in good faith by the board of directors of the Borrower) of the  
property or assets received by the Borrower or such Subsidiary in such exchange,
(ii) the aggregate fair market value (as determined in good faith by the board  
of directors of the Borrower) of all property or assets transferred by the      
Borrower and any of its Subsidiaries in connection with such exchanges in any   
Fiscal Year shall not exceed $20,000,000 and (iii) the terms of any such        
transaction shall be reasonably satisfactory to the Administrative Agent.       

Section 6.8 Sales and Lease-Backs.                                    

  The Borrower shall not, and shall not permit any of its Subsidiaries to,
directly or indirectly, become or remain liable as lessee or as a guarantor or  
other surety with respect to any lease, whether an Operating Lease or a Capital 
Lease, of any property (whether real, personal or mixed), whether now owned or  
hereafter acquired, (a) which the Borrower or any of its Subsidiaries has sold  
or transferred or is to sell or transfer to any other Person (other than the    
Borrower or any of its Subsidiaries) or (b) which the Borrower or any of its    
Subsidiaries intends to use for substantially the same purpose as any other     
property which has been or is to be sold or transferred by the Borrower or any  
of its Subsidiaries to any Person (other than the Borrower or any of its        
Subsidiaries) in connection with such lease; provided that (i) the Borrower and 
its Subsidiaries may remain liable as lessee or as a guarantor or other surety  
with respect to any lease entered into by the Borrower or any such Subsidiary   
prior to the Closing Date and set forth on Schedule 6.8-1 annexed hereto and    
(ii) to the extent such sale and lease-back transaction relates to properties or
assets owned by the Borrower or any of its Subsidiaries as of the Closing Date  
and set forth on Schedule 6.8-2 or acquired by the Borrower or any of its       
Subsidiaries after the Closing Date, the Borrower and its Subsidiaries may      
become liable as lessee, guarantor or other surety with respect to new leases   
that would otherwise be prohibited by this Section 6.8 to the extent that (A)   
such lease, if a Capital Lease, is permitted pursuant to Section 6.1(c), (B) the
consideration received is at least equal to the fair market value of the        
property sold as determined                                                     

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in good faith by the Borrower's Board of Directors, (C) such sale and lease-back
transaction occurs within 270 days of the acquisition or completion of          
construction, improvement or remodeling, as the case may be, of such property or
asset by the Borrower or any of its Subsidiaries; (D) the aggregate amount of   
assets sold pursuant to all sales and lease-backs (excluding the properties     
listed on Schedule 6.8-2) made after the Closing Date shall not exceed          
$20,000,000 and (E) the Net Cash Proceeds derived from the sale and leaseback of
such sold properties or assets owned by the Borrower and its Subsidiaries shall 
be applied in accordance with Section 2.8(b)(ii).                               

Section 6.9 Sale or Discount of Receivables.                          

  The Borrower shall not, and shall not permit any of its Subsidiaries to,
directly or indirectly, sell with recourse, or discount or otherwise sell for   
less than the face value thereof, any of its notes or accounts receivable.      

Section 6.10 Transactions with Shareholders and Affiliates.           

  The Borrower shall not, and shall not permit any of its Subsidiaries to,
directly or indirectly, enter into or permit to exist any transaction (including
the purchase, sale, lease or exchange of any property or the rendering of any   
service) with any holder of 5% or more of any class of Capital Stock of the     
Borrower or with any Affiliate of the Borrower or of any such holder            
(collectively "Related Persons") on terms that are less favorable to the        
Borrower or that Subsidiary, as the case may be, than those that might be       
obtained at the time in an arm's length transaction from Persons who are not    
Related Persons; provided that the foregoing restriction shall not apply to (a) 
any transaction between the Borrower and any of its wholly-owned Subsidiaries or
between any of its wholly-owned Subsidiaries, (b) reasonable and customary fees 
paid to members of the Board of Directors of the Borrower, (c) Affiliate        
Agreements relating to any services (including, without limitation, consulting, 
management, broker or investment banking services) to be provided by Freeman    
Spogli or any of its Affiliates to the Borrower or any of its Subsidiaries as in
effect on the Closing Date or as amended from time to time to the extent        
permitted under Section 6.13, (d) compensation arrangements and benefit plans   
for officers and other employees of the Borrower and its Subsidiaries entered   
into or maintained or established in the ordinary course of business and in     
accordance with historic practices of the Borrower and its Subsidiaries or (e)  
any Investment made in accordance with Section 6.3.                             

Section 6.11 Disposal of Subsidiary Capital Stock; Formation of New   
Subsidiaries.                                                                   

  (a) Disposal of Subsidiary Capital Stock. Except for any sale of 100% of
the Capital Stock of any of its Subsidiaries in compliance with the provisions  
of Section 6.7(d), the Borrower shall not:                                      

         (i) directly or indirectly sell, assign, pledge or otherwise encumber
or dispose of any shares of Capital Stock of any of its Subsidiaries, 
except to qualify directors if required by applicable law; or         

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       (ii) permit any of its Subsidiaries directly or indirectly to sell,
  assign, pledge or otherwise encumber or dispose of any shares of Capital
     Stock of any of its Subsidiaries (including such Subsidiary), except to the
  Borrower, another Subsidiary of the Borrower, or to qualify directors if
required by applicable law.                                           

(b) Formation of New Subsidiaries. The Borrower will not, nor will it 
permit any Subsidiary to, create, form or acquire any Subsidiaries, except for  
Domestic Subsidiaries which are joined as Additional Credit Parties in          
accordance with the terms hereof.                                               

Section 6.12 Conduct of Business.                                     

From and after the Closing Date, the Borrower shall not, and shall not
permit any of its Subsidiaries to, engage in any business other than the        
businesses engaged in by the Borrower and its Subsidiaries on the Closing Date  
and similar or related businesses. The fair market value of the consolidated    
assets utilized by the Borrower and its Subsidiaries in gaming activities and   
the revenue derived by the Borrower and its Subsidiaries from gaming activities 
shall not exceed an amount equal to 4% of the consolidated assets and 4% of the 
consolidated revenues, respectively, of the Borrower and its Subsidiaries.      

Section 6.13 Restrictions on Certain Amendments; Senior Debt Status.  

(a) Amendments or Waivers of Certain Related Agreements. Neither the  
Borrower nor any of its Subsidiaries will agree to any material amendment to, or
waive any of its material rights under, any Related Agreement (other than any   
Related Agreement evidencing or governing any Subordinated Indebtedness) after  
the Closing Date without in each case obtaining the prior written consent of    
Required Lenders to such amendment or waiver.                                   

(b) Amendments of Documents Relating to Subordinated Indebtedness. The
Borrower shall not, and shall not permit any of its Subsidiaries to, amend or   
otherwise change the terms of any Subordinated Indebtedness, or make any payment
consistent with an amendment thereof or change thereto, if the effect of such   
amendment or change is to increase the interest rate on such Subordinated       
Indebtedness, change (to earlier dates) any dates upon which payments of        
principal or interest are due thereon, change any event of default or condition 
to an event of default with respect thereto (other than to eliminate any such   
event of default or increase any grace period related thereto), change the      
redemption, prepayment or defeasance provisions thereof, change the             
subordination provisions thereof (or of any guaranty thereof), or change any    
collateral therefor (other than to release such collateral), or if the effect of
such amendment or change, together with all other amendments or changes made, is
to increase materially the obligations of the obligor thereunder or to confer   
any additional rights on the holders of such Subordinated Indebtedness (or a    
trustee or other representative on their behalf) which would be adverse to the  
Borrower or the Lenders.                                                        

     (c) Designation of "Designated Senior Indebtedness". The Borrower shall not
designate any Indebtedness as "Designated Senior Indebtedness" (as defined in   
the Senior Subordinated Note Indenture or the indenture pursuant to which any   
Subordinated Indebtedness                                                       

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permitted under Section 6.1(f) is issued) for purposes of the Senior            
Subordinated Note Indenture or such other Indenture without the prior written   
consent of Required Lenders.                                                    

 (d) Amendments to Organizational Documents. The Borrower shall not, and
shall not permit any of its Subsidiaries to, amend, modify or change its        
certificate of incorporation, certificate of designation (or corporate charter  
or other similar organizational document) operating agreement or bylaws (or     
other similar document) in any respect that is materially adverse to the        
interests of the Lenders.                                                       

Section 6.14 Fiscal Year.                                             

    No Credit Party shall change its Fiscal Year-end from the last Thursday in
September without the consent of the Administrative Agent.                      

Section 6.15 Management Fees.                                         

The Borrower shall not, nor shall they permit any of its Subsidiaries,
directly or indirectly, to pay any management, consulting or similar fees to any
Affiliate or to any manager, director, officer or employee of the Borrower or   
any of its Subsidiaries.                                                        

Section 6.16 Letters of Credit.                                       

  The maximum amount of all letters of credit issued (including Letters of
Credit issued hereunder) or bankers' acceptances facilities created for the     
account of the Borrower and its Subsidiaries and, without duplication, all      
drafts drawn thereunder (to the extent unreimbursed), shall not exceed          
$50,000,000 in the aggregate at any one time.                                   

 ARTICLE VII

 EVENTS OF DEFAULT

Section 7.1 Events of Default.                                        

     An Event of Default shall exist upon the occurrence of any of the following
specified events (each an "Event of Default"):                                  

(a) Payment Default. Failure by the Borrower to pay any installment of
principal of any Loan when due, whether at stated maturity, by acceleration, by 
notice of voluntary prepayment, by mandatory prepayment or otherwise; failure by
the Borrower to pay when due any amount payable to the Issuing Lender in        
reimbursement of any drawing under a Letter of Credit (it being understood that 
the payment of such amount with the proceeds of Revolving Loans in accordance   
with Section 2.4(d) hereof shall not be a failure by the Borrower to pay when   
due such amount); or failure by the Borrower to pay any interest on any Loan or 
any fee or any other amount due under this Agreement within five days after the 
date due; or                                                                    

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     (b) Defaults in Other Agreements. (i) Failure of the Borrower or any of its
Subsidiaries to pay when due any principal of or interest on or any other amount
payable in respect of one or more items of Indebtedness (other than Indebtedness
referred to in Section 7.1(a)) or Contingent Obligations with an aggregate      
principal amount of $5,000,000 or more, in each case beyond the end of any grace
period provided therefor; or (ii) breach or default by the Borrower or any of   
its Subsidiaries with respect to any other material term of (A) one or more     
items of Indebtedness or Contingent Obligations in the aggregate principal      
amounts referred to in clause (i) above or (B) any loan agreement, mortgage,    
indenture or other agreement relating to such item(s) of Indebtedness or        
Contingent Obligation(s), if the effect of such breach or default is to cause,  
or to permit the holder or holders of such Indebtedness or Contingent           
Obligation(s) or the beneficiary or beneficiaries of such Indebtedness or       
Contingent Obligation(s) (or a trustee or agent on behalf of such holder or     
holders or beneficiary or beneficiaries) to cause, that Indebtedness or         
Contingent Obligation(s) to become or be declared due and payable prior to its  
stated maturity or the stated maturity of any underlying obligation, as the case
may be (upon the giving or receiving of notice, lapse of time, both, or         
otherwise); or                                                                  

(c) Breach of Certain Covenants. Failure of the Borrower to perform or
comply with any term or condition contained in Sections 5.1(d), 5.1(i), 5.13 or 
Article VI of this Agreement; or                                                

  (d) Breach of Representation and Warranty. Any representation, warranty,
certification or other statement made by the Borrower or any of its Subsidiaries
in any Credit Document or in any statement or certificate at any time given by  
the Borrower or any of its Subsidiaries in writing pursuant hereto or thereto or
in connection herewith or therewith shall be false or misleading in any material
respect on the date as of which made or deemed made; or                         

   (e) Other Defaults Under Credit Documents. Any Credit Party shall default
in the performance of or compliance with any term contained in this Agreement or
any of the other Credit Documents, other than any such term referred to in any  
other subsections of this Section, and such default shall not have been remedied
or waived within 30 days after its occurrence; or                               

(f) Involuntary Bankruptcy; Appointment of Receiver, Etc. (i) A court 
having jurisdiction in the premises shall enter a decree or order for relief in 
respect of the Borrower or any of its Subsidiaries in an involuntary case under 
the Bankruptcy Code or under any other applicable bankruptcy, insolvency or     
similar law now or hereafter in effect, which decree or order is not stayed; or 
any other similar relief shall be granted under any applicable federal or state 
law; or (ii) an involuntary case shall be commenced against the Borrower or any 
of its Subsidiaries under the Bankruptcy Code or under any other applicable     
bankruptcy, insolvency or similar law now or hereafter in effect; or a decree or
order of a court having jurisdiction in the premises for the appointment of a   
receiver, liquidator, sequestrator, trustee, custodian or other officer having  
similar powers over the Borrower or any of its Subsidiaries, or over all or a   
substantial part of its property, shall have been entered; or (iii) there shall 
have occurred the involuntary appointment of an interim receiver, trustee or    
other custodian of the Borrower or any of its Subsidiaries for all or a         
substantial part of its property; or a warrant of attachment, execution or      
similar process shall have been issued against any substantial part of the      
property of                                                                     

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the Borrower or any of its Subsidiaries, and any such event described in clause 
(ii) or (iii) shall continue for 60 days unless dismissed, bonded or discharged;
or                                                                              

     (g) Voluntary Bankruptcy; Appointment of Receiver, Etc. (i) The Borrower or
any of its Subsidiaries shall have an order for relief entered with respect to  
it or commence a voluntary case under the Bankruptcy Code or under any other    
applicable bankruptcy, insolvency or similar law now or hereafter in effect, or 
shall consent to the entry of an order for relief in an involuntary case, or to 
the conversion of an involuntary case to a voluntary case, under any such law,  
or shall consent to the appointment of or taking possession by a receiver,      
trustee or other custodian for all or a substantial part of its property; or the
Borrower or any of its Subsidiaries shall make any assignment for the benefit of
creditors; or (ii) the Borrower or any of its Subsidiaries shall be unable, or  
shall fail generally, or shall admit in writing its inability, to pay its debts 
as such debts become due; or (iii) the Board of Directors of the Borrower or any
of its Subsidiaries (or any committee thereof) shall adopt any resolution or    
otherwise authorize any action to approve any of the actions referred to in     
clauses (i) or (ii) above; or                                                   

(h) Judgments and Attachments. Any money judgment, writ or warrant of 
attachment or similar process involving in the aggregate at any time an amount  
in excess of $5,000,000 (not adequately covered by insurance as to which a      
solvent and unaffiliated insurance company has acknowledged coverage) shall be  
entered or filed against the Borrower or any of its Subsidiaries or any of their
respective assets and shall remain undischarged, unvacated, unbonded or unstayed
for a period of 60 days (or in any event later than five days prior to the date 
of any proposed sale thereunder); or                                            

     (i) Dissolution. Any order, judgment or decree shall be entered against the
Borrower or any of its Subsidiaries decreeing the dissolution or split up of the
Borrower or that Subsidiary and such order shall remain undischarged or unstayed
for a period in excess of 30 days; or                                           

(j) Employee Benefit Plans. There shall occur one or more ERISA Events
which individually or in the aggregate results in or might reasonably be        
expected to result in liability of the Borrower, any of its Subsidiaries or any 
of their respective ERISA Affiliates in excess of $1,000,000 during the term of 
this Agreement; or there shall exist an amount of unfunded benefit liabilities  
(as defined in Section 4001(a)(18) of ERISA), individually or in the aggregate  
for all Pension Plans (excluding for purposes of such computation any Pension   
Plans with respect to which assets exceed benefit liabilities), which exceeds   
$1,000,000; or                                                                  

    (k) Change in Control. (i) Any Person or group (within the meaning of Rule
13d-5 of the Exchange Act) other than the Permitted Holders shall beneficially  
own, directly or indirectly, shares of Capital Stock of the Borrower            
representing more than 30% of the aggregate ordinary voting power represented by
the issued and outstanding Capital Stock of the Borrower unless the Permitted   
Holders beneficially own, directly or indirectly, a greater percentage than such
Person or group of the aggregate ordinary voting power represented by the issued
and outstanding Capital Stock of the Borrower; (ii) the Permitted Holders shall 
fail to beneficially own, directly or indirectly, shares of Capital Stock of the
Borrower representing at least 35% of the aggregate ordinary voting power       
represented by the issued and outstanding Capital Stock of the Borrower; (iii)  
occupation of a majority of the seats (other than vacant seats) on the Board of 

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Directors of the Borrower by Persons who are not Continuing Directors; or (iv) a
"Change of Control" as defined in the Senior Subordinated Note Indenture or the 
indenture pursuant to which any Subordinated Indebtedness permitted under       
subsection 6.1(f) is issued shall have occurred; or                             

(l) Invalidity of Guaranty; Failure of Security; Repudiation of Credit
Party Obligations. At any time after the execution and delivery thereof, (i) the
Guaranty for any reason, other than the satisfaction in full of all Credit Party
Obligations, shall cease to be in full force and effect (other than in          
accordance with its terms) or shall be declared to be null and void, (ii) any   
Security Document shall cease to be in full force and effect (other than by     
reason of a release of Collateral thereunder in accordance with the terms hereof
or thereof, the satisfaction in full of the Credit Party Obligations or any     
other termination of such Security Document in accordance with the terms hereof 
or thereof) or shall be declared null and void, or the Administrative Agent     
shall not have or shall cease to have a valid and perfected First Priority Lien 
in any Collateral purported to be covered thereby, in each case for any reason  
other than the failure of the Administrative Agent or any Lender to take any    
action within its control, or (iii) any Credit Party shall contest the validity 
or enforceability of any Credit Document in writing or deny in writing that it  
has any further liability, including with respect to future advances by the     
Lenders, under any Credit Document to which it is a party.                      

Section 7.2 Acceleration; Remedies.                                   

  Upon the occurrence of an Event of Default, then, and in any such event,
(a) if such event is an Event of Default specified in Section 7.1(f) or Section 
7.1(g) above, automatically the Commitments shall immediately terminate and the 
Loans (with accrued interest thereon) and all other amounts under the Credit    
Documents (including without limitation the maximum amount of all contingent    
liabilities under Letters of Credit) shall immediately become due and payable,  
and (b) if such event is any other Event of Default, either or both of the      
following actions may be taken: (i) with the written consent of the Required    
Lenders, the Administrative Agent may, or upon the written request of the       
Required Lenders, the Administrative Agent shall, by notice to the Borrower     
declare the Commitments to be terminated forthwith, whereupon the Commitments   
shall immediately terminate; and (ii) (x) the Administrative Agent may, or upon 
the written request of the Required Lenders, the Administrative Agent shall, by 
notice of default to the Borrower, declare the Loans (with accrued interest     
thereon) and all other amounts owing under this Credit Agreement and the Notes  
to be due and payable forthwith and (y) direct the Borrower to pay to the       
Administrative Agent cash collateral as security for the LOC Obligations for    
subsequent drawings under then outstanding Letters of Credit an amount equal to 
the maximum amount of which may be drawn under Letters of Credit then           
outstanding, whereupon the same shall immediately become due and payable. In    
addition to the foregoing rights and remedies, upon the occurrence of an Event  
of Default, the Administrative Agent and the Lenders shall have to right to     
exercise any or all of their rights and remedies under the Credit Documents and 
applicable law. Any amounts described in clause (b)(ii)(y) above, when received 
by Administrative Agent, shall be held by Administrative Agent pursuant to the  
terms of the Collateral Account Agreement.                                      

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ARTICLE VIII

 THE AGENT

Section 8.1 Appointment.                                              

   Each Lender hereby designates and appoints Wachovia as the Administrative
Agent of such Lender under this Credit Agreement, and each such Lender          
irrevocably authorizes Wachovia, as the Administrative Agent for such Lender, to
take such action on its behalf under the provisions of this Credit Agreement and
to exercise such powers and perform such duties as are expressly delegated to   
the Administrative Agent by the terms of this Credit Agreement, together with   
such other powers as are reasonably incidental thereto. Notwithstanding any     
provision to the contrary elsewhere in this Credit Agreement, the Administrative
Agent shall not have any duties or responsibilities, except those expressly set 
forth herein, or any fiduciary relationship with any Lender, and no implied     
covenants, functions, responsibilities, duties, obligations or liabilities shall
be read into this Credit Agreement or otherwise exist against the Administrative
Agent.                                                                          

Section 8.2 Delegation of Duties.                                     

  The Administrative Agent may execute any of its duties under this Credit
Agreement by or through agents or attorneys-in-fact and shall be entitled to    
advice of counsel concerning all matters pertaining to such duties. The         
Administrative Agent shall not be responsible for the negligence or misconduct  
of any agents or attorneys-in-fact selected by it with reasonable care. Without 
limiting the foregoing, the Administrative Agent may appoint one of its         
Affiliates as its agent to perform its the functions of the Administrative Agent
hereunder relating to the advancing of funds to the Borrower and distribution of
funds to the Lenders and to perform such other related functions of the         
Administrative Agent hereunder as are reasonably incidental to such functions.  

Section 8.3 Exculpatory Provisions.                                   

Neither the Administrative Agent nor any of its officers, directors,  
employees, agents, attorneys-in-fact or Affiliates shall be (i) liable for any  
action lawfully taken or omitted to be taken by it or such Person under or in   
connection with this Credit Agreement (except for its or such Person's own gross
negligence or willful misconduct) or (ii) responsible in any manner to any of   
the Lenders for any recitals, statements, representations or warranties made by 
the Borrower or any officer thereof contained in this Credit Agreement or in any
certificate, report, statement or other document referred to or provided for in,
or received by the Administrative Agent under or in connection with, this Credit
Agreement or for the value, validity, effectiveness, genuineness, enforceability
or sufficiency of any of the Credit Documents or for any failure of the Borrower
to perform their obligations hereunder or thereunder. The Administrative Agent  
shall not be under any obligation to any Lender to ascertain or to inquire as to
the observance or performance by the Borrower of any of the agreements contained
in, or                                                                          

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conditions of, this Credit Agreement, or to inspect the properties, books or    
records of the Borrower.                                                        

Section 8.4 Reliance by Administrative Agent.                         

The Administrative Agent shall be entitled to rely, and shall be fully
protected in relying, upon any Note, writing, resolution, notice, consent,      
certificate, affidavit, letter, cablegram, telegram, telecopy, telex or teletype
message, statement, order or other document or conversation believed by it in   
good faith to be genuine and correct and to have been signed, sent or made by   
the proper Person or Persons and upon advice and statements of legal counsel    
(including, without limitation, counsel to the Borrower), independent           
accountants and other experts selected by the Administrative Agent. The         
Administrative Agent may deem and treat the payee of any Note as the owner      
thereof for all purposes unless (a) a written notice of assignment, negotiation 
or transfer thereof shall have been filed with the Administrative Agent and (b) 
the Administrative Agent shall have received the written agreement of such      
assignee to be bound hereby as fully and to the same extent as if such assignee 
were an original Lender party hereto, in each case in form satisfactory to the  
Administrative Agent. The Administrative Agent shall be fully justified in      
failing or refusing to take any action under this Credit Agreement unless it    
shall first receive such advice or concurrence of the Required Lenders as it    
deems appropriate or it shall first be indemnified to its satisfaction by the   
Lenders against any and all liability and expense which may be incurred by it by
reason of taking or continuing to take any such action. The Administrative Agent
shall in all cases be fully protected by the Lenders in acting, or in refraining
from acting, under any of the Credit Documents in accordance with a request of  
the Required Lenders or all of the Lenders, as may be required under this Credit
Agreement, and such request and any action taken or failure to act pursuant     
thereto shall be binding upon all Lenders and all future holders of the Notes.  

Section 8.5 Notice of Default.                                        

     The Administrative Agent shall not be deemed to have knowledge or notice of
the occurrence of any Default or Event of Default hereunder unless the          
Administrative Agent has received notice from a Lender or the Borrower referring
to this Credit Agreement, describing such Default or Event of Default and       
stating that such notice is a "notice of default". In the event that the        
Administrative Agent receives such a notice, the Administrative Agent shall give
prompt notice thereof to the Lenders. The Administrative Agent shall take such  
action with respect to such Default or Event of Default as shall be reasonably  
directed by the Required Lenders; provided, however, that unless and until the  
Administrative Agent shall have received such directions, the Administrative    
Agent may (but shall not be obligated to) take such action, or refrain from     
taking such action, with respect to such Default or Event of Default as it shall
deem advisable in the best interests of the Lenders except to the extent that   
this Credit Agreement expressly requires that such action be taken, or not      
taken, only with the consent or upon the authorization of the Required Lenders, 
or all of the Lenders, as the case may be.                                      

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Section 8.6 Non-Reliance on Administrative Agent and Other Lenders.   

  Each Lender expressly acknowledges that neither the Administrative Agent
nor any of its officers, directors, employees, agents, attorneys-in-fact or     
Affiliates has made any representation or warranty to it and that no act by the 
Administrative Agent hereinafter taken, including any review of the affairs of  
the Borrower, shall be deemed to constitute any representation or warranty by   
the Administrative Agent to any Lender. Each Lender represents to the           
Administrative Agent that it has, independently and without reliance upon the   
Administrative Agent or any other Lender, and based on such documents and       
information as it has deemed appropriate, made its own appraisal of and         
investigation into the business, operations, property, financial and other      
condition and creditworthiness of the Borrower and made its own decision to make
its Loans hereunder and enter into this Credit Agreement. Each Lender also      
represents that it will, independently and without reliance upon the            
Administrative Agent or any other Lender, and based on such documents and       
information as it shall deem appropriate at the time, continue to make its own  
credit analysis, appraisals and decisions in taking or not taking action under  
this Credit Agreement, and to make such investigation as it deems necessary to  
inform itself as to the business, operations, property, financial and other     
condition and creditworthiness of the Borrower. Except for notices, reports and 
other documents expressly required to be furnished to the Lenders by the        
Administrative Agent hereunder, the Administrative Agent shall not have any duty
or responsibility to provide any Lender with any credit or other information    
concerning the business, operations, property, condition (financial or          
otherwise), prospects or creditworthiness of the Borrower which may come into   
the possession of the Administrative Agent or any of its officers, directors,   
employees, agents, attorneys-in-fact or Affiliates.                             

Section 8.7 Indemnification.                                          

 The Lenders agree to indemnify the Administrative Agent in its capacity
hereunder (to the extent not reimbursed by the Borrower and without limiting the
obligation of the Borrower to do so), ratably according to their respective     
Commitment Percentages in effect on the date on which indemnification is sought 
under this Section, from and against any and all liabilities, obligations,      
losses, damages, penalties, actions, judgments, suits, costs, expenses or       
disbursements of any kind whatsoever which may at any time (including, without  
limitation, at any time following the payment of the Notes) be imposed on,      
incurred by or asserted against the Administrative Agent in any way relating to 
or arising out of any Credit Document or any documents contemplated by or       
referred to herein or therein or the transactions contemplated hereby or thereby
or any action taken or omitted by the Administrative Agent under or in          
connection with any of the foregoing; provided, however, that no Lender shall be
liable for the payment of any portion of such liabilities, obligations, losses, 
damages, penalties, actions, judgments, suits, costs, expenses or disbursements 
to the extent resulting from the Administrative Agent's gross negligence or     
willful misconduct, as determined by a court of competent jurisdiction. The     
agreements in this Section shall survive the termination of this Credit         
Agreement and payment of the Notes and all other amounts payable hereunder.     

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Section 8.8 Administrative Agent in Its Individual Capacity.          

The Administrative Agent and its Affiliates may make loans to, accept 
deposits from and generally engage in any kind of business with the Borrower as 
though the Administrative Agent were not the Administrative Agent hereunder.    
With respect to its Loans made or renewed by it and any Note issued to it, the  
Administrative Agent shall have the same rights and powers under this Credit    
Agreement as any Lender and may exercise the same as though it were not the     
Administrative Agent, and the terms "Lender" and "Lenders" shall include the    
Administrative Agent in its individual capacity.                                

Section 8.9 Successor Administrative Agent.                           

 The Administrative Agent may resign as the Administrative Agent upon 30
days' prior notice to the Borrower and the Lenders. If the Administrative Agent 
shall resign as the Administrative Agent under this Credit Agreement and the    
Notes, then the Required Lenders shall appoint from among the Lenders a         
successor agent for the Lenders, which successor agent shall be approved by the 
Borrower with such approval not to be unreasonably withheld (provided, however  
if an Event of Default shall exist at such time, no approval of the Borrower    
shall be required hereunder), whereupon such successor agent shall succeed to   
the rights, powers and duties of the Administrative Agent, and the term         
"Administrative Agent" shall mean such successor agent effective upon such      
appointment and approval, and the former Agent's rights, powers and duties as   
the Administrative Agent shall be terminated, without any other or further act  
or deed on the part of such former Administrative Agent or any of the parties to
this Credit Agreement or any holders of the Notes. After any retiring Agent's   
resignation as the Administrative Agent, the provisions of this Section shall   
inure to its benefit as to any actions taken or omitted to be taken by it while 
it was the Administrative Agent under this Credit Agreement.                    

Section 8.10 Nature of Duties.                                        

    Except as otherwise expressly stated herein, any agent listed on the cover
page to this Agreement (other than the Administrative Agent) shall have no      
obligations, responsibilities or duties under this Credit Agreement or under any
other Credit Document other than obligations, responsibilities and duties       
applicable to all Lenders in their capacity as the Lenders; provided, however,  
that any such agent shall be entitled to the same rights, protections,          
exculpations, notices and indemnifications granted to the Administrative Agent  
under this Article VIII in their capacity as an agent hereunder.                

Section 8.11 Security Documents.                                      

  Each Lender hereby further authorizes Administrative Agent, on behalf of
and for the benefit of Lenders, to enter into each Security Document as secured 
party and to be the agent for and representative of Lenders thereunder, and each
Lender agrees to be bound by the terms of each Security Documents; provided that
Administrative Agent shall not (a) enter into or consent to any amendment,      
modification, termination or waiver of any provision contained in any Security  
Document unless approved in accordance with the terms of Section 9.1 or (b)     
release                                                                         

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any Collateral (except as otherwise expressly permitted or required pursuant to 
the terms of this Agreement or the applicable Security Document), in each case  
without the prior consent of the Required Lenders (or, if required pursuant to  
Section 9.1, all Lenders); provided further, however, that, without further     
written consent or authorization from the Lenders, the Administrative Agent may 
execute any documents or instruments necessary to (i) release or subordinate any
Lien encumbering any item of Collateral that is the subject of a financing,     
sale, sale and lease back or other disposition of assets permitted by this      
Agreement or to which the Required Lenders have otherwise consented or (ii)     
release any Guarantor from the Guaranty if all of the Capital Stock of such     
Guarantor is sold to any Person (other than an Affiliate of the Borrower)       
pursuant to a sale or other disposition to which the Required Lenders have      
consented. Anything contained in any of the Credit Documents to the contrary    
notwithstanding, the Borrower, the Administrative Agent and each Lender hereby  
agree that no Lender shall have any right individually to realize upon any of   
the Collateral under any Security Document or to enforce the Guaranty, it being 
understood and agreed that all powers, rights and remedies under the Security   
Documents and the Guaranty may be exercised solely by the Administrative Agent  
for the benefit of Lenders in accordance with the terms thereof and hereof.     

ARTICLE IX

 MISCELLANEOUS

Section 9.1 Amendments, Waivers and Release of Collateral.            

   Neither this Credit Agreement, nor any of the Notes, nor any of the other
Credit Documents, nor any terms hereof or thereof may be amended, supplemented, 
waived or modified except in accordance with the provisions of this Section nor 
may the Collateral be released except as specifically provided herein or in the 
Security Documents or in accordance with the provisions of this Section. The    
Required Lenders may, or, with the written consent of the Required Lenders, the 
Administrative Agent may, from time to time, (a) enter into with the Borrower   
written amendments, supplements or modifications hereto and to the other Credit 
Documents for the purpose of adding any provisions to this Credit Agreement or  
the other Credit Documents or changing in any manner the rights of the Lenders  
or of the Borrower hereunder or thereunder or (b) waive, on such terms and      
conditions as the Required Lenders may specify in such instrument, any of the   
requirements of this Credit Agreement or the other Credit Documents or any      
Default or Event of Default and its consequences; provided, however, that no    
such waiver and no such amendment, waiver, supplement, modification or release  
shall:                                                                          

    (i) without the written consent of each Lender directly affected
thereby: (A) reduce or forgive the principal amount, or extend the    
scheduled date of payment or maturity, of any Loan or Note or any     
installment thereon; or (B) reduce the stated rate of or forgive any  
 interest or fee payable hereunder (other than interest at the increased
    post-default rate) or extend or waive the scheduled date of any payment of
interest or fee; or (C) provide for Interest Periods greater than six 
 months; or (D) increase the amount or extend the expiration date of any
Lender's Commitment, or                                               

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       (ii) amend, modify or waive any provision of this Section or change
    the percentage specified in the definition of Required Lenders without the
written consent of each Lender directly affected thereby, or          

     (iii) amend, modify or waive any provision of Section 2.13 or any
other term with respect to the priority of any Loan or the pro rata   
   treatment of payments without the written consent of each Lender directly
affected thereby, or                                                  

        (iv) except as otherwise permitted by this Agreement, release all or
substantially all of the Guarantors from their obligations under the  
Guaranty without the written consent of all of the Lenders, or        

      (v) release all or substantially all of the Collateral without the
written consent of all of the Lenders, or                             

     (vi) amend, modify or waive any provision of the Credit Documents
requiring consent, approval or request of the Required Lenders or all 
    Lenders, without the written consent of all of the Required Lenders or the
Lenders as appropriate, or                                            

      (vii) amend, modify or waive any provision of the Credit Documents
affecting the rights or duties of the Administrative Agent (including 
Article VIII) or the Issuing Lender without the written consent of the
   Administrative Agent or the Issuing Lender, as applicable, in addition to
the Lenders required herein to take such action, or                   

      (viii) without the consent of the Lenders holding in the aggregate
     more than 50% of the Revolving Commitments or, if the Revolving Commitments
   have been terminated, the outstanding Revolving Loans (in addition to the
  Lenders required herein to take such action), amend, modify or waive any
term specific to the Revolving Loans (including, without limitation,  
Section 4.2), or                                                      

         (ix) without the consent of the Lenders holding in the aggregate more
than 50% of the outstanding First Lien Term Loan (in addition to the  
  Lenders required herein to take such action), amend, modify or waive any
   term specific to the First Lien Term Loan (including, without limitation,
the provisions of Section 2.8 regarding the order of application of   
proceeds from a voluntary or mandatory prepayment), or                

        (x) without the consent of the Lenders holding in the aggregate more
than 50% of the outstanding Second Lien Term Loan (in addition to the 
  Lenders required herein to take such action), amend, modify or waive any
term specific to the Second Lien Term Loan.                           

 Any such waiver, any such amendment, supplement or modification and any
such release shall apply equally to each of the Lenders and shall be binding    
upon the Borrower, the other Credit Parties, the Lenders, the Issuing Lender,   
the Administrative Agent and all future holders of the Notes. In the case of any
waiver, the Borrower, the other Credit Parties, the Lenders, the Issuing Lender 
and the Administrative Agent shall be restored to their former position and     
rights                                                                          

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hereunder and under the outstanding Loans and Notes and other Credit Documents, 
and any Default or Event of Default waived shall be deemed to be cured and not  
continuing; but no such waiver shall extend to any subsequent or other Default  
or Event of Default, or impair any right consequent thereon.                    

  Notwithstanding any of the foregoing to the contrary, the consent of the
Borrower shall not be required for any amendment, modification or waiver of the 
provisions of Article VIII (other than the provisions of Section 8.9 and 8.11); 
provided, however, that the Administrative Agent will provide written notice to 
the Borrower of any such amendment, modification or waiver. In addition, the    
Borrower and the Lenders hereby authorize the Administrative Agent to modify    
this Credit Agreement by unilaterally amending or supplementing Schedule 2.1(a) 
and Section 9.2 from time to time in the manner requested by the Borrower, the  
Administrative Agent or any Lender in order to reflect any assignments or       
transfers of the Loans as provided for hereunder; provided, however, that the   
Administrative Agent shall promptly deliver a copy of any such modification to  
the Borrower and each Lender.                                                   

 Notwithstanding the fact that the consent of all Lenders is required in
certain circumstances as set forth above, (x) each Lender is entitled to vote as
such Lender sees fit on any bankruptcy reorganization plan that affects the     
Loans, and each Lender acknowledges that the provisions of Section 1126(c) of   
the Bankruptcy Code supersedes the unanimous consent provisions set forth herein
and (y) the Required Lenders may consent to allow a Credit Party to use Cash    
collateral in the context of a bankruptcy or insolvency proceeding.             

Section 9.2 Notices.                                                  

Except as otherwise provided in Article II, all notices, requests and 
demands to or upon the respective parties hereto to be effective shall be in    
writing (including by telecopy), and, unless otherwise expressly provided       
herein, shall be deemed to have been duly given or made (a) when delivered by   
hand, (b) when transmitted via telecopy (or other facsimile device) to the      
number set out herein, (c) the next Business Day following the day on which the 
same has been delivered prepaid to a reputable national overnight air courier   
service, or (d) the third Business Day following the day on which the same is   
sent by certified or registered mail, postage prepaid, in each case, addressed  
as follows in the case of the Borrower, the other Credit Parties and the        
Administrative Agent, and as set forth on Schedule 9.2 in the case of the       
Lenders, or to such other address as may be hereafter notified by the respective
parties hereto and any future holders of the Notes:                             

The Borrower and the                                                            
other Credit Parties:   The Pantry, Inc.                                        
1801 Douglas Drive              
Sanford, North Carolina         
  Attention: Chief Financial Officer
Telecopier: (919) 774-3329      
Telephone:  (919) 774-6700      

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Administrative Agent:   Wachovia Bank, National Association,                    
as Administrative Agent         
Charlotte Plaza                 
201 South College Street, CP-8  
    Charlotte, North Carolina 28288-0680
Attention: Roger Sherman        
Telecopier: (704) 715-1880      
Telephone:  (704) 383-0288      

with a copy to:                 

   Wachovia Bank, National Association
One Wachovia Center, TW-6       
    Charlotte, North Carolina 28288-0479
Attention:  Douglas Boothe      
Telecopier: (704) 374-6537      
Telephone:  (704) 383-0288      

Section 9.3 No Waiver; Cumulative Remedies.                           

No failure to exercise and no delay in exercising, on the part of the 
Administrative Agent or any Lender, any right, remedy, power or privilege       
hereunder shall operate as a waiver thereof; nor shall any single or partial    
exercise of any right, remedy, power or privilege hereunder preclude any other  
or further exercise thereof or the exercise of any other right, remedy, power or
privilege. The rights, remedies, powers and privileges herein provided are      
cumulative and not exclusive of any rights, remedies, powers and privileges     
provided by law.                                                                

Section 9.4 Survival of Representations and Warranties.               

All representations and warranties made hereunder and in any document,
certificate or statement delivered pursuant hereto or in connection herewith    
shall survive the execution and delivery of this Credit Agreement and the Notes 
and the making of the Loans, provided that all such representations and         
warranties shall terminate on the date upon which the Commitments have been     
terminated and all amounts owing hereunder and under any Notes have been paid in
full.                                                                           

Section 9.5 Payment of Expenses and Taxes.                            

  The Borrower agrees (a) to pay or reimburse the Administrative Agent for
all its reasonable out-of-pocket costs and expenses incurred in connection with 
the development, preparation, negotiation, printing and execution of, and any   
amendment, supplement or modification to, this Credit Agreement and the other   
Credit Documents and any other documents prepared in connection herewith or     
therewith, and the consummation and administration of the transactions          
contemplated hereby and thereby, together with the reasonable fees and          
disbursements of counsel to the Administrative Agent, (b) to pay or reimburse   
the Administrative Agent and, after the occurrence of an Event of Default, the  
Lenders for all costs and expenses                                              

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incurred in connection with the enforcement or preservation of any rights under 
this Credit Agreement, the Notes and any such other documents, including,       
without limitation, the reasonable fees and disbursements of counsel to the     
Administrative Agent and to the Lenders (including reasonable allocated costs of
in-house legal counsel), and (c) on demand, to pay, indemnify, and hold each    
Lender and the Administrative Agent harmless from, any and all recording and    
filing fees and any and all liabilities with respect to, or resulting from any  
delay in paying, stamp, excise and other similar taxes, if any, which may be    
payable or determined to be payable in connection with the execution and        
delivery of, or consummation or administration of any of the transactions       
contemplated by, or any amendment, supplement or modification of, or any waiver 
or consent under or in respect of, the Credit Documents and any such other      
documents, and (d) to pay, indemnify, and hold each Lender and the              
Administrative Agent and their respective Affiliates, parents, subsidiaries,    
officers, directors, employees, agents, trustees, advisors and attorneys-in-fact
harmless from and against, any and all other liabilities, obligations, losses,  
damages, penalties, actions, judgments, suits, costs, expenses or disbursements 
of any kind or nature whatsoever with respect to the execution, delivery,       
enforcement, performance and administration of the Credit Documents and any such
other documents and the use, or proposed use, of proceeds of the Loans (all of  
the foregoing, collectively, the "indemnified liabilities"); provided, however, 
that the Borrower shall not have any obligation hereunder to the Administrative 
Agent or any Lender with respect to indemnified liabilities arising from the    
gross negligence or willful misconduct of the Administrative Agent or any such  
Lender, as determined by a court of competent jurisdiction. The agreements in   
this Section shall survive repayment of the Loans, Notes and all other amounts  
payable hereunder.                                                              

 Section 9.6 Successors and Assigns; Participations; Purchasing Lenders.

     (a) This Credit Agreement shall be binding upon and inure to the benefit of
the Borrower, the Lenders, the Administrative Agent, all future holders of the  
Notes and their respective successors and assigns, except that the Borrower and 
the Guarantors may not assign or transfer any of their rights or obligations    
under this Credit Agreement or the other Credit Documents without the prior     
written consent of each Lender.                                                 

    (b) Any Lender may, in accordance with applicable law, at any time sell to
one or more banks or other entities ("Participants") participating interests in 
any Loan owing to such Lender, any Note held by such Lender, any Commitment of  
such Lender, or any other interest of such Lender hereunder. In the event of any
such sale by a Lender of participating interests to a Participant, such Lender's
obligations under this Credit Agreement to the other parties to this Credit     
Agreement shall remain unchanged, such Lender shall remain solely responsible   
for the performance thereof, such Lender shall remain the holder of any such    
Note for all purposes under this Credit Agreement, and the Borrower and the     
Administrative Agent shall continue to deal solely and directly with such Lender
in connection with such Lender's rights and obligations under this Credit       
Agreement. No Lender shall transfer or grant any participation under which the  
Participant shall have rights to approve any amendment to or waiver of this     
Credit Agreement or any other Credit Document except to the extent such         
amendment or waiver would (i) extend the scheduled maturity of any Loan or Note 
or any installment thereon in which such Participant is participating, or reduce
the stated rate or extend the time of payment of interest or fees thereon       
(except in connection with a waiver of interest at the increased post-default   
rate) or reduce the                                                             

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principal amount thereof, or increase the amount of the Participant's           
participation over the amount thereof then in effect (it being understood that a
waiver of any Default or Event of Default shall not constitute a change in the  
terms of such participation, and that an increase in any Commitment or Loan     
shall be permitted without consent of any participant if the Participant's      
participation is not increased as a result thereof), (ii) except as otherwise   
permitted by this Agreement, release all or substantially all of the Guarantors 
from their obligations under the Guaranty, (iii) release all or substantially   
all of the Collateral, or (iv) consent to the assignment or transfer by the     
Borrower or the Guarantors of any of their rights and obligations under this    
Credit Agreement. In the case of any such participation, the Participant shall  
not have any rights under this Credit Agreement or any of the other Credit      
Documents (the Participant's rights against such Lender in respect of such      
participation to be those set forth in the agreement executed by such Lender in 
favor of the Participant relating thereto) and all amounts payable by the       
Borrower hereunder shall be determined as if such Lender had not sold such      
participation, provided that each Participant shall be entitled to the benefits 
of Sections 2.16, 2.17, 2.18 and 9.5 with respect to its participation in the   
Commitments and the Loans outstanding from time to time; provided, that no      
Participant shall be entitled to receive any greater amount pursuant to such    
Sections than the transferor Lender would have been entitled to receive in      
respect of the amount of the participation transferred by such transferor Lender
to such Participant had no such transfer occurred.                              

    (c) Any Lender may, in accordance with applicable law, at any time sell or
assign to (i) any Lender or any Affiliate or Related Fund of any Lender (each an
"Existing Purchasing Lender") and (ii) with the consent of the Administrative   
Agent and, so long as no Event of Default has occurred and is continuing, the   
Borrower (in each case, which consent shall not be unreasonably withheld), to   
one or more additional banks or financial institutions or entities (each a "New 
Purchasing Lender"; together with the Existing Purchasing Lenders, the          
"Purchasing Lenders"), all or any part of its rights and obligations under this 
Credit Agreement and the Notes in minimum amounts of $1,000,000 (or such lesser 
amount as approved by the Administrative Agent) with respect to its Revolving   
Commitment, its Revolving Loans, its First Lien Term Loans or its Second Lien   
Term Loans (or, if less, the entire amount of such transferor Lender's interests
and obligations), pursuant to a Commitment Transfer Supplement executed by such 
Purchasing Lender, such transferor Lender, the Administrative Agent and, so long
as no Event of Default has occurred and is continuing, the Borrower, and        
delivered to the Administrative Agent for its acceptance and recording in the   
Register; provided, however, that any sale or assignment to an Existing         
Purchasing Lender shall not require the consent of the Administrative Agent or  
the Borrower nor shall any such sale or assignment be subject to the minimum    
assignment amounts specified herein. Upon such execution, delivery, acceptance  
and recording, from and after the Transfer Closing Date specified in such       
Commitment Transfer Supplement, (x) the Purchasing Lender thereunder shall be a 
party hereto and, to the extent provided in such Commitment Transfer Supplement,
have the rights and obligations of a Lender hereunder with a Commitment as set  
forth therein, and (y) the transferor Lender thereunder shall, to the extent    
provided in such Commitment Transfer Supplement, be released from its           
obligations under this Credit Agreement (and, in the case of a Commitment       
Transfer Supplement covering all or the remaining portion of a transferor       
Lender's rights and obligations under this Credit Agreement, such transferor    
Lender shall cease to be a party hereto). Such Commitment Transfer Supplement   
shall be deemed to amend this Credit Agreement to the extent, and only to the   
extent, necessary to reflect the                                                

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addition of such Purchasing Lender and the resulting adjustment of Commitment   
Percentages arising from the purchase by such Purchasing Lender of all or a     
portion of the rights and obligations of such transferor Lender under this      
Credit Agreement and the Notes. On or prior to the Transfer Closing Date        
specified in such Commitment Transfer Supplement, the Borrower, at its own      
expense, shall execute and deliver to the Administrative Agent in exchange for  
the Notes delivered to the Administrative Agent pursuant to such Commitment     
Transfer Supplement new Notes to the order of such Purchasing Lender in an      
amount equal to the Commitment assumed by it pursuant to such Commitment        
Transfer Supplement and, unless the transferor Lender has not retained a        
Commitment hereunder, new Notes to the order of the transferor Lender in an     
amount equal to the Commitment retained by it hereunder. Such new Notes shall be
dated the Closing Date and shall otherwise be in the form of the Notes replaced 
thereby. The Notes surrendered by the transferor Lender shall be returned by the
Administrative Agent to the Borrower marked "canceled".                         

   (d) The Administrative Agent shall maintain at its address referred to in
Section 9.2 a copy of each Commitment Transfer Supplement delivered to it and a 
register (the "Register") for the recordation of the names and addresses of the 
Lenders and the Commitment of, and principal amount of the Loans owing to, each 
Lender from time to time. The entries in the Register shall be conclusive, in   
the absence of manifest error, and the Borrower, the Administrative Agent and   
the Lenders may treat each Person whose name is recorded in the Register as the 
owner of the Loan recorded therein for all purposes of this Credit Agreement.   
The Register shall be available for inspection by the Borrower or any Lender at 
any reasonable time and from time to time upon reasonable prior notice.         

 (e) Upon its receipt of a duly executed Commitment Transfer Supplement,
together with payment to the Administrative Agent by the transferor Lender or   
the Purchasing Lender, as agreed between them, of a registration and processing 
fee of $3,500.00 for each Purchasing Lender (other than (x) an Affiliate or     
Related Fund of a Lender to the extent of the Commitment of such Lender that is 
assigned to such Affiliate or Related Fund or (y) a Purchasing Lender purchasing
a portion of the Second Lien Term Loan) listed in such Commitment Transfer      
Supplement and the Notes subject to such Commitment Transfer Supplement, the    
Administrative Agent shall (i) accept such Commitment Transfer Supplement, (ii) 
record the information contained therein in the Register and (iii) give prompt  
notice of such acceptance and recordation to the Lenders and the Borrower.      

   (f) The Borrower authorizes each Lender to disclose to any Participant or
Purchasing Lender (each, a "Transferee") and any prospective Transferee any and 
all financial information in such Lender's possession concerning the Borrower   
and its Affiliates which has been delivered to such Lender by or on behalf of   
the Borrower pursuant to this Credit Agreement or which has been delivered to   
such Lender by or on behalf of the Borrower in connection with such Lender's    
credit evaluation of the Borrower and its Affiliates prior to becoming a party  
to this Credit Agreement, in each case subject to Section 9.15.                 

 (g) At the time of each assignment pursuant to this Section to a Person
which is not already a Lender hereunder and which is not a United States person 
(as such term is defined in Section 7701(a)(30) of the Code) for Federal income 
tax purposes, the respective assignee                                           

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Lender shall provide to the Borrower and the Administrative Agent the           
appropriate Internal Revenue Service Forms (and, if applicable, a 2.19          
Certificate) described in Section 2.19.                                         

     (h) Nothing herein shall prohibit any Lender from pledging or assigning any
of its rights under this Credit Agreement (including, without limitation, any   
right to payment of principal and interest under any Note) to secure obligations
of such Lender, including without limitation, (i) any pledge or assignment to   
secure obligations to a Federal Reserve Bank and (ii) in the case of any Lender 
that is a fund, any pledge or assignment to any holders of obligations owed, or 
securities issued, by such Lender including to any trustee for, or any other    
representative of, such holders; it being understood that the requirements for  
assignments set forth in this Section 9.6 shall not apply to any such pledge or 
assignment of a security interest, except with respect to any foreclosure or    
similar action taken by such pledgee or assignee with respect to such pledge or 
assignment; provided that no such pledge or assignment of a security interest   
shall release a Lender from any of its obligations hereunder or substitute any  
such pledgee or assignee for such Lender as a party hereto.                     

Section 9.7 Adjustments; Set-off.                                     

   (a) Each Lender agrees that if any Lender (a "benefited Lender") shall at
any time receive any payment of all or part of its Loans, or interest thereon,  
or receive any collateral in respect thereof (whether voluntarily or            
involuntarily, by set-off, pursuant to events or proceedings of the nature      
referred to in Section 7.1(f) or Section 7.1(g), or otherwise) in a greater     
proportion than any such payment to or collateral received by any other Lender, 
if any, in respect of such other Lender's Loans, or interest thereon, such      
benefited Lender shall purchase for Cash from the other Lenders a participating 
interest in such portion of each such other Lender's Loan, or shall provide such
other Lenders with the benefits of any such collateral, or the proceeds thereof,
as shall be necessary to cause such benefited Lender to share the excess payment
or benefits of such collateral or proceeds ratably with each of the Lenders;    
provided, however, that if all or any portion of such excess payment or benefits
is thereafter recovered from such benefited Lender, such purchase shall be      
rescinded, and the purchase price and benefits returned, to the extent of such  
recovery, but without interest. The Borrower agrees that each Lender so         
purchasing a portion of another Lender's Loans may exercise all rights of       
payment (including, without limitation, rights of set-off) with respect to such 
portion as fully as if such Lender were the direct holder of such portion.      

   (b) In addition to any rights and remedies of the Lenders provided by law
(including, without limitation, other rights of set-off), each Lender shall have
the right, without prior notice to the Borrower, any such notice being expressly
waived by the Borrower to the extent permitted by applicable law, upon the      
occurrence of any Event of Default, to setoff and appropriate and apply any and 
all deposits (general or special, time or demand, provisional or final), in any 
currency, and any other credits, indebtedness or claims, in any currency, in    
each case whether direct or indirect, absolute or contingent, matured or        
unmatured, at any time held or owing by such Lender or any branch or agency     
thereof to or for the credit or the account of the Borrower, or any part thereof
in such amounts as such Lender may elect, against and on account of the         
obligations and liabilities of the Borrower to such Lender hereunder and claims 
of every nature and description of such Lender against the Borrower, in any     
currency, whether arising hereunder,                                            

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under the Notes or under any documents contemplated by or referred to herein or 
therein, as such Lender may elect, whether or not such Lender has made any      
demand for payment and although such obligations, liabilities and claims may be 
contingent or unmatured. The aforesaid right of set-off may be exercised by such
Lender against the Borrower or against any trustee in bankruptcy, debtor in     
possession, assignee for the benefit of creditors, receiver or execution,       
judgment or attachment creditor of the Borrower, or against anyone else claiming
through or against the Borrower or any such trustee in bankruptcy, debtor in    
possession, assignee for the benefit of creditors, receiver, or execution,      
judgment or attachment creditor, notwithstanding the fact that such right of    
set-off shall not have been exercised by such Lender prior to the occurrence of 
any Event of Default. Each Lender agrees promptly to notify the Borrower and the
Administrative Agent after any such set-off and application made by such Lender;
provided, however, that the failure to give such notice shall not affect the    
validity of such set-off and application.                                       

Section 9.8 Table of Contents and Section Headings.                   

  The table of contents and the Section and subsection headings herein are
intended for convenience only and shall be ignored in construing this Credit    
Agreement.                                                                      

Section 9.9 Counterparts.                                             

     This Credit Agreement may be executed by one or more of the parties to this
Credit Agreement on any number of separate counterparts, and all of said        
counterparts taken together shall be deemed to constitute one and the same      
instrument. A set of the copies of this Credit Agreement signed by all the      
parties shall be lodged with the Borrower and the Administrative Agent.         

Section 9.10 Effectiveness.                                           

  This Credit Agreement shall become effective on the date on which all of
the parties hereto have signed a copy hereof (whether the same or different     
copies) and shall have delivered the same to the Administrative Agent pursuant  
to Section 9.2 or, in the case of the Lenders, shall have given to the          
Administrative Agent written, telecopied or telex notice (actually received) at 
such office that the same has been signed and mailed to it. Upon this Credit    
Agreement becoming effective, the Existing Credit Agreement shall be deemed     
amended and restated by this Credit Agreement and all obligations of the lenders
under the Existing Credit Agreement to make extensions of credit thereunder     
shall terminate.                                                                

Section 9.11 Severability.                                            

     Any provision of this Credit Agreement which is prohibited or unenforceable
in any jurisdiction shall, as to such jurisdiction, be ineffective to the extent
of such prohibition or unenforceability without invalidating the remaining      
provisions hereof, and any such prohibition or unenforceability in any          
jurisdiction shall not invalidate or render unenforceable such provision in any 
other jurisdiction.                                                             

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Section 9.12 Integration.                                             

This Credit Agreement and the Notes represent the agreement of the    
Borrower, the Administrative Agent and the Lenders with respect to the subject  
matter hereof, and there are no promises, undertakings, representations or      
warranties by the Administrative Agent, the Borrower or any Lender relative to  
the subject matter hereof not expressly set forth or referred to herein or in   
the Notes.                                                                      

Section 9.13 Governing Law.                                           

   This Credit Agreement and the Notes and the rights and obligations of the
parties under this Credit Agreement and the Notes shall be governed by, and     
construed and interpreted in accordance with, the law of the State of New York. 
Each of the Credit Parties agrees that Sections 5-1401 and 5-1402 of the General
Obligations law of the State of New York shall apply to this Credit Agreement   
and the other Credit Documents.                                                 

Section 9.14 Consent to Jurisdiction and Service of Process.          

All judicial proceedings brought against the Borrower and/or any other
Credit Party with respect to this Credit Agreement, any Note or any of the other
Credit Documents may be brought in any state or federal court of competent      
jurisdiction in the State of New York, and, by execution and delivery of this   
Credit Agreement, each of the Borrower and the other Credit Parties accepts, for
itself and in connection with its properties, generally and unconditionally, the
non-exclusive jurisdiction of the aforesaid courts and irrevocably agrees to be 
bound by any final judgment rendered thereby in connection with this Credit     
Agreement from which no appeal has been taken or is available. Each of the      
Borrower and the other Credit Parties irrevocably agrees that all service of    
process in any such proceedings in any such court may be effected by mailing a  
copy thereof by registered or certified mail (or any substantially similar form 
of mail), postage prepaid, to it at its address set forth in Section 9.2 or at  
such other address of which the Administrative Agent shall have been notified   
pursuant thereto, such service being hereby acknowledged by the Borrower and the
other Credit Parties to be effective and binding service in every respect. Each 
of the Borrower, the other Credit Parties, the Administrative Agent and the     
Lenders irrevocably waives any objection, including, without limitation, any    
objection to the laying of venue or based on the grounds of forum non conveniens
which it may now or hereafter have to the bringing of any such action or        
proceeding in any such jurisdiction. Nothing herein shall affect the right to   
serve process in any other manner permitted by law or shall limit the right of  
the Administrative Agent or any Lender to bring proceedings against the Borrower
or the other Credit Parties in the court of any other jurisdiction.             

Section 9.15 Confidentiality.                                         

  The Administrative Agent and each of the Lenders agrees that it will use
its best efforts not to disclose without the prior consent of the Borrower      
(other than to its employees, Affiliates, auditors or counsel (provided that any
such parties shall have been made aware of this Section) or to another Lender)  
any information with respect to the Borrower and its Subsidiaries which is      
furnished pursuant to this Credit Agreement, any other Credit Document or any   
documents                                                                       

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contemplated by or referred to herein or therein and which is designated by the 
Borrower to the Lenders in writing as confidential or as to which it is         
otherwise reasonably clear such information is not public (collectively, the    
"Confidential Information"), except that any Lender may disclose any such       
Confidential Information (a) as has become generally available to the public    
other than by a breach of this Section, (b) as may be required or appropriate in
any report, statement or testimony submitted to any municipal, state or federal 
regulatory body having or claiming to have jurisdiction over such Lender or to  
the Federal Reserve Board or the Federal Deposit Insurance Corporation or the   
OCC or the NAIC or similar organizations (whether in the United States or       
elsewhere) or their successors, (c) as may be required in response to any       
summons or subpoena or any law, order, regulation or ruling applicable to such  
Lender, (d) to any prospective Participant or assignee (including any assignee  
or pledgee of a Lender's obligations pursuant to Section 9.6(h)) in connection  
with any contemplated transfer pursuant to Section 9.6, provided that such      
prospective transferee shall have been made aware of this Section and shall have
agreed to be bound by its provisions as if it were a party to this Credit       
Agreement, (e) to Gold Sheets and other similar bank trade publications; such   
information to consist of deal terms and other information regarding the credit 
facilities evidenced by this Credit Agreement customarily found in such         
publications and (f) in connection with any suit, action or proceeding for the  
purpose of defending itself, reducing its liability, or protecting or exercising
any of its claims, rights, remedies or interests under or in connection with the
Credit Documents or any Hedging Agreement. Notwithstanding anything herein to   
the contrary, Confidential Information shall not include, and the Administrative
Agent and each Lender may disclose without limitation of any kind, any          
information with respect to the "tax treatment" and "tax structure" (in each    
case, with the meaning of Treasury Regulation Section 1.6011-4) of the          
transactions contemplated hereby and all materials of any kind (including       
opinions or other tax analysis) that are provided to the Administrative Agent or
such Lender relating to such tax treatment and tax structure; provided that with
respect to any document or similar item that in either case contains information
concerning the tax treatment or tax structure of the transaction as well as     
other information, this sentence shall only apply to such portions of the       
document or similar item that relate to the tax treatment or tax structure of   
the Loans, Letters of Credit and transactions contemplated hereby.              

Section 9.16 Acknowledgments.                                         

  The Borrower and the other Credit Parties each hereby acknowledges that:

(a) it has been advised by counsel in the negotiation, execution and  
delivery of each Credit Document;                                               

(b) neither the Administrative Agent nor any Lender has any fiduciary 
relationship with or duty to the Borrower or any other Credit Party arising out 
of or in connection with this Credit Agreement and the relationship between the 
Administrative Agent and the Lenders, on one hand, and the Borrower and the     
other Credit Parties, on the other hand, in connection herewith is solely that  
of debtor and creditor; and                                                     

    (c) no joint venture exists among the Lenders or among the Borrower or the
other Credit Parties and the Lenders.                                           

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Section 9.17 Waivers of Jury Trial.                                   

  THE BORROWER, THE OTHER CREDIT PARTIES, THE AGENT AND THE LENDERS HEREBY
IRREVOCABLY AND UNCONDITIONALLY WAIVE, TO THE EXTENT PERMITTED BY APPLICABLE    
LAW, TRIAL BY JURY IN ANY LEGAL ACTION OR PROCEEDING RELATING TO THIS CREDIT    
AGREEMENT OR ANY OTHER CREDIT DOCUMENT AND FOR ANY COUNTERCLAIM THEREIN.        

 ARTICLE X

GUARANTY

Section 10.1 The Guaranty.                                            

   In order to induce the Lenders to enter into this Credit Agreement and to
extend credit hereunder and in recognition of the direct benefits to be received
by the Guarantors from the Extensions of Credit hereunder, each of the          
Guarantors hereby agrees with the Administrative Agent and the Lenders as       
follows: such Guarantor hereby unconditionally and irrevocably jointly and      
severally guarantees as primary obligor and not merely as surety the full and   
prompt payment when due, whether upon maturity, by acceleration or otherwise, of
any and all Credit Party Obligations. If any or all of the Credit Party         
Obligations becomes due and payable hereunder, each Guarantor unconditionally   
promises to pay such indebtedness to the Administrative Agent and the Lenders,  
on order, or demand, together with any and all reasonable expenses which may be 
incurred by the Administrative Agent or the Lenders in collecting any of the    
Credit Party Obligations.                                                       

  Notwithstanding any provision to the contrary contained herein or in any
other of the Credit Documents, to the extent the obligations of a Guarantor     
would otherwise be invalid or unenforceable for any reason (including, without  
limitation, because of any applicable state or federal law relating to          
fraudulent conveyances or transfers) then the obligations of each such Guarantor
hereunder shall be limited to the maximum amount that is permissible under      
applicable law (whether federal or state and including, without limitation, the 
Bankruptcy Code).                                                               

Section 10.2 Bankruptcy.                                              

Additionally, each of the Guarantors unconditionally and irrevocably  
guarantees jointly and severally the payment of any and all indebtedness of the 
Borrower to the Lenders whether or not due or payable by the Borrower upon the  
occurrence of any of the events specified in Section 7.1(f) or Section 7.1(g),  
and unconditionally promises to pay such Credit Party Obligations to the        
Administrative Agent for the account of the Lenders, or order, on demand, in    
lawful money of the United States. Each of the Guarantors further agrees that to
the extent that the Borrower or a Guarantor shall make a payment or a transfer  
of an interest in any property to the Administrative Agent or any Lender, which 
payment or transfer or any part thereof is subsequently invalidated, declared to
be fraudulent or preferential, or otherwise is avoided,                         

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and/or required to be repaid to the Borrower or a Guarantor, the estate of the  
Borrower or a Guarantor, a trustee, receiver or any other party under any       
bankruptcy law, state or federal law, common law or equitable cause, then to the
extent of such avoidance or repayment, the obligation or part thereof intended  
to be satisfied shall be revived and continued in full force and effect as if   
said payment had not been made.                                                 

Section 10.3 Nature of Liability.                                     

   The liability of each Guarantor hereunder is exclusive and independent of
any security for or other guaranty of the indebtedness of the Borrower whether  
executed by any such Guarantor, any other guarantor or by any other party, and  
no Guarantor's liability hereunder shall be affected or impaired by (a) any     
direction as to application of payment by the Borrower or by any other party, or
(b) any other continuing or other guaranty, undertaking or maximum liability of 
a guarantor or of any other party as to the indebtedness of the Borrower, or (c)
any payment on or in reduction of any such other guaranty or undertaking, or (d)
any dissolution, termination or increase, decrease or change in personnel by the
Borrower or any other Guarantor, or (e) any payment made to the Administrative  
Agent or the Lenders on the indebtedness which the Administrative Agent or such 
Lenders repay the Borrower pursuant to court order in any bankruptcy,           
reorganization, arrangement, moratorium or other debtor relief proceeding, and  
each of the Guarantors waives any right to the deferral or modification of its  
obligations hereunder by reason of any such proceeding.                         

Section 10.4 Independent Obligation.                                  

The obligations of each Guarantor hereunder are independent of the    
obligations of any other guarantor or the Borrower, and a separate action or    
actions may be brought and prosecuted against each Guarantor whether or not     
action is brought against any other guarantor or the Borrower and whether or not
any other Guarantor or the Borrower is joined in any such action or actions.    

Section 10.5 Authorization.                                           

    Each of the Guarantors authorizes the Administrative Agent and each Lender
without notice or demand (except as shall be required by applicable statute and 
cannot be waived), and without affecting or impairing its liability hereunder,  
from time to time to (a) renew, compromise, extend, increase, accelerate or     
otherwise change the time for payment of, or otherwise change the terms of the  
indebtedness or any part thereof in accordance with this Credit Agreement,      
including any increase or decrease of the rate of interest thereon, (b) take and
hold security from any guarantor or any other party for the payment of this     
Guaranty or the indebtedness and exchange, enforce waive and release any such   
security, (c) apply such security and direct the order or manner of sale thereof
as the Administrative Agent and the Lenders in their discretion may determine   
and (d) release or substitute any one or more endorsers, guarantors, the        
Borrower or other obligors.                                                     

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Section 10.6 Reliance.                                                

    It is not necessary for the Administrative Agent or the Lenders to inquire
into the capacity or powers of the Borrower or the officers, directors, members,
partners or agents acting or purporting to act on their behalf, and any         
indebtedness made or created in reliance upon the professed exercise of such    
powers shall be guaranteed hereunder.                                           

Section 10.7 Waiver.                                                  

     (a) Each of the Guarantors waives any right (except as shall be required by
applicable statute and cannot be waived) to require the Administrative Agent or 
any Lender to (i) proceed against the Borrower, any other guarantor or any other
party, (ii) proceed against or exhaust any security held from the Borrower, any 
other guarantor or any other party, or (iii) pursue any other remedy in the     
Administrative Agent's or any Lender's power whatsoever. Each of the Guarantors 
waives any defense based on or arising out of any defense of the Borrower, any  
other guarantor or any other party other than payment in full of the            
indebtedness, including without limitation any defense based on or arising out  
of the disability of the Borrower, any other guarantor or any other party, or   
the unenforceability of the indebtedness or any part thereof from any cause, or 
the cessation from any cause of the liability of the Borrower other than payment
in full of the indebtedness. The Administrative Agent or any of the Lenders may,
at their election, foreclose on any security held by the Administrative Agent or
a Lender by one or more judicial or nonjudicial sales, whether or not every     
aspect of any such sale is commercially reasonable (to the extent such sale is  
permitted by applicable law), or exercise any other right or remedy the         
Administrative Agent and any Lender may have against the Borrower or any other  
party, or any security, without affecting or impairing in any way the liability 
of any Guarantor hereunder except to the extent the indebtedness has been paid. 
Each of the Guarantors waives any defense arising out of any such election by   
the Administrative Agent and each of the Lenders, even though such election     
operates to impair or extinguish any right of reimbursement or subrogation or   
other right or remedy of the Guarantors against the Borrower or any other party 
or any security.                                                                

(b) Each of the Guarantors waives all presentments, demands for       
performance, protests and notices, including without limitation notices of      
nonperformance, notice of protest, notices of dishonor, notices of acceptance of
this Guaranty, and notices of the existence, creation or incurring of new or    
additional indebtedness. Each Guarantor assumes all responsibility for being and
keeping itself informed of the Borrower's financial condition and assets, and of
all other circumstances bearing upon the risk of nonpayment of the indebtedness 
and the nature, scope and extent of the risks which such Guarantor assumes and  
incurs hereunder, and agrees that neither the Administrative Agent nor any      
Lender shall have any duty to advise such Guarantor of information known to it  
regarding such circumstances or risks.                                          

     (c) Each of the Guarantors hereby agrees it will not exercise any rights of
subrogation which it may at any time otherwise have as a result of this Guaranty
(whether contractual, under Section 509 of the U.S. Bankruptcy Code, or         
otherwise) to the claims of the Lenders against the Borrower or any other       
guarantor of the indebtedness of the Borrower owing to the Lenders              
(collectively, the "Other Parties") and all contractual, statutory or common law
rights of                                                                       

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reimbursement, contribution or indemnity from any Other Party which it may at   
any time otherwise have as a result of this Guaranty, until the Credit Party    
Obligations have been paid in full and the Commitments have been terminated.    
Each of the Guarantors hereby further agrees not to exercise any right to       
enforce any other remedy which the Administrative Agent and the Lenders now have
or may hereafter have against any Other Party, any endorser or any other        
guarantor of all or any part of the indebtedness of the Borrower and any benefit
of, and any right to participate in, any security or collateral given to or for 
the benefit of the Lenders to secure payment of the indebtedness of the         
Borrower.                                                                       

Section 10.8 Limitation on Enforcement.                               

    The Lenders agree that this Guaranty may be enforced only by the action of
the Administrative Agent acting upon the instructions of the Required Lenders   
and that no Lender shall have any right individually to seek to enforce or to   
enforce this Guaranty, it being understood and agreed that such rights and      
remedies may be exercised by the Administrative Agent for the benefit of the    
Lenders under the terms of this Credit Agreement. The Lenders further agree that
this Guaranty may not be enforced against any director, officer, employee or    
stockholder of the Guarantors.                                                  

Section 10.9 Confirmation of Payment.                                 

   The Administrative Agent and the Lenders will, upon request after payment
of the indebtedness and obligations which are the subject of this Guaranty and  
termination of the Commitments relating thereto, confirm to the Borrower, the   
Guarantors or any other Person that the such indebtedness and obligations have  
been paid and the Commitments relating thereto terminated, subject to the       
provisions of Section 10.2.                                                     

Section 10.10 Release of Guarantor.                                   

A Guarantor shall be released from all of its obligations under this  
Guaranty at any time as such Guarantor sells all of its assets and ceases to    
exist or the Borrower sells all of the Capital Stock of such Guarantor, in each 
case in a transaction in permitted by the terms of this Agreement.              

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     IN WITNESS WHEREOF, the parties hereto have caused this Credit Agreement to
be duly executed and delivered by its proper and duly authorized officers as of 
the day and year first above written.                                           

BORROWER:               THE PANTRY, INC.,                                       
a Delaware corporation          

By:    /s/ Daniel J. Kelly      
                               -------------------------------------------------
Name:  Daniel J. Kelly          
                      Title: Chief Financial Officer, Vice President-Finance
and Secretary     

GUARANTORS:             R & H MAXXON, INC.,                                     
a South Carolina corporation    

By:    /s/ Daniel J. Kelly      
                               -------------------------------------------------
Name:  Daniel J. Kelly          
   Title: Executive Vice President and
 Assistant Secretary

KANGAROO, INC.,                 
a Georgia corporation           

By:    /s/ Daniel J. Kelly      
                               -------------------------------------------------
Name:  Daniel J. Kelly          
   Title: Executive Vice President and
 Assistant Secretary

EX-10.1 122nd Page of 247 TOC 1st Previous Next ↓Bottom Just 122nd
ADMINISTRATIVE AGENT    WACHOVIA BANK, NATIONAL ASSOCIATION,                    
AND LENDERS:            as Administrative Agent and a Lender                    

By:    /s/ Douglas S. Boothe    
                               -------------------------------------------------
Name:  Douglas S. Boothe        
Title: Director                 

[signature pages continue]

EX-10.1 123rd Page of 247 TOC 1st Previous Next ↓Bottom Just 123rd
WELLS FARGO BANK, N.A.,         
 as Syndication Agent and a Lender

By:    /s/ S. Michael St. Geme  
                               -------------------------------------------------
Name:  S. Michael St. Geme      
Title: Vice President           

[signature pages continue]

EX-10.1 124th Page of 247 TOC 1st Previous Next ↓Bottom Just 124th
CREDIT INDUSTRIEL ET COMMERCIAL,
as a Lender                     

                   By:    /s/ Anthony Rock            /s/ Sean Mounier
                               ----------------            ---------------------
               Name:  Anthony Rock                Sean Mounier
                       Title: Vice President              First Vice President

EX-10.1 125th Page of 247 TOC 1st Previous Next ↓Bottom Just 125th
SMOKY RIVER CDO, L.P.,          
as a Lender                     

By: RBC Leveraged Capital,      
as Portfolio Manager    

By:    /s/ Melissa Marano       
                               -------------------------------------------------
Name:  Melissa Marano           
Title: Partner                  

EX-10.1 126th Page of 247 TOC 1st Previous Next ↓Bottom Just 126th
SCHEDULE 1.1-1

 NOTICE OF ACCOUNT DESIGNATION

Dated April __, 2003

Wachovia Bank, National Association,                                            
as Administrative Agent under the                                             
Credit Agreement referred to below                                            
Charlotte Plaza                                                                 
201 South College Street, CP-23                                                 
Charlotte, North Carolina  28288-0680                                           

Attn:  Syndication Agency Services                                              

Ladies and Gentlemen:                                                           

     This Notice of Account Designation is delivered to you by The Pantry, Inc.,
a Delaware corporation (the "Borrower"), pursuant to Section 4.1 of the Amended 
and Restated Credit Agreement dated as of April __, 2003 (as amended, restated  
or otherwise modified, the "Credit Agreement") by and among the Borrower, the   
Domestic Subsidiaries of the Borrower from time to time party thereto           
(individually a "Guarantor" and collectively, the "Guarantors"), the Lenders    
from time to time party thereto and Wachovia Bank, National Association, as     
administrative agent (the "Administrative Agent").                              

     The Administrative Agent is hereby authorized to disburse all Loan proceeds
into the following account, unless the Borrower shall designate in writing to   
the Administrative Agent one or more other accounts:                            

 [INSERT Name of Bank/
 ABA Routing Number/
 and Account Number]

 IN WITNESS WHEREOF, the undersigned has executed this Notice of Account
Designation this _____ day of April, 2003.                                      

            THE PANTRY, INC.

By: 
                                         ---------------------------------------
 Name:
                                           -------------------------------------
  Title:
                                            ------------------------------------

EX-10.1 127th Page of 247 TOC 1st Previous Next ↓Bottom Just 127th
SCHEDULE 1.1-2

FORM OF MORTGAGE

EX-10.1 128th Page of 247 TOC 1st Previous Next ↓Bottom Just 128th
SCHEDULE 1.1-3

MATERIAL CONTRACTS

1.   Branded Jobber Contract between BP Products North America, Inc and The     
Pantry, Inc.                                                          

2.   Distributor Franchise Agreement between CITGO and The Pantry, Inc.         

3.   Distribution Service Agreement dated as of March 29, 1998 among The Pantry,
Lil' Champ and McLane Company, Inc., as amended.                      

4.   Third Amendment to the Distribution Service Agreement by and among The     
     Pantry, Lil' Champ Food Stores, Inc. and McLane Company, Inc. dated October
2, 2002.                                                              

5.   Indenture dated as of October 23, 1997 among The Pantry, Sandhills, Lil'   
Champ and United States Trust Company of New York, as Trustee.        

EX-10.1 129th Page of 247 TOC 1st Previous Next ↓Bottom Just 129th
SCHEDULE 1.1-4

EXISTING LETTERS OF CREDIT

                                                        [Enlarge/Download Table]

-------------------------------------------------------------------------------------------------------       
                                    OUTSTANDING BALANCE       EXPIRATION                                      
                   L/C#                AS OF 4/14/03             DATE                 BENEFICIARY             
-------------------------------------------------------------------------------------------------------       
                                                                                                              
UNBRANDED GASOLINE DEALERS                                                                                    

                  SM420708          $           500,000         6/19/2003       Flint Hills Resources         
                  SM421438          $           500,000         5/12/2003       Colonial Group                
                  SM420633          $           250,000         7/31/2003       Valero Marketing              
                  SM419414          $           500,000         1/31/2004       Colonial Oil                  
                  SM420882          $           500,000         1/31/2004       Transmontaign                 
                 SM408070C          $           400,000         3/10/2004       Marathon Ashland Petroleum    
                Sub total:          $         2,650,000                                                       
BRANDED GASOLINE DEALERS                                                                                      

                   S139521          $         2,500,000         7/31/2003       Chevron Products              
                 SM407413C          $         3,750,000         1/31/2004       Motiva                        
                  SM410464          $         1,000,000         1/31/2004       AMOCO Oil Co                  
                   S031030          $         1,000,000         1/31/2004       BP Exploration & Oil          
                 SM407742C          $         1,250,000         1/31/2004       Citgo Petroleum Corporation   
                   S151995          $           275,000         1/31/2004       Mobil                         
                Sub total:          $         9,775,000                                                       
STATE ENVIRONMENTALS                                                                                          

                  SM42220W          $            25,000         7/30/2003       Georgia Dept. of Natural      
                  SM422361          $             9,000         8/14/2003       Bureau of Petroleum Systems   
                  SM422364          $            33,710         8/14/2003       Bureau of Petroleum Systems   
                 SM422643W          $            10,523         10/1/2003       Bureau of Petroleum Systems   
                 SM422640W          $            72,078         10/1/2003       Bureau of Petroleum Systems   
                 SM422235W          $            25,000        10/19/2003       Kentucky Dept of Environ      
                  SM422232          $            77,500        10/19/2003       Tennessee dept of Environ     
                  SM200868          $            10,000         12/8/2003       Louisiana Dept. of Environ    
                  SM420235          $           200,000          3/1/2004       Commonwealth of Virginia      
                  SM420234          $            25,000          3/8/2004       South Carolina Dept. of Health
                  SM420233          $           682,200          3/9/2004       North Carolina Dept. of Envir.
                  SM420859          $            60,000         4/19/2004       Indiana Dept. of Environ. Mgmt
                Sub total:          $         1,230,011                                                       
MISCELLANEOUS                                                                                                 

                  SM200753          $         1,084,250         11/1/2003       Royal and SunAlliance         
                   S416342          $         2,483,830         1/31/2004       Greenwich Insurance           
                  S409516C          $           500,000         7/14/2003       Miller Enterprises, Inc.      
                   S135673          $         1,250,000        10/24/2003       DOCKS USA                     
                 SM419043C          $         6,526,409        11/11/2003       Liberty Mutual                
                   S014220          $           150,000         1/31/2004       KY Dept. of Labor             
                   S029762          $             1,000         1/31/2004       Dept of Agric - NC            
                   S027149          $             1,000         1/31/2004       Dept of Agric - SC            
                   S152116          $           130,000         1/31/2004       Hauffler Auto                 
                  SM420513          $         1,500,000          4/1/2004       Western Union                 
                Sub total:          $        13,626,489                                                       
               Grand Total          $        27,281,500                                                       

EX-10.1 130th Page of 247 TOC 1st Previous Next ↓Bottom Just 130th
 SCHEDULE 2.1(a)

 LENDERS AND COMMITMENTS

                                                        [Enlarge/Download Table]

                                                Revolving              Revolving          First Lien Term       First Lien Term   
                                               Commitment              Commitment         Loan Commitment       Loan Commitment   
                   Lender                        Amount                Percentage            Amount               Percentage      
--------------------------------------------------------------------------------------------------------------------------------- 
                                                                                                                                  
Wachovia Bank, National Association        $   30,000,000.00            57.692307692%   $    236,000,000.00          93.280632411%
--------------------------------------------------------------------------------------------------------------------------------- 
Wells Fargo Bank, N.A.                     $   20,000,000.00            38.461538462%                   N/A                   N/A 
--------------------------------------------------------------------------------------------------------------------------------- 
Credit Industriel et Commercial            $    2,000,000.00             3.846153846%   $      8,000,000.00           3.162055336%
--------------------------------------------------------------------------------------------------------------------------------- 
Smoky River CDO, L.P.                                    N/A                     N/A    $      9,000,000.00           3.557312253%
--------------------------------------------------------------------------------------------------------------------------------- 
Total:                                     $   52,000,000.00                     100%   $    253,000,000.00                   100%
--------------------------------------------------------------------------------------------------------------------------------- 


                                               Second Lien Term     Second Lien Term                                              
                   Lender                      Loan Commitment      Loan Commitment                                               
                                                    Amount             Percentage                                                 
------------------------------------------------------------------------------------                                              
                                                                                                                                  
Wachovia Bank, National Association             $  51,000,000.00                 100%                                             
------------------------------------------------------------------------------------                                              
Wells Fargo Bank, N.A.                                       N/A                 N/A                                              
------------------------------------------------------------------------------------                                              
Credit Industriel et Commercial                              N/A                 N/A                                              
------------------------------------------------------------------------------------                                              
Smoky River CDO, L.P.                                        N/A                 N/A                                              
------------------------------------------------------------------------------------                                              
Total:                                          $  51,000,000.00                 100%                                             
------------------------------------------------------------------------------------                                              

EX-10.1 131st Page of 247 TOC 1st Previous Next ↓Bottom Just 131st
SCHEDULE 2.1(b)(i)

 FORM OF NOTICE OF BORROWING

[Date]

Wachovia Bank, National Association,                                            
as Administrative Agent under the                                             
Credit Agreement referred to below                                            
Charlotte Plaza                                                                 
201 South College Street, CP-23                                                 
Charlotte, North Carolina  28288-0680                                           

Attention:  Syndication Agency Services                                         

Ladies and Gentlemen:                                                           

 Pursuant to Section [2.1(b)][2.5(b)] of the Amended and Restated Credit
Agreement dated as of April __, 2003 (as amended, restated or otherwise         
modified, the "Credit Agreement") by and among The Pantry, Inc., a Delaware     
corporation (the "Borrower"), the Domestic Subsidiaries of the Borrower from    
time to time party thereto (individually a "Guarantor" and collectively, the    
"Guarantors"), the Lenders from time to time party thereto and Wachovia Bank,   
National Association, as administrative agent (the "Administrative Agent"), the 
Borrower hereby requests that the following Loans be made on [date] as follows  
(the "Proposed Borrowing"):                                                     

I.   Revolving Loans requested:                                                 

        (1)  Total Amount of Revolving Loans Requested    $ ________________

(2)  Amount of (1) to be allocated                          
             to LIBOR Rate Loans                          $ ________________

(3)  Amount of (1) to be allocated                          
             to Alternate Base Rate Loans                 $ ________________

(4)  Interest Periods and amounts to be allocated           
thereto in respect of the LIBOR Rate Loans        
referenced in (2) (amounts must total (2)):       

                  (i)  one month.                         $ ________________

                  (ii) two months                         $ ________________

                  (iii) three months                      $ ________________

EX-10.1 132nd Page of 247 TOC 1st Previous Next ↓Bottom Just 132nd
                  (iv) six months                         $ ________________

                  Total LIBOR Rate Loans                  $ ________________

NOTE:     REVOLVING LOAN BORROWINGS MUST BE IN MINIMUM AMOUNTS OF (A) WITH      
     RESPECT TO LIBOR RATE LOANS $2,000,000 AND $100,000 INCREMENTS IN
     EXCESS THEREOF AND (B) WITH RESPECT TO ALTERNATE BASE RATE LOANS,
$1,000,000 AND $50,000 INCREMENTS IN EXCESS THEREOF.        

II.  Swingline Loans requested:                                                 

     (1)  Total Amount of Swingline Loans Requested $ ________________

NOTE:     SWINGLINE LOAN BORROWINGS MUST BE IN MINIMUM AMOUNTS OF $50,000 AND IN
INTEGRAL AMOUNTS OF $25,000 IN EXCESS THEREOF.              

 Terms defined in the Credit Agreement shall have the same meanings when
used herein.                                                                    

    The undersigned hereby certifies that the following statements are true on
the date hereof and will be true on the date of the Proposed Borrowing:         

(A)  The representations and warranties made by the Credit  
 Parties in the Credit Agreement, in the Security Documents or which are
   contained in any certificate furnished at any time under or in connection
   therewith shall be true and correct on and as of the date of the Proposed
Borrowing as if made on and as of such date except to the extent such 
    representations and warranties specifically relate to any earlier date, in
 which case such representations and warranties shall have been true and
correct as of such earlier date.                                      

      (B)  No Default or Event of Default has occurred and is continuing
after giving effect to the Proposed Borrowing.                        

       (C)  Immediately after giving effect to the Proposed Borrowing (and
    the application of the proceeds thereof), the sum of outstanding Revolving
Loans plus outstanding Swingline Loans plus LOC Obligations shall not 
exceed the Revolving Committed Amount.                                

EX-10.1 133rd Page of 247 TOC 1st Previous Next ↓Bottom Just 133rd
             Very truly yours,

            THE PANTRY, INC.

By: 
                                         ---------------------------------------
 Name:
                                           -------------------------------------
  Title:
                                            ------------------------------------

EX-10.1 134th Page of 247 TOC 1st Previous Next ↓Bottom Just 134th
 SCHEDULE 2.1(e)

FORM OF REVOLVING NOTE

Principal Amount:  $__________                              ____________, ______
Lender:____________                                                             

FOR VALUE RECEIVED, the undersigned, THE PANTRY, INC., a Delaware     
corporation (the "Borrower"), hereby unconditionally promises to pay, on the    
Maturity Date (as defined in the Credit Agreement referred to below), to the    
order of the above-named Lender (the "Lender") at the office of the             
Administrative Agent (as defined below) located at Charlotte Plaza, 201 South   
College Street, CP-23, Charlotte, North Carolina 28288-0680, in lawful money of 
the United States of America and in immediately available funds, the principal  
amount of set forth above or, if less, the aggregate unpaid principal amount of 
all Revolving Loans made by the Lender to the undersigned pursuant to Section   
2.1 of the Credit Agreement. The undersigned further agrees to pay interest in  
like money at such office on the unpaid principal amount hereof and, to the     
extent permitted by law, accrued interest in respect hereof from time to time   
from the date hereof until payment in full of the principal amount hereof and   
accrued interest hereon, at the rates and on the dates set forth in the Credit  
Agreement.                                                                      

 The holder of this Note is authorized to endorse the date and amount of
each Revolving Loan made pursuant to Section 2.1 of the Credit Agreement and    
each payment of principal and interest with respect thereto and its character as
a LIBOR Rate Loan or an Alternate Base Rate Loan on Schedule I annexed hereto   
and made a part hereof, or on a continuation thereof which shall be attached    
hereto and made a part hereof, which endorsement shall constitute prima facie   
evidence of the accuracy of the information endorsed; provided, however, that   
the failure to make any such endorsement shall not affect the obligations of the
undersigned under this Note.                                                    

This Note is one of the Revolving Notes referred to in the Amended and
Restated Credit Agreement dated as of April __, 2003 (as amended, restated or   
otherwise modified, the "Credit Agreement") by and among the Borrower, the      
Domestic Subsidiaries of the Borrower from time to time party thereto, as       
Guarantors, the Lenders from time to time party thereto and Wachovia Bank,      
National Association, as administrative agent (the "Administrative Agent"), and 
is entitled to the benefits thereof. Terms used but not otherwise defined herein
shall have the meanings provided in the Credit Agreement.                       

     Upon the occurrence and during the continuance of any Event of Default, all
amounts then remaining unpaid on this Note shall become, or may be declared to  
be, immediately due and payable, all as provided in the Credit Agreement. In the
event this Note is not paid when due at any stated or accelerated maturity, the 
Borrower agrees to pay, in addition to principal and interest, all costs of     
collection, including reasonable attorneys' fees.                               

EX-10.1 135th Page of 247 TOC 1st Previous Next ↓Bottom Just 135th
 All parties now and hereafter liable with respect to this Note, whether
maker, principal, surety, endorser or otherwise, hereby waive presentment,      
demand, protest and all other notices of any kind.                              

     This Note shall be governed by, and construed and interpreted in accordance
with, the laws of the State of New York. The Borrower agrees that Sections      
5-1401 and 5-1402 of the General Obligations law of the State of New York shall 
apply to this Note.                                                             

            THE PANTRY, INC.

By: 
                               -----------------------------
 Name:
                                 ---------------------------
  Title:
                                  --------------------------

EX-10.1 136th Page of 247 TOC 1st Previous Next ↓Bottom Just 136th
SCHEDULE 1
to
Revolving Note

 LOANS AND PAYMENTS OF PRINCIPAL

                                                                [Download Table]

                                                 Principal                      
         Amount  Type                              Paid                         
          of      of       Interest    Interest     or      Principal  Notation 
Date     Loan    Loan/1/     Rate       Period   Converted   Balance    Made By 
------  -------  -------  ----------  ---------  ---------  ---------  ---------
                                                                                
------  -------  -------  ----------  ---------  ---------  ---------  ---------

------  -------  -------  ----------  ---------  ---------  ---------  ---------

------  -------  -------  ----------  ---------  ---------  ---------  ---------

------  -------  -------  ----------  ---------  ---------  ---------  ---------

------  -------  -------  ----------  ---------  ---------  ---------  ---------

------  -------  -------  ----------  ---------  ---------  ---------  ---------

------  -------  -------  ----------  ---------  ---------  ---------  ---------

------  -------  -------  ----------  ---------  ---------  ---------  ---------

------  -------  -------  ----------  ---------  ---------  ---------  ---------

------  -------  -------  ----------  ---------  ---------  ---------  ---------

------  -------  -------  ----------  ---------  ---------  ---------  ---------

------  -------  -------  ----------  ---------  ---------  ---------  ---------

------  -------  -------  ----------  ---------  ---------  ---------  ---------

------  -------  -------  ----------  ---------  ---------  ---------  ---------

------  -------  -------  ----------  ---------  ---------  ---------  ---------

------  -------  -------  ----------  ---------  ---------  ---------  ---------

------  -------  -------  ----------  ---------  ---------  ---------  ---------

------  -------  -------  ----------  ---------  ---------  ---------  ---------

------  -------  -------  ----------  ---------  ---------  ---------  ---------

----------                                                                      
/1/  The type of Loan may be represented either by "L" for LIBOR Rate Loans or  
"ABR" for Alternate Base Rate Loans.                                  

EX-10.1 137th Page of 247 TOC 1st Previous Next ↓Bottom Just 137th
 SCHEDULE 2.2(d)

FORM OF FIRST LIEN TERM NOTE

$__________________                                                             
Lender:_____________                                            _________, _____

FOR VALUE RECEIVED, the undersigned, THE PANTRY, INC., a Delaware     
corporation, hereby unconditionally promises to pay, on each date specified in  
the Credit Agreement referred to below for the payment of principal and on the  
Maturity Date (as defined in the Credit Agreement), to the order of the         
above-named Lender (the "Lender") at the office of the Administrative Agent (as 
defined below) located at Charlotte Plaza, 201 South College Street, CP-23,     
Charlotte, North Carolina 28288-0680, in lawful money of the United States of   
America and in immediately available funds, the principal amount set forth      
above, which is the aggregate principal amount of the First Lien Term Loan made 
by the Lenders pursuant to Section 2.2 of the Credit Agreement. The undersigned 
further agrees to pay interest in like money at such office on the unpaid       
principal amount hereof and, to the extent permitted by law, accrued interest in
respect hereof from time to time from the date hereof until payment in full of  
the principal amount hereof and accrued interest hereon, at the rates and on the
dates set forth in the Credit Agreement.                                        

 The holder of this Note is authorized to endorse the date and amount of
each First Lien Term Loan pursuant to Section 2.2 of the Credit Agreement and   
each payment of principal and interest with respect thereto and its character as
a LIBOR Rate Loan or an Alternate Base Rate Loan on Schedule I annexed hereto   
and made a part hereof, or on a continuation thereof which shall be attached    
hereto and made a part hereof, which endorsement shall constitute prima facie   
evidence of the accuracy of the information endorsed; provided, however, that   
the failure to make any such endorsement shall not affect the obligations of the
undersigned under this Note.                                                    

  This Note is one of the First Lien Term Notes referred to in the Amended
and Restated Credit Agreement dated as of April __, 2003 (as amended, restated  
or otherwise modified, the "Credit Agreement") by and among the Borrower, the   
Domestic Subsidiaries of the Borrower from time to time party thereto, as       
Guarantors, the Lenders from time to time party thereto and Wachovia Bank,      
National Association, as administrative agent (the "Administrative Agent"), and 
is entitled to the benefits thereof. Terms used but not otherwise defined herein
shall have the meanings provided in the Credit Agreement.                       

     Upon the occurrence and during the continuance of any Event of Default, all
amounts then remaining unpaid on this Note shall become, or may be declared to  
be, immediately due and payable, all as provided in the Credit Agreement. In the
event this Note is not paid when due at any stated or accelerated maturity, the 
Borrower agrees to pay, in addition to principal and interest, all costs of     
collection, including reasonable attorneys' fees.                               

EX-10.1 138th Page of 247 TOC 1st Previous Next ↓Bottom Just 138th
 All parties now and hereafter liable with respect to this Note, whether
maker, principal, surety, endorser or otherwise, hereby waive presentment,      
demand, protest and all other notices of any kind.                              

     This Note shall be governed by, and construed and interpreted in accordance
with, the laws of the State of New York. The Borrower agrees that Sections      
5-1401 and 5-1402 of the General Obligations law of the State of New York shall 
apply to this Note.                                                             

            THE PANTRY, INC.

By: 
                                         ---------------------------------------
 Name:
                                           -------------------------------------
  Title:
                                            ------------------------------------

EX-10.1 139th Page of 247 TOC 1st Previous Next ↓Bottom Just 139th
SCHEDULE 1
to
First Lien Term Note

 LOANS AND PAYMENTS OF PRINCIPAL

                                                        [Enlarge/Download Table]

                                                            Principal                      
         Amount   Type                                        Paid                         
          of       of      Interest    Interest   Maturity     or      Principal  Notation 
Date     Loan    Loan/1/     Rate       Period      Date    Converted   Balance    Made By 
------  -------  -------  ----------  ---------  ---------  ---------  ---------  ---------
                                                                                           
------  -------  -------  ----------  ---------  ---------  ---------  ---------  ---------

------  -------  -------  ----------  ---------  ---------  ---------  ---------  ---------

------  -------  -------  ----------  ---------  ---------  ---------  ---------  ---------

------  -------  -------  ----------  ---------  ---------  ---------  ---------  ---------

------  -------  -------  ----------  ---------  ---------  ---------  ---------  ---------

------  -------  -------  ----------  ---------  ---------  ---------  ---------  ---------

------  -------  -------  ----------  ---------  ---------  ---------  ---------  ---------

------  -------  -------  ----------  ---------  ---------  ---------  ---------  ---------

------  -------  -------  ----------  ---------  ---------  ---------  ---------  ---------

------  -------  -------  ----------  ---------  ---------  ---------  ---------  ---------

------  -------  -------  ----------  ---------  ---------  ---------  ---------  ---------

------  -------  -------  ----------  ---------  ---------  ---------  ---------  ---------

------  -------  -------  ----------  ---------  ---------  ---------  ---------  ---------

------  -------  -------  ----------  ---------  ---------  ---------  ---------  ---------

------  -------  -------  ----------  ---------  ---------  ---------  ---------  ---------

------  -------  -------  ----------  ---------  ---------  ---------  ---------  ---------

------  -------  -------  ----------  ---------  ---------  ---------  ---------  ---------

------  -------  -------  ----------  ---------  ---------  ---------  ---------  ---------

------  -------  -------  ----------  ---------  ---------  ---------  ---------  ---------

----------                                                                      
/1/  The type of Loan may be represented either by "L" for LIBOR Rate Loans or  
"ABR" for Alternate Base Rate Loans.                                  

EX-10.1 140th Page of 247 TOC 1st Previous Next ↓Bottom Just 140th
 SCHEDULE 2.3(d)

 FORM OF SECOND LIEN TERM NOTE

$___________________                                                            
Lender:_____________                                           __________, _____

FOR VALUE RECEIVED, the undersigned, THE PANTRY, INC., a Delaware     
corporation, hereby unconditionally promises to pay, on each date specified in  
the Credit Agreement referred to below for the payment of principal and on the  
Maturity Date (as defined in the Credit Agreement), to the order of the         
above-named Lender (the "Lender") at the office of the Administrative Agent     
located at Charlotte Plaza, 201 South College Street, CP-23, Charlotte, North   
Carolina 28288-0680, in lawful money of the United States of America and in     
immediately available funds, the principal amount set forth above, which is the 
aggregate principal amount of the Second Lien Term Loan made by the Lenders     
pursuant to Section 2.3 of the Credit Agreement. The undersigned further agrees 
to pay interest in like money at such office on the unpaid principal amount     
hereof and, to the extent permitted by law, accrued interest in respect hereof  
from time to time from the date hereof until payment in full of the principal   
amount hereof and accrued interest hereon, at the rates and on the dates set    
forth in the Credit Agreement.                                                  

 The holder of this Note is authorized to endorse the date and amount of
each Second Lien Term Loan pursuant to Section 2.3 of the Credit Agreement and  
each payment of principal and interest with respect thereto and its character as
a LIBOR Rate Loan or an Alternate Base Rate Loan on Schedule I annexed hereto   
and made a part hereof, or on a continuation thereof which shall be attached    
hereto and made a part hereof, which endorsement shall constitute prima facie   
evidence of the accuracy of the information endorsed; provided, however, that   
the failure to make any such endorsement shall not affect the obligations of the
undersigned under this Note.                                                    

   This Note is one of the Second Lien Term Notes referred to in the Amended
and Restated Credit Agreement dated as of April __, 2003 (as amended, restated  
or otherwise modified, the "Credit Agreement") by and among the Borrower, the   
Domestic Subsidiaries of the Borrower from time to time party thereto, as       
Guarantors, the Lenders from time to time party thereto and Wachovia Bank,      
National Association, as administrative agent (the "Administrative Agent"), and 
is entitled to the benefits thereof. Terms used but not otherwise defined herein
shall have the meanings provided in the Credit Agreement.                       

     Upon the occurrence and during the continuance of any Event of Default, all
amounts then remaining unpaid on this Note shall become, or may be declared to  
be, immediately due and payable, all as provided in the Credit Agreement. In the
event this Note is not paid when due at any stated or accelerated maturity, the 
Borrower agrees to pay, in addition to principal and interest, all costs of     
collection, including reasonable attorneys' fees.                               

EX-10.1 141st Page of 247 TOC 1st Previous Next ↓Bottom Just 141st
 All parties now and hereafter liable with respect to this Note, whether
maker, principal, surety, endorser or otherwise, hereby waive presentment,      
demand, protest and all other notices of any kind.                              

     This Note shall be governed by, and construed and interpreted in accordance
with, the laws of the State of New York. The Borrower agrees that Sections      
5-1401 and 5-1402 of the General Obligations law of the State of New York shall 
apply to this Note.                                                             

            THE PANTRY, INC.

By: 
                              ----------------------------
 Name:
                                --------------------------
  Title:
                                 -------------------------

EX-10.1 142nd Page of 247 TOC 1st Previous Next ↓Bottom Just 142nd
SCHEDULE 1
to
 Second Lien Term Note

 LOANS AND PAYMENTS OF PRINCIPAL

                                                                [Download Table]

                                                 Principal                      
         Amount  Type                              Paid                         
          of      of       Interest    Interest     or      Principal  Notation 
Date     Loan    Loan/2/     Rate       Period   Converted   Balance    Made By 
------  -------  -------  ----------  ---------  ---------  ---------  ---------
                                                                                
------  -------  -------  ----------  ---------  ---------  ---------  ---------

------  -------  -------  ----------  ---------  ---------  ---------  ---------

------  -------  -------  ----------  ---------  ---------  ---------  ---------

------  -------  -------  ----------  ---------  ---------  ---------  ---------

------  -------  -------  ----------  ---------  ---------  ---------  ---------

------  -------  -------  ----------  ---------  ---------  ---------  ---------

------  -------  -------  ----------  ---------  ---------  ---------  ---------

------  -------  -------  ----------  ---------  ---------  ---------  ---------

------  -------  -------  ----------  ---------  ---------  ---------  ---------

------  -------  -------  ----------  ---------  ---------  ---------  ---------

------  -------  -------  ----------  ---------  ---------  ---------  ---------

------  -------  -------  ----------  ---------  ---------  ---------  ---------

------  -------  -------  ----------  ---------  ---------  ---------  ---------

------  -------  -------  ----------  ---------  ---------  ---------  ---------

------  -------  -------  ----------  ---------  ---------  ---------  ---------

------  -------  -------  ----------  ---------  ---------  ---------  ---------

------  -------  -------  ----------  ---------  ---------  ---------  ---------

------  -------  -------  ----------  ---------  ---------  ---------  ---------

------  -------  -------  ----------  ---------  ---------  ---------  ---------

----------                                                                      
/2/  The type of Loan may be represented either by "L" for LIBOR Rate Loans or  
"ABR" for Alternate Base Rate Loans.                                  

EX-10.1 143rd Page of 247 TOC 1st Previous Next ↓Bottom Just 143rd
 SCHEDULE 2.5(d)

FORM OF SWINGLINE NOTE

$10,000,000                                                   ____________, 2003

FOR VALUE RECEIVED, the undersigned, THE PANTRY, INC., a Delaware     
corporation (the "Borrower"), hereby unconditionally promises to pay, on each   
date specified in the Credit Agreement referred to below for the payment of     
principal and on the Maturity Date (as defined in the Credit Agreement referred 
to below), to the order of WACHOVIA BANK, NATIONAL ASSOCIATION (the "Swingline  
Lender") at the office of the Administrative Agent (as defined below) located at
Charlotte Plaza, 201 South College Street, CP-23, Charlotte, North Carolina     
28288-0680, in lawful money of the United States of America and in immediately  
available funds, the principal amount of (a) TEN MILLION DOLLARS ($10,000,000), 
or, if less, (b) the aggregate unpaid principal amount of all Swingline Loans   
made by the Swingline Lender to the undersigned pursuant to Section 2.5 of the  
Credit Agreement referred to below. The undersigned further agrees to pay       
interest in like money at such office on the unpaid principal amount hereof and,
to the extent permitted by law, accrued interest in respect hereof from time to 
time from the date hereof until payment in full of the principal amount hereof  
and accrued interest hereon, at the rates and on the dates set forth in the     
Credit Agreement.                                                               

 The holder of this Note is authorized to endorse the date and amount of
each Swingline Loan made pursuant to Section 2.5 of the Credit Agreement and    
each payment of principal and interest with respect thereto on Schedule I       
annexed hereto and made a part hereof, or on a continuation thereof which shall 
be attached hereto and made a part hereof, which endorsement shall constitute   
prima facie evidence of the accuracy of the information endorsed; provided,     
however, that the failure to make any such endorsement shall not affect the     
obligations of the undersigned under this Note.                                 

 This Note is the Swingline Note referred to in the Amended and Restated
Credit Agreement dated as of April __, 2003 (as amended, restated or otherwise  
modified, the "Credit Agreement") by and among the Borrower, the Domestic       
Subsidiaries of the Borrower from time to time party thereto, as Guarantors, the
Lenders from time to time party thereto and Wachovia Bank, National Association,
as administrative agent (the "Administrative Agent"), and is entitled to the    
benefits thereof. Terms used but not otherwise defined herein shall have the    
meanings provided in the Credit Agreement.                                      

     Upon the occurrence and during the continuance of any Event of Default, all
amounts then remaining unpaid on this Note shall become, or may be declared to  
be, immediately due and payable, all as provided in the Credit Agreement. In the
event this Note is not paid when due at any stated or accelerated maturity, the 
Borrower agrees to pay, in addition to principal and interest, all costs of     
collection, including reasonable attorneys' fees.                               

 4

EX-10.1 144th Page of 247 TOC 1st Previous Next ↓Bottom Just 144th
 All parties now and hereafter liable with respect to this Note, whether
maker, principal, surety, endorser or otherwise, hereby waive presentment,      
demand, protest and all other notices of any kind.                              

     This Note shall be governed by, and construed and interpreted in accordance
with, the laws of the State of New York. The Borrower agrees that Sections      
5-1401 and 5-1402 of the General Obligations law of the State of New York shall 
apply to this Note.                                                             

            THE PANTRY, INC.

By: 
                                         ---------------------------------------
 Name:
                                           -------------------------------------
  Title:
                                            ------------------------------------

 5

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SCHEDULE 1
to
Swingline Note

 LOANS AND PAYMENTS OF PRINCIPAL

Amount                                                    
 Of           Principal        Principal        Notation
Date       Loan            Paid            Balance          Made By           
------     -------        ---------        ---------        --------            

------     -------        ---------        ---------        --------            

------     -------        ---------        ---------        --------            

------     -------        ---------        ---------        --------            

------     -------        ---------        ---------        --------            

------     -------        ---------        ---------        --------            

------     -------        ---------        ---------        --------            

------     -------        ---------        ---------        --------            

------     -------        ---------        ---------        --------            

------     -------        ---------        ---------        --------            

------     -------        ---------        ---------        --------            

------     -------        ---------        ---------        --------            

------     -------        ---------        ---------        --------            

------     -------        ---------        ---------        --------            

------     -------        ---------        ---------        --------            

------     -------        ---------        ---------        --------            

------     -------        ---------        ---------        --------            

------     -------        ---------        ---------        --------            

------     -------        ---------        ---------        --------            

------     -------        ---------        ---------        --------            

------     -------        ---------        ---------        --------            

 6

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 SCHEDULE 2.8(a)

FORM OF NOTICE OF PREPAYMENT

 Dated as of: ________________

Wachovia Bank, National Association,                                            
as Administrative Agent under the                                             
Credit Agreement referred to below                                            
Charlotte Plaza                                                                 
201 South College Street, CP-23                                                 
Charlotte, North Carolina  28288-0680                                           
Attn:  Syndication Agency Services                                              

Ladies and Gentlemen:                                                           

  This irrevocable Notice of Prepayment is delivered to you by The Pantry,
Inc. (the "Borrower"), in connection with the Amended and Restated Credit       
Agreement dated as of April __, 2003 (as amended, restated or otherwise         
modified, the "Credit Agreement") by and among the Borrower, the Domestic       
Subsidiaries of the Borrower from time to time party thereto, as Guarantors, the
Lenders from time to time party thereto and Wachovia Bank, National Association,
as administrative agent (the "Administrative Agent").                           

   1.   The Borrower hereby provides notice to the Administrative Agent that
it shall voluntarily prepay the following [Alternate Base Rate Loans] 
[LIBOR Rate Loans] in an amount equal to _____________.               

2.   The Loan to be prepaid is a [check applicable box]               

[ ]   Revolving Loan                                        

[ ]   First Lien Term Loan                                  

[ ]   Second Lien Term Loan                                 

    3.   The Borrower shall prepay the above-referenced Loans on the following
Business Day: _______________. (Complete with a Business Day at least one (1)   
Business Day subsequent to the date of this Notice of Prepayment with respect to
an Alternate Base Rate Loan and three (3) Business Days subsequent to the date  
of this Notice of Prepayment with respect to any LIBOR Rate Loan).              

 7

EX-10.1 147th Page of 247 TOC 1st Previous Next ↓Bottom Just 147th
  4.   Capitalized terms used herein and not defined herein shall have the
meanings assigned thereto in the Credit Agreement.                              

 8

EX-10.1 148th Page of 247 TOC 1st Previous Next ↓Bottom Just 148th
    IN WITNESS WHEREOF, the undersigned has executed this Notice of Prepayment
this ____ day of _______, ____.                                                 

            THE PANTRY, INC.

By: 
                              ----------------------------
 Name:
                                --------------------------
  Title:
                                 -------------------------
 9

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 SCHEDULE 2.11

FORM OF NOTICE OF CONVERSION/EXTENSION

[Date]

Wachovia Bank, National Association,                                            
as Administrative Agent under the                                             
Credit Agreement referred to below                                            
Charlotte Plaza                                                                 
201 South College Street, CP-23                                                 
Charlotte, North Carolina  28288-0680                                           
Attn:  Syndication Agency Services                                              

Ladies and Gentlemen:                                                           

Pursuant to Section 2.11 of the Amended and Restated Credit Agreement,
dated as of April __, 2003 (as amended, restated, supplemented or otherwise     
modified from time to time, the "Credit Agreement"), among The Pantry, Inc. (the
"Borrower"), the Domestic Subsidiaries of the Borrower from time to time party  
thereto, as Guarantors, the Lenders from time to time party thereto and Wachovia
Bank, National Association, as administrative agent (the "Administrative        
Agent"), the Borrower hereby requests conversion or extension of the following  
Loans be made on [date] as follows (the "Proposed Conversion/Extension"):       

Applicable Loan                                                       

_______        Revolving Loan                                         
_______        First Lien Term Loan                                   
______         Second Lien Term Loan                                  

(1)  Total Amount of Loans to be                  
               converted/extended                   $_________________

(2)  Amount of (1) to be allocated                
               to LIBOR Rate Loans                  $ ________________

(3)  Amount of (1) to be allocated                
               to Alternate Base Rate Loans         $ ________________

(4)  Interest Periods and amounts                 
to be allocated thereto in respect of   
the LIBOR Rate Loans referenced         

10

EX-10.1 150th Page of 247 TOC 1st Previous Next ↓Bottom Just 150th
in (2) (amounts must total (2)):        

               (i)  one month                       $ ________________

               (ii) two months                      $ ________________

               (iii)three months                    $ ________________

               (iv) six months                      $ ________________

               Total LIBOR Rate Loans               $ ________________

NOTE:     CONVERSIONS TO LIBOR LOANS MUST BE IN MINIMUM AMOUNTS OF $2,000,000   
AND $100,000 INCREMENTS IN EXCESS THEREOF.                  

 Terms defined in the Credit Agreement shall have the same meanings when
used herein.                                                                    

    The undersigned hereby certifies that, as of the date hereof and as of the
date of the Proposed Conversion/Extension, no Default or Event of Default has   
occurred and is continuing after giving effect to the Proposed                  
Conversion/Extension.                                                           

             Very truly yours,

            THE PANTRY, INC.

By: 
                               -----------------------------
 Name:
                                 ---------------------------
  Title:
                                  --------------------------

11

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 SCHEDULE 2.19

2.19 CERTIFICATE

Reference is hereby made to the Amended and Restated Credit Agreement,
dated as of April, __, 2003, (as amended, restated, supplemented or otherwise   
modified from time to time, the "Credit Agreement"), among The Pantry, Inc. (the
"Borrower"), the Domestic Subsidiaries of the Borrower from time to time party  
thereto, as Guarantors, the Lenders from time to time party thereto and Wachovia
Bank, National Association, as Administrative Agent. Terms defined in the Credit
Agreement shall have the same meanings when used herein. Pursuant to the        
provisions of Section 2.19 of the Credit Agreement, the undersigned hereby      
certifies that it is not a "bank" as such term is used in Section 881(c)(3)(A)  
of the Internal Revenue Code of 1986, as amended.                               

            [NAME OF LENDER]

By: 
                               -----------------------------
 Name:
                                 ---------------------------
  Title:
                                  --------------------------

12

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SCHEDULE 3.1-1

 JURISDICTIONS OF INCORPORATION/ORGANIZATION

BORROWER                                                                        

NAME                                           STATE OF INCORPORATION           

The Pantry, Inc.                            Delaware                      

SUBSIDIARIES                                                                    

NAME OF SUBSIDIARY                             STATE OF INCORPORATION           

R & H Maxxon, Incorporated                  South Carolina                
Kangaroo, Inc.                              Georgia                       

13

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SCHEDULE 3.1-2

 SUBSIDIARIES; CAPITAL STRUCTURE

1.   Kangaroo, Inc has authorized 100,000 shares of common stock; no par value  
 per share, of which 8,000 shares, all of which are owned by The Pantry,
Inc., are issued and outstanding                                      

2.   R & H Maxxon, Incorporated has authorized 10,000 shares of common stock;   
   $10.00 par value per share, of which 2,210 shares, all of which are owned
by The Pantry, Inc., are issued and outstanding.                      

14

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 SCHEDULE 3.2(b)

CONFLICTS WITH CONTRACTUAL OBLIGATIONS; CONSENTS

None.                                                                           

15

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SCHEDULE 3.5

 REAL PROPERTIES

Prog - STR005R    *      Store Property Type and Address              Page    1 
Date -  4/10/2003 *                                                             
Time - 11:05:02   *                                                             
*******************                                                             

                                                        [Enlarge/Download Table]

Pr  Store   Old     Open                                                                 
Tp    #     Cbr     Date        County     Street Address         City/State/Zip         
                                                                                         
L   1001         07/01/1971  Alachua    3423 SE HAWTHORNE RD  GAINESVILLE, FL 32641      
L   1002         07/01/1971  Alachua    4310 SE HAWTHORNE RD  GAINESVILLE, FL 32641      
L   1003         07/01/1971  Alachua    6825 SE 221ST STREET  HAWTHORNE, FL 32640        
O   1010   1010  11/20/1971  Marion     5198 SE ABSHIER BLVD  BELLEVIEW, FL 34420        
O   1013   1013  01/14/1972  Bradford   2158 N TEMPLE AVENUE  STARKE, FL 32091           
L   1014         01/06/1972  Duval      5573 PLAYA WAY        JACKSONVILLE, FL 32211     
L   1030         05/14/1972  Osceola    4899 E ERLO BRONSON   ST CLOUD, FL 34771         
L   1034         07/02/1972  St. Johns  138 NORTH SR 13       JACKSONVILLE, FL 32092     
O   1035   1035  07/16/1972  St. Johns  9900 SHANDS PIER RD   JACKSONVILLE, FL 32259     
O   1040   1040  10/14/1972  St. Johns  120 VILANO ROAD       ST AUGUSTINE, FL 32095     
O   1041   1041  12/02/1972  Levy       392 N. HATHAWAY AVE   BRONSON, FL 32612          
O   1042   1042  12/16/1972  Sumter     8727 N US 301         WILDWOOD, FL 34785         
O   1043   1043  12/09/1972  St. Johns  6929 A1A, S           ST AUGUSTINE, FL 32086     
L   1051         02/01/1973  Duval      5959 OLD KINGS RD     JACKSONVILLE, FL 32254     
L   1058         05/18/1973  Duval      15411 N. MAIN ST      JACKSONVILLE, FL 32218     
L   1060   1060  06/29/1973  St. Johns  465 STATE ROAD 16     ST AUGUSTINE, FL 32095     
L   1063         12/14/1973  Orange     2691 ORANGE BLOSSOM   ZELLWOOD, FL 32798         
L   1064         04/19/1974  Duval      1696 HAMMOND BLVD     JACKSONVILLE, FL 32221     
O   1066   1066  01/31/1974  Seminole   1920 FRENCH AVENUE    SANFORD, FL 32771          
O   1069   1069  03/08/1974  St. Johns  4760 US 1,  N, SUITE  ST AUGUSTINE, FL 32095     
O   1084   1084  07/26/1974  Duval      11985 BEACH BLVD      JACKSONVILLE, FL 32246     
L   1085         08/01/1974  Duval      630 US 90 WEST        BALDWIN, FL 32234          
L   1086         10/11/1974  Duval      9763 103RD STREET     JACKSONVILLE, FL 32210     
O   1095   1095  07/25/1975  Duval      2810 SR A1A           ATLANTIC BEACH, FL 32233   
L   1097   1097  11/14/1975  Duval      4209 PHILLIPS HWY     JACKSONVILLE, FL 32207     
O   1101   1101  08/27/1976  St. Johns  511 ANASTASIA BLVD    ST AUGUSTINE, FL 32084     
O   1102   1102  09/24/1976  Duval      5708 NW 34TH ST       GAINESVILLE, FL 32653      
O   1106   1106  11/18/1976  Alachua    203 NE 39TH AVE       GAINESVILLE, FL 32609      
L   1107         12/16/1976  Alachua    3520 N WALDO RD       GAINESVILLE, FL 32609      
L   1110         03/03/1977  Seminole   551 W HWY 436         ALTAMONTE SPRINGS, FL 32714
O   1113   1113  11/03/1977  Seminole   1119 E 25TH ST        SANFORD, FL 32771          
O   1119   1119  08/23/1977  Alachua    16130- 10 N.W. US HW  ALACHUA, FL 32615          
L   1120         08/23/1977  Alachua    410 NW SANTA FE BLVD  HIGH SPRINGS, FL 32643     
L   1125         04/27/1978  Duval      13857 N MAIN ST       JACKSONVILLE, FL 32218     
O   1127   1127  08/03/1978  Duval      953 NEW BERLIN RD     JACKSONVILLE, FL 32218     
L   1130         11/17/1978  Duval      7144 ATLANTIC BLVD    JACKSONVILLE, FL 32211     
O   1132   1132  02/15/1979  Duval      9750 OLD ST AUG. RD   JACKSONVILLE, FL 32257     
O   1133   1133  03/21/1979  Duval      6655 OLD KINGS RD,N   JACKSONVILLE, FL 32219     
O   1134   1134  04/19/1979  Duval      310 SOUTH LANE AVE    JACKSONVILLE, FL 32254     
O   1136   1136  09/12/1979  Duval      2950 EDGEWOOD AVE,N   JACKSONVILLE, FL 32254     
L   1137         10/04/1979  Duval      12743 ATLANTIC BLVD   JACKSONVILLE, FL 32225     
L   1138         09/11/1979  Alachua    4234 SW 20TH AVENUE   GAINESVILLE, FL 32607      
O   1142   1142  07/24/1980  Alachua    3509 WILLISTON ROAD   GAINESVILLE, FL 32608      
L   1145         06/26/1980  Duval      907 S LANE AVE        JACKSONVILLE, FL 32205     
L   1146         07/31/1980  Duval      301 ATLANTIC BLVD     NEPTUNE BEACH, FL 32266    
L   1147         10/02/1980  Duval      5553 ST AUGUSTINE RD  JACKSONVILLE, FL 32207     
L   1148         10/09/1980  Duval      4152 OLD MIDDLEBURG   JACKSONVILLE, FL 32210     
L   1150         02/12/1981  Duval      1081 US 301           BALDWIN, FL 32234          
L   1153         05/04/1981  Duval      1255 N MAIN STREET    JACKSONVILLE, FL 32206     
L   1156         10/09/1981  Orange     3965 SILVER STAR RD   ORLANDO, FL 32808          
O   1158   1158  09/17/1981  Duval      1005 EDGEWOOD AVE, S  JACKSONVILLE, FL 32205     
L   1159         10/29/1981  Duval      1765 JONES ROAD       JACKSONVILLE, FL 32220     

16

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Prog - STR005R    *      Store Property Type and Address               Page    2
Date -  4/10/2003 *                                                             
Time - 11:05:02   *                                                             
*******************                                                             

                                                        [Enlarge/Download Table]

Pr  Store   Old     Open                                                                  
Tp    #     Cbr     Date        County     Street Address         City/State/Zip          
                                                                                          
L   1160         12/10/1981  Duval      7603 103RD STREET     JACKSONVILLE, FL 32210      
L   1161         11/14/1982  St. Johns  3690 US 1, S          ST AUGUSTINE, FL 32086      
L   1165         03/25/1982  Duval      7079 N MAIN ST        JACKSONVILLE, FL 32208      
L   1167         06/10/1982  Alachua    14225 W NEWBERRY RD   NEWBERRY, FL 32669          
L   1168         06/17/1982  Clay       1312 BLANDING BLVD    ORANGE PARK, FL 32065       
L   1169         07/02/1982  St. Johns  351 A1A BEACH BLVD    ST AUGUSTINE BEACH, FL 32084
L   1170         10/28/1982  Clay       1300 IDLEWILD AVE     GREEN COVE SPRINGS, FL 32043
O   1172   1172  01/06/1983  Clay       2468 BLANDING BLVD    MIDDLEBURG, FL 32068        
L   1174         02/17/1983  Duval      9615 HECKSCHER DR     JACKSONVILLE, FL 32226      
L   1176         03/25/1983  St. Johns  8880 A1A SOUTH        ST AUGUSTINE, FL 32086      
L   1177         05/06/1983  Duval      10401 NORMANDY BLVD   JACKSONVILLE, FL 32221      
L   1178         06/02/1983  Duval      5700 PHILLIPS HWY     JACKSONVILLE, FL 32216      
L   1179         06/09/1983  Duval      11410 OLD ST AUGUSTI  JACKSONVILLE, FL 32258      
L   1180         07/21/1983  Duval      8350 BAYMEADOWS RD    JACKSONVILLE, FL 32256      
L   1181         08/11/1983  Levy       553 N MAIN ST         WILLISTON, FL 32696         
L   1182         08/18/1983  Levy       349 E NOBLE AVE       WILLISTON, FL 32696         
L   1184         11/03/1983  Orange     2901 US HIGHWAY 441   PLYMOUTH, FL 32768          
L   1185         09/16/1983  Duval      770 MCDUFF AVE        JACKSONVILLE, FL 32254      
L   1187         10/13/1983  Duval      1601 PENMAN ROAD      JACKSONVILLE BEACH, FL 32250
O   1195   1195  08/09/1984  Duval      4525 SUNBEAM RD       JACKSONVILLE, FL 32257      
L   1196         08/02/1984  Duval      11531-15 SAN JOSE BL  JACKSONVILLE, FL 32223      
L   1198         11/02/1984  Clay       2816 BLANDING BLVD    MIDDLEBURG, FL 32068        
L   1200         11/15/1984  Duval      10910 ATLANTIC BLVD   JACKSONVILLE, FL 32225      
L   1201         02/14/1985  St. Johns  651 SR 13 N           JACKSONVILLE, FL 32259      
O   1202   1202  03/14/1985  Alachua    14411 N.W. US Highwa  ALACHUA, FL 32615           
L   1203         04/18/1985  Orange     14902 E COLONIAL DR   ORLANDO, FL 32826           
O   1205   1205  06/13/1985  Osceola    101 BUENAVENTURA BLV  KISSIMMEE, FL 34743         
L   1206         05/23/1985  Duval      777 TALLEYRAND AVE    JACKSONVILLE, FL 32202      
O   1208   1208  06/20/1985  Duval      5408 MAIN STREET      JACKSONVILLE, FL 32208      
L   1210         07/18/1985  Duval      1031 BEACH BLVD       JACKSONVILLE BEACH, FL 32250
L   1212         10/31/1985  Duval      14801 NORMANDY BLVD   JACKSONVILLE, FL 32234      
L   1214         02/13/1986  St. Johns  2525 SR 207           ST AUGUSTINE, FL 32086      
L   1215         04/24/1986  Duval      9901 NEW KINGS RD     JACKSONVILLE, FL 32219      
L   1216         05/15/1986  Volusia    880 DELTONA BLVD      DELTONA, FL 32725           
L   1218         07/31/1986  Duval      5522 COMMONWEALTH AV  JACKSONVILLE, FL 32254      
O   1220   1220  12/04/1986  Alachua    7404 NE WALDO RD      GAINESVILLE, FL 32609       
L   1222         11/20/1986  Duval      12453 PHILLIPS HWY    JACKSONVILLE, FL 32256      
O   1223   1223  03/12/1987  Alachua    5200 NE WALDO RD      GAINESVILLE, FL 32609       
O   1226   1226  02/19/1987  Seminole   7499 SR 427           SANFORD, FL 32773           
O   1227   1227  05/03/1987  Orange     18359 E COLONIAL DR   ORLANDO, FL 32820           
O   1228   1228  05/03/1987  Clay       3075 HWY 17           GREEN COVE SPRINGS, FL 32043
O   1229   1229  05/28/1987  Flagler    4850 E HIGHWAY 100    FLAGLER BEACH, FL 32136     
L   1230         06/17/1987  Flagler    1501 ST JOE GRADE     PALM COAST, FL 32137        
O   1231   1231  08/06/1987  Duval      3605 ST JOHN'S BLUFF  JACKSONVILLE, FL 32224      
O   1233   1233  02/03/1988  Flagler    500 E MOODY STREET    BUNNELL, FL 32110           
L   1234         12/22/1987  Volusia    2910 HOWLAND BLVD     DELTONA, FL 32725           
L   1235         02/26/1988  Lake       401 US HWY 441        LADY LAKE, FL 32159         
O   1236   1236  02/18/1988  Osceola    4301 13TH STREET      ST CLOUD, FL 34769          
O   1237   1237  03/11/1988  Marion     3232 W SILVER SPGS B  OCALA, FL 34475             
O   1238   1238  04/21/1988  Marion     14780 NE HWY 315      FT MCCOY, FL 32134          
O   1239   1239  04/14/1988  Osceola    1700 N THACKER AVENU  KISSIMMEE, FL 32741         
O   1240   1240  04/22/1988  Orange     2438 SHADER ROAD      ORLANDO, FL 32804           

17

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Prog - STR005R    *      Store Property Type and Address               Page    3
Date -  4/10/2003 *                                                             
Time - 11:05:02   *                                                             
*******************                                                             

                                                        [Enlarge/Download Table]

Pr  Store   Old     Open                                                                  
Tp    #     Cbr     Date        County     Street Address         City/State/Zip          
                                                                                          
O   1241   1241  06/15/1988  Orange     6201 EDGEWATER DR     ORLANDO, FL 32810           
O   1242   1242  08/25/1988  Marion     17980 N  US HWY 441   ORANGE LAKE, FL 32681       
O   1244   1244  07/16/1988  Seminole   2095 COUNTY RD 427 N  LONGWOOD, FL 32750          
O   1245   1245  08/18/1988  Duval      202 EDGEWOOD AVE, S   JACKSONVILLE, FL 32254      
L   1246         06/15/1988  Duval      10500 PHILLIPS HWY    JACKSONVILLE, FL 32256      
L   1247         09/21/1988  Duval      11565 N MAIN ST       JACKSONVILLE, FL 32218      
O   1248   1248  07/31/1988  St. Johns  800 S PONCE DELEON B  ST AUGUSTINE, FL 32084      
L   1249         08/04/1988  St. Johns  224 SAN MARCO AVE     ST AUGUSTINE, FL 32084      
O   1250   1250  01/12/1989  Duval      5711 BOWDEN ROAD, #1  JACKSONVILLE, FL 32216      
O   1251   1251  11/16/1988  Marion     7676 N US HWY 441     OCALA, FL 34475             
L   1252         01/05/1989  Duval      10771-0415 BEACH BLV  JACKSONVILLE, FL 32246      
O   1253   1253  12/28/1988  Duval      5001 HECKSCHER DR     JACKSONVILLE, FL 32226      
L   1254         12/01/1988  Duval      996 ST JOHNS BLUFF R  JACKSONVILLE, FL 32225      
L   1255         01/19/1989  St. Johns  2330 SR 16 & I-95     ST AUGUSTINE, FL 32095      
O   1256   1256  04/05/1989  Volusia    1712 DOYLE ROAD       DELTONA, FL 32738           
L   1257         02/09/1989  Duval      721 CHAFFEE RD, S     JACKSONVILLE, FL 32221      
O   1259   1259  04/20/1989  Marion     12995 N US HWY 441    CITRA, FL 34475             
O   1261   1261  06/30/1989  Orange     2986 SILVER STAR RD   ORLANDO, FL 32808           
O   1262   1262  10/12/1989  Nassau     2504 NORTH KINGS RD   HILLIARD, FL 32046          
O   1263   1263  09/15/1989  Volusia    1380 HOWLAND BLVD     DELTONA, FL 32738           
O   1265   1265  01/18/1990  Flagler    1201 PALM HARBOR PKW  PALM COAST, FL 32137        
O   1266   1266  02/15/1990  Osceola    1297 SIMPSON RD       KISSIMMEE, FL 34744         
O   1267   1267  04/12/1990  Flagler    #3 KINGSWOOD DR       PALM COAST, FL 32137        
L   1268         09/13/1990  St. Johns  1710 SR 207           ST AUGUSTINE, FL 32086      
L   1269         04/11/1991  Volusia    312 DIRKSEN DRIVE     DEBARY, FL 32725            
L   1270         04/04/1991  Duval      10100 GRANITE PLACE   JACKSONVILLE, FL 32226      
O   1271   1271  05/24/1991  Volusia    1520 N US 1           ORMOND BEACH, FL 32174      
O   1272   1272  06/27/1991  Volusia    100 US 17-92          DEBARY, FL 32713            
O   1273   1273  08/15/1991  Volusia    2798 ELKCAM BLVD      DELTONA, FL 32738           
L   1274         07/03/1991  Osceola    2655 N JOHN YOUNG PK  KISSIMMEE, FL 34741         
O   1276   1276  01/16/1992  Orange     808 CHICKASAW TRAIL,  ORLANDO, FL 32825           
O   1277   1277  04/16/1992  Seminole   690 W AIRPORT BLVD    SANFORD, FL 32773           
O   1278   1278  12/10/1992  Flagler    5484 N OCEANSHORE BL  PALM COAST, FL 32137        
O   1279   1279  03/30/1995  St. Johns  2919 COASTAL HWY      ST AUGUSTINE, FL 32095      
L   1280         09/03/1992  Duval      9001 SOUTHSIDE BLVD   JACKSONVILLE, FL 32256      
L   1281         03/14/1996  Volusia    400 WELCOME CENTER D  DELTONA, FL 32725           
L   1282         10/07/1993  Duval      11025 PHILLIPS HWY    JACKSONVILLE, FL 32256      
L   1283         08/20/1993  Flagler    191 CYPRESS POINT PK  PALM COAST, FL 32164        
L   1284         03/17/1994  Osceola    1400 OSCEOLA PARKWAY  KISSIMMEE, FL 34744         
O   1285   1285  12/22/1994  Clay       2816 HENLEY ROAD      GREEN COVE SPRINGS, FL 32043
O   1286   1286  05/11/1995  Citrus     7985 NORTH CITRUS AV  CRYSTAL RIVER, FL 34428     
L   1287         11/30/1995  Duval      14641 DUVAL ROAD      JACKSONVILLE, FL 32218      
L   1288         06/13/1996  Orange     1500 N WEKIVA SPRING  APOPKA, FL 32712            
L   1289         08/15/1996  Duval      12500 BEACH BLVD      JACKSONVILLE, FL 32246      
O   1290   1290  08/21/1997  Flagler    890 PALM COAST PKWY   PALM COAST, FL 32137        
O   1291   1291  10/17/1996  Brevard    7290 GEORGE T.EDWARD  MELBOURNE, FL 32940         
L   1294         01/19/2000  Bradford   312 W. BROWNLEE       STARKE, FL 32091            
L   1295         06/15/2000  Alachua    14300 W NEWBERRY RD   NEWBERRY, FL 32669          
L   1296         07/20/2000  Duval      13697 BEACH BLVD      JACKSONVILLE, FL 32224      
L   1297         09/28/2000  Clay       5105 CR 218           MIDDLEBURG, FL 32068        
L   1299         02/09/2000  St. Johns  4301 US A1A, SOUTH    ST AUGUSTINE, FL 32084      
L   1301         05/02/1998  Alachua    7515 W NEWBERRY ROAD  GAINESVILLE, FL 32606       

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Pr  Store  Old     Open                                                                  
Tp    #    Cbr     Date        County     Street Address         City/State/Zip          
                                                                                         
L   1302        05/02/1998  Alachua    3901 SW ARCHER RD     GAINESVILLE, FL 32608       
L   1303        05/02/1998  Alachua    2320 SW ARCHER RD     GAINESVILLE, FL 32608       
L   1304        05/02/1998  Alachua    5310 NW 13 ST         GAINESVILLE, FL 32653       
O   1305        05/02/1998  Alachua    2300 E UNIVERSITY AV  GAINESVILLE, FL 32609       
L   1306        05/02/1998  Alachua    100 COTTONWOOD CENTE  ARCHER, FL 32618            
L   1307        05/02/1998  Alachua    20 NE WALDO ROAD      GAINESVILLE, FL 32641       
O   1309        05/02/1998  Gilchrist  705 N MAIN ST         TRENTON, FL 32693           
L   1310        05/02/1998  Alachua    4103 SW 43RD ST       GAINESVILLE, FL 32608       
L   1311        05/02/1998  Alachua    9303 NW 39TH AVE      GAINESVILLE, FL 32606       
O   1313        04/29/1998  Alachua    4221 NW 16TH BLVD     GAINESVILLE, FL 32605       
L   1314        03/31/1998  Alachua    1255 W UNIVERSITY AV  GAINESVILLE, FL 32601       
L   1320        09/01/1998  Duval      300 BEACH BLVD        JACKSONVILLE BEACH, FL 32250
L   1321        09/01/1998  Clay       629 BLANDING BLVD     ORANGE PARK, FL 32073       
O   1322        09/01/1998  Baker      340 E MACCLENNY AVE   MACCLENNY, FL 32063         
O   1323        09/01/1998  Clay       205 S. LAWRENCE BLVD  KEYSTONE HEIGHTS, FL 32656  
L   1401        03/08/2001  Duval      2425 MAYPORT ROAD     ATLANTIC BEACH, FL 32233    
L   1998        07/09/1972  St. Johns  140 N SR 13           JACKSONVILLE, FL 32259      
L   2003        01/28/1999  Seminole   4625 W. LAKE MARY BL  LAKE MARY, FL 32746         
L   2005        01/28/1999  Brevard    4790 N US1            MIMS, FL 32754              
L   2006        01/28/1999  Putnam     1986 STATE ROAD 20    HAWTHORNE, FL 32640         
O   2046        01/28/1999  Volusia    1101 DERBYSHIRE       HOLLY HILL, FL 32117        
O   2049        01/28/1999  Seminole   4140 E SR46           SANFORD, FL 32771           
O   2050        01/28/1999  Volusia    1591 DUNLAWTON AVE    PORT ORANGE, FL 32119       
L   2051        01/28/1999  Marion     909 NE 28TH STREET    OCALA, FL 34470             
O   2053        01/28/1999  Putnam     1171 HIGHWAY 17S      SATSUMA, FL 32189           
L   2054        01/28/1999  Putnam     2110 HIGHWAY 17S      CRESCENT CITY, FL 32112     
O   2072        01/28/1999  Volusia    239 N. CENTER STREET  PIERSON, FL 32180           
O   2074        01/28/1999  Volusia    2123 INTERNATIONAL S  DELAND, FL 32724            
O   2102        01/28/1999  Volusia    2185 W. STATE ROAD 4  DELAND, FL 32720            
O   2103        01/28/1999  Orange     10 E. SILVER STAR RO  OCOEE, FL 34761             
O   2104        01/28/1999  Volusia    1058 N. US 1          ORMOND BEACH, FL 32174      
O   2105        01/28/1999  Marion     13873 S.E. HIGHWAY 4  WEIRSDALE, FL 32195         
O   2106        01/28/1999  Orange     8299 SILVER STAR ROA  ORLANDO, FL 32818           
O   2107        01/28/1999  Putnam     551 S. SUMMIT STREET  CRESCENT CITY, FL 32112     
O   2108        01/28/1999  Lake       1525 US HWY 27        CLERMONT, FL 34711          
L   2109        01/28/1999  Putnam     1205 S STATE ROAD 19  PALATKA, FL 32177           
O   2110        01/28/1999  Seminole   5690 WEST SR 46       SANFORD, FL 32771           
O   2111        01/28/1999  Brevard    6004 US HIGHWAY 1     SCOTTSMOOR, FL 32775        
L   2112        01/28/1999  Clay       101 WEST WALKER DRIV  KEYSTONE HEIGHTS, FL 32656  
O   2114        01/28/1999  Lake       810 US HWY 27         MINNEOLA, FL 34755          
O   2115        01/28/1999  Volusia    1099 W.INT'L SPEEDWA  DELAND, FL 32720            
O   2116        01/28/1999  Orange     17503 W SR 50         OAKLAND, FL 34760           
O   2117        01/28/1999  Putnam     241 S. HIGHWAY 17     EAST PALATKA, FL 32131      
O   2118        01/28/1999  Lake       24425 SR 44           EUSTIS, FL 32736            
O   2119        01/28/1999  Citrus     8486 N. CARL G. ROSE  HERNANDO, FL 34442          
O   2120        01/28/1999  Marion     14870 S US HIGHWAY 4  SUMMERFIELD, FL 34491       
O   2122        04/22/1999  Marion     3550 N US HIGHWAY 44  OCALA, FL 34475             
O   2123        01/28/1999  Marion     6155 SW HIGHWAY 200   OCALA, FL 34476             
O   2125        02/04/1999  Polk       45489 US HWY 27       DAVENPORT, FL 33837         
O   2157        01/28/1999  Putnam     1140 CR 309           WELAKA, FL 32193            
L   2183        01/28/1999  Seminole   5700 REDBUG LAKE ROA  WINTER SPRINGS, FL 32707    
O   2184        01/28/1999  Volusia    1022 E. NEW YORK AVE  DELAND, FL 32724            

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Pr  Store  Old     Open                                                                 
Tp    #    Cbr     Date        County     Street Address         City/State/Zip         
                                                                                        
O   2207        01/28/1999  Orange     12390 E. COLONIAL DR  ORLANDO, FL 32826          
O   2209        01/28/1999  Polk       101 POLO PARK BLVD E  DAVENPORT, FL 33837        
L   2233        01/28/1999  Putnam     1136 SR 20            INTERLACHEN, FL 32148      
O   2234        01/28/1999  Volusia    1701 N. VOLUSIA AVE   ORANGE CITY, FL 32763      
O   2235        01/28/1999  Putnam     624 S STATE ROAD 19   PALATKA, FL 32177          
O   2236        01/28/1999  Brevard    2498 TURPENTINE RD    MIMS, FL 32754             
O   2258        01/28/1999  Volusia    1717 S US 17          BARBERVILLE, FL 32105      
O   2271        01/28/1999  Volusia    1695 N. US 17         SEVILLE, FL 32190          
L   2272        01/28/1999  Putnam     1140 CR 309           CRESCENT CITY, FL 32112    
L   2290        01/28/1999  Lake       19516 E SR 44         EUSTIS, FL 32726           
O   2291        01/28/1999  St. Johns  6750 US1 SOUTH        ST AUGUSTINE, FL 32086     
O   2292        01/28/1999  Lake       7609 US 441           LEESBURG, FL 34748         
L   2298        01/28/1999  St. Johns  6573 A1A SOUTH        ST AUGUSTINE, FL 32084     
O   2307        01/28/1999  Putnam     131 SR 207            EAST PALATKA, FL 32131     
O   2314        01/28/1999  Marion     10143 SE SUNSET HARB  SUMMERFIELD, FL 34491      
L   2318        01/28/1999  Marion     14990 NW HIGHWAY 225  FAIRFIELD, FL 32634        
L   2319        01/28/1999  Marion     4899 NE JACKSONVILLE  OCALA, FL 34479            
O   2321        01/28/1999  Marion     13002 NE JACKSONVILL  SPARR, FL 32192            
O   2322        01/28/1999  Marion     15877 E HWY 40        SILVER SPRINGS, FL 34488   
O   2326        01/28/1999  Marion     12475 NW GAINESVILLE  LOWELL, FL 32663           
O   2328        01/28/1999  Marion     1940 SE 58TH AVENUE   OCALA, FL 34471            
O   2329        01/28/1999  Putnam     902 SR 20             INTERLACHEN, FL 32148      
O   2330        01/28/1999  Marion     6000 W SR 40          OCALA, FL 34482            
O   2332        01/28/1999  Lake       10030 CR 44           LEESBURG, FL 34788         
O   2334        01/28/1999  Orange     4914 ROCK SPRINGS RO  APOPKA, FL 32712           
L   2356        01/28/1999  Bradford   1701 S. WATER STREET  STARKE, FL 32091           
L   2357        01/28/1999  Bradford   19499 NW SR 16        STARKE, FL 32091           
L   2398        01/28/1999  Volusia    431 N. ATLANTIC AVE   DAYTONA BEACH, FL 32118    
O   2403        01/28/1999  Lake       23932 SR46 (SORRENTO  SORRENTO, FL 32776         
O   2404        01/28/1999  Orange     1252 S. APOPKA BLVD   APOPKA, FL 32703           
O   2405        01/28/1999  Marion     225 NE 28TH AVE       OCALA, FL 34471            
O   2406        01/28/1999  Seminole   4181 ORANGE BLVD      LAKE MONROE, FL 32747      
L   2407        01/28/1999  Lake       933 HIGHWAY 448       TAVARES, FL 32778          
O   2408        01/28/1999  Volusia    3930 SR 44            NEW SMYRNA BEACH, FL 32168 
O   2416        01/28/1999  Alachua    6905 NE HWY 301       HAWTHORNE, FL 32640        
O   2419        01/28/1999  Volusia    446 S LAKEVIEW DRIVE  LAKE HELEN, FL 32744       
O   2426        01/28/1999  Putnam     519 N. SUMMIT STREET  CRESCENT CITY, FL 32112    
L   2427        01/28/1999  Bradford   23039 NW SR 16        STARKE, FL 32091           
L   2428        01/28/1999  Putnam     643 N. HIGHWAY 17     PALATKA, FL 32177          
L   2429        01/28/1999  Volusia    2600 N. DIXIE FREEWA  NEW SMYRNA BEACH, FL 32168 
O   2430        01/28/1999  Volusia    905 S SPRING GARDEN   DELAND, FL 32720           
L   2432        01/28/1999  Union      585 SW 6TH STREET     LAKE BUTLER, FL 32054      
L   2478        01/28/1999  Putnam     1420 HWY 20           INTERLACHEN, FL 32148      
O   2483        01/28/1999  Seminole   905 SR 434            ALTAMONTE SPRINGS, FL 32714
L   2485        01/28/1999  Seminole   303 E. 25TH STREET    SANFORD, FL 32771          
L   2501        01/28/1999  Lake       42404 STATE ROAD 19   ALTONA, FL 32702           
O   2502        01/28/1999  Seminole   1000 LOCWOOD ROAD     OVIEDO, FL 32765           
O   2503        01/28/1999  Lake       2101 SR 19            TAVARES, FL 32778          
O   2504        01/28/1999  Orange     10001 LAKE UNDERHILL  ORLANDO, FL 32825          
O   2505        01/28/1999  Volusia    399 S US 17/92        DEBARY, FL 32713           
O   2525        01/28/1999  Volusia    1805 S. RIDGEWOOD AV  EDGEWATER, FL 32132        
L   2527        01/28/1999  Orange     347 N. THOMPSON ROAD  APOPKA, FL 32703           

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Pr  Store   Old     Open                                                                  
Tp    #     Cbr     Date        County     Street Address         City/State/Zip          
                                                                                          
L   2548         01/28/1999  Bradford   11735 SW SR 231       BROOKER, FL 32622           
O   2574         01/28/1999  Volusia    1520 SR 40            ORMOND BEACH, FL 32174      
O   2575         01/28/1999  Lake       100 MILLER STREET     FRUITLAND PARK, FL 34731    
O   2576         01/28/1999  St. Johns  1115 A1A BEACH BLVD   ST AUGUSTINE BEACH, FL 32084
L   2577         01/28/1999  Putnam     1119 SR 100           FLORAHOME, FL 32140         
L   2612         01/28/1999  Volusia    2495 TOMOKA FARMS RD  PORT ORANGE, FL 32124       
L   2613         01/28/1999  Volusia    2497 S. WOODLAND BLV  DELAND, FL 32720            
L   2643         01/28/1999  Putnam     3300 CRILL AVENUE     PALATKA, FL 32177           
L   2645         01/28/1999  Volusia    2590 OLD NEW YORK AV  DELAND, FL 32720            
O   2655         01/28/1999  Seminole   135 E. SR 46          GENEVA, FL 32732            
L   2759         01/28/1999  Seminole   691 HUNT CLUB BLVD    LONGWOOD, FL 32779          
O   2777         01/28/1999  Putnam     1777 HIGHWAY 17S      POMONA PARK, FL 32181       
O   2798         01/28/1999  Lake       2999 W. MAIN STREET   LEESBURG, FL 34748          
L   2799         01/28/1999  Lake       25615 SR 46           SORRENTO, FL 32776          
O   2800         01/28/1999  Lake       8049 SR 48            YALAHA, FL 34797            
O   2802         01/28/1999  Putnam     2803 SILVER LAKE DRI  PALATKA, FL 32177           
L   2803         01/28/1999  Putnam     1900 ST JOHNS AVENUE  PALATKA, FL 32177           
O   2804         01/28/1999  Lake       391 N. CENTRAL AVENU  UMATILLA, FL 32784          
O   2805         01/28/1999  Orange     400 FRANKLIN STREET   OCOEE, FL 34761             
O   2806         01/28/1999  Volusia    320 N. SR 415         OSTEEN, FL 32764            
L   2842         01/28/1999  Union      SR121/SR229           RAIFORD, FL 32083           
L   2844         01/28/1999  Orange     1810 ROCK SPRINGS RO  APOPKA, FL 32712            
L   2846         01/28/1999  Volusia    1380 SR 40 W          BARBERVILLE, FL 32105       
L   2856         01/28/1999  Marion     24282 NE HWY 315 (FT  ORANGE SPRINGS, FL 32182    
L   2901         01/28/1999  Marion     7590 E. HWY 25        BELLEVIEW, FL 34420         
L   2902         01/28/1999  Marion     6961 N US HWY 441     OCALA, FL 34475             
L   2903         01/28/1999  Sumter     9985 N. US 301        WILDWOOD, FL 34785          
O   2904         01/28/1999  Volusia    2095 E SR 44          DELAND, FL 32724            
L   2907         01/28/1999  Marion     5160 S. PINE AVENUE   OCALA, FL 34480             
O   2908         01/28/1999  Marion     8664 SW 103RD STREET  OCALA, FL 34481             
O   2910         01/28/1999  Volusia    601 BEVILLE ROAD      S. DAYTONA, FL 32119        
L   2911         01/28/1999  Bradford   5754 NAVARRE AVENUE   HAMPTON, FL 32112           
O   6009         04/14/1983  Putnam     400 SR 26             MELROSE, FL 32666           
L   6013         09/01/1969  Clay       5341 HIGHWAY 17       GREEN COVE SPRINGS, FL 32043
L   6015         06/01/1970  Putnam     7450 CRILL AVENUE     PALATKA, FL 32177           
L   6016         08/01/1970  Clay       1890 KINGSLEY AVE     ORANGE PARK, FL 32073       
O   6019         09/28/1983  Clay       2000 STATE ROAD 16W   GREEN COVE SPRINGS, FL 32043
O   6020         08/29/1971  Nassau     1015 ATLANTIC BLVD    FERNANDINA BEACH, FL 32034  
L   6030         09/21/1983  Duval      1403 N 3RD STREET     JACKSONVILLE BEACH, FL 32250
L   6031         07/08/1982  Duval      773 ATLANTIC BLVD     ATLANTIC BEACH, FL 32233    
L   6032         01/25/1973  Duval      11325 W BEAVER ST     JACKSONVILLE, FL 32220      
O   6034         04/14/1973  Clay       102 SUZANNE AVE       ORANGE PARK, FL 32073       
L   6036         03/03/1973  Putnam     310 S CR 21           HAWTHORNE, FL 32640         
O   6038   38    04/23/1985  Duval      7992 NORMANDY BLVD    JACKSONVILLE, FL 32221      
O   6039   39    08/11/1983  Duval      4024 SOUTHSIDE BLVD   JACKSONVILLE, FL 32216      
L   6041         08/04/1973  Nassau     2052 S KINGS RD       CALLAHAN, FL 32097          
O   6042   42    06/22/1973  Clay       2584 SR 220           DOCTORS INLET, FL 32030     
L   6049         05/10/1974  Duval      2511 NEW BERLIN RD    JACKSONVILLE, FL 32226      
O   6051   51    10/10/1985  Bradford   2652 S E STATE RD 21  MELROSE, FL 32666           
L   6056         03/01/1975  Nassau     2734 LEM TURNER RD    CALLAHAN, FL 32011          
O   6058   58    05/14/1975  Alachua    5420 W SR 235 (P.O.   LACROSSE, FL 32658          
O   6059   59    07/03/1975  Alachua    1516 SE 4TH ST        GAINESVILLE, FL 32641       

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Pr  Store   Old     Open                                                                 
Tp    #     Cbr     Date        County     Street Address         City/State/Zip         
                                                                                         
L   6065         02/03/1976  Clay       3895 OLD JENNINGS RD  MIDDLEBURG, FL 32068       
L   6066         02/12/1976  Alachua    101 NW US 441         MICANOPY, FL 32667         
L   6068         04/01/1976  Putnam     708 HWY 20, #A/BOX 3  HOLLISTER, FL 32147        
L   6069         04/30/1976  Putnam     882 W RIVER ROAD      PALATKA, FL 32177          
O   6070    70   06/24/1976  Marion     16991 EAST HIGHWAY 4  SILVER SPRINGS, FL 34488   
L   6071         07/02/1976  Duval      6405 BLANDING BLVD    JACKSONVILLE, FL 32244     
O   6073    73   10/21/1976  Duval      8181 103RD ST         JACKSONVILLE, FL 32210     
L   6075         07/31/1980  St. Johns  158 A1A N             PONTE VEDRA BEACH, FL 32082
L   6076         01/13/1977  Duval      2733 STARRETT RD      JACKSONVILLE, FL 32226     
L   6078         06/30/1977  Clay       4305 HIGHWAY 17       ORANGE PARK, FL 32073      
O   6079    79   07/14/1977  Lake       24421 SR 40/BOX 336   ASTOR, FL 32102            
L   6080         07/13/1983  Duval      7211 103RD ST         JACKSONVILLE, FL 32210     
O   6081    81   07/22/1977  Volusia    4622 S CLYDE MORRIS   PORT ORANGE, FL 32119      
O   6082    82   08/12/1977  Volusia    1379 BEVILLE RD       DAYTONA BEACH, FL 32119    
L   6083         10/17/1977  Volusia    201 N MAIN            DAYTONA BEACH, FL 32118    
O   6084    84   01/20/1978  St. Johns  1790 SR 13            JACKSONVILLE, FL 32259     
L   6086         11/22/1977  Brevard    1500 SINGLETON AVE N  TITUSVILLE, FL 32796       
L   6087         11/03/1977  Brevard    2455 N WICKHAM RD     MELBOURNE, FL 32935        
L   6088         11/17/1977  Nassau     541519 US HIGHWAY 1   HILLIARD, FL 32046         
L   6090         10/27/1977  Duval      1012-5 MARGARET ST    JACKSONVILLE, FL 32204     
L   6092         12/15/1977  Brevard    150 NEWFOUND HARBOR   MERRITT ISLAND, FL 32952   
L   6093         04/06/1978  Brevard    255 OCEAN BLVD        SATELLITE BEACH, FL 32937  
O   6094    94   03/23/1978  Brevard    3164 MAIN ST, W       MIMS, FL 32754             
L   6095         03/02/1978  Nassau     718 SOUTH U.S.HWY 17  YULEE, FL 32097            
L   6099         05/02/1978  St. Johns  123 KINGS ST          ST AUGUSTINE, FL 32084     
L   6100         04/05/1984  Clay       1690 WELLS RD         ORANGE PARK, FL 32073      
L   6101         06/13/1978  Duval      13967 MOUNT PLEASANT  JACKSONVILLE, FL 32225     
L   6102         07/25/1978  St. Johns  905 SR 207            ST AUGUSTINE, FL 32086     
L   6104         05/17/1979  Orange     1419 NORTH DEAN ROAD  ORLANDO, FL 32825          
L   6107         05/29/1978  Citrus     6241 W  CARDINAL ST   HOMOSASSA SPRINGS, FL 34446
L   6109   109   10/12/1978  Nassau     3657 S KINGS HIGHWAY  CALLAHAN, FL 32011         
L   6111         08/26/1978  Citrus     1943 NW HWY 19        CRYSTAL RIVER, FL 34428    
O   6116   116   12/19/1978  Duval      13434 ST AUGUSTINE R  JACKSONVILLE, FL 32258     
O   6118   118   08/04/1981  St. Johns  2800 US 1, S          ST AUGUSTINE, FL 32086     
O   6120   120   09/13/1979  Pasco      15434 HWY 19, N       HUDSON, FL 34667           
L   6122         08/02/1979  Clay       2682 BLANDING BLVD    MIDDLEBURG, FL 32068       
L   6125         01/11/1980  Volusia    4036 S NOVA RD        PORT ORANGE, FL 32127      
O   6128   128   04/10/1980  Brevard    6155 N COURTENAY      MERRITT ISLAND, FL 32953   
O   6130   130   01/31/1980  Duval      8838 ATLANTIC BLVD    JACKSONVILLE, FL 32211     
O   6131   131   03/06/1980  Brevard    4001 N WICKHAM RD     MELBOURNE, FL 32935        
L   6132         03/27/1980  Brevard    1823 KNOX MCRAE DR    TITUSVILLE, FL 32780       
L   6134         03/25/1980  Pasco      17346 SHADY HILLS RD  SPRING HILL, FL 34610      
L   6136         03/24/1980  Pasco      17943 US 41           SPRING HILL, FL 34610      
L   6137         12/03/1980  Orange     4490 S SEMORAN        ORLANDO, FL 32822          
L   6142         04/08/1981  Brevard    5881 BABCOCK ST NE    PALM BAY, FL 32907         
O   6145   145   01/13/1982  Brevard    7175 HWY 1 N          COCOA, FL 32927            
L   6146   146   01/21/1982  Alachua    3525 SW 34TH ST       GAINESVILLE, FL 32608      
L   6147         03/18/1982  Duval      6003-5 ROOSEVELT BLV  JACKSONVILLE, FL 32244     
O   6149   149   06/10/1982  Brevard    701 S PARK AVENUE     TITUSVILLE, FL 32780       
O   6150   150   05/05/1982  Volusia    2460 OCEAN SHORE BLV  ORMOND BEACH, FL 32176     
O   6152   152   05/19/1982  Duval      1092 S MCDUFF AVENUE  JACKSONVILLE, FL 32205     
O   6155   155   11/18/1982  Orange     4252 S ORANGE BLOSSO  ORLANDO, FL 32839          

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                                                        [Enlarge/Download Table]

Pr  Store   Old     Open                                                                  
Tp    #     Cbr     Date        County     Street Address         City/State/Zip          
                                                                                          
O   6156   156   01/05/1983  Brevard    3990 LAKE DRIVE       COCOA, FL 32926             
O   6157   157   01/20/1983  Orange     808 S PARK AVENUE     APOPKA, FL 32703            
O   6158   158   01/27/1983  Nassau     1403 LEWIS STREET     FERNANDINA BEACH, FL 32034  
O   6159   159   01/13/1983  Duval      8804 LONE STAR RD     JACKSONVILLE, FL 32211      
O   6160   160   03/09/1983  Duval      1310 S 3RD ST         JACKSONVILLE BEACH, FL 32250
O   6161   161   03/17/1983  Alachua    45 SW 250TH ST        NEWBERRY, FL 32669          
L   6162         03/31/1983  Alachua    7302 SW ARCHER RD     GAINESVILLE, FL 32608       
O   6163   163   08/10/1983  Duval      1001 N LANE AVENUE    JACKSONVILLE, FL 32254      
L   6164         05/11/1983  Duval      13550 ATLANTIC BLVD   JACKSONVILLE, FL 32225      
O   6165   165   05/04/1983  Orange     11205 S ORG BLOSSOM   ORLANDO, FL 32837           
O   6166   166   07/21/1983  Brevard    1709 N HARBOR CITY B  MELBOURNE, FL 32935         
O   6167   167   09/18/1983  Volusia    1150 OCEAN SHORE BLV  ORMOND BEACH, FL 32176      
O   6168   168   10/13/1983  Volusia    2625 BEVILLE RD       DAYTONA BEACH, FL 32119     
O   6169   169   01/04/1984  Duval      14376 BEACH BLVD      JACKSONVILLE, FL 32224      
L   6173         06/18/1984  Duval      7911 BLANDING BLVD    JACKSONVILLE, FL 32244      
O   6175   175   05/12/1983  Baker      584 SIXTH ST          MACCLENNY, FL 32063         
L   6177         10/10/1984  Marion     4750 S US HIGHWAY 41  DUNNELLON, FL 34432         
L   6179         01/26/1984  St. Johns  4205 US 1, S          ST AUGUSTINE, FL 32086      
L   6180         03/22/1984  St. Johns  1925 SR 312           ST AUGUSTINE, FL 32084      
L   6182         02/22/1984  Duval      12020 FT CAROLINE RD  JACKSONVILLE, FL 32225      
O   6183   183   11/10/1983  Citrus     743 HIGHWAY 41 SOUTH  INVERNESS, FL 34450         
L   6184         03/01/1984  Citrus     2275 S SUN COAST BLV  HOMOSASSA, FL 34448         
L   6185         02/15/1984  Brevard    6801 HIGHWAY 1 N      COCOA, FL 32927             
L   6186         06/13/1984  Duval      5111 BAYMEADOWS RD    JACKSONVILLE, FL 32217      
L   6188         03/28/1984  Duval      1003 N EDGEWOOD AVEN  JACKSONVILLE, FL 32254      
L   6189         05/16/1984  Orange     7661 MAGNOLIA HOMES   ORLANDO, FL 32810           
L   6190         08/08/1984  Duval      14003 BEACH BLVD      JACKSONVILLE, FL 32250      
L   6194         07/25/1984  Alachua    3907 NW 13TH ST       GAINESVILLE, FL 32609       
O   6195   195   11/29/1984  Pasco      6226 ROWAN RD         NEW PORT RICHEY, FL 34653   
L   6196         11/15/1984  Duval      8820 W 103RD ST       JACKSONVILLE, FL 32210      
L   6198         02/08/1985  Duval      6621 ARYGLE FOREST B  JACKSONVILLE, FL 32244      
L   6199         02/08/1985  Duval      2952 DUNN AVENUE      JACKSONVILLE, FL 32218      
L   6207         02/08/1984  Duval      5946 NEW KINGS RD     JACKSONVILLE, FL 32209      
O   6210   210   03/07/1985  Brevard    1060 EMERSON DR NE    PALM BAY, FL 32907          
L   6211         08/06/1984  Clay       8090 SR 100           KEYSTONE HEIGHTS, FL 32656  
L   6212         08/24/1984  Volusia    31 INLET HARBOR RD    PONCE INLET, FL 32127       
L   6216         08/27/1984  Polk       123 W BAY ST          DAVENPORT, FL 33837         
L   6219         08/27/1984  Polk       207 SR 17             LAKE HAMILTON, FL 33851     
L   6220         08/27/1984  Polk       14581 US HWY 27       LAKE WALES, FL 33853        
L   6224         08/27/1984  Polk       3044 HWY 60           LAKE WALES, FL 33853        
L   6226         01/10/1985  Duval      9551 BAYMEADOWS RD    JACKSONVILLE, FL 32256      
L   6228         03/27/1985  Brevard    4775-1 FAY BLVD       COCOA, FL 32927             
O   6229   229   12/19/1985  Brevard    2595 EMERSON DRIVE    PALM BAY, FL 32909          
O   6230   230   04/03/1985  Duval      9509 SAN JOSE BLVD    JACKSONVILLE, FL 32257      
L   6231         01/07/1985  Alachua    926 W UNIVERSITY AVE  GAINESVILLE, FL 32601       
L   6233         03/21/1985  Lake       2754 E SR 44          EUSTIS, FL 32726            
L   6234         04/11/1985  Clay       3137 SR 220           MIDDLEBURG, FL 32068        
O   6236   236   08/07/1985  Duval      1209 MONUMENT RD      JACKSONVILLE, FL 32225      
L   6244         05/01/1985  Duval      3220 BELFORT ROAD     JACKSONVILLE, FL 32216      
L   6247         05/01/1985  Duval      2688 OLD MIDDLEBURG   JACKSONVILLE, FL 32210      
O   6249   249   05/01/1985  St. Johns  70 MASTERS DRIVE      ST AUGUSTINE, FL 32095      
L   6261         05/01/1985  Duval      6630 BEACH BLVD       JACKSONVILLE, FL 32216      

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                                                        [Enlarge/Download Table]

Pr  Store   Old     Open                                                                  
Tp    #     Cbr     Date        County     Street Address         City/State/Zip          
                                                                                          
O   6262   262   07/17/1985  Nassau     3331 S FLETCHER AVE   FERNANDINA BEACH, FL 32034  
L   6263         08/21/1985  St. Johns  4540 US 1, N          ST AUGUSTINE, FL 32095      
L   6264         01/08/1986  Lake       126 N US HWY 27/441   LADY LAKE, FL 32159         
L   6265         05/02/1986  Alachua    15089 N.W. US HIGHWA  ALACHUA, FL 32615           
O   6267   267   11/07/1985  Clay       338 COLLEGE DR        ORANGE PARK, FL 32065       
L   6268         12/21/1985  Volusia    5886 S RIDGEWOOD AVE  PORT ORANGE, FL 32127       
L   6270         04/17/1986  Alachua    4030 SW 13TH ST       GAINESVILLE, FL 32608       
O   6271   271   05/08/1986  Duval      4815 SAN PABLO RD     JACKSONVILLE, FL 32224      
O   6272   272   01/22/1986  Putnam     543 SOUTH HWY 17      SAN MATEO, FL 32187         
O   6273   273   02/13/1986  Duval      1839 8TH ST, E        JACKSONVILLE, FL 32206      
O   6274   274   06/04/1986  Levy       4 HIGHWAY 19 SOUTH    INGLIS, FL 34449            
L   6276         04/24/1986  St. Johns  125 SR 207            ST AUGUSTINE, FL 32095      
O   6278   278   07/11/1986  St. Johns  8796 E CHURCH ST      HASTINGS, FL 32145          
O   6279   279   03/13/1987  Citrus     6296 W GULF TO LAKE   CRYSTAL RIVER, FL 34429     
O   6282   282   04/23/1987  Seminole   495 PEARL LAKE CAUSE  ALTAMONTE SPRINGS, FL 32714 
O   6283   283   09/11/1986  Pasco      6618 EMBASSY BLVD     PORT RICHEY, FL 34668       
O   6284   284   05/15/1986  Nassau     1484 NASSAUVILLE RD   FERNANDINA BEACH, FL 32034  
O   6285   285   10/09/1986  Duval      2615 ST JOHNS BLUFF   JACKSONVILLE, FL 32246      
O   6286   286   06/06/1986  Clay       4486 CR 218, W        MIDDLEBURG, FL 32068        
O   6288   288   03/05/1987  Hernando   999 NORTH BROAD STRE  BROOKSVILLE, FL 34610       
O   6289   289   05/13/1987  Putnam     744 S HWY 17          SATSUMA, FL 32189           
O   6290   290   08/15/1986  Clay       3128 BLANDING BLVD    MIDDLEBURG, FL 32068        
L   6291         01/08/1987  Pasco      3514 GRAND BLVD       NEW PORT RICHEY, FL 34652   
L   6292         10/03/1990  Brevard    6375 MINTON ROAD, NE  PALM BAY, FL 32907          
O   6293   293   11/21/1986  Duval      4129 SPORTMAN'S CLUB  JACKSONVILLE, FL 32219      
O   6294   294   11/14/1986  Orange     1515 WURST RD         OCOEE, FL 34761             
O   6295   295   01/16/1987  Clay       1091 BLANDING BLVD    ORANGE PARK, FL 32065       
O   6296   296   01/28/1987  Duval      636 S MCDUFF AVE      JACKSONVILLE, FL 32205      
O   6298   298   01/23/1987  Lake       451 W MYERS           MASCOTTE, FL 32753          
O   6299   299   02/19/1987  Duval      8496 BLANDING BLVD    JACKSONVILLE, FL 32244      
L   6501         10/02/1986  Clay       6935 HWY 17           GREEN COVE SPRINGS, FL 32043
L   6502         10/02/1986  Clay       1517 IDLEWILD AVE     GREEN COVE SPRINGS, FL 32043
O   6504   504   10/23/1986  Volusia    807 INDIAN RIVER BLV  EDGEWATER, FL 32132         
L   6505         12/17/1986  Duval      3550 UNIVERSITY BLVD  JACKSONVILLE, FL 32277      
L   6508         05/20/1987  Clay       6835 SR 21            KEYSTONE HEIGHTS, FL 32656  
O   6510   510   06/10/1987  Clay       486 BLANDING BLVD     ORANGE PARK, FL 32073       
O   6511   511   07/01/1987  Volusia    799 BILL FRANCE DRIV  DAYTONA BEACH, FL 32114     
O   6512   512   09/25/1987  Hernando   13075 SPRINGHILL DRI  SPRING HILL, FL 34609       
O   6513   513   09/11/1987  Brevard    900 MALABAR ROAD, SW  PALM BAY, FL 32907          
O   6515   515   10/14/1987  Duval      5703 TIMUQUANA RD     JACKSONVILLE, FL 32210      
O   6516   516   03/10/1988  Pasco      13703 HWY 19          HUDSON, FL 34667            
O   6517   517   09/18/1987  Duval      3051 MONUMENT RD      JACKSONVILLE, FL 32225      
O   6518   518   02/18/1988  Duval      8735 N KINGS RD       JACKSONVILLE, FL 32219      
O   6519   519   12/16/1987  Clay       804 BLANDING BLVD     ORANGE PARK, FL 32065       
L   6521         02/04/1988  Duval      10870 HARTS RD        JACKSONVILLE, FL 32218      
L   6522         05/20/1988  Seminole   20 E MITCHELL HAMMOC  OVIEDO, FL 32765            
L   6523         03/09/1988  Duval      8840 PHILLIPS HWY     JACKSONVILLE, FL 32256      
O   6524   524   01/19/1989  Marion     3873 SW COLLEGE RD    OCALA, FL 34474             
L   6525         10/14/1987  Orange     5051 GATEWAY AVE      ORLANDO, FL 32821           
L   6526         07/21/1988  Brevard    1990 MICHIGAN AVE     COCOA, FL 32922             
O   6527   527   05/31/1989  Alachua    9404 NW 39TH AVENUE   GAINESVILLE, FL 32606       
O   6528   528   11/09/1989  Brevard    748 PALM BAY RD, NE   PALM BAY, FL 32905          

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                                                        [Enlarge/Download Table]

Pr  Store   Old     Open                                                             
Tp    #     Cbr     Date        County      Street Address         City/State/Zip    
                                                                                     
L   6530         07/14/1988  Duval       4429 BLANDING BLVD    JACKSONVILLE, FL 32210
L   6531         04/14/1988  Duval       2775-10 MAYPORT RD    JACKSONVILLE, FL 32233
O   6532   532   02/22/1989  Orange      9988 S ORANGE AVE     ORLANDO, FL 32824     
O   6534   534   03/01/1989  Duval       4856 PARK STREET      JACKSONVILLE, FL 32205
O   6535   535   09/30/1988  Alachua     2152 NW 39TH AVE      GAINESVILLE, FL 32605 
L   6536         07/11/1989  Duval       12405 N MAIN ST       JACKSONVILLE, FL 32218
O   6537   537   03/25/1991  Putnam      720 S STATE ROAD 19   PALATKA, FL 32177     
L   6538         07/13/1989  Osceola     3302 W COLUMBIA       KISSIMMEE, FL 34741   
L   6539         10/17/1989  Hillsborou  14611 BRUCE B DOWNS   TAMPA, FL 33613       
L   6541         02/14/1990  Hillsborou  10106 MCMULLEN DRIVE  RIVERVIEW, FL 33569   
O   6542   542   01/17/1991  Brevard     3088 HARBOR CITY BLV  MELBOURNE, FL 32935   
L   6544         10/23/1991  Hillsborou  6005 BIG BEND RD      GIBSONTON, FL 33534   
L   6547         10/16/1991  Polk        1013 E HINSON AVENUE  HAINES CITY, FL 33844 
O   6548   548   11/20/1991  Clay        695 KINGSLEY AVE      ORANGE PARK, FL 32073 
O   6549   549   01/30/1992  Brevard     2200 S FISKE BOULEVA  ROCKLEDGE, FL 32955   
O   3255         07/22/1999  Richmond    3477 WRIGHTSBORO RD   AUGUSTA, GA 30909     
L   3258         07/22/1999  Richmond    2459 WINDSOR SPRING   AUGUSTA, GA 30906     
L   3261         07/22/1999  Richmond    3011 WASHINGTON ROAD  AUGUSTA, GA 30907     
L   3262         07/22/1999  Richmond    3434 WRIGHTSBORO ROA  AUGUSTA, GA 30909     
L   3263         07/22/1999  Richmond    4101 WINDSOR SPRING   HEPHZIBAH, GA 30815   
L   3264         07/22/1999  Richmond    2822 PEACH ORCHARD R  AUGUSTA, GA 30907     
O   3265         07/22/1999  Columbia    440 SOUTH BELAIR RD   AUGUSTA, GA 30909     
L   3266         07/22/1999  Richmond    3003 DEANS BRIDGE RO  AUGUSTA, GA 30906     
L   3270         07/22/1999  Richmond    1494 JONES STREET     AUGUSTA, GA 30901     
L   3275         07/22/1999  Richmond    3333 WASHINGTON RD    MARTINEZ, GA 30907    
L   3304         11/11/1999  Hall        2640 DAWSONVILLE HWY  GAINESVILLE, GA 30501 
L   3305         11/11/1999  Hall        937 QUEEN CITY PARKW  GAINESVILLE, GA 30501 
L   3306         11/11/1999  Hall        1724 ATLANTA HWY      GAINESVILLE, GA 30504 
L   3307         11/11/1999  Hall        1261 THOMPSON BRIDGE  GAINESVILLE, GA 30501 
L   3308         11/11/1999  Hall        615 E E BUTLER ST     GAINESVILLE, GA 30501 
L   3309         11/11/1999  Hall        3471 MUNDY MILL RD    OAKWOOD, GA 30542     
L   3310         11/11/1999  Habersham   1007 NORTH WAYSIDE    CORNELIA, GA 30531    
L   3311         11/11/1999  Hall        1785 BROWNS BRIDGE R  GAINESVILLE, GA 30501 
L   3312         11/11/1999  Hall        1680 PARK HILL RD     GAINESVILLE, GA 30501 
O   3313         11/11/1999  Habersham   3951 STATE HWY 365    ALTO, GA 30510        
L   3314         11/11/1999  Hall        506 JESSE JEWELL PKW  GAINESVILLE, GA 30501 
L   3315         11/11/1999  Clarke      615 EAST SPRING ST    MONROE, GA 30655      
L   3316         11/11/1999  Clarke      1333 LUMPKIN ST       ATHENS, GA 30606      
L   3317         11/11/1999  Jackson     614 S BROAD ST        COMMERCE, GA 30529    
L   3318         11/11/1999  Dawson      78 HWY 9 NORTH        DAWSONVILLE, GA 30534 
L   3319         11/11/1999  White       301 N MAIN ST         CLEVELAND, GA 30528   
L   3320         11/11/1999  White       990 PRINCE AVE        ATHENS, GA 30605      
L   3321         11/11/1999  Hall        3350 THOMPSON BRIDGE  GAINESVILLE, GA 30506 
L   3322         11/11/1999  Hall        1260 CANDLER RD       GAINESVILLE, GA 30501 
L   3323         11/11/1999  Hall        2550 LIMESTONE PKWY   GAINESVILLE, GA 30501 
L   3324         11/11/1999  Habersham   5000 TALMADGE DRIVE   HOLLYWOOD, GA 30523   
L   3325         11/11/1999  Barrow      634 CHRISTMAS AVE     BETHLEHEM, GA 30620   
L   3326         11/11/1999  Henry       1080 JODECO RD        STOCKBRIDGE, GA 30281 
L   3327         11/11/1999  Henry       500 JONESBORO RD      MCDONOUGH, GA 30253   
L   3328         11/11/1999  Henry       5080 BILL GARDNER PK  LOCUST GROVE, GA 30248
L   3329         11/11/1999  Henry       269 KEYS FERRY ST     MCDONOUGH, GA 30253   
L   3330         11/11/1999  Henry       32 E MAIN ST          HAMPTON, GA 30228     

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                                                                [Download Table]

Pr  Store  Old     Open                                                             
Tp    #    Cbr     Date        County      Street Address         City/State/Zip    
                                                                                    
L   3331        11/11/1999  Spalding    3420 JACKSON RD       GRIFFIN, GA 30253     
L   3332        11/11/1999  Henry       610 MACON ST          MCDONOUGH, GA 30253   
L   3333        11/11/1999  Henry       978 HWY 155 W         MCDONOUGH, GA 30253   
L   3334        11/11/1999  Habersham   1291 LEVEL GROVE RD   CORNELIA, GA 30531    
L   3335        11/11/1999  Clarke      1790 COMMERCE RD      ATHENS, GA 30607      
L   3336        11/11/1999  Gwinnett    2275 BUFORD HWY       BUFORD, GA 30518      
L   3337        11/11/1999  Dawson      5425 HWY 53 EAST      DAWSONVILLE, GA 30534 
L   3338        11/11/1999  Henry       1001 EAGLES LANDING   STOCKBRIDGE, GA 30281 
L   3339        11/11/1999  Hall        2412 OLD CORNELIA HW  GAINESVILLE, GA 30507 
L   3340        11/11/1999  White       78 S. MAIN STREET     CLEVELAND, GA 30528   
L   3341        11/11/1999  Barrow      1334 ATLANTA HWY NW   AUBURN, GA 30203      
L   3342        11/11/1999  Hall        5804 CORNELIA HWY     ALTO, GA 30510        
L   3343        11/11/1999  Rockdale    2992 HWY 155          STOCKBRIDGE, GA 30281 
L   3344        11/11/1999  Henry       3148 JODECO RD        MCDONOUGH, GA 30253   
L   3345        11/11/1999  Barrow      93 EAST MAT ST        WINDER, GA 30680      
L   3346        11/11/1999  Clarke      290 US HWY 29 N       ATHENS, GA 30601      
L   3347        11/11/1999  Henry       181 FAIRVIEW RD       STOCKBRIDGE, GA 30281 
L   3349        11/11/1999  Madison     18 HWY 72 WEST        COMER, GA 30629       
L   3350        11/11/1999  Henry       4315 JODECO RD        MCDONOUGH, GA 30253   
L    732        09/01/1978  WARRICK     611 W STATE RD 62     BOONVILLE, IN 47601   
L    737        11/11/1977  WARRICK     720 N 3RD ST          BOONVILLE, IN 47601   
L    740        06/26/1978  GIBSON      1002 S MAIN ST        PRINCETON, IN 47670   
L    742        07/18/1978  PIKE        901 N MAIN AND FACTO  WINSLOW, IN 47598     
L    743        08/15/1977  PIKE        2039 E MAIN ST        PETERSBURG, IN 47567  
L    746        06/22/1977  SPENCER     747 SYCAMORE STREET   ROCKPORT, IN 47635    
L    747        08/18/1978  VANDERBURG  3015 KRATZVILLE RD    EVANSVILLE, IN 47710  
L    749        11/15/1978  GIBSON      201 W MAIN ST         FRANCISCO, IN 47649   
L    751        02/28/1981  VANDERBURG  2400 E RIVERSIDE DR   EVANSVILLE, IN 47714  
L    807        12/17/1987  VANDERBURG  5817 STRINGTOWN RD    EVANSVILLE, IN 47711  
O    809        12/17/1987  VANDERBURG  1321 N. FULTON AVE.   EVANSVILLE, IN 47710  
O    812        12/17/1987  VANDERBURG  325 S KENTUCKY AVE    EVANSVILLE, IN 47714  
L    814        12/17/1987  VANDERBURG  960 S WEINBACH AVE    EVANSVILLE, IN 47714  
L    815        12/17/1987  VANDERBURG  1650 S KENTUCKY AVE   EVANSVILLE, IN 47714  
L    314        03/08/1982  MUHLENBERG  101 N JOHN PRINE AVE  DRAKESBORO, KY 42337  
L    351        04/16/1981  CALDWELL    328 SOUTH JEFFERSON   PRINCETON, KY 42445   
O    391        05/27/1982  CHRISTIAN   3249 LAFAYETTE RD     HOPKINSVILLE, KY 42240
O    394        06/17/1982  CHRISTIAN   932 NORTH MAIN ST     HOPKINSVILLE, KY 42240
O    419        12/15/1983  LOGAN       1034 N. MAIN STREET   RUSSELLVILLE, KY 42276
O    420        12/08/1983  LOGAN       407 HOPKINSVILLE RD   RUSSELLVILLE, KY 42276
O    427        07/26/1984  HOPKINS     HWY US 41A & 62       NORTONVILLE, KY 42442 
L    449        04/16/1985  HOPKINS     1350 NORTH MAIN & CH  MADISONVILLE, KY 42431
L    649        02/01/1977  UNION       215 N MORGAN          MORGANFIELD, KY 42437 
L    652        09/01/1978  HOPKINS     7050 HANSON ROAD      HANSON, KY 42413      
L    653        04/26/1971  HOPKINS     RT 5 GRAPEVINE & MCL  MADISONVILLE, KY 42431
L    657        07/15/1980  WEBSTER     158 US 41 SOUTH       SEBREE, KY 42455      
L    659        08/20/1979  HOPKINS     422 CENTER ST         MADISONVILLE, KY 42431
L    670        06/27/1979  CALDWELL    700 N JEFFERSON       PRINCETON, KY 42445   
L    672        07/12/1984  MCLEAN      830 MAIN ST           CALHOUN, KY 42327     

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Pr  Store  Old     Open                                                               
Tp    #    Cbr     Date        County      Street Address         City/State/Zip      
                                                                                      
L    675        08/30/1979  WEBSTER     RT 3  BOX 125A        CLAY, KY 42404          
L    677        08/01/1979  DAVIESS     2510 TAMARACK RD      OWENSBORO, KY 42301     
L    679        09/01/1977  CHRISTIAN   2175 RUSSELLVILLE RD  HOPKINSVILLE, KY 42240  
L    686        04/10/1980  DAVIESS     2737 W PARRISH AVE    OWENSBORO, KY 42301     
L    698        09/01/1976  DAVIESS     409 CRABTREE          OWENSBORO, KY 42301     
O    702        07/14/1986  HENDERSON   2336 S GREEN ST       HENDERSON, KY 42420     
O    706        05/02/1977  HENDERSON   300 WATSON LANE       HENDERSON, KY 42420     
L    707        03/28/1977  DAVIESS     3100 WEST 2ND ST      OWENSBORO, KY 42301     
L    708        09/01/1978  HENDERSON   705 N GREEN ST        HENDERSON, KY 42420     
L    709        04/15/1977  HOPKINS     2250 ANTON RD         MADISONVILLE, KY 42431  
L    711        11/24/1978  HOPKINS     RT 1  BOX 300         DAWSON SPRINGS, KY 42408
L    714        12/15/1980  HENDERSON   1308 ATKINSON ST      HENDERSON, KY 42420     
L    717        06/01/1978  HENDERSON   528 MAIN ST.          CORYDON, KY 42406       
L    720        06/12/1980  WEBSTER     121 US HWY 41 A SOUT  PROVIDENCE, KY 42450    
L    722        08/18/1980  DAVIESS     1355 E 4TH ST         OWENSBORO, KY 42301     
O    725        05/22/1981  MUHLENBERG  6059 US HWY 62 W      GRAHAM, KY 42344        
L    727        06/26/1981  DAVIESS     5625 STATE RT 144     OWENSBORO, KY 42301     
L    800        12/17/1987  HENDERSON   1209 S GREEN ST       HENDERSON, KY 42420     
L    801        12/17/1987  HENDERSON   1704 SECOND ST        HENDERSON, KY 42420     
L    804        12/17/1987  DAVIESS     1724 LEITCHFIELD RD   OWENSBORO, KY 42303     
L    806        12/17/1987  DAVIESS     RT 1, 5611 HWY 54     PHILPOT, KY 42366       
L    836        11/09/1989  DAVIESS     1816 TRIPLETT ST      OWENSBORO, KY 42301     
L    837        12/14/1989  HENDERSON   197 GARDEN MILE RD    HENDERSON, KY 42420     
O    843        12/14/1989  HENDERSON   2001 U.S. 60 EAST     HENDERSON, KY 42420     
L   3450        12/21/2000  MADISON     1503 HWY 65           TALLULAH, LA 71282      
O   3451        12/21/2000  OUACHIATA   4320 DESIARD          MONROE, LA 71201        
L   3452        12/21/2000  MOREHOUSE   1514 E MADISON        BASTROP, LA 71220       
L   3453        12/21/2000  OUACHIATA   200 BRIDGE ST         WEST MONROE, LA 71291   
L   3454        12/21/2000  OUACHIATA   1501 NORTH 18TH ST    MONROE, LA 71201        
L   3455        12/21/2000  OUACHIATA   1471 GARRETT RD       MONROE, LA 71202        
L   3467        12/21/2000  TANGIPAHOA  900 AVENUE G          KENTWOOD, LA 70444      
L   3468        12/21/2000  TANGIPAHOA  46011 N PUMA DR       HAMMOND, LA 70401       
L   3384        06/29/2000  Jackson     1501 BIENVILLE HWY    OCEAN SPRINGS, MS 39564 
L   3385        06/29/2000  Forest      7060 HIGHWAY 49 NORT  HATTIESBURG, MS 39402   
L   3386        06/29/2000  Forest      2273 HWY 49           BROOKLYN, MS 39425      
L   3387        06/29/2000  Perry       91933 HIGHWAY 98      MCLAIN, MS 39456        
L   3388        06/29/2000  Lauderdale  1408 ROEBUCK          MERIDIAN, MS 39301      
L   3389        06/29/2000  Harrison    13490 HIGHWAY 49 N    GULFPORT, MS 39507      
L   3390        06/29/2000  Perry       403 HIGHWAY 98 WEST   NEW AUGUSTA, MS 39462   
L   3391        06/29/2000  Jones       101 FRONT STREET      SANDERSVILLE, MS 39477  
L   3392        06/29/2000  Jones       905 CHANTILLY STREET  LAUREL, MS 39440        
L   3393        06/29/2000  Pearl       1102 SOUTH MAIN STRE  POPLARVILLE, MS 39470   
L   3394        06/29/2000  Harrison    1056 BEACH BLVD       BILOXI, MS 39470        
L   3395        06/29/2000  Forest      4050 HIGHWAY 11 SOUT  HATTIESBURG, MS 39402   
L   3396        06/29/2000  Covington   2985 HIGHWAY 49       COLLINS, MS 39428       
L   3397        06/29/2000  Simpson     121 PINOLA DRIVE      MAGEE, MS 39111         
L   3398        06/29/2000  Lamar       4607 HARDY STREET     HATTIESBURG, MS 39402   
L   3399        06/29/2000  Lamar       4904 HARDY STREET     HATTIESBURG, MS 39402   
L   3401        06/29/2000  Marion      519 HIGHWAY 98 BYPAS  COLUMBIA, MS 39429      
L   3402        09/28/2000  Marion      1911 S AZALEA         WIGGINS, MS 39429       
L   3420        09/14/2000  Rankin      2605 COURTHOUSE CIRC  JACKSON, MS 39208       
L   3421        09/14/2000  Rankin      1691 W. GOVERNMENT S  BRANDON, MS 39042       

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Pr  Store  Old     Open                                                                
Tp    #    Cbr     Date        County      Street Address         City/State/Zip       
                                                                                       
L   3422        09/14/2000  Hinds       701 MCDOWELL ROAD     JACKSON, MS 39204        
L   3423        09/14/2000  Scott       1270 HWY 35 SOUTH     FOREST, MS 39074         
L   3424        09/14/2000  Madison     1198 GLUCKSTADT ROAD  MADISON, MS 39110        
L   3425        09/14/2000  Hinds       3434 TERRY ROAD       JACKSON, MS 39212        
L   3428        09/14/2000  Hinds       1302 NORTH STATE STR  JACKSON, MS 39202        
L   3429        09/14/2000  Madison     1008 HWY 51 NORTH     MADSION, MS 39110        
L   3430        09/14/2000  Hinds       1157 NORTHSIDE DRIVE  JACKSON, MS 39206        
L   3431        09/14/2000  Hinds       4201 TERRY ROAD       JACKSON, MS 39212        
L   3432        09/14/2000  Madison     725 RICE ROAD         RIDGELAND, MS 39157      
L   3433        09/14/2000  Rankin      104 GRANTS FERRY ROA  BRANDON, MS 39042        
L   3434        09/14/2000  Rankin      320 W. GOVERNMENT ST  BRANDON, MS 39042        
L   3435        09/14/2000  Madison     1963 HWY 43           MADISON, MS 39046        
L   3436        09/14/2000  Madison     1442 WEST PEACE STRE  CANTON, MS 39046         
L   3437        09/14/2000  Rankin      3100 HWY 49 SOUTH     FLORENCE, MS 39073       
L   3440        09/14/2000  Pearl       100 CROSS PARK DR     PEARL, MS 39208          
L   3443        12/21/2000  Warren      3400 HALLS FERRY RD   VICKSBURG, MS 39180      
L   3444        12/21/2000  Warren      3140 INDIANA AVE      VICKSBURG, MS 39180      
L   3445        12/21/2000  Warren      574 HWY 61 N          VICKSBURG, MS 39180      
L   3446        12/21/2000  Warren      4888 HWY 61 S         VICKSBURG, MS 39180      
L   3447        12/21/2000  Warren      4150 WASHINGTON ST    VICKSBURG, MS 39180      
L   3448        12/21/2000  Yazoo       1501 JERRY CLOWER BL  YAZOO CITY, MS 39194     
L   3449        12/21/2000  Washington  1541 HWY 1 S          GREENVILLE, MS 38701     
L   3456        12/21/2000  Rankin      2391 LAKELAND DRIVE   FLOWOOD, MS 39208        
L   3457        12/21/2000  Harrison    10010 HWY 49          GULFPORT, MS 39501       
L   3458        12/21/2000  Harrison    1000 CEDAR LAKE       BILOXI, MS 39530         
L   3459        12/21/2000  Harrison    10073 RODRIQUEZ       D'IBERVILLE, MS 39532    
L   3460        12/21/2000  Harrison    124 EAST BEACH        LONG BEACH, MS 39560     
L   3461        12/21/2000  Jackson     1104 BIENVILLE BLVD   OCEAN SPRINGS, MS 39564  
L   3462        12/21/2000  Harrison    #1 PASS RD            GULFPORT, MS 39501       
L   3463        12/21/2000  Hancock     455 HWY 90 W          BAY ST. LOUIS, MS 39520  
L   3464        12/21/2000  Harrison    2194 BEACH BLVD       BILOXI, MS 39531         
L   3465        12/21/2000  Harrison    11160 COWAN-LORRAINE  GULFPORT, MS 39501       
L   3466        12/21/2000  Harrison    11791 HWY 15          D'IBERVILLE, MS 39532    
L   3469        12/21/2000  Simpson     1539 SIMPSON HWY      MAGEE, MS 39111          
L    101        10/01/1972  LEE         810 HAWKINS AVE       SANFORD, NC 27330        
L    104        06/06/1982  DURHAM      4835 HOPE VALLEY RD   DURHAM, NC 27707         
O    105        03/01/1981  LEE         809 CARTHAGE ST       SANFORD, NC 27330        
O    112        01/06/1986  ALAMANCE    110 W HAGGARD ST      ELON COLLEGE, NC 27244   
O    116        01/01/1974  HARNETT     1175 HWY 421          LILLINGTON, NC 27546     
O    125        01/01/1974  WAKE        601 N MAIN ST         FUQUAY-VARINA, NC 27526  
O    130        01/01/1974  ROWAN       264 EAST MAIN STREET  ROCKWELL, NC 28138       
L    131        08/20/1973  ROWAN       513 MAIN STREET       CHINA GROVE, NC 28023    
O    140        01/01/1974  WATAUGA     1218 STATE FARM RD.   BOONE, NC 28607          
L    141        01/01/1973  WATAUGA     771 BLOWING ROCK RD.  BOONE, NC 28607          
O    142        01/01/1974  CHATHAM     507 W THIRD ST        SILER CITY, NC 27344     
L    144        09/01/1973  LEE         200 NORTH MAIN STREE  BROADWAY, NC 27505       
L    146        01/01/1974  CLEVELAND   123 N MAIN ST         BOILING SPRINGS, NC 28017
O    147        07/02/1978  WATAUGA     1056 EAST KING ST.    BOONE, NC 28607          
O    150        07/01/1974  RANDOLPH    127 EAST SWANNANOA    LIBERTY, NC 27298        
O    157        11/01/1978  IREDELL     250 MAIN ST           TROUTMAN, NC 28166       
L    158        06/12/1975  IREDELL     1803 SAFREIT RD       STATESVILLE, NC 28625    
O    161        07/07/1975  ALAMANCE    1031 HWY 87 NORTH     ELON COLLEGE, NC 27244   

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Pr  Store  Old     Open                                                              
Tp    #    Cbr     Date        County      Street Address         City/State/Zip     
                                                                                     
O   163         07/01/1975  CATAWBA     1608 SECOND AVE NW    HICKORY, NC 28601      
L   164         07/01/1975  WATAUGA     1220 WEST KING ST.    BOONE, NC 28607        
O   170         05/04/1984  GUILFORD    3101 PLEASANT GARDEN  GREENSBORO, NC 27406   
O   172         08/29/1975  IREDELL     354 S MAIN ST         MOORESVILLE, NC 28115  
L   174         06/08/1976  CHATHAM     620 WEST STREET       PITTSBORO, NC 27312    
L   176         01/01/1953  JOHNSTON    208 EAST MAIN STREET  CLAYTON, NC 27520      
O   182         08/24/1976  ROWAN       300 S SALISBURY ST    SPENCER, NC 28159      
O   186         08/09/1976  LEE         3014 SOUTH HORNER BL  SANFORD, NC 27330      
O   192         05/01/1985  FORSYTH     700 JONESTOWN RD      WINSTON-SALEM, NC 27103
O   215         07/01/1976  STOKES      101 E KING ST         KING, NC 27021         
O   218         12/05/1985  LEE         1130 N HORNER BLVD    SANFORD, NC 27330      
L   219         03/11/1977  LEE         1413 BROADWAY ROAD    SANFORD, NC 27330      
O   239         03/24/1978  CATAWBA     1200 E MAIN ST        MAIDEN, NC 28650       
O   240         07/21/1977  CATAWBA     334 EAST 20TH ST      NEWTON, NC 28658       
L   242         12/12/1977  ALLEGHANY   144 S MAIN ST         SPARTA, NC 28675       
L   250         11/16/1979  AVERY       379 SHAWNEEHAW AVE    BANNER ELK, NC 28604   
L   254         06/07/1979  STOKES      RT 1, BOX 404         KING, NC 27021         
L   258         06/26/1979  LEE         3000 JEFFERSON DAVIS  SANFORD, NC 27330      
L   267         12/29/1979  CHATHAM     1516 E 11TH STREET    SILER CITY, NC 27344   
O   268         03/10/1980  CATAWBA     1901 SW US HWY 70     HICKORY, NC 28601      
L   278         07/17/1980  FORSYTH     744 PINEY GROVE RD    KERNERSVILLE, NC 27284 
O   286         03/13/1981  CUMBERLAND  4832 RAMSEY STREET    FAYETTEVILLE, NC 28301 
O   294         06/02/1980  CHATHAM     11399 US HWY 15-501   CHAPEL HILL, NC 27514  
O   302         03/24/1981  CUMBERLAND  736 S REILLY RD       FAYETTEVILLE, NC 28304 
L   303         10/22/1980  GASTON      100 RAKIN ST & S MAI  MT HOLLY, NC 28120     
O   305         01/22/1981  CUMBERLAND  1501 PAMALEE DR       FAYETTEVILLE, NC 28303 
L   312         07/25/1981  IREDELL     1924 NEWTON DRIVE     STATESVILLE, NC 28677  
L   320         10/31/1981  WAKE        3289 AVENT FERRY RD   RALEIGH, NC 27606      
O   331         12/31/1971  LEE         1612 TRAMWAY ROAD     SANFORD, NC 27330      
L   336         02/01/1971  CUMBERLAND  5659 BRAGG BLVD.      FAYETTEVILLE, NC 28304 
O   355         06/10/1971  LEE         429 EAST WEATHERSPOO  SANFORD, NC 27330      
L   357         11/01/1971  RICHMOND    104 S. CHERAW ROAD    HAMLET, NC 28345       
L   358         05/18/1976  CUMBERLAND  6428 CAMDEN ROAD      FAYETTEVILLE, NC 28306 
O   366         06/26/1982  LEE         812 SOUTH HORNER BLV  SANFORD, NC 27330      
O   376         08/21/1981  CUMBERLAND  4000 SOUTH MAIN ST    HOPE MILLS, NC 28348   
L   381         11/01/1973  CUMBERLAND  1232 BINGHAM DRIVE    FAYETTEVILLE, NC 28304 
L   382         05/01/1974  ORANGE      HWY 70 EAST BYPASS    HILLSBOROUGH, NC 27278 
L   385         04/01/1975  LEE         HWY 42  3420 WICKER   SANFORD, NC 27330      
L   386         06/15/1974  ORANGE      500 JONES FERRY ROAD  CARRBORO, NC 27510     
L   395         09/10/1981  CLEVELAND   3600 W DIXSON BLVD    SHELBY, NC 28150       
O   405         10/01/1981  LEE         3006 HAWKINS AVENUE   SANFORD, NC 27330      
O   406         10/03/1981  HARNETT     1404 S MAIN ST        LILLINGTON, NC 27546   
O   410         12/13/1982  WATAUGA     1996 BLOWING ROCK RD  BOONE, NC 28607        
O   413         07/01/1983  CHATHAM     1010 N SECOND AVE E   SILER CITY, NC 27344   
L   426         05/10/1984  GUILFORD    295 EAST PARRIS AVE   HIGH POINT, NC 27261   
L   437         02/07/1985  NEW HANOVE  6759 CAROLINA BEACH   WILMINGTON, NC 28409   
L   438         12/22/1984  LEE         1007 SPRING LANE      SANFORD, NC 27330      
L   439         01/17/1985  COLUMBUS    803 N. JK POWELL BLV  WHITEVILLE, NC 28472   
L   440         01/10/1985  NEW HANOVE  6306 CAROLINA BEACH   WILMINGTON, NC 28409   
L   441         10/04/1984  ALAMANCE    1013 SOUTH MAIN ST    GRAHAM, NC 27253       
L   444         04/04/1985  NEW HANOVE  3053 CASTLE HAYNE RD  WILMINGTON, NC 28401   
O   450         05/30/1985  NEW HANOVE  2400 N. COLLEGE RD    WILMINGTON, NC 28405   

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Pr  Store  Old     Open                                                                 
Tp    #    Cbr     Date        County      Street Address         City/State/Zip        
                                                                                        
O   454         07/26/1985  GUILFORD    2522 RANDLEMAN RD     GREENSBORO, NC 27406      
L   456         06/20/1985  CUMBERLAND  RT 14  BOX 275F       FAYETTEVILLE, NC 28304    
O   457         07/18/1985  WAKE        705 E. WILLIAMS STRE  APEX, NC 27502            
O   462         09/27/1985  GUILFORD    101 PISGAH CHURCH     GREENSBORO, NC 27405      
O   464         08/05/1985  NEW HANOVE  2375 S 17TH STREET    WILMINGTON, NC 28401      
O   467         08/08/1985  BRUNSWICK   1130 NORTH HOWE STRE  SOUTHPORT, NC 28461       
O   475         11/27/1985  MOORE       1600 US HWY 15 501    SOUTHERN PINES, NC 28387  
L   478         01/09/1986  CUMBERLAND  1525 NORTH BRAGG BLV  SPRING LAKE, NC 28390     
O   481         02/27/1986  CUMBERLAND  3458 N. MAIN ST.      HOPE MILLS, NC 28348      
O   484         08/25/1986  NEW HANOVE  5800 CASTLE HAYNE RD  CASTLE HAYNE, NC 28429    
L   486         07/03/1986  CUMBERLAND  6605 RAEFORD RD.      FAYETTEVILLE, NC 28304    
O   500         04/22/1987  CUMBERLAND  1300 HOPE MILLS RD    FAYETTEVILLE, NC 28304    
L   784         12/15/1986  IREDELL     703 N MAIN ST         MOORESVILLE, NC 28115     
L   795         02/27/1992  FORSYTH     2010 W. MOUNTAIN ST.  KERNERSVILLE, NC 27284    
L   799         02/08/1989  PITT        316 E 10TH STREET     GREENVILLE, NC 27858      
L   816         06/28/1989  WAKE        1807 HARRISON AVE     CARY, NC 27513            
L   818         11/02/1989  ORANGE      2015 OLD NC 86        HILLSBOROUGH, NC 27278    
L   823         10/19/1989  WAKE        5801 TRYON RD         CARY, NC 27511            
L   825         06/30/1989  ONSLOW      2561 ONSLOW DRIVE     JACKSONVILLE, NC 28540    
L   826         09/20/1989  PITT        4000 S. MEMORIAL DR.  GREENVILLE, NC 27835      
L   827         09/20/1989  PITT        2195 S EVANS ST       GREENVILLE, NC 27834      
L   828         03/01/1990  MECKLENBUR  10329 PARK ROAD       CHARLOTTE, NC 28210       
L   832         09/20/1989  PITT        501 S. MEMORIAL DRIV  GREENVILLE, NC 27835      
L   838         02/21/1990  DURHAM      2503 HWY 55 & RIDDLE  DURHAM, NC 27022          
L   846         10/01/1992  WAKE        1800 LAURA DUNCAN RD  APEX, NC 27502            
L   850         04/05/1995  WAKE        100 FACTORY SHOPS RD  MORRISVILLE, NC 27560     
L   851         10/13/1994  ALAMANCE    1110 HUFFMAN MILL RD  BURLINGTON, NC 27216      
L   852         11/05/1994  CLEVELAND   1698 E. MARION ST.    SHELBY, NC 28151          
L   854         02/08/1995  WILSON      1207 FOREST HILLS RD  WILSON, NC 27896          
L   858         08/17/1995  NEW HANOVE  1711 EASTWOOD RD.     WILMINGTON, NC 28405      
L   859         09/14/1995  PITT        1900 E FIRETOWER      GREENVILLE, NC 27834      
L   860         09/21/1995  CABARRUS    1145 COPPERFIELD BLV  CONCORD, NC 28025         
L   861         01/25/1996  GUILFORD    3101 YANCEYVILLE STR  GREENSBORO, NC 27402      
L   863         05/16/1996  DURHAM      3793 GUESS ROAD       DURHAM, NC 27705          
L   864         11/08/1996  GUILFORD    601 GALLIMORE DAIRY   HIGH POINT, NC 27261      
L   869         02/01/1996  WAKE        8500 LITCHFORD ROAD   RALEIGH, NC 27615         
L   872         04/04/1997  DARE        1400 SOUTH CROATAN H  KILL DEVIL HILLS, NC 27948
L   890         06/12/1997  PITT        215 W. 3RD STREET     AYDEN, NC 28513           
L   891         06/12/1997  CRAVEN      7921 MAIN STREET      VANCEBORO, NC 28586       
L   892         06/12/1997  ONSLOW      1505 PINEY GREEN ROA  JACKSONVILLE, NC 28546    
L   893         06/12/1997  PITT        211 MILL STREET       WINTERVILLE, NC 28590     
L   894         06/12/1997  WAYNE       515 E. NEW HOPE ROAD  GOLDSBORO, NC 27530       
L   895         06/12/1997  PITT        1930 N. MEMORIAL DRI  GREENVILLE, NC 27834      
L   896         06/12/1997  ONSLOW      1070 PINEY GREEN ROA  JACKSONVILLE, NC 28546    
L   898         06/12/1997  LENOIR      1690 HWY 258 N        KINSTON, NC 28504         
L   899         06/12/1997  PITT        1125 E. COOPER ST.    WINTERVILLE, NC 28590     
L   900         06/12/1997  PITT        4300 EASTERN PINES R  GREENVILLE, NC 27858      
L   901         06/12/1997  PITT        2600 S. CHARLES ST.   GREENVILLE, NC 27858      
L   906         06/12/1997  CARTERET    1501 LIVE OAK ST.     BEAUFORT, NC 28516        
L   914         06/11/1998  WAKE        1001 SE CARY PARKWAY  CARY, NC 27511            
L   915         07/30/1998  NEW HANOVE  5717 CASTLE HAYNE RO  CASTLE HAYNE, NC 28429    
L   916         05/01/1999  WAKE        3721 TRYON ROAD       RALEIGH, NC 27607         

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                                                        [Enlarge/Download Table]

Pr  Store  Old     Open                                                               
Tp    #    Cbr     Date        County      Street Address         City/State/Zip      
                                                                                      
L    918        03/19/1998  CARTERET    605 E. FORT MACON     ATLANTIC BEACH, NC 28512
L    919        03/19/1998  WAYNE       1601 EAST ASH STREET  GOLDSBORO, NC 27530     
L    920        03/19/1998  WAYNE       2606 N. WILLIAM STRE  GOLDSBORO, NC 27530     
L    921        03/19/1998  WAYNE       1908 U. S. HWY 117 S  GOLDSBORO, NC 27530     
L    922        03/19/1998  WAYNE       2101 WAYNE MEMORIAL   GOLDSBORO, NC 27534     
L    924        03/19/1998  WAYNE       600 SPENCE AVENUE     GOLDSBORO, NC 27534     
L    925        03/19/1998  WAYNE       1814 N. BERKLEY BLVD  GOLDSBORO, NC 27534     
L    926        03/19/1998  WAYNE       2007 WAYNE MEMORIAL   GOLDSBORO, NC 27534     
L    927        03/19/1998  WAYNE       901 W. GRANTHAM ST.   GOLDSBORO, NC 28530     
L    928        03/19/1998  WAYNE       453 BUCK SWAMP ROAD   GOLDSBORO, NC 27530     
L    929        03/19/1998  PITT        559 QUEENS ST.        GRIFTON, NC 28530       
L    930        03/19/1998  ONSLOW      1731 LEJEUNE BLVD     JACKSONVILLE, NC 28540  
L    931        03/19/1998  JOHNSTON    402 SOUTH CHURCH STR  KENLY, NC 27542         
L    932        03/19/1998  LENOIR      701 WEST VERNON AVEN  KINSTON, NC 28501       
L    933        03/19/1998  LENOIR      107 S. WOOTEN STREET  LA GRANGE, NC 28551     
L    934        03/19/1998  CRAVEN      1211 SIMMONS STREET   NEW BERN, NC 28560      
L    935        03/19/1998  WAKE        3128 CAPITAL BLVD.    RALEIGH, NC 27604       
L    937        03/19/1998  NEW HANOVE  2028 OLEANDER DRIVE   WILMINGTON, NC 28403    
L    938        03/19/1998  NEW HANOVE  2305 S. COLLEGE ROAD  WILMINGTON, NC 28412    
L    939        03/19/1998  WILSON      2928 U.S. HWY 301 S.  WILSON, NC 27893        
L    940        03/19/1998  WILSON      4934 U.S. HWY 264 S.  WILSON, NC 27893        
L    941        09/28/2000  ORANGE      102 B HWY 54W         CARRBORO, NC 27510      
L   3001        07/02/1998  CUMBERLAND  2450 IRELAND DR       FAYETTEVILLE, NC 28306  
L   3002        07/02/1998  CUMBERLAND  1764 IRELAND DR.      FAYETTEVILLE, NC 28304  
L   3003        07/02/1998  SAMPSON     209 MT. OLIVE DRIVE   NEWTON GROVE, NC 28366  
L   3004        07/02/1998  CUMBERLAND  3931 ROSEHILL ROAD    FAYETTEVILLE, NC 28301  
L   3005        07/02/1998  CUMBERLAND  5617 ROCKFISH RD./HW  HOPE MILLS, NC 28348    
L   3006        07/02/1998  CUMBERLAND  801 NORTH MAIN STREE  SPRING LAKE, NC 28390   
L   3007        07/02/1998  CUMBERLAND  1302 ROBESON STREET   FAYETTEVILLE, NC 28305  
L   3009        07/02/1998  CUMBERLAND  6454 ROCKFISH RD      FAYETTEVILLE, NC 28306  
L   3010        07/02/1998  CUMBERLAND  1571 MCARTHUR ROAD    FAYETTEVILLE, NC 28301  
L   3011        07/02/1998  CUMBERLAND  2820 LILLINGTON HWY   SPRING LAKE, NC 28390   
L   3012        07/02/1998  CUMBERLAND  901 MCARTHUR ROAD     FAYETTEVILLE, NC 28306  
L   3013        07/02/1998  CUMBERLAND  144 CEDAR CREEK RD    FAYETTEVILLE, NC 28301  
L   3014        07/02/1998  CUMBERLAND  2501 HOPE MILLS ROAD  FAYETTEVILLE, NC 28306  
L   3015        07/02/1998  CUMBERLAND  CAMDEN AND NATAL ROA  FAYETTEVILLE, NC 28306  
L   3016        07/02/1998  CUMBERLAND  5542 BRAGG BLVD AT S  FAYETTEVILLE, NC 28306  
L   3017        07/02/1998  CUMBERLAND  405 BRAGG BLVD.       SPRING LAKE, NC 28390   
L   3018        07/02/1998  ROBESON     504 W MARTIN LUTHER   MAXTON, NC 28364        
L   3019        07/02/1998  HARNETT     400 ERWIN ROAD        DUNN, NC 28334          
L   3020        07/02/1998  CATAWBA     3261 E. MAIN ST.      CLAREMONT, NC 28610     
L   3021        07/02/1998  CATAWBA     HWY 16 AND I-40       CONOVER, NC 28613       
L   3022        07/02/1998  CUMBERLAND  2326 OWEN DR./CUMBER  FAYETTEVILLE, NC 28306  
L   3023        07/02/1998  IREDELL     598 NORTH MAIN STREE  MOORESVILLE, NC 28115   
L   3024        07/02/1998  CATAWBA     506 SOUTHWEST BLVD    NEWTON, NC 28658        
L   3025        07/02/1998  CATAWBA     1612 CONOVER BLVD EA  CONOVER, NC 28613       
L   3026        07/02/1998  CATAWBA     2442 W.N.C. HIGHWAY   NEWTON, NC 28658        
L   3027        07/02/1998  CUMBERLAND  2001 SKIBO ROAD       FAYETTEVILLE, NC 28304  
L   3029        07/02/1998  CUMBERLAND  300 MURCHISON ROAD    SPRING LAKE, NC 28390   
L   3031        07/02/1998  CUMBERLAND  8215 CLIFFDALE ROAD   FAYETTEVILLE, NC 28304  
L   3032        07/02/1998  LEE         2500 SOUTH HORNER BL  SANFORD, NC 27330       
L   3033        07/02/1998  CUMBERLAND  1902 OWEN DRIVE       FAYETTEVILLE, NC 28304  

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Pr  Store  Old    Open                                                                 
Tp    #    Cbr    Date        County      Street Address         City/State/Zip        
                                                                                       
L   3034        07/02/1998  CUMBERLAND  5201 RAEFORD ROAD     FAYETTEVILLE, NC 28304   
L   3035        07/02/1998  CUMBERLAND  2110 CEDAR CREEK ROA  FAYETTEVILLE, NC 28301   
L   3036        07/02/1998  CUMBERLAND  2990 GILLESPIE STREE  FAYETTEVILLE, NC 28306   
L   3037        07/02/1998  CUMBERLAND  3102 BRAGG BLVD/CAIN  FAYETTEVILLE, NC 28302   
L   3038        07/02/1998  CUMBERLAND  500 BUNCE RD./CLIFFD  FAYETTEVILLE, NC 28304   
L   3039        07/02/1998  CUMBERLAND  316 HWY 210 NORTH     SPRING LAKE, NC 28390    
L   3040        07/02/1998  CUMBERLAND  2075 NORTH BRAGG BLV  SPRING LAKE, NC 28390    
L   3041        07/02/1998  CUMBERLAND  5762 RAMSEY ST/METHO  FAYETTEVILLE, NC 28311   
L   3042        07/02/1998  CUMBERLAND  1135 PAMALEE DR./BLA  FAYETTEVILLE, NC 28303   
L   3043        07/02/1998  CUMBERLAND  100 REILLY ROAD       FAYETTEVILLE, NC 28303   
L   3044        07/02/1998  UNION       13719 HWY 74 W        INDIAN TRAIL, NC 28079   
L   3045        07/02/1998  UNION       4103 HWY 74           MONROE, NC 28110         
L   3046        07/02/1998  CUMBERLAND  674 CHICKEN FOOT ROA  HOPE MILLS, NC 28348     
L   3047        07/02/1998  CUMBERLAND  7910 RAEFORD ROAD     FAYETTEVILLE, NC 28304   
L   3048        07/02/1998  HOKE        9615 FAYETTEVILLE RO  RAEFORD, NC 28379        
L   3049        07/02/1998  BRUNSWICK   7095 OCEAN HWY NORTH  SOUTH BRUNSWICK, NC 28470
L   3050        07/02/1998  CUMBERLAND  327 CHICKEN FOOT ROA  HOPE MILLS, NC 28348     
L   3051        07/02/1998  CUMBERLAND  3319 MURPHY           FAYETTEVILLE, NC 28301   
L   3052        07/02/1998  CUMBERLAND  6777 RAEFORD RD/GRAH  FAYETTEVILLE, NC 28304   
L   3053        07/02/1998  HARNETT     41 E CORNELIUS HARNE  LILLINGTON, NC 27546     
L   3054        07/02/1998  CUMBERLAND  6245 RAMSEY STREET    FAYETTEVILLE, NC 28311   
L   3055        07/02/1998  COLUMBUS    1730 JK POWELL BLVD   WHITEVILLE, NC 28472     
L   3056        07/02/1998  MOORE       110 US 1 NORTH        VASS, NC 28394           
L   3075        11/05/1998  ONSLOW      2868 PINEY GREEN RD.  JACKSONVILLE, NC 28546   
L   3076        07/16/1998  LENOIR      700 E. NEW BERN ROAD  KINSTON, NC 28502        
L   3077        07/16/1998  EDGECOMBE   235 FAIRVIEW ROAD     ROCKY MOUNT, NC 27801    
L   3078        07/16/1998  NASH        7545 NC 48            BATTLEBORO, NC 27809     
L   3079        07/16/1998  NASH        5102 DORCHES BLVD     ROCKY MOUNT, NC 27804    
L   3080        07/16/1998  NASH        1228 N. CHURCH STREE  ROCKY MOUNT, NC 27804    
L   3081        07/16/1998  NASH        3537 SUNSET AVENUE    ROCKY MOUNT, NC 27804    
L   3082        07/16/1998  FRANKLIN    102 BICKETT BLVD      LOUISBURG, NC 27549      
L   3083        07/16/1998  PITT        700 S. MEMORIAL DRIV  GREENVILLE, NC 27834     
L   3084        07/16/1998  NASH        900 RALEIGH ROAD      ROCKY MOUNT, NC 27803    
L   3085        07/16/1998  NASH        240 S. WESLEYAN BLVD  ROCKY MOUNT, NC 27804    
L   3086        07/16/1998  WILSON      2643 WARD BLVD        WILSON, NC 27896         
L   3087        07/16/1998  NASH        1830 N. WESLEYAN BLV  ROCKY MOUNT, NC 27804    
L   3088        07/16/1998  DURHAM      4830 HOPE VALLEY ROA  DURHAM, NC 27707         
L   3089        07/16/1998  ORANGE      1501 FRANKLIN STREET  CHAPEL HILL, NC 27514    
L   3090        07/16/1998  NASH        425 W. THOMAS STREET  ROCKY MOUNT, NC 27801    
L   3091        07/16/1998  DURHAM      3705 N. DUKE STREET   DURHAM, NC 27705         
L   3092        07/16/1998  WAKE        2101 MILLBROOK ROAD   RALEIGH, NC 27604        
L   3093        07/16/1998  DURHAM      3223 NC HWY 55        DURHAM, NC 27713         
L   3094        07/16/1998  WAKE        4203 FAYETTEVILLE RO  RALEIGH, NC 27603        
L   3095        07/16/1998  WAKE        4330 LOUISBURG ROAD   RALEIGH, NC 27604        
L   3096        07/16/1998  NASH        3601 SUNSET AVENUE    ROCKY MOUNT, NC 27804    
L   3098        07/16/1998  WAKE        4302 WAKE FOREST ROA  RALEIGH, NC 27609        
L   3099        07/16/1998  PITT        1531 SE GREENVILLE B  GREENVILLE, NC 27834     
L   3100        07/16/1998  WAKE        6317 CREEDMOOR ROAD   RALEIGH, NC 27612        
L   3101        07/16/1998  DURHAM      2229 NC HWY 54 EAST   CHAPEL HILL, NC 27514    
L   3102        07/16/1998  ORANGE      201 S ESTES DRIVE     CHAPEL HILL, NC 27515    
L   3104        07/16/1998  PITT        1301 ARLINGTON BLVD   GREENVILLE, NC 27834     
L   3105        07/16/1998  NASH        367 W WASHINGTON STR  NASHVILLE, NC 27856      

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                                                        [Enlarge/Download Table]

Pr  Store  Old     Open                                                                    
Tp    #    Cbr     Date        County      Street Address         City/State/Zip           
                                                                                           
L   3106        07/16/1998  NASH        1720 SUNSET AVENUE    ROCKY MOUNT, NC 27804        
L   3117        07/16/1998  NASH        3653 US HWY 301S      SHARPSBURG, NC 27878         
L   3118        07/30/1998  WAKE        919 DURHAM HIGHWAY    WAKE FOREST, NC 27587        
L   3119        10/22/1998  JOHNSTON    1137 N. BRIGHTLEAF B  SMITHFIELD, NC 27577         
L   3120        10/22/1998  ONSLOW      4450 GUMBRANCH ROAD   JACKSONVILLE, NC 28540       
L   3121        10/22/1998  HARNETT     770 N. RALEIGH STREE  ANGIER, NC 27501             
L   3122        10/22/1998  NEW HANOVE  6480 MARKET STREET    WILMINGTON, NC 28405         
L   3123        08/31/2000  HARNETT     873 LONGBRANCH ROAD   DUNN, NC 28334               
L   3125        10/22/1998  ONSLOW      116 PINEY GREEN RD    JACKSONVILLE, NC 28540       
L   3126        10/22/1998  ONSLOW      2865 PINEY GREEN RD   MIDWAY PARK, NC 28544        
L   3127        10/22/1998  JOHNSTON    234 W. MARKET STREET  SMITHFIELD, NC 27577         
L   3128        10/22/1998  JOHNSTON    10081 HWY 70 WEST     CLAYTON, NC 27530            
L   3129        10/22/1998  JOHNSTON    825 BROGDEN ROAD  &   SMITHFIELD, NC 27577         
L   3130        10/22/1998  DUPLIN      2713 HWY 24 WEST      WARSAW, NC 28398             
L   3131        11/05/1998  ROBESON     3002 FAYETTEVILLE RD  LUMBERTON, NC 28358          
L   3132        11/05/1998  COLUMBUS    424 N. BROWN ST.      CHADBOURN, NC 28431          
L   3133        11/05/1998  COLUMBUS    305 E. 5TH ST.        TABOR CITY, NC 28463         
L   3134        11/05/1998  ROBESON     501 W. 3RD ST.        PEMBROKE, NC 28372           
L   3135        11/05/1998  BRUNSWICK   100 YAUPON DR.        LONG BEACH, NC 28465         
L   3136        11/05/1998  SCOTLAND    1135 S. MAIN ST.      LAURINBURG, NC 28352         
L   3139        11/05/1998  CUMBERLAND  1208 BRAGG BLVD.      FAYETTEVILLE, NC 28301       
L   3141        11/05/1998  CUMBERLAND  1886 N. BRAGG BLVD    SPRING LAKE, NC 28390        
L   3142        11/05/1998  CUMBERLAND  3122 FT. BRAGG RD.    FAYETTEVILLE, NC 28303       
L   3143        11/05/1998  BRUNSWICK   4523 MAIN STREET      SHALLOTTE, NC 28459          
L   3144        11/05/1998  CUMBERLAND  6489 YADKIN RD.       FAYETTEVILLE, NC 28303       
L   3146        11/05/1998  WAKE        1720 MAIN ST.         FUQUAY-VARINA, NC 27526      
L   3147        11/05/1998  RICHMOND    980 US 1 N.& WIREGRA  ROCKINGHAM, NC 28379         
L   3148        11/05/1998  RICHMOND    214 W. BROAD ST.      ROCKINGHAM, NC 28379         
L   3151        07/27/2000  NEW HANOVE  6648 GORDON RD.       WILMINGTON, NC 28405         
L   3153        02/25/1999  HERTFORD    1100 E. MEMORIAL DRI  AHOSKIE, NC 27910-3920       
L   3154        02/25/1999  RANDOLPH    11315 N. MAIN STREET  ARCHDALE, NC 27263-2856      
L   3156        02/25/1999  BLADEN      318 WEST SEABOARD ST  BLADENBORO, NC 28320-9710    
L   3157        02/25/1999  CARTERET    302 W.B. MCLEAN DR.   CAPE CARTERET, NC 28584-9203 
L   3158        02/25/1999  MOORE       401 MONROE STREET     CARTHAGE, NC 28327           
L   3159        02/25/1999  ORANGE      1509 E. FRANKLIN STR  CHAPEL HILL, NC 27514-2887   
L   3160        02/25/1999  FORSYTH     2471 LEWISVILLE-CLEM  CLEMMONS, NC 27012-8709      
L   3161        02/25/1999  DURHAM      3301 GUESS ROAD       DURHAM, NC 27705-2105        
L   3162        02/25/1999  DURHAM      2301 HOLLOWAY STREET  DURHAM, NC 27703-3315        
L   3163        02/25/1999  DURHAM      2322 HIGHWAY 54       DURHAM, NC 27713-9714        
L   3164        02/25/1999  CHOWAN      200 N BROAD STREET    EDENTON, NC 27932-1904       
L   3165        02/25/1999  PASQUOTANK  1313 W. EHRINGHAUS S  ELIZABETH CITY, NC 27909-4550
L   3166        02/25/1999  BLADEN      340 S. POPLAR STREET  ELIZABETHTOWN, NC 28337-0221 
L   3167        02/25/1999  ROBESON     310 WALNUT STREET     FAIRMONT, NC 28340-2036      
L   3168        02/25/1999  CUMBERLAND  400 GROVE STREET      FAYETTEVILLE, NC 28301-0926  
L   3170        02/25/1999  CUMBERLAND  2410 OWEN DRIVE       FAYETTEVILLE, NC 28306-2929  
L   3171        02/25/1999  WAKE        1529 N. MAIN STREET   FUQUAY-VARINA, NC 27526-9024 
L   3172        02/25/1999  ALAMANCE    419 S. MAIN STREET    GRAHAM, NC 27253-3303        
L   3173        02/25/1999  GUILFORD    5321 W. MARKET STREE  GREENSBORO, NC 27409-2628    
L   3174        02/25/1999  CRAVEN      1234 E. MAIN STREET   HAVELOCK, NC 28532-2405      
L   3175        02/25/1999  GUILFORD    1901 WESTCHESTER DRI  HIGH POINT, NC 27260-7011    
L   3176        02/25/1999  GUILFORD    2608 S. MAIN STREET   HIGH POINT, NC 27263-1941    
L   3177        02/25/1999  FORSYTH     801 BODENHAMER STREE  KERNERSVILLE, NC 27284-3130  

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                                                        [Enlarge/Download Table]

Pr  Store  Old     Open                                                                   
Tp    #    Cbr     Date        County      Street Address         City/State/Zip          
                                                                                          
L   3178        02/25/1999  STOKES      583 S MAIN STREET     KING, NC 27021              
L   3179        02/25/1999  LENOIR      2011 W. VERNON AVE.   KINSTON, NC 28504-3329      
L   3180        02/25/1999  LENOIR      2305 N. HERITAGE ST.  KINSTON, NC 28501-1601      
L   3181        02/25/1999  LENOIR      310 EAST NEW BERN RO  KINSTON, NC 28504           
L   3182        02/25/1999  FORSYTH     1415 LEWISVILLE-      CLEMMONS, NC 27012          
L   3183        02/25/1999  DAVIDSON    1401 WINSTON RD       LEXINGTON, NC 27292-1448    
L   3184        02/25/1999  DAVIDSON    905 S. TALBERT BLVD   LEXINGTON, NC 27292-3937    
L   3185        02/25/1999  ROCKINGHAM  226 W. HARRISON ST    REIDSVILLE, NC 27320-5012   
L   3186        02/25/1999  NASH        737 RALEIGH RD        ROCKY MOUNT, NC 27803-2621  
L   3187        02/25/1999  PERSON      804 DURHAM ROAD       ROXBORO, NC 27573-5901      
L   3188        02/25/1999  FORSYTH     1065 BETHANIA-RURAL   RURAL HALL, NC 27045-9706   
L   3189        02/25/1999  ROWAN       2270 STATESVILLE ROA  SALISBURY, NC 28147-9166    
L   3190        02/25/1999  HALIFAX     826 S. MAIN STREET    SCOTLAND NECK, NC 27874-1228
L   3191        02/25/1999  FORSYTH     4401 KERNERSVILLE RD  KERNERSVILLE, NC 27284-8106 
L   3192        02/25/1999  CHATHAM     14685 HWY 64 W        SILER CITY, NC 27344        
L   3193        02/25/1999  JOHNSTON    1331 BRIGHTLEAF BLVD  SMITHFIELD, NC 27577-4230   
L   3194        02/25/1999  IREDELL     102 SIGNAL HILL RD    STATESVILLE, NC 28625-4305  
L   3195        02/25/1999  IREDELL     1542 SALISBURY HIGHW  STATESVILLE, NC 28677-6250  
L   3196        02/25/1999  DAVIDSON    705 NATIONAL HIGHWAY  THOMASVILLE, NC 27360-2637  
L   3197        02/25/1999  DUPLIN      1330 N. NORWOOD STRE  WALLACE, NC 28466-1332      
L   3198        02/25/1999  BEAUFORT    481 FIFTH & BRIDGES   WASHINGTON, NC 27889-4308   
L   3199        02/25/1999  COLUMBUS    703 N. MADISON STREE  WHITEVILLE, NC 28472-3330   
L   3200        02/25/1999  WILKES      610 W MAIN STREET     WILKESBORO, NC 28697-2835   
L   3201        02/25/1999  WILSON      2877 WARD BLVD        WILSON, NC 27893-1746       
L   3202        02/25/1999  FORSYTH     289 S STRATFORD ROAD  WINSTON-SALEM, NC 27103-1895
L   3203        02/25/1999  FORSYTH     3499 ROBIN HOOD ROAD  WINSTON-SALEM, NC 27106-4701
L   3204        02/25/1999  FORSYTH     4843 COUNTRY CLUB RD  WINSTON-SALEM, NC 27104-4503
L   3205        02/25/1999  FORSYTH     105 HICKORY TREE RD.  WINSTON-SALEM, NC 27107     
O   3213        02/04/1999  PITT        3209 S. MEMORIAL DRI  GREENVILLE, NC 27834        
L   3297        10/07/1999  CHATHAM     201 EAST 11TH ST HWY  SILER CITY, NC 27344        
L   3298        10/07/1999  CHATHAM     196 SANFORD ROAD      PITTSBORO, NC 27312         
L   3299        10/07/1999  LEE         31065 HORNER BLVD     SANFORD, NC 27330           
L   3300        10/07/1999  LEE         12457 HWY 421 SOUTH   BROADWAY, NC 27505          
L   3301        10/07/1999  MOORE       11495 HWY 15-501 AND  ABERDEEN, NC 28315          
L   3302        10/07/1999  WAKE        1414 E WILLIAMS ST H  APEX, NC 27502              
L   3303        10/07/1999  WAKE        2506 S. SAUNDERS AND  RALEIGH, NC 27603           
L   3368        01/27/2000  SURRY       2372 ZEPHYR RD        DOBSON, NC 27017            
L   3371        01/27/2000  SURRY       2134 W PINE ST        MT AIRY, NC 27030           
L   3419        08/31/2000  PITT        2200 SOUTH EVANS STR  GREENVILLE, NC 27858        
L   3442        11/16/2000  DURHAM      3406 HWY 70E & PAGE   DURHAM, NC 27703            
L   3470        02/08/2001  CABARRUS    3065 DALE EARNHARDT   KANNAPOLIS, NC 28083        
L   3471        01/25/2001  WILSON      4940 US 264 W         WILSON, NC 27893            
L   3472        01/25/2001  LENOIR      509 E NEW BERN RD     KINSTON, NC 28504           
L   3473        01/25/2001  CARTERET    5230 HWY 70 W         MOREHEAD CITY, NC 28557-4506
L   3474        01/25/2001  WAYNE       2035 HWY 70 W         GOLDSBORO, NC 27530-9543    
L   3475        01/25/2001  WAKE        3741 CAPITAL BLVD     RALEIGH, NC 27604-3329      
L   3476        01/25/2001  GUILFORD    3302 S HOLDEN RD      GREENSBORO, NC 27407-1410   
L   3477        01/25/2001  DURHAM      4604 N ROXBORO RD     DURHAM, NC 27704-1410       
L   3479        01/25/2001  WAKE        1900 HWY 70 E         GARNER, NC 27529-8794       
L   3480        01/25/2001  MOORE       1395 US HWY 1 S       ABERDEEN, NC 28387-6265     
L   3481        01/25/2001  CUMBERLAND  5336 CLIFFDALE RD     FAYETTEVILLE, NC 28314-2346 
L   3487        12/27/2001  BRUNSWICK   16 OCEAN HIGHWAY WES  SUPPLY, NC 28462            

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                                                        [Enlarge/Download Table]

Pr  Store  Old     Open                                                                   
Tp    #    Cbr     Date        County      Street Address         City/State/Zip          
                                                                                          
L   3489        03/20/2003  DURHAM      7840 LEONARDO DRIVE   DURHAM, NC 27713            
O    247        05/25/1978  HORRY       348 DICK POND RD      MYRTLE BEACH, SC 29577      
L    273        12/21/1979  HORRY       3305 N KINGS HWY      MYRTLE BEACH, SC 29577      
O    277        06/12/1980  BEAUFORT    71 MATTHEWS DR & HWY  HILTON HEAD ISLAND, SC 29928
O    288        10/30/1980  CHARLESTON  2572 ASHLEY RIVER RD  CHARLESTON, SC 29414        
O    295        10/16/1980  BEAUFORT    1810 RIBALT RD        PORT ROYAL, SC 29902        
O    298        10/30/1980  DORCHESTER  4010 ASHLEY PHOSPHAT  CHARLESTON, SC 29420        
O    299        07/17/1981  LEXINGTON   3016 PLATT SPRINGS R  WEST COLUMBIA, SC 29170     
L    301        04/30/1981  GEORGETOWN  3730 HWY. 17 BYPASS   MURRELLS INLET, SC 29576    
O    313        03/19/1981  CHARLESTON  5830 DORCHESTER RD    CHARLESTON, SC 29405        
O    315        04/16/1981  KERSHAW     2507 MAIN STREET      ELGIN, SC 29045             
O    317        12/17/1981  FLORENCE    2352 PAMLICO HWY      FLORENCE, SC 29501          
O    321        04/08/1982  BERKELEY    1044 REDBANK RD       GOOSE CREEK, SC 29445       
O    322        04/22/1981  LEXINGTON   5318 BUSH RIVER ROAD  COLUMBIA, SC 29210          
O    323        01/07/1982  RICHLAND    3178 ROYAL TOWER RD   IRMO, SC 29063              
O    326        10/22/1981  SUMTER      550 SOUTH PIKE EAST   SUMTER, SC 29150            
O    327        07/02/1981  FLORENCE    3205 E PALMETTO ST    FLORENCE, SC 29501          
O    330        08/13/1981  BERKELEY    215 RED BANK RD.      GOOSE CREEK, SC 29445       
O    332        10/08/1981  LEXINGTON   3950 AUGUSTA RD       WEST COLUMBIA, SC 29169     
O    334        07/16/1981  HORRY       1011 GLENN BAY RD     SURFSIDE BEACH, SC 29575    
L    338        03/09/1981  HORRY       1001 N 62ND AVE       MYRTLE BEACH, SC 29577      
O    340        10/22/1981  GREENWOOD   1530 BYPASS NE        GREENWOOD, SC 29646         
O    398        11/12/1981  SUMTER      503 BROAD & MILLER S  SUMTER, SC 29150            
O    399        01/07/1982  LEXINGTON   1190 SUNSET BLVD      WEST COLUMBIA, SC 29169     
L    400        03/10/1983  BEAUFORT    85 POPE AVENUE        HILTON HEAD ISLAND, SC 29928
L    403        11/19/1981  HORRY       2005 BUSINESS HWY 17  GARDEN CITY, SC 29576       
L    408        07/15/1982  BEAUFORT    31 ARROW RD           HILTON HEAD ISLAND, SC 29928
O    409        03/31/1983  GEORGETOWN  13057 OCEAN HIGHWAY   PAWLEYS ISLAND, SC 29585    
O    422        04/13/1984  HORRY       511 HWY 17, 6TH AVE.  NORTH MYRTLE BEACH, SC 29582
L    423        05/10/1984  PICKENS     507 COLLEGE AVE       CLEMSON, SC 29631           
L    424        12/20/1984  HORRY       3400 SOCASTEE BLVD    MYRTLE BEACH, SC 29577      
L    425        08/10/1984  HORRY       1710 21ST AVE NORTH   MYRTLE BEACH, SC 29577      
L    429        07/12/1984  GREENVILLE  485 HAYWOOD RD        GREENVILLE, SC 29607        
O    430        09/20/1984  BEAUFORT    1610 FORDING ISLAND   BLUFFTON, SC 29926          
L    431        05/24/1984  HORRY       9701 N KINGS HWY      MYRTLE BEACH, SC 29577      
O    442        02/21/1985  LEXINGTON   3504 CHARLESTON HWY   WEST COLUMBIA, SC 29169     
O    445        02/07/1985  RICHLAND    806 BROAD RIVER RD    COLUMBIA, SC 29210          
O    446        05/15/1985  BERKELEY    830 COLLEGE PARK ROA  LADSON, SC 29456            
O    448        05/03/1985  BERKELEY    1677 NORTH MAIN       SUMMERVILLE, SC 29483       
O    452        05/08/1985  LEXINGTON   3516 BUSH RIVER RD    COLUMBIA, SC 29210          
O    453        04/27/1985  RICHLAND    3800 ROSEWOOD DRIVE   COLUMBIA, SC 29205          
O    461        07/25/1985  HORRY       860 HWY 17 N.         LITTLE RIVER, SC 29566      
L    465        07/17/1985  HORRY       999 HWY 17 SOUTH      SURFSIDE BEACH, SC 29575    
O    470        01/15/1986  RICHLAND    4400 BETHEL CHURCH R  FOREST ACRES, SC 29206      
O    476        12/18/1985  LEXINGTON   1259 CHAPIN RD        CHAPIN, SC 29036            
L    479        01/29/1986  HORRY       1009 THIRD AVE. SO.   MYRTLE BEACH, SC 29577      
O    482        05/08/1986  HORRY       13 E HWY 9 & 90       NORTH MYRTLE BEACH, SC 29572
O    489        11/18/1986  RICHLAND    7800 GARNERS FERRY R  COLUMBIA, SC 29209          
O    490        10/03/1986  BEAUFORT    1000 RIBAULT & MORRA  PORT ROYAL, SC 29935        
L    492        07/17/1986  CHARLESTON  1206 PALM BLVD        ISLE OF PALMS, SC 29451     
O    494        06/27/1987  CHARLESTON  3586 SAVANNAH HWY     JOHNS ISLAND, SC 29455      
O    497        04/03/1987  RICHLAND    2235 DECKER BLVD      COLUMBIA, SC 29209          

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                                                        [Enlarge/Download Table]

Pr  Store  Old     Open                                                                   
Tp    #    Cbr     Date        County      Street Address         City/State/Zip          
                                                                                          
O   498         05/15/1987  CHARLESTON  5098 DORCHESTER RD    CHARLESTON, SC 29418        
L   499         12/19/1987  DORCHESTER  1365 BOONE HILL RD    SUMMERVILLE, SC 29483       
L   528         03/05/1973  LEXINGTON   2015 STATE ST         CAYCE, SC 29033             
L   536         05/24/1973  GREENVILLE  RT 12  STATE PARK RD  GREENVILLE, SC 29609        
L   547         09/20/1973  GREENVILLE  932 N E MAIN ST       SIMPSONVILLE, SC 29681      
L   571         07/01/1974  KERSHAW     2001 JEFFERSON DAVIS  CAMDEN, SC 29020            
L   574         10/16/1986  RICHLAND    2841 BROAD RIVER ROA  COLUMBIA, SC 29210          
L   579         07/11/1975  GREENVILLE  1501 RUTHERFORD RD    GREENVILLE, SC 29609        
L   584         04/26/1976  RICHLAND    1200 WHALEY ST        COLUMBIA, SC 29201          
L   593         01/06/1977  DORCHESTER  201 W 5TH ST NORTH    SUMMERVILLE, SC 29483       
L   594         04/01/1977  DORCHESTER  1210 CENTRAL AVE      SUMMERVILLE, SC 29483       
L   601         04/27/1977  GREENVILLE  1006 WOODRUFF RD      GREENVILLE, SC 29615        
O   603         09/23/1977  CHARLESTON  1688 HWY 17 NORTH     MOUNT PLEASANT, SC 29464    
L   606         12/16/1977  ABBEVILLE   201 N SIDE MAIN       DUE WEST, SC 29639          
L   615         11/18/1978  COLLETON    1551 N JEFFRIES RD    WALTERBORO, SC 29488        
L   617         10/12/1978  BEAUFORT    710 RIBAUT RD         BEAUFORT, SC 29902          
L   618         10/12/1978  BEAUFORT    2311 BOUNDARY ST      BEAUFORT, SC 29902          
L   620         09/02/1978  GREENVILLE  2201 WOODRUFF RD.     SIMPSONVILLE, SC 29681      
L   621         09/29/1978  YORK        101 MAIN ST           CLOVER, SC 29710            
L   626         09/15/1979  YORK        2165 EBENEZER RD &    ROCK HILL, SC 29730         
O   773         09/15/1986  GREENVILLE  429 WADE HAMPTON BLV  GREENVILLE, SC 29604        
L   775         08/07/1987  CHARLESTON  106 MAIN RD           JOHNS ISLAND, SC 29455      
L   787         02/13/1988  BEAUFORT    1 GUMTREE RD          HILTON HEAD ISLAND, SC 29926
O   788         10/16/1987  DORCHESTER  207 OLD TROLLEY RD    SUMMERVILLE, SC 29483       
L   790         05/27/1988  HORRY       658 WACHESAW ROAD     MURRELLS INLET, SC 29576    
L   791         06/27/1988  GEORGETOWN  315 CHURCH ST         GEORGETOWN, SC 29440        
L   792         10/27/1988  HORRY       2591 GLENNS BAY RD    SURFSIDE BEACH, SC 29575    
O   794         03/09/1989  DORCHESTER  1595 TROLLEY RD       SUMMERVILLE, SC 29483       
L   797         04/27/1989  CHARLESTON  2213 ASHLEY PHOSPHAT  NORTH CHARLESTON, SC 29418  
L   819         07/20/1989  HORRY       4625 DICK POND RD     MYRTLE BEACH, SC 29575      
O   820         06/25/1989  CHARLESTON  906 FOLLY ROAD        JAMES ISLAND, SC 29412      
L   822         10/19/1989  RICHLAND    3416 LEESBURG RD      COLUMBIA, SC 29209          
O   833         11/21/1989  KERSHAW     521 HWY 601 S         LUGOFF, SC 29078            
O   839         03/01/1990  CHARLESTON  42 CENTER STREET      FOLLY BEACH, SC 29439       
O   840         09/27/1990  CHARLESTON  1402 BEN SAWYER BLVD  MOUNT PLEASANT, SC 29464    
L   842         04/19/1990  LEXINGTON   5372 SUNSET BLVD      LEXINGTON, SC 29072         
L   845         04/23/1993  CHARLESTON  9195 UNIVERSITY DRIV  NORTH CHARLESTON, SC 29418  
L   848         06/17/1994  CHARLESTON  1786 MAIN ROAD        JOHNS ISLAND, SC 29455      
L   849         02/23/1995  RICHLAND    2101 CLEMSON RD.      COLUMBIA, SC 29223          
L   853         06/15/1995  HORRY       2995 10TH AVE. NO. E  MYRTLE BEACH, SC 29577      
L   855         08/13/1998  BEAUFORT    6 PAMETTO BAY ROAD    HILTON HEAD ISLAND, SC 29928
L   862         11/02/1995  BEAUFORT    290 ROBERT SMALLS PA  BEAUFORT, SC 29906          
L   873         04/30/1997  CHARLESTON  2846 HWY 17N          MOUNT PLEASANT, SC 29464    
L   874         04/30/1997  CHARLESTON  404 COLEMAN BVLD      MOUNT PLEASANT, SC 29464    
L   875         04/30/1997  CHARLESTON  3689 DORCHESTER RD    CHARLESTON, SC 29405        
L   876         04/30/1997  CHARLESTON  1340 CHUCK DAWLEY BL  MOUNT PLEASANT, SC 29464    
L   877         04/30/1997  CHARLESTON  2220 MIDDLE STREET    SULLIVAN'S ISLAND, SC 29482 
L   878         04/30/1997  CHARLESTON  10105 HIGHWAY 17 NOR  MCCLELLANVILLE, SC 29458    
L   879         04/30/1997  BERKELEY    2391 HIGHWAY 41       WANDO, SC 29492             
L   880         04/30/1997  CHARLESTON  1805 SAVANNAH HWY     CHARLESTON, SC 29407        
L   881         04/30/1997  CHARLESTON  6303 SAVANNAH HIGHWA  RAVENEL, SC 29470           
L   882         04/30/1997  CHARLESTON  5154 N RHETT AVENUE   CHARLESTON, SC 29406        

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                                                        [Enlarge/Download Table]

Pr  Store  Old     Open                                                                   
Tp    #    Cbr     Date        County      Street Address         City/State/Zip          
                                                                                          
L    883        04/30/1997  CHARLESTON  6923 RIVERS AVE       CHARLESTON, SC 29418        
L    884        04/30/1997  CHARLESTON  2802 MAYBANK HIGHWAY  JOHNS ISLAND, SC 29455      
L    885        04/30/1997  CHARLESTON  503 MAIN ROAD         JOHNS ISLAND, SC 29455      
L    886        04/30/1997  CHARLESTON  4315 SAVANNAH HIGHWA  RAVENEL, SC 29470           
L    887        04/30/1997  DORCHESTER  2895 W. 5TH NORTH ST  SUMMERVILLE, SC 29483       
L    907        05/30/1997  BEAUFORT    845 ROBERT SMALLS PA  BEAUFORT, SC 29902          
L    908        10/30/1997  HORRY       1500 HWY 544          CONWAY, SC 29526            
L    909        02/19/1998  HORRY       1695 HWY 501 W        MYRTLE BEACH, SC 29577      
L    910        07/16/1998  HORRY       4700 HOLMESTOWN ROAD  MYRTLE BEACH, SC 29575      
L    911        08/28/1997  JASPER      HWY. 170/170 ALTERNA  HARDEEVILLE, SC 29927       
L    912        08/28/1997  JASPER      HWY. 170/141          RIDGELAND, SC 29936         
L    913        08/28/1997  JASPER      I-95, EXIT 8/HWY 278  HARDEEVILLE, SC 29927       
L    917        01/22/1998  BEAUFORT    1553 FORDING ISLAND   HILTON HEAD ISLAND, SC 29926
L   3057        07/02/1998  HORRY       2101 HWY 17 SOUTH     NORTH MYRTLE BEACH, SC 29587
L   3058        07/02/1998  GEORGETOWN  10459 OCEAN HWY       PAWLEYS ISLAND, SC 29585    
L   3059        07/02/1998  HORRY       5600 HWY 17           MYRTLE BEACH, SC 29575      
L   3060        07/02/1998  HORRY       4570 SOCASTEE BLVD.   SOCASTEE, SC 29575          
L   3061        07/02/1998  HORRY       400 SEA MOUNTAIN HWY  NORTH MYRTLE BEACH, SC 29582
L   3062        07/02/1998  HORRY       1611 HWY 17 SOUTH     SURFSIDE BEACH, SC 29577    
L   3063        07/02/1998  HORRY       HWY 544 AND 137       SOCASTEE, SC 29577          
L   3064        07/02/1998  HORRY       3710 HWY 501          MYRTLE BEACH, SC 29579      
L   3065        07/02/1998  HORRY       1350 KINGS HWY        NORTH MYRTLE BEACH, SC 29582
L   3066        07/02/1998  HORRY       4509 HWY 17           NORTH MYRTLE BEACH, SC 29582
L   3067        07/02/1998  GEORGETOWN  5146 HWY 17BP/PENDER  MURRELLS INLET, SC 29576    
L   3068        07/02/1998  HORRY       3481 HWY 9 EAST       LITTLE RIVER, SC 29566      
L   3069        07/02/1998  HORRY       4815 HWY 17 SOUTH     NORTH MYRTLE BEACH, SC 29582
L   3070        07/02/1998  HORRY       2301 DICK POND ROAD   MYRTLE BEACH, SC 29577      
L   3071        07/02/1998  HORRY       4408 HWY 501          MYRTLE BEACH, SC 29579      
L   3072        07/02/1998  HORRY       1708 HWY 17           LITTLE RIVER, SC 29566      
L   3073        07/02/1998  HORRY       4481 SOCASTEE BLVD/H  MYRTLE BEACH, SC 29575      
L   3138        11/05/1998  FLORENCE    2701 S. IRBY ST.      FLORENCE, SC 29501          
L   3140        11/05/1998  HORRY       3498 HWY 9 EAST       LITTLE RIVER, SC 29566      
L   3149        11/05/1998  DARLINGTON  1001 S GOVERNOR WILL  DARLINGTON, SC 29532        
L   3150        11/05/1998  HORRY       1390 HWY 501 E.       CONWAY, SC 29526            
L   3152        11/05/1998  FLORENCE    3114 E. PALMETTO ST.  FLORENCE, SC 29506          
L   3214        07/15/1999  KERSHAW     840 HWY 1 SOUTH       LUGOFF, SC 29078            
L   3215        07/15/1999  RICHLAND    8200 TWO NOTCH ROAD   COLUMBIA, SC 29223          
L   3216        07/15/1999  FLORENCE    3817 W. PALMETTO STR  FLORENCE, SC 29501          
L   3217        07/15/1999  MARION      200 E. MCINTYRE STRE  MULLINS, SC 29574           
L   3218        07/15/1999  FLORENCE    313 WEST LUCAS STREE  FLORENCE, SC 29501          
L   3219        07/15/1999  DILLON      1375 HWY 38 WEST      LATTA, SC 29565             
L   3220        07/15/1999  HORRY       1599 US HWY 17        LITTLE RIVER, SC 29566      
L   3221        07/15/1999  HORRY       1929 10TH AVE NORTH   MYRTLE BEACH, SC 29577      
L   3222        07/15/1999  DILLON      201 HWY 301 SOUTH     DILLON, SC 29536            
L   3223        07/15/1999  FLORENCE    4735 E. PALMETTO STR  FLORENCE, SC 29506          
L   3224        07/15/1999  HORRY       2863 S. HWY 17 & ATL  GARDEN CITY, SC 29576       
L   3225        07/15/1999  HORRY       669 HWY 544           CONWAY, SC 29526            
L   3226        07/15/1999  HORRY       1217 3RD AVE. SOUTH   MYRTLE BEACH, SC 29577      
L   3227        07/15/1999  FLORENCE    210 NATIONAL CEMETAR  FLORENCE, SC 29501          
L   3228        07/15/1999  HORRY       1600 CHURCH STREET    CONWAY, SC 29526            
L   3229        07/15/1999  GEORGETOWN  3741 HWY 17 SOUTH     MURRELLS INLET, SC 29576    
L   3230        07/15/1999  MARION      1401 E LIBERTY ST     MARION, SC 29571            

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                                                        [Enlarge/Download Table]

Pr   Store  Old     Open                                                               
Tp     #    Cbr     Date        County      Street Address         City/State/Zip      
                                                                                       
L   3231         07/15/1999  FLORENCE    3200 PINE NEEDLES RD  FLORENCE, SC 29501      
L   3232         07/15/1999  HORRY       2590 GLENNS BAY ROAD  SURFSIDE BEACH, SC 29575
L   3233         07/15/1999  FLORENCE    717 SECOND LOOP ROAD  FLORENCE, SC 29501      
L   3234         07/15/1999  HORRY       2875 HWY 501 EAST     AYNOR, SC 29511         
L   3235         07/15/1999  DILLON      402 S. RICHARDSON ST  LATTA, SC 29565         
L   3236         07/15/1999  FLORENCE    103 PAMPLICO HWY N.   PAMPLICO, SC 29583      
L   3237         07/15/1999  FLORENCE    104 GEORGETOWN AVE    JOHNSONVILLE, SC 29555  
L   3238         07/15/1999  KERSHAW     433 SUMTER HWY        CAMDEN, SC 29020        
L   3239         07/15/1999  KERSHAW     136 E. DEKALB STREET  CAMDEN, SC 29020        
L   3240         07/15/1999  FLORENCE    728 SOUTH CASHUA DRI  FLORENCE, SC 29501      
L   3241         07/15/1999  HORRY       1405 S. KINGS HWY     MYRTLE BEACH, SC 29577  
L   3242         08/12/1999  KERSHAW     2501 N. BROAD STREET  CAMDEN, SC 29020        
L   3243         07/22/1999  AIKEN       3540 RICHLAND DRIVE   WEST AIKEN, SC 29801    
L   3244         07/22/1999  AIKEN       1850 WHISKEY ROAD     AIKEN, SC 29803         
L   3245         07/22/1999  AIKEN       349 EDGEFIELD DRIVE   BELVEDERE, SC 29841     
L   3246         07/22/1999  AIKEN       1107 YORK STREET      AIKEN, SC 29801         
L   3247         07/22/1999  AIKEN       3533 AUGUSTA ROAD     WARRENVILLE, SC 29851   
L   3248         07/22/1999  AIKEN       318 HAMPTON           AIKEN, SC 29801         
L   3249         07/22/1999  AIKEN       421 W MARTINTOWN RD   NORTH AUGUSTA, SC 29841 
L   3250         07/22/1999  AIKEN       702 SILVER BLUFF RD   AIKEN, SC 29803         
L   3251         07/22/1999  AIKEN       1176 AUGUSTA ROAD     BATH, SC 29816          
L   3252         07/22/1999  AIKEN       1011 EAST PINE LOG R  AIKEN, SC 29803         
L   3253         07/22/1999  AIKEN       101 ATOMIC ROAD       JACKSON, SC 29831       
L   3254         07/22/1999  LEXINGTON   I-20 AND RTE 6        LEXINGTON, SC 29072     
L   3256         07/22/1999  AIKEN       937 EDGE FIELD RD     NORTH AUGUSTA, SC 29841 
L   3257         07/22/1999  AIKEN       2981 WHISKEY ROAD     AIKEN, SC 29803         
O   3260         07/22/1999  LEXINGTON   1900 BUSH RIVER ROAD  COLUMBIA, SC 29210      
L   3267         07/22/1999  LEXINGTON   5500 SUNSET BLVD      LEXINGTON, SC 29072     
L   3271         07/22/1999  AIKEN       2655 COLUMBIA HWY NO  AIKEN, SC 29801         
L   3272         07/22/1999  LEXINGTON   4048 CHARLESTON HWY   WEST COLUMBIA, SC 29172 
L   3273         07/22/1999  LEXINGTON   1100 SOUTH LAKE DRIV  LEXINGTON, SC 29072     
L   3274         07/22/1999  LEXINGTON   959 OLD CHREOKEE RD   LEXINGTON, SC 29072     
L   3276         07/22/1999  GREENVILLE  101 NORTH MAIN STREE  MAULDIN, SC 29662       
L   3277         07/22/1999  GREENVILLE  3713 EAST NORTH ST    GREENVILLE, SC 29615    
L   3278         07/22/1999  GREENVILLE  1001 WOODRUFF ROAD    GREENVILLE, SC 29607    
L   3280         07/22/1999  GREENVILLE  901 W WADE HAMPTON B  GREER, SC 29650         
L   3281         07/22/1999  GREENVILLE  7901 WHITE HORSE RD   GREENVILLE, SC 29611    
L   3282         07/22/1999  GREENVILLE  820 CHURCH STREET     GREENVILLE, SC 29601    
L   3283         07/22/1999  GREENVILLE  2008 ANDERSON ROAD    GREENVILLE, SC 29611    
L   3284         07/22/1999  GREENVILLE  906 HAYWOOD ROAD      GREENVILLE, SC 29615    
L   3285         07/22/1999  GREENVILLE  5010 PELHAM RD        GREENVILLE, SC 29615    
L   3286         07/22/1999  GREENVILLE  1814 WOODRUFF ROAD    GREENVILLE, SC 29615    
L   3287         07/22/1999  GREENVILLE  1609 WEST BLUE RIDGE  GREENVILLE, SC 29611    
L   3289         07/22/1999  GREENVILLE  2572 WOODRUFF RD      SIMPSONVILLE, SC 29681  
L   3290         07/22/1999  SPARTANBUR  1460 W.O. EZELL BLVD  SPARTANBURG, SC 29301   
O   3291         07/22/1999  SPARTANBUR  2204 CHESNEE HWY      SPARTANBURG, SC 29303   
L   3292         07/22/1999  SPARTANBUR  1812 EAST MAIN STREE  SPARTANBURG, SC 29301   
L   3293         07/22/1999  SPARTANBUR  1994 REIDVILLE RD     SPARTANBURG, SC 29301   
L   3294         07/22/1999  SPARTANBUR  2195 EAST MAIN STREE  DUNCAN, SC 29334        
O   3295         07/22/1999  CHEROKEE    862 WINSLOW AVE       GAFFNEY, SC 29341       
L   3296         08/19/1999  CHARLESTON  2171 N HWY 17         MOUNT PLEASANT, SC 29464
L   3353         11/04/1999  CHARLESTON  1141 OLD TOWNE ROAD   CHARLESTON, SC 29407    

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                                                        [Enlarge/Download Table]

Pr  Store  Old     Open                                                                     
Tp    #    Cbr     Date        County      Street Address         City/State/Zip            
                                                                                            
L   3354        11/04/1999  CHARLESTON  5255 RIVERS AVE       NORTH CHARLESTON, SC 29406    
L   3355        11/04/1999  CHARLESTON  1968 MEETING STREET   CHARLESTON, SC 29404          
L   3356        11/04/1999  CHARLESTON  897 FOLLY ROAD        CHARLESTON, SC 29412          
L   3357        11/04/1999  CHARLESTON  349 COLEMAN BLVD      MOUNT PLEASANT, SC 29464      
L   3358        11/04/1999  CHARLESTON  1301 SAM WRITTENBERG  CHARLESTON, SC 29407          
L   3359        11/04/1999  CHARLESTON  1406 SAVANNAH HWY     CHARLESTON, SC 29407          
L   3361        01/27/2000  BERKELEY    110 SOUTH HIGHWAY 52  MONCKS CORNER, SC 29461       
L   3362        01/27/2000  BERKELEY    2276 N HWY 52         BONNEAU, SC 29431             
L   3363        01/27/2000  BERKELEY    3862 BYRNES DRIVE     ST STEPHEN, SC 29431          
L   3377        04/20/2000  BEAUFORT    1 B REGENCY PARKWAY   HILTON HEAD ISLAND, SC 29928  
L   3378        04/27/2000  SUMTER      1281 BROAD STREET     SUMTER, SC 29150              
L   3379        04/27/2000  SUMTER      3 N. WASHINGTON STRE  SUMTER, SC 29150              
L   3380        04/27/2000  SUMTER      660 W. LIBERTY STREE  SUMTER, SC 29150              
L   3381        04/27/2000  SUMTER      484 PINEWOOD ROAD     SUMTER, SC 29154              
L   3382        04/27/2000  SUMTER      2995 BROAD STREET     SUMTER, SC 29154              
L   3403        06/29/2000  SPARTANBUR  2445 COUNTRY CLUB RD  SPARTANBURG, SC 29302         
L   3404        06/29/2000  UNION       908 S DUNCAN BYPASS   UNION, SC 29379               
L   3405        06/29/2000  SPARTANBUR  7800 WARREN H. ABERN  SPARTANBURG, SC 29301         
O   3406        06/29/2000  CHEROKEE    100 SHELBY HWY        GAFFNEY, SC 29340             
L   3407        06/29/2000  SPARTANBUR  118 CEDAR SPRINGS RD  SPARTANBURG, SC 29302         
L   3408        06/29/2000  SPARTANBUR  688 E MAIN STREET     SPARTANBURG, SC 29302         
L   3409        06/29/2000  SPARTANBUR  1245 ASHEVILLE HWY    SPARTANBURG, SC 29303         
L   3410        06/29/2000  SPARTANBUR  3106 S CHURCH ST      SPARTANBURG, SC 29306         
L   3411        06/29/2000  SPARTANBUR  2795 BOILING SPRINGS  BOILING SPRINGS, SC 29316     
L   3412        06/29/2000  UNION       2980 FURMAN FENDLEY   JONESVILLE, SC 29353          
L   3414        06/29/2000  SPARTANBUR  1605 EAST MAIN STREE  DUNCAN, SC 29334              
L   3415        06/29/2000  SPARTANBUR  315 JOHN DODD RD      SPARTANBURG, SC 29303         
L   3416        06/29/2000  SPARTANBUR  6200 HWY 221          ROEBUCK, SC 29376             
L   3417        10/12/2000  SUMTER      2000 WEDGEFIELD RD    SUMTER, SC 29154-4653         
L   3418        08/24/2000  HORRY       11 HWY 17 BUSINESS    NORTH SURFSIDE BEACH, SC 29587
L   3438        12/17/2001  CHEROKEE    403 SHELBY HIGHWAY    GAFFNEY, SC 29340             
L   3439        06/27/2002  SPARTANBUR  8998 S.C. HWY. 11     CAMPOBELLO, SC 29322          
L   3441        08/31/2000  NEWBERRY    HWY 773 & I26         PROSPERITY, SC 29126          
L   3482        03/22/2001  HORRY       501 HIGHWAY 17 NORTH  SURFSIDE BEACH, SC 29587      
L   3483        04/26/2001  GEORGETOWN  3525 HWY 17 S. BUSIN  MURRELLS INLET, SC 29576      
L   3484        05/10/2001  HORRY       1501 HIGHWAY 17 NORT  NORTH MYRTLE BEACH, SC 29464  
L   3485        06/28/2001  RICHLAND    927 ELMWOOD DRIVE     COLUMBIA, SC 29201            
L   3486        06/28/2001  RICHLAND    5425 FOREST DRIVE     COLUMBIA, SC 29201            
L   3490        04/03/2003  HORRY       3791 OLEANDER DRIVE   MYRTLE BEACH, SC 29577        
O    402        04/06/1982  MONTGOMERY  560 DOVER RD          CLARKSVILLE, TN 37040         
O    407        03/30/1982  MONTGOMERY  1874 MEMORIAL DR      CLARKSVILLE, TN 37040         
O    443        05/23/1985  MONTGOMERY  648 LA FAYETTE RD     CLARKSVILLE, TN 37042         
O    451        05/09/1985  MONTGOMERY  1801 MADISON STREET   CLARKSVILLE, TN 37040         
O    458        10/03/1985  SUMNER      601 HARTSVILLE PIKE   GALLATIN, TN 37066            
O    463        08/22/1985  MONTGOMERY  301 PROVIDENCE ROAD   CLARKSVILLE, TN 37042         
O    472        04/10/1986  BEDFORD     330 MADISON ST        SHELBYVILLE, TN 37160         
O    473        12/05/1985  MONTGOMERY  1791 WILMA RUDOLPH B  CLARKSVILLE, TN 37040         
O    474        03/20/1986  RUTHERFORD  302 W NORTHFIELD BLV  MURFREESBORO, TN 37129        
O    477        05/01/1986  BEDFORD     702 S CANNON BLVD.    SHELBYVILLE, TN 37160         
O    485        08/14/1986  BEDFORD     900 N MAIN STREET     SHELBYVILLE, TN 37160         
L    763        07/27/1979  CHEATHAM    413 SOUTH MAIN ST     ASHLAND CITY, TN 37015        

39

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Prog - STR005R    *      Store Property Type and Address              Page   25 
Date -  4/10/2003 *                                                             
Time - 11:05:02   *                                                             
*******************                                                             

                                                        [Enlarge/Download Table]

Pr  Store  Old     Open                                                                      
Tp    #    Cbr     Date        County       Street Address         City/State/Zip            
                                                                                             
L    831        08/24/1989  BEDFORD      1316 MADISON AVE      SHELBYVILLE, TN 37160         
L    841        03/01/1990  RUTHERFORD   5022 MURFREESBORO RD  LAVERGNE, TN 37086            
L   3107        07/16/1998  Petersburg   2744 S CRATER ROAD    PETERSBURG, VA 23805          
L   3108        07/16/1998  Virginia B   1912 LASKIN ROAD      VIRGINIA BEACH, VA 23454      
L   3109        07/16/1998  Colonial H   891 TEMPLE AVENUE     COLONIAL HEIGHTS, VA 23834    
L   3110        07/16/1998  STAFFORD     34 PROSPERITY LANE    STAFFORD, VA 22406            
L   3111        07/16/1998  Virginia B   1600 GENERAL BOOTH B  VIRGINIA BEACH, VA 23454      
L   3112        07/16/1998  HANOVER      610 ENGLAND STREET    ASHLAND, VA 23005             
L   3113        07/16/1998  Richmond (   1013 NORTH BLVD       RICHMOND, VA 23230            
L   3114        07/16/1998  HALIFAX      1014 BILL TUCK HIGHW  SOUTH BOSTON, VA 24592        
L   3115        07/16/1998  Emporia (C   128 N MAIN STREET     EMPORIA, VA 23847             
L   3116        07/16/1998  Mecklenburg  702 EAST ATLANTIC AV  SOUTH HILL, VA 23970          
L   3155        02/25/1999  NOTTOWAY     321 CHURCH STREET     BLACKSTONE, VA 23824-1601     
L   3206        02/25/1999  ALBEMARLE    1099 RIO ROAD         CHARLOTTESVILLE, VA 22901-1805
L   3207        02/25/1999  Covington    1106 S MONROE STREET  COVINGTON, VA 24426-2053      
L   3208        02/25/1999  ROCKINGHAM   750 MARKET STREET     HARRISONBURG, VA 22801-4235   
L   3209        02/25/1999  ROANOKE      3919 ELECTRIC ROAD    ROANOKE, VA 24018             
L   3210        02/25/1999  Staunton (   636 GREENVILLE AVE.   STAUNTON, VA 24401-4804       
L   3211        02/25/1999  SHENANDOAH   629 S. MAIN STREET    WOODSTOCK, VA 22664-1259      
L   3212        02/25/1999  WYTHE        690 E. MAIN STREET    WYTHEVILLE, VA 24382-2035     
L   3364        01/27/2000  Galax (Cit   806 S MAIN ST         GALAX, VA 24333               
L   3365        01/27/2000  Galax (Cit   532 E STUART DRIVE    GALAX, VA 24333               
L   3366        01/27/2000  Galax (Cit   967-A E STUART DR     GALAX, VA 24333               
L   3367        01/27/2000  CARROLL      62 KELLY RD           FANCY GAP, VA 24328           
L   3369        01/27/2000  CARROLL      2662 CARROLLTON PIKE  HILLSVILLE, VA 24343          
L   3370        01/27/2000  WYTHE        125 HOLSTON RD        WYTHEVILLE, VA 24382          
L   3372        01/27/2000  CARROLL      14264 FANCY GAP       HWY  CANA, VA 24317           
L   3373        01/27/2000  SMYTH        RT 11 HWY 628         ATKINS, VA 24311              
L   3375        01/27/2000  CARROLL      140 E STUART DR       HILLSVILLE, VA 24343          
L   3376        01/27/2000  CARROLL      7115 CHANCES CREEK R  FANCY GAP, VA 24328           
L   3383        09/07/2000  Newport Ne   683 J. CLYDE MORRIS   NEWPORT NEWS, VA 23601        
L   3478        01/25/2001  Pittsylvani  9181 US HWY 29        BLAIRS, VA 24527-0284         

Leased Stores  359  Owned Stores  916  Missing Leases  5  Total Stores 1280     

40

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SCHEDULE 3.7

 TAX ASSESSMENTS

None.                                                                           

41

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 SCHEDULE 3.11

 ERISA

     Except to the extent required under Section 4980B of the Code, there are no
Employee Benefit Plans providing health or welfare benefits (through the        
purchase of insurance or otherwise) for any retired or former employee of the   
Borrower, any of its Subsidiaries or any of their respective ERISA Affiliates.  

42

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 SCHEDULE 3.13

 ENVIRONMENTAL MATTERS

    1.   Underground Storage Tank ("UST") Upgrades. Regulations enacted by the
United States Environmental Protection Agency establish requirements with       
respect to installing and upgrading UST systems. Under Florida UST laws and     
regulations, by December 2009, Borrower is required to ensure that all USTs have
secondary containment around the tanks and associated piping.                   

2.   Environmental Remediation and Third Party Claims. Under various  
federal, state and local laws, ordinances and regulations, the Borrower, as the 
owner or operator of its locations, may be liable for the cost of assessment,   
removal or remediation of contamination at its current or former locations,     
without regard to whether it knew of, or was responsible for, the presence of   
such contamination. The Borrower has experienced known releases at a number of  
its sites.                                                                      

   3.   State Trust Funds. All states in which the Borrower will operate UST
systems have established trust funds for the sharing, recovering and reimbursing
of certain cleanup costs and liabilities incurred as a result of releases from  
USTs. These trust funds, which essentially provide insurance coverage for the   
cleanup of environmental damages caused by the operation of USTs, are funded by 
a UST registration fee and a tax on the wholesale purchase of motor fuels within
each state. The coverage afforded by each state fund varies. However, Florida   
does not provide coverage for third-party claims, and Georgia does not provide  
coverage for third-party claims relating to personal injury or diminution in    
property values. Costs for which the Borrower does not receive reimbursement    
include but are not limited to: (i) the per-site deductible; (ii) costs incurred
in connection with releases occurring or reported to trust funds prior to their 
inception; (iii) removal and disposal of UST systems; and (iv) costs incurred in
connection with sites otherwise ineligible for reimbursement from the trust     
funds. Reimbursements from state trust funds will be dependent upon the         
continued maintenance and solvency of the various funds. The State of Florida   
trust fund ceased accepting new claims for reimbursement for releases discovered
after December 31, 1998. However, the State of Florida trust fund will continue 
to reimburse claims for remedial work performed on sites accepted into its      
program before December 31, 1998. The Borrower participates in the trust funds  
of all states for new releases with the exception of Georgia and Florida where  
private insurance is maintained by the Borrower as the financial mechanism for  
remediation in those states.                                                    

43

EX-10.1 183rd Page of 247 TOC 1st Previous Next ↓Bottom Just 183rd
 SCHEDULE 3.17

RELATED AGREEMENTS

    1.   Amended and Restated Registration Rights Agreement dated July 2, 1998
          among The Pantry, FS Equity Partners III, L.P. ("FSEP III"), FS Equity
        Partners IV, L.P. ("FSEP IV") FS Equity Partners International, L.P.
     ("FSEP International"), Peter J. Sodini, Chase Manhattan Capital,
L.P., CB Capital Investors, L.P., and Baseball Partners.    

2.   Amendment No. 1 to the Amended and Restated Registration Rights  
       Agreement dated as of June 1, 1999 among The Pantry, FSEP III, FSEP
     IV, FSEP International, Chase Manhattan Capital, L.P., CB Capital
Investors, L.P., Baseball Partners and Peter J. Sodini.     

    3.   Amended and Restated Stockholders' Agreement dated July 2, 1998 among
      The Pantry, FSEP III, FSEP IV, FSEP International, Chase Manhattan
          Capital, L.P., CB Capital Investors, L.P., Baseball Partners and Peter
J. Sodini.                                                  

  4.   Amendment No. 1 to the Amended and Restated Stockholder's Agreement
      dated as of June 1, 1999 among The Pantry, FSEP III, FSEP IV, FSEP
       International, Chase Manhattan Capital, L.P., CB Capital Investors,
L.P., Baseball Partners and Peter J. Sodini.                

     5.   Employment Agreement dated October 1, 1997 between Peter J. Sodini and
The Pantry.                                                 

   6.   Amendment No. 1 to Employment Agreement between The Pantry and Peter
J. Sodini.                                                  

   7.   Amendment No. 2 to Employment Agreement between The Pantry and Peter
J. Sodini.                                                  

   8.   Employment Agreement dated April 30, 2001 between Steven J. Ferriera
and The Pantry.                                             

     9.   Employment Agreement dated August 10, 2001 between Joseph Krol and The
Pantry.                                                     

  10.  Employment Agreement dated July 28, 2001 between David Zaborski and
The Pantry.                                                 

   11.  Employment Agreement dated July 27, 2001 between Gregory J. Tornberg
and The Pantry.                                             

44

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 SCHEDULE 3.21

 INTELLECTUAL PROPERTY

CURRENT TRADEMARKS OWNED BY OR ASSIGNED TO THE PANTRY, INC.:          

                                                        [Enlarge/Download Table]

                       TRADEMARK NAME                                 MARK           REGISTRATION OR SERIAL NO.   
------------------------------------------------------------------------------------------------------------------
                                                                                                                  
THE PANTRY and Design                                                                          1557345            
------------------------------------------------------------------------------------------------------------------
THE PANTRY                                                         WORD MARK                   1167513            
------------------------------------------------------------------------------------------------------------------
P and Design                                                                                   2149628            
------------------------------------------------------------------------------------------------------------------
P THE PANTRY and Design (Tall 'P')                                                             2088093            
------------------------------------------------------------------------------------------------------------------
P THE PANTRY and Design (Long 'P')                                                             2122059            
------------------------------------------------------------------------------------------------------------------
LIL' CHILL                                                                                     1745986            
------------------------------------------------------------------------------------------------------------------
CHICKEN N' BISCUITS and Design                                                                 1433356            
------------------------------------------------------------------------------------------------------------------
POWER PERK                                                         WORD MARK                   1389273            
------------------------------------------------------------------------------------------------------------------
WHEN YOU RUN OUT RUN OUT TO THE PANTRY                             WORD MARK                   1532395            
------------------------------------------------------------------------------------------------------------------
THE GRILLING DEPOT                                                 WORD MARK                   2107794            
------------------------------------------------------------------------------------------------------------------
BIG CHILL                                                          WORD MARK                   1331174            
------------------------------------------------------------------------------------------------------------------
CONCESSIONS                                                        WORD MARK                   2333856            
------------------------------------------------------------------------------------------------------------------
BEAN STREET COFFEE COMPANY                                         WORD MARK                   2348885            
------------------------------------------------------------------------------------------------------------------
ETNA and Design  (North Carolina)                                                              T-2595             
------------------------------------------------------------------------------------------------------------------
QUICK STOP (within an elongated octangular sign) (North Carolina)                              T-9739             
------------------------------------------------------------------------------------------------------------------
EXPRESS STOP  (North Carolina)                                     WORD MARK                   T-14892            
------------------------------------------------------------------------------------------------------------------

45

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                                                        [Enlarge/Download Table]
                                                                                                                  
EXPRESS STOP and Design  (North Carolina)                                                      007116             
------------------------------------------------------------------------------------------------------------------
EXPRESS STOP and Design  (South Carolina)                                                     00412589            
------------------------------------------------------------------------------------------------------------------
WORTH and Design                                                                               1372925            
------------------------------------------------------------------------------------------------------------------
ZIP Z MART and Design (licensed to (from Stallings Oil),                                       2000540            
but not owned by, The Pantry)                                                                                     
------------------------------------------------------------------------------------------------------------------
ZIPMART and Design (licensed to (from Stallings Oil),                                           999302            
but not owned by, The Pantry)                                                                                     
------------------------------------------------------------------------------------------------------------------
FOOD CHIEF and Design                                                                          2326263            
------------------------------------------------------------------------------------------------------------------
FOOD CHIEF                                                         WORD MARK                   1213614            
------------------------------------------------------------------------------------------------------------------
BIG K FOOD STORES (Mississippi)                                    WORD MARK                  52600792            
------------------------------------------------------------------------------------------------------------------
BEAN STREET MARKET and Design                                                                 76/120396           
------------------------------------------------------------------------------------------------------------------
KOALA                                                                                         76/358383           
------------------------------------------------------------------------------------------------------------------
KOALA                                                                                         76/358384           
------------------------------------------------------------------------------------------------------------------
LIL' CHAMP FOOD STORE and Design                                                               1365016            
------------------------------------------------------------------------------------------------------------------
LIL' CHAMP and Figure Design (Florida)                                                         921621             
------------------------------------------------------------------------------------------------------------------
SMOKERS EXPRESS (Florida)                                          WORD MARK                T98000001423          
------------------------------------------------------------------------------------------------------------------
KNOCK OUT                                                          WORD MARK                   2180896            
------------------------------------------------------------------------------------------------------------------
HANDY WAY                                                                                      1875705            
------------------------------------------------------------------------------------------------------------------
SPRINT (Florida)                                                   WORD MARK                   925356             
------------------------------------------------------------------------------------------------------------------
K                                                                                              2318479            
------------------------------------------------------------------------------------------------------------------
K KANGAROO                                                                                     1722469            
------------------------------------------------------------------------------------------------------------------

46

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                                                        [Enlarge/Download Table]
                                                                                                                  
KANGAROO                                                           WORD MARK                   1354632            
------------------------------------------------------------------------------------------------------------------
THE ROO                                                            WORD MARK                   2237356            
------------------------------------------------------------------------------------------------------------------
FAST LANE                                                          WORD MARK                   1219408            
------------------------------------------------------------------------------------------------------------------
ME MARKET EXPRESS (stylized)                                                                   1199163            
------------------------------------------------------------------------------------------------------------------
AUNT M'S                                                                                       2683350            
------------------------------------------------------------------------------------------------------------------
CANDY LANE                                                         WORD MARK                  76/394440           
------------------------------------------------------------------------------------------------------------------
AUNT M'S CHICKEN                                                                               2683339            
------------------------------------------------------------------------------------------------------------------
CELESTE (natural spring water)                                     WORD MARK                  76/389324           
------------------------------------------------------------------------------------------------------------------
THE CHILL ZONE                                                     WORD MARK                  76/448056           
------------------------------------------------------------------------------------------------------------------
CELESTE (soft drinks)                                              WORD MARK                  76/493760           
------------------------------------------------------------------------------------------------------------------
SNACKIN SAMS                                                                                   1482037            
------------------------------------------------------------------------------------------------------------------
          OTHER PROPRIETARY INTELLECTUAL PROPERTY                                                                 
------------------------------------------------------------------------------------------------------------------
Gasoline Pricing System                                               N/A                        N/A              
------------------------------------------------------------------------------------------------------------------
Payroll System                                                        N/A                        N/A              
------------------------------------------------------------------------------------------------------------------
Cash Management                                                       N/A                        N/A              
------------------------------------------------------------------------------------------------------------------
Corporate Audit System                                                N/A                        N/A              
------------------------------------------------------------------------------------------------------------------

47

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                                                        [Enlarge/Download Table]
                                                                                                                  
Maintenance Tracking System                                           N/A                        N/A              
------------------------------------------------------------------------------------------------------------------
Internet/Intranet Website                                             N/A                        N/A              
------------------------------------------------------------------------------------------------------------------
Application Security System                                           N/A                        N/A              
------------------------------------------------------------------------------------------------------------------
Store Information System                                              N/A                        N/A              
------------------------------------------------------------------------------------------------------------------

48

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SCHEDULE 4.1-1

 FORM OF SECRETARY'S CERTIFICATE

Pursuant to Section 4.1(b) of the Amended and Restated Credit Agreement dated as
of April __, 2003 (as amended, restated or otherwise modified, the "Credit      
Agreement") among The Pantry, Inc. (the "Borrower"), the Domestic Subsidiaries  
of the Company from time to time party thereto, as Guarantors, the Lenders from 
time to time party thereto, Wachovia Bank, National Association, as             
Administrative Agent (the "Administrative Agent"), the undersigned ____________ 
of [CREDIT PARTY] hereby certifies as follows:                                  

    1.   Attached hereto as Annex I is a true and complete copy of resolutions
duly adopted by the board of directors of [CREDIT PARTY] which (i) approve and  
adopt the Credit Documents to which [CREDIT PARTY] is a party and the           
transactions contemplated therein and (ii) authorize the execution and delivery 
of such Credit Documents. Such resolutions have not been rescinded or modified  
and have been in full force and effect since their adoption to and including the
date hereof and are now in full force and effect; and such resolutions are the  
only proceedings now in force relating to or affecting the matters referred to  
therein.                                                                        

2.   Attached hereto as Annex II is a true and complete copy of the   
Certificate of Incorporation of [CREDIT PARTY] as in effect at all times since  
_______________ to and including the date hereof.                               

     3.   Attached hereto as Annex III is a true and complete copy of the bylaws
of [CREDIT PARTY] and all amendments thereto as in effect on the date hereof.   

    4.   The following persons are now the duly elected and qualified officers
of [CREDIT PARTY], holding the offices indicated next to the names below on the 
date hereof, and the signatures appearing opposite the names below are their    
true and genuine signatures, and each of such officers is duly authorized to    
execute and deliver on behalf of [CREDIT PARTY] the Credit Agreement, the Notes 
and the other Credit Documents to be issued pursuant thereto:                   

     Name                      Office                                Signature
     ----                      ------                                ---------

49

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IN WITNESS WHEREOF, the undersigned has hereunto set his/her name and 
affixed the corporate seal of [CREDIT PARTY].                                   

                            --------------------------------------------
Name:           
                                 ---------------------------------------
Title:          
                                  --------------------------------------

Date: ____________, 2003                                                        

     I, ________________, _______________ of [CREDIT PARTY], hereby certify that
______________, whose genuine signature appears above, is a duly elected,       
qualified and acting _______________ of [CREDIT PARTY].                         

                              --------------------------------------------
Name:         
                                   ---------------------------------------
Title:        
                                    --------------------------------------

Date: ____________, 2003                                                        

50

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SCHEDULE 4.1-2

MORTGAGED PROPERTIES

Prog - STR005R    *         Store Property Type and Address            Page    1
Date -  4/04/2003 *                                                             
Time -  8:18:39   *                                                             
*******************                                                             

                                                        [Enlarge/Download Table]

  Property  Store   Old    Handy    Open                                                                     
    Type      #    Cobra#   Way     Date      County        Street Address             City/State/Zip        
                                                                                                             
Owned       1010    1010          11/20/1971  Marion     5198 SE ABSHIER BLVD       BELLEVIEW, FL 34420      
Owned       1013    1013          01/14/1972  Bradford   2158 N TEMPLE AVENUE       STARKE, FL 32091         
Owned       1035    1035          07/16/1972  St. Johns  9900 SHANDS PIER RD        JACKSONVILLE, FL 32259   
Owned       1040    1040          10/14/1972  St. Johns  120 VILANO ROAD            ST AUGUSTINE, FL 32095   
Owned       1041    1041          12/02/1972  Levy       392 N. HATHAWAY AVE        BRONSON, FL 32612        
Owned       1042    1042          12/16/1972  Sumter     8727 N US 301              WILDWOOD, FL 34785       
Owned       1043    1043          12/09/1972  St. Johns  6929 A1A, S                ST AUGUSTINE, FL 32086   
Owned       1066    1066          01/31/1974  Seminole   1920 FRENCH AVENUE         SANFORD, FL 32771        
Owned       1069    1069          03/08/1974  St. Johns  4760 US 1, N, SUITE A      ST AUGUSTINE, FL 32095   
Owned       1084    1084          07/26/1974  Duval      11985 BEACH BLVD           JACKSONVILLE, FL 32246   
Owned       1095    1095          07/25/1975  Duval      2810 SR A1A                ATLANTIC BEACH, FL 32233 
Owned       1101    1101          08/27/1976  St. Johns  511 ANASTASIA BLVD         ST AUGUSTINE, FL 32084   
Owned       1102    1102          09/24/1976  Duval      5708 NW 34TH ST            GAINESVILLE, FL 32653    
Owned       1106    1106          11/18/1976  Alachua    203 NE 39TH AVE            GAINESVILLE, FL 32609    
Owned       1113    1113          11/03/1977  Seminole   1119 E 25TH ST             SANFORD, FL 32771        
Owned       1119    1119          08/23/1977  Alachua    16130- 10 N.W. US HWY 441  ALACHUA, FL 32615        
Owned       1127    1127          08/03/1978  Duval      953 NEW BERLIN RD          JACKSONVILLE, FL 32218   
Owned       1132    1132          02/15/1979  Duval      9750 OLD ST AUG. RD        JACKSONVILLE, FL 32257   
Owned       1133    1133          03/21/1979  Duval      6655 OLD KINGS RD, N       JACKSONVILLE, FL 32219   
Owned       1134    1134          04/19/1979  Duval      310 SOUTH LANE AVE         JACKSONVILLE, FL 32254   
Owned       1136    1136          09/12/1979  Duval      2950 EDGEWOOD AVE, N       JACKSONVILLE, FL 32254   
Owned       1142    1142          07/24/1980  Alachua    3509 WILLISTON ROAD SW     GAINESVILLE, FL 32608    
Owned       1158    1158          09/17/1981  Duval      1005 EDGEWOOD AVE, S       JACKSONVILLE, FL 32205   
Owned       1172    1172          01/06/1983  Clay       2468 BLANDING BLVD         MIDDLEBURG, FL 32068     
Owned       1195    1195          08/09/1984  Duval      4525 SUNBEAM RD            JACKSONVILLE, FL 32257   
Owned       1202    1202          03/14/1985  Alachua    14411 N.W. US Highway 441  ALACHUA, FL 32615        
Owned       1205    1205          06/13/1985  Osceola    101 BUENAVENTURA BLVD      KISSIMMEE, FL 34743      
Owned       1208    1208          06/20/1985  Duval      5408 MAIN STREET           JACKSONVILLE, FL 32208   
Owned       1220    1220          12/04/1986  Alachua    7404 NE WALDO RD           GAINESVILLE, FL 32609    
Owned       1223    1223          03/12/1987  Alachua    5200 NE WALDO RD           GAINESVILLE, FL 32609    
Owned       1226    1226          02/19/1987  Seminole   7499 SR 427                SANFORD, FL 32773        
Owned       1227    1227          05/03/1987  Orange     18359 E COLONIAL DR        ORLANDO, FL 32820        
Owned       1228    1228          05/03/1987  Clay       3075 HWY 17                GREEN COVE SPRINGS, FL 32
Owned       1229    1229          05/28/1987  Flagler    4850 E HIGHWAY 100         FLAGLER BEACH, FL 32136  
Owned       1231    1231          08/06/1987  Duval      3605 ST JOHN'S BLUFF RD    JACKSONVILLE, FL 32224   
Owned       1233    1233          02/03/1988  Flagler    500 E MOODY STREET         BUNNELL, FL 32110        
Owned       1236    1236          02/18/1988  Osceola    4301 13TH STREET           ST CLOUD, FL 34769       
Owned       1237    1237          03/11/1988  Marion     3232 W SILVER SPGS BLVD    OCALA, FL 34475          
Owned       1238    1238          04/21/1988  Marion     14780 NE HWY 315           FT MCCOY, FL 32134       
Owned       1239    1239          04/14/1988  Osceola    1700 N THACKER AVENUE      KISSIMMEE, FL 32741      
Owned       1240    1240          04/22/1988  Orange     2438 SHADER ROAD           ORLANDO, FL 32804        
Owned       1241    1241          06/15/1988  Orange     6201 EDGEWATER DR          ORLANDO, FL 32810        
Owned       1242    1242          08/25/1988  Marion     17980 N US HWY 441         ORANGE LAKE, FL 32681    
Owned       1244    1244          07/16/1988  Seminole   2095 COUNTY RD 427 N       LONGWOOD, FL 32750       
Owned       1245    1245          08/18/1988  Duval      202 EDGEWOOD AVE, S        JACKSONVILLE, FL 32254   
Owned       1248    1248          07/31/1988  St. Johns  800 S PONCE DELEON BLVD    ST AUGUSTINE, FL 32084   
Owned       1250    1250          01/12/1989  Duval      5711 BOWDEN ROAD, #1       JACKSONVILLE, FL 32216   
Owned       1251    1251          11/16/1988  Marion     7676 N US HWY 441          OCALA, FL 34475          
Owned       1253    1253          12/28/1988  Duval      5001 HECKSCHER DR          JACKSONVILLE, FL 32226   
Owned       1256    1256          04/05/1989  Volusia    1712 DOYLE ROAD            DELTONA, FL 32738        
Owned       1259    1259          04/20/1989  Marion     12995 N US HWY 441         CITRA, FL 34475          
Owned       1261    1261          06/30/1989  Orange     2986 SILVER STAR RD        ORLANDO, FL 32808        

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  Property  Store   Old     Handy    Open                                                                    
    Type      #    Cobra#    Way     Date      County         Street Address             City/State/Zip      
                                                                                                             
Owned       1262   1262           10/12/1989  Nassau     2504 NORTH KINGS RD        HILLIARD, FL 32046       
Owned       1263   1263           09/15/1989  Volusia    1380 HOWLAND BLVD          DELTONA, FL 32738        
Owned       1265   1265           01/18/1990  Flagler    1201 PALM HARBOR PKWY      PALM COAST, FL 32137     
Owned       1266   1266           02/15/1990  Osceola    1297 SIMPSON RD            KISSIMMEE, FL 34744      
Owned       1267   1267           04/12/1990  Flagler    #3 KINGSWOOD DR            PALM COAST, FL 32137     
Owned       1271   1271           05/24/1991  Volusia    1520 N US 1                ORMOND BEACH, FL 32174   
Owned       1272   1272           06/27/1991  Volusia    100 US 17-92               DEBARY, FL 32713         
Owned       1273   1273           08/15/1991  Volusia    2798 ELKCAM BLVD           DELTONA, FL 32738        
Owned       1276   1276           01/16/1992  Orange     808 CHICKASAW TRAIL, N     ORLANDO, FL 32825        
Owned       1277   1277           04/16/1992  Seminole   690 W AIRPORT BLVD         SANFORD, FL 32773        
Owned       1278   1278           12/10/1992  Flagler    5484 N OCEANSHORE BLVD     PALM COAST, FL 32137     
Owned       1279   1279           03/30/1995  St. Johns  2919 COASTAL HWY           ST AUGUSTINE, FL 32095   
Owned       1285   1285           12/22/1994  Clay       2816 HENLEY ROAD           GREEN COVE SPRINGS, FL 32
Owned       1286   1286           05/11/1995  Citrus     7985 NORTH CITRUS AVE      CRYSTAL RIVER, FL 34428  
Owned       1290   1290           08/21/1997  Flagler    890 PALM COAST PKWY SW     PALM COAST, FL 32137     
Owned       1291   1291           10/17/1996  Brevard    7290 GEORGE T. EDWARD DR   MELBOURNE, FL 32940      
Owned       1305                  05/02/1998  Alachua    2300 E UNIVERSITY AVE      GAINESVILLE, FL 32609    
Owned       1309                  05/02/1998  Gilchrist  705 N MAIN ST              TRENTON, FL 32693        
Owned       1313                  04/29/1998  Alachua    4221 NW 16TH BLVD          GAINESVILLE, FL 32605    
Owned       1322                  09/01/1998  Baker      340 E MACCLENNY AVE        MACCLENNY, FL 32063      
Owned       1323                  09/01/1998  Clay       205 S. LAWRENCE BLVD       KEYSTONE HEIGHTS, FL 3265
Owned       2046           4046   01/28/1999  Volusia    1101 DERBYSHIRE            HOLLY HILL, FL 32117     
Owned       2049           4049   01/28/1999  Seminole   4140 E SR46                SANFORD, FL 32771        
Owned       2050           4050   01/28/1999  Volusia    1591 DUNLAWTON AVE         PORT ORANGE, FL 32119    
Owned       2053           4053   01/28/1999  Putnam     1171 HIGHWAY 17S           SATSUMA, FL 32189        
Owned       2072   6072    1072   01/28/1999  Volusia    239 N. CENTER STREET       PIERSON, FL 32180        
Owned       2074           2074   01/28/1999  Volusia    2123 INTERNATIONAL SPEEDW  DELAND, FL 32724         
Owned       2102           5102   01/28/1999  Volusia    2185 W. STATE ROAD 44      DELAND, FL 32720         
Owned       2103           5103   01/28/1999  Orange     10 E. SILVER STAR ROAD     OCOEE, FL 34761          
Owned       2104           5104   01/28/1999  Volusia    1058 N. US 1               ORMOND BEACH, FL 32174   
Owned       2105           5105   01/28/1999  Marion     13873 S.E. HIGHWAY 42      WEIRSDALE, FL 32195      
Owned       2106           5106   01/28/1999  Orange     8299 SILVER STAR ROAD      ORLANDO, FL 32818        
Owned       2107           2107   01/28/1999  Putnam     551 S. SUMMIT STREET       CRESCENT CITY, FL 32112  
Owned       2108           5108   01/28/1999  Lake       1525 US HWY 27             CLERMONT, FL 34711       
Owned       2110           5110   01/28/1999  Seminole   5690 WEST SR 46            SANFORD, FL 32771        
Owned       2111           5111   01/28/1999  Brevard    6004 US HIGHWAY 1          SCOTTSMOOR, FL 32775     
Owned       2114           5114   01/28/1999  Lake       810 US HWY 27              MINNEOLA, FL 34755       
Owned       2115           5115   01/28/1999  Volusia    1099 W. INT'L SPEEDWAY BLV DELAND, FL 32720         
Owned       2116           5116   01/28/1999  Orange     17503 W SR 50              OAKLAND, FL 34760        
Owned       2117           5117   01/28/1999  Putnam     241 S. HIGHWAY 17          EAST PALATKA, FL 32131   
Owned       2118           5118   01/28/1999  Lake       24425 SR 44                EUSTIS, FL 32736         
Owned       2119           5119   01/28/1999  Citrus     8486 N. CARL G. ROSE HWY   HERNANDO, FL 34442       
Owned       2120           5120   01/28/1999  Marion     14870 S US HIGHWAY 441     SUMMERFIELD, FL 34491    
Owned       2122           5122   04/22/1999  Marion     3550 N US HIGHWAY 441      OCALA, FL 34475          
Owned       2123           5123   01/28/1999  Marion     6155 SW HIGHWAY 200        OCALA, FL 34476          
Owned       2125           5125   02/04/1999  Polk       45489 US HWY 27            DAVENPORT, FL 33837      
Owned       2157   6157    1157   01/28/1999  Putnam     1140 CR 309                WELAKA, FL 32193         
Owned       2184   6184    1184   01/28/1999  Volusia    1022 E. NEW YORK AVE       DELAND, FL 32724         
Owned       2207           5107   01/28/1999  Orange     12390 E. COLONIAL DR       ORLANDO, FL 32826        
Owned       2209           5109   01/28/1999  Polk       101 POLO PARK BLVD E       DAVENPORT, FL 33837      
Owned       2234           3234   01/28/1999  Volusia    1701 N. VOLUSIA AVE        ORANGE CITY, FL 32763    
Owned       2235           3235   01/28/1999  Putnam     624 S STATE ROAD 19 N      PALATKA, FL 32177        

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  Property  Store   Old      Handy    Open                                                                   
    Type      #    Cobra#     Way     Date      County        Street Address             City/State/Zip      
                                                                                                             
Owned       2236           3236   01/28/1999  Brevard    2498 TURPENTINE RD         MIMS, FL 32754           
Owned       2258   6258    1258   01/28/1999  Volusia    1717 S US 17               BARBERVILLE, FL 32105    
Owned       2271   6271    1271   01/28/1999  Volusia    1695 N. US 17              SEVILLE, FL 32190        
Owned       2291           4291   01/28/1999  St. Johns  6750 US1 SOUTH             ST AUGUSTINE, FL 32086   
Owned       2292           4292   01/28/1999  Lake       7609 US 441                LEESBURG, FL 34748       
Owned       2307   6107    1107   01/28/1999  Putnam     131 SR 207                 EAST PALATKA, FL 32131   
Owned       2314           3314   01/28/1999  Marion     10143 SE SUNSET HARBOR RD  SUMMERFIELD, FL 34491    
Owned       2321           3321   01/28/1999  Marion     13002 NE JACKSONVILLE ROA  SPARR, FL 32192          
Owned       2322           3322   01/28/1999  Marion     15877 E HWY 40             SILVER SPRINGS, FL 34488 
Owned       2326           3326   01/28/1999  Marion     12475 NW GAINESVILLE RD    LOWELL, FL 32663         
Owned       2328           3329   01/28/1999  Marion     1940 SE 58TH AVENUE        OCALA, FL 34471          
Owned       2329           1329   01/28/1999  Putnam     902 SR 20                  INTERLACHEN, FL 32148    
Owned       2330           3330   01/28/1999  Marion     6000 W SR 40               OCALA, FL 34482          
Owned       2332           3332   01/28/1999  Lake       10030 CR 44                LEESBURG, FL 34788       
Owned       2334           3334   01/28/1999  Orange     4914 ROCK SPRINGS ROAD     APOPKA, FL 32712         
Owned       2403           4403   01/28/1999  Lake       23932 SR46 (SORRENTO AVE)  SORRENTO, FL 32776       
Owned       2404           4404   01/28/1999  Orange     1252 S. APOPKA BLVD        APOPKA, FL 32703         
Owned       2405           4405   01/28/1999  Marion     225 NE 28TH AVE            OCALA, FL 34471          
Owned       2406           4406   01/28/1999  Seminole   4181 ORANGE BLVD           LAKE MONROE, FL 32747    
Owned       2408           4408   01/28/1999  Volusia    3930 SR 44                 NEW SMYRNA BEACH, FL 3216
Owned       2416           1416   01/28/1999  Alachua    6905 NE HWY 301            HAWTHORNE, FL 32640      
Owned       2419           1428   01/28/1999  Volusia    446 S LAKEVIEW DRIVE       LAKE HELEN, FL 32744     
Owned       2426            426   01/28/1999  Putnam     519 N. SUMMIT STREET       CRESCENT CITY, FL 32112  
Owned       2430           1430   01/28/1999  Volusia    905 S SPRING GARDEN AVE    DELAND, FL 32720         
Owned       2483           1483   01/28/1999  Seminole   905 SR 434                 ALTAMONTE SPRINGS, FL 327
Owned       2502           4502   01/28/1999  Seminole   1000 LOCWOOD ROAD          OVIEDO, FL 32765         
Owned       2503           4503   01/28/1999  Lake       2101 SR 19                 TAVARES, FL 32778        
Owned       2504           4504   01/28/1999  Orange     10001 LAKE UNDERHILL DR    ORLANDO, FL 32825        
Owned       2505           4505   01/28/1999  Volusia    399 S US 17/92             DEBARY, FL 32713         
Owned       2525           1525   01/28/1999  Volusia    1805 S. RIDGEWOOD AVE      EDGEWATER, FL 32132      
Owned       2574           3574   01/28/1999  Volusia    1520 SR 40                 ORMOND BEACH, FL 32174   
Owned       2575           3575   01/28/1999  Lake       100 MILLER STREET          FRUITLAND PARK, FL 34731 
Owned       2576           3576   01/28/1999  St. Johns  1115 A1A BEACH BLVD        ST AUGUSTINE BEACH, FL 32
Owned       2655           1655   01/28/1999  Seminole   135 E. SR 46               GENEVA, FL 32732         
Owned       2777            777   01/28/1999  Putnam     1777 HIGHWAY 17S           POMONA PARK, FL 32181    
Owned       2798           3798   01/28/1999  Lake       2999 W. MAIN STREET        LEESBURG, FL 34748       
Owned       2800           3800   01/28/1999  Lake       8049 SR 48                 YALAHA, FL 34797         
Owned       2802           3802   01/28/1999  Putnam     2803 SILVER LAKE DRIVE     PALATKA, FL 32177        
Owned       2804           3804   01/28/1999  Lake       391 N. CENTRAL AVENUE      UMATILLA, FL 32784       
Owned       2805           3805   01/28/1999  Orange     400 FRANKLIN STREET        OCOEE, FL 34761          
Owned       2806           3806   01/28/1999  Volusia    320 N. SR 415              OSTEEN, FL 32764         
Owned       2904           3904   01/28/1999  Volusia    2095 E SR 44               DELAND, FL 32724         
Owned       2908           3908   01/28/1999  Marion     8664 SW 103RD STREET RD    OCALA, FL 34481          
Owned       2910           3910   01/28/1999  Volusia    601 BEVILLE ROAD           S. DAYTONA, FL 32119     
Owned       6009                  04/14/1983  Putnam     400 SR 26                  MELROSE, FL 32666        
Owned       6019                  09/28/1983  Clay       2000 STATE ROAD 16W        GREEN COVE SPRINGS, FL 32
Owned       6020                  08/29/1971  Nassau     1015 ATLANTIC BLVD         FERNANDINA BEACH, FL 3203
Owned       6034                  04/14/1973  Clay       102 SUZANNE AVE            ORANGE PARK, FL 32073    
Owned       6038     38           04/23/1985  Duval      7992 NORMANDY BLVD         JACKSONVILLE, FL 32221   
Owned       6039     39           08/11/1983  Duval      4024 SOUTHSIDE BLVD        JACKSONVILLE, FL 32216   
Owned       6042     42           06/22/1973  Clay       2584 SR 220                DOCTORS INLET, FL 32030  
Owned       6051     51           10/10/1985  Bradford   2652 S E STATE RD 21       MELROSE, FL 32666        

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                                                        [Enlarge/Download Table]

  Property  Store   Old    Handy    Open                                                                   
    Type      #    Cobra#   Way     Date      County          Street Address             City/State/Zip    
                                                                                                           
Owned       6058      58        05/14/1975  Alachua    5420 W SR 235 (P.O. BOX 2  LACROSSE, FL 32658       
Owned       6059      59        07/03/1975  Alachua    1516 SE 4TH ST             GAINESVILLE, FL 32641    
Owned       6070      70        06/24/1976  Marion     16991 EAST HIGHWAY 40      SILVER SPRINGS, FL 34488 
Owned       6073      73        10/21/1976  Duval      8181 103RD ST              JACKSONVILLE, FL 32210   
Owned       6079      79        07/14/1977  Lake       24421 SR 40/BOX 336        ASTOR, FL 32102          
Owned       6081      81        07/22/1977  Volusia    4622 S CLYDE MORRIS BLVD   PORT ORANGE, FL 32119    
Owned       6082      82        08/12/1977  Volusia    1379 BEVILLE RD            DAYTONA BEACH, FL 32119  
Owned       6084      84        01/20/1978  St. Johns  1790 SR 13                 JACKSONVILLE, FL 32259   
Owned       6094      94        03/23/1978  Brevard    3164 MAIN ST, W            MIMS, FL 32754           
Owned       6116     116        12/19/1978  Duval      13434 ST AUGUSTINE RD      JACKSONVILLE, FL 32258   
Owned       6118     118        08/04/1981  St. Johns  2800 US 1, S               ST AUGUSTINE, FL 32086   
Owned       6120     120        09/13/1979  Pasco      15434 HWY 19, N            HUDSON, FL 34667         
Owned       6128     128        04/10/1980  Brevard    6155 N COURTENAY           MERRITT ISLAND, FL 32953 
Owned       6130     130        01/31/1980  Duval      8838 ATLANTIC BLVD         JACKSONVILLE, FL 32211   
Owned       6131     131        03/06/1980  Brevard    4001 N WICKHAM RD          MELBOURNE, FL 32935      
Owned       6145     145        01/13/1982  Brevard    7175 HWY 1 N               COCOA, FL 32927          
Owned       6149     149        06/10/1982  Brevard    701 S PARK AVENUE          TITUSVILLE, FL 32780     
Owned       6150     150        05/05/1982  Volusia    2460 OCEAN SHORE BLVD      ORMOND BEACH, FL 32176   
Owned       6152     152        05/19/1982  Duval      1092 S MCDUFF AVENUE       JACKSONVILLE, FL 32205   
Owned       6155     155        11/18/1982  Orange     4252 S ORANGE BLOSSOM TR   ORLANDO, FL 32839        
Owned       6156     156        01/05/1983  Brevard    3990 LAKE DRIVE            COCOA, FL 32926          
Owned       6157     157        01/20/1983  Orange     808 S PARK AVENUE          APOPKA, FL 32703         
Owned       6158     158        01/27/1983  Nassau     1403 LEWIS STREET          FERNANDINA BEACH, FL 3203
Owned       6159     159        01/13/1983  Duval      8804 LONE STAR RD          JACKSONVILLE, FL 32211   
Owned       6160     160        03/09/1983  Duval      1310 S 3RD ST              JACKSONVILLE BEACH, FL 32
Owned       6161     161        03/17/1983  Alachua    45 SW 250TH ST             NEWBERRY, FL 32669       
Owned       6163     163        08/10/1983  Duval      1001 N LANE AVENUE         JACKSONVILLE, FL 32254   
Owned       6165     165        05/04/1983  Orange     11205 S ORG BLOSSOM TR     ORLANDO, FL 32837        
Owned       6166     166        07/21/1983  Brevard    1709 N HARBOR CITY BLVD    MELBOURNE, FL 32935      
Owned       6167     167        09/18/1983  Volusia    1150 OCEAN SHORE BLVD      ORMOND BEACH, FL 32176   
Owned       6168     168        10/13/1983  Volusia    2625 BEVILLE RD            DAYTONA BEACH, FL 32119  
Owned       6169     169        01/04/1984  Duval      14376 BEACH BLVD           JACKSONVILLE, FL 32224   
Owned       6175     175        05/12/1983  Baker      584 SIXTH ST               MACCLENNY, FL 32063      
Owned       6183     183        11/10/1983  Citrus     743 HIGHWAY 41 SOUTH       INVERNESS, FL 34450      
Owned       6195     195        11/29/1984  Pasco      6226 ROWAN RD              NEW PORT RICHEY, FL 34653
Owned       6210     210        03/07/1985  Brevard    1060 EMERSON DR NE         PALM BAY, FL 32907       
Owned       6229     229        12/19/1985  Brevard    2595 EMERSON DRIVE         PALM BAY, FL 32909       
Owned       6230     230        04/03/1985  Duval      9509 SAN JOSE BLVD         JACKSONVILLE, FL 32257   
Owned       6236     236        08/07/1985  Duval      1209 MONUMENT RD           JACKSONVILLE, FL 32225   
Owned       6249     249        05/01/1985  St. Johns  70 MASTERS DRIVE           ST AUGUSTINE, FL 32095   
Owned       6262     262        07/17/1985  Nassau     3331 S FLETCHER AVE        FERNANDINA BEACH, FL 3203
Owned       6267     267        11/07/1985  Clay       338 COLLEGE DR             ORANGE PARK, FL 32065    
Owned       6271     271        05/08/1986  Duval      4815 SAN PABLO RD          JACKSONVILLE, FL 32224   
Owned       6272     272        01/22/1986  Putnam     543 SOUTH HWY 17           SAN MATEO, FL 32187      
Owned       6273     273        02/13/1986  Duval      1839 8TH ST, E             JACKSONVILLE, FL 32206   
Owned       6274     274        06/04/1986  Levy       4 HIGHWAY 19 SOUTH         INGLIS, FL 34449         
Owned       6278     278        07/11/1986  St. Johns  8796 E CHURCH ST           HASTINGS, FL 32145       
Owned       6279     279        03/13/1987  Citrus     6296 W GULF TO LAKE HWY    CRYSTAL RIVER, FL 34429  
Owned       6282     282        04/23/1987  Seminole   495 PEARL LAKE CAUSEWAY    ALTAMONTE SPRINGS, FL 327
Owned       6283     283        09/11/1986  Pasco      6618 EMBASSY BLVD          PORT RICHEY, FL 34668    
Owned       6284     284        05/15/1986  Nassau     1484 NASSAUVILLE RD        FERNANDINA BEACH, FL 3203
Owned       6285     285        10/09/1986  Duval      2615 ST JOHNS BLUFF S      JACKSONVILLE, FL 32246   

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                                                        [Enlarge/Download Table]

 Property  Store   Old   Handy    Open                                                                   
   Type      #    Cobra#  Way     Date        County       Street Address            City/State/Zip      
                                                                                                         
Owned       6286   286         06/06/1986  Clay         4486 CR 218, W            MIDDLEBURG, FL 32068   
Owned       6288   288         03/05/1987  Hernando     999 NORTH BROAD STREET    BROOKSVILLE, FL 34610  
Owned       6289   289         05/13/1987  Putnam       744 S HWY 17              SATSUMA, FL 32189      
Owned       6290   290         08/15/1986  Clay         3128 BLANDING BLVD        MIDDLEBURG, FL 32068   
Owned       6293   293         11/21/1986  Duval        4129 SPORTMAN'S CLUB RD   JACKSONVILLE, FL 32219 
Owned       6294   294         11/14/1986  Orange       1515 WURST RD             OCOEE, FL 34761        
Owned       6295   295         01/16/1987  Clay         1091 BLANDING BLVD        ORANGE PARK, FL 32065  
Owned       6296   296         01/28/1987  Duval        636 S MCDUFF AVE          JACKSONVILLE, FL 32205 
Owned       6298   298         01/23/1987  Lake         451 W MYERS               MASCOTTE, FL 32753     
Owned       6299   299         02/19/1987  Duval        8496 BLANDING BLVD        JACKSONVILLE, FL 32244 
Owned       6504   504         10/23/1986  Volusia      807 INDIAN RIVER BLVD     EDGEWATER, FL 32132    
Owned       6510   510         06/10/1987  Clay         486 BLANDING BLVD         ORANGE PARK, FL 32073  
Owned       6511   511         07/01/1987  Volusia      799 BILL FRANCE DRIVE     DAYTONA BEACH, FL 32114
Owned       6512   512         09/25/1987  Hernando     13075 SPRINGHILL DRIVE    SPRING HILL, FL 34609  
Owned       6513   513         09/11/1987  Brevard      900 MALABAR ROAD, SW      PALM BAY, FL 32907     
Owned       6515   515         10/14/1987  Duval        5703 TIMUQUANA RD         JACKSONVILLE, FL 32210 
Owned       6516   516         03/10/1988  Pasco        13703 HWY 19              HUDSON, FL 34667       
Owned       6517   517         09/18/1987  Duval        3051 MONUMENT RD          JACKSONVILLE, FL 32225 
Owned       6518   518         02/18/1988  Duval        8735 N KINGS RD           JACKSONVILLE, FL 32219 
Owned       6519   519         12/16/1987  Clay         804 BLANDING BLVD         ORANGE PARK, FL 32065  
Owned       6524   524         01/19/1989  Marion       3873 SW COLLEGE RD        OCALA, FL 34474        
Owned       6527   527         05/31/1989  Alachua      9404 NW 39TH AVENUE       GAINESVILLE, FL 32606  
Owned       6528   528         11/09/1989  Brevard      748 PALM BAY RD, NE       PALM BAY, FL 32905     
Owned       6532   532         02/22/1989  Orange       9988 S ORANGE AVE         ORLANDO, FL 32824      
Owned       6534   534         03/01/1989  Duval        4856 PARK STREET          JACKSONVILLE, FL 32205 
Owned       6535   535         09/30/1988  Alachua      2152 NW 39TH AVE          GAINESVILLE, FL 32605  
Owned       6537   537         03/25/1991  Putnam       720 S STATE ROAD 19 (HWY  PALATKA, FL 32177      
Owned       6542   542         01/17/1991  Brevard      3088 HARBOR CITY BLVD N   MELBOURNE, FL 32935    
Owned       6548   548         11/20/1991  Clay         695 KINGSLEY AVE          ORANGE PARK, FL 32073  
Owned       6549   549         01/30/1992  Brevard      2200 S FISKE BOULEVARD    ROCKLEDGE, FL 32955    
Owned       3255               07/22/1999  Richmond     3477 WRIGHTSBORO RD       AUGUSTA, GA 30909      
Owned       3265               07/22/1999  Columbia     440 SOUTH BELAIR RD       AUGUSTA, GA 30909      
Owned       3313               11/11/1999  Habersham    3951 STATE HWY 365        ALTO, GA 30510         
Owned        809               12/17/1987  VANDERBURGH  1321 N. FULTON AVE.       EVANSVILLE, IN 47710   
Owned        812               12/17/1987  VANDERBURGH  325 S KENTUCKY AVE        EVANSVILLE, IN 47714   
Owned        391               05/27/1982  CHRISTIAN    3249 LAFAYETTE RD         HOPKINSVILLE, KY 42240 
Owned        394               06/17/1982  CHRISTIAN    932 NORTH MAIN ST         HOPKINSVILLE, KY 42240 
Owned        419               12/15/1983  LOGAN        1034 N. MAIN STREET       RUSSELLVILLE, KY 42276 
Owned        420               12/08/1983  LOGAN        407 HOPKINSVILLE RD       RUSSELLVILLE, KY 42276 
Owned        427               07/26/1984  HOPKINS      HWY US 41A & 62           NORTONVILLE, KY 42442  
Owned        702               07/14/1986  HENDERSON    2336 S GREEN ST           HENDERSON, KY 42420    
Owned        706               05/02/1977  HENDERSON    300 WATSON LANE           HENDERSON, KY 42420    
Owned        725               05/22/1981  MUHLENBERG   6059 US HWY 62 W          GRAHAM, KY 42344       
Owned        843               12/14/1989  HENDERSON    2001 U.S. 60 EAST         HENDERSON, KY 42420    
Owned        105               03/01/1981  LEE          809 CARTHAGE ST           SANFORD, NC 27330      
Owned        112               01/06/1986  ALAMANCE     110 W HAGGARD ST          ELON COLLEGE, NC 27244 
Owned        116               01/01/1974  HARNETT      1175 HWY 421              LILLINGTON, NC 27546   
Owned        125               01/01/1974  WAKE         601 N MAIN ST             FUQUAY-VARINA, NC 27526
Owned        130               01/01/1974  ROWAN        264 EAST MAIN STREET      ROCKWELL, NC 28138     
Owned        140               01/01/1974  WATAUGA      1218 STATE FARM RD.       BOONE, NC 28607        
Owned        142               01/01/1974  CHATHAM      507 W THIRD ST            SILER CITY, NC 27344   

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Prog - STR005R    *         Store Property Type and Address            Page    6
Date -  4/04/2003 *                                                             
Time -  8:18:39   *                                                             
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                                                        [Enlarge/Download Table]

  Property  Store   Old    Handy    Open                                                                       
    Type      #    Cobra#   Way     Date      County         Street Address             City/State/Zip         
                                                                                                               
Owned        147                  07/02/1978  WATAUGA      1056 EAST KING ST.         BOONE, NC 28607          
Owned        150                  07/01/1974  RANDOLPH     127 EAST SWANNANOA         LIBERTY, NC 27298        
Owned        157                  11/01/1978  IREDELL      250 MAIN ST                TROUTMAN, NC 28166       
Owned        161                  07/07/1975  ALAMANCE     1031 HWY 87 NORTH          ELON COLLEGE, NC 27244   
Owned        163                  07/01/1975  CATAWBA      1608 SECOND AVE NW         HICKORY, NC 28601        
Owned        170                  05/04/1984  GUILFORD     3101 PLEASANT GARDEN RD    GREENSBORO, NC 27406     
Owned        172                  08/29/1975  IREDELL      354 S MAIN ST              MOORESVILLE, NC 28115    
Owned        182                  08/24/1976  ROWAN        300 S SALISBURY ST         SPENCER, NC 28159        
Owned        186                  08/09/1976  LEE          3014 SOUTH HORNER BLVD     SANFORD, NC 27330        
Owned        192                  05/01/1985  FORSYTH      700 JONESTOWN RD           WINSTON-SALEM, NC 27103  
Owned        215                  07/01/1976  STOKES       101 E KING ST              KING, NC 27021           
Owned        218                  12/05/1985  LEE          1130 N HORNER BLVD         SANFORD, NC 27330        
Owned        239                  03/24/1978  CATAWBA      1200 E MAIN ST             MAIDEN, NC 28650         
Owned        240                  07/21/1977  CATAWBA      334 EAST 20TH ST           NEWTON, NC 28658         
Owned        268                  03/10/1980  CATAWBA      1901 SW US HWY 70          HICKORY, NC 28601        
Owned        286                  03/13/1981  CUMBERLAND   4832 RAMSEY STREET         FAYETTEVILLE, NC 28301   
Owned        294                  06/02/1980  CHATHAM      11399 US HWY 15-501 SOUTH  CHAPEL HILL, NC 27514    
Owned        302                  03/24/1981  CUMBERLAND   736 S REILLY RD            FAYETTEVILLE, NC 28304   
Owned        305                  01/22/1981  CUMBERLAND   1501 PAMALEE DR            FAYETTEVILLE, NC 28303   
Owned        331                  12/31/1971  LEE          1612 TRAMWAY ROAD          SANFORD, NC 27330        
Owned        355                  06/10/1971  LEE          429 EAST WEATHERSPOON ST   SANFORD, NC 27330        
Owned        366                  06/26/1982  LEE          812 SOUTH HORNER BLVD.     SANFORD, NC 27330        
Owned        376                  08/21/1981  CUMBERLAND   4000 SOUTH MAIN ST         HOPE MILLS, NC 28348     
Owned        405                  10/01/1981  LEE          3006 HAWKINS AVENUE        SANFORD, NC 27330        
Owned        406                  10/03/1981  HARNETT      1404 S MAIN ST             LILLINGTON, NC 27546     
Owned        410                  12/13/1982  WATAUGA      1996 BLOWING ROCK RD.      BOONE, NC 28607          
Owned        413                  07/01/1983  CHATHAM      1010 N SECOND AVE E        SILER CITY, NC 27344     
Owned        450                  05/30/1985  NEW HANOVER  2400 N. COLLEGE RD         WILMINGTON, NC 28405     
Owned        454                  07/26/1985  GUILFORD     2522 RANDLEMAN RD          GREENSBORO, NC 27406     
Owned        457                  07/18/1985  WAKE         705 E. WILLIAMS STREET     APEX, NC 27502           
Owned        462                  09/27/1985  GUILFORD     101 PISGAH CHURCH          GREENSBORO, NC 27405     
Owned        464                  08/05/1985  NEW HANOVER  2375 S 17TH STREET         WILMINGTON, NC 28401     
Owned        467                  08/08/1985  BRUNSWICK    1130 NORTH HOWE STREET     SOUTHPORT, NC 28461      
Owned        475                  11/27/1985  MOORE        1600 US HWY 15 501         SOUTHERN PINES, NC 28387 
Owned        481                  02/27/1986  CUMBERLAND   3458 N. MAIN ST.           HOPE MILLS, NC 28348     
Owned        484                  08/25/1986  NEW HANOVER  5800 CASTLE HAYNE RD       CASTLE HAYNE, NC 28429   
Owned        500                  04/22/1987  CUMBERLAND   1300 HOPE MILLS RD         FAYETTEVILLE, NC 28304   
Owned       3213                  02/04/1999  PITT         3209 S. MEMORIAL DRIVE     GREENVILLE, NC 27834     
Owned        247                  05/25/1978  HORRY        348 DICK POND RD           MYRTLE BEACH, SC 29577   
Owned        277                  06/12/1980  BEAUFORT     71 MATTHEWS DR & HWY 278   HILTON HEAD ISLAND, SC 29
Owned        288                  10/30/1980  CHARLESTON   2572 ASHLEY RIVER RD       CHARLESTON, SC 29414     
Owned        295                  10/16/1980  BEAUFORT     1810 RIBALT RD             PORT ROYAL, SC 29902     
Owned        298                  10/30/1980  DORCHESTER   4010 ASHLEY PHOSPHATE RD.  CHARLESTON, SC 29420     
Owned        299                  07/17/1981  LEXINGTON    3016 PLATT SPRINGS ROAD    WEST COLUMBIA, SC 29170  
Owned        313                  03/19/1981               5830 DORCHESTER RD         CHARLESTON, SC 29405     
Owned        315                  04/16/1981  KERSHAW      2507 MAIN STREET           ELGIN, SC 29045          
Owned        317                  12/17/1981  FLORENCE     2352 PAMLICO HWY           FLORENCE, SC 29501       
Owned        321                  04/08/1982  BERKELEY     1044 REDBANK RD            GOOSE CREEK, SC 29445    
Owned        322                  04/22/1981  LEXINGTON    5318 BUSH RIVER ROAD       COLUMBIA, SC 29210       
Owned        323                  01/07/1982  RICHLAND     3178 ROYAL TOWER RD        IRMO, SC 29063           
Owned        326                  10/22/1981  SUMTER       550 SOUTH PIKE EAST        SUMTER, SC 29150         
Owned        327                  07/02/1981  FLORENCE     3205 E PALMETTO ST         FLORENCE, SC 29501       

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Prog - STR005R    *         Store Property Type and Address            Page   7 
Date -  4/04/2003 *                                                             
Time -  8:18:39   *                                                             
*******************                                                             

                                                        [Enlarge/Download Table]

  Property     Store    Old     Handy         Open                                                                           
    Type         #     Cobra#    Way          Date      County              Street Address             City/State/Zip        
                                                                                                                             
Owned           330                        08/13/1981  BERKELEY          215 RED BANK RD.           GOOSE CREEK, SC 29445    
Owned           332                        10/08/1981  LEXINGTON         3950 AUGUSTA RD            WEST COLUMBIA, SC 29169  
Owned           334                        07/16/1981  HORRY             1011 GLENN BAY RD          SURFSIDE BEACH, SC 29575 
Owned           340                        10/22/1981  GREENWOOD         1530 BYPASS NE             GREENWOOD, SC 29646      
Owned           398                        11/12/1981  SUMTER            503 BROAD & MILLER ST      SUMTER, SC 29150         
Owned           399                        01/07/1982  LEXINGTON         1190 SUNSET BLVD           WEST COLUMBIA, SC 29169  
Owned           409                        03/31/1983  GEORGETOWN        13057 OCEAN HIGHWAY        PAWLEYS ISLAND, SC 29585 
Owned           422                        04/13/1984  HORRY             511 HWY 17, 6TH AVE. S.    NORTH MYRTLE BEACH, SC 29
Owned           430                        09/20/1984  BEAUFORT          1610 FORDING ISLAND ROAD   BLUFFTON, SC 29926       
Owned           442                        02/21/1985  LEXINGTON         3504 CHARLESTON HWY        WEST COLUMBIA, SC 29169  
Owned           445                        02/07/1985  RICHLAND          806 BROAD RIVER RD         COLUMBIA, SC 29210       
Owned           446                        05/15/1985  BERKELEY          830 COLLEGE PARK ROAD      LADSON, SC 29456         
Owned           448                        05/03/1985  BERKELEY          1677 NORTH MAIN            SUMMERVILLE, SC 29483    
Owned           452                        05/08/1985  LEXINGTON         3516 BUSH RIVER RD         COLUMBIA, SC 29210       
Owned           453                        04/27/1985  RICHLAND          3800 ROSEWOOD DRIVE        COLUMBIA, SC 29205       
Owned           461                        07/25/1985  HORRY             860 HWY 17 N.              LITTLE RIVER, SC 29566   
Owned           470                        01/15/1986  RICHLAND          4400 BETHEL CHURCH ROAD    FOREST ACRES, SC 29206   
Owned           476                        12/18/1985  LEXINGTON         1259 CHAPIN RD             CHAPIN, SC 29036         
Owned           482                        05/08/1986  HORRY             13 E HWY 9 & 90            NORTH MYRTLE BEACH, SC 29
Owned           489                        11/18/1986  RICHLAND          7800 GARNERS FERRY RD      COLUMBIA, SC 29209       
Owned           490                        10/03/1986  BEAUFORT          1000 RIBAULT & MORRALL ST  PORT ROYAL, SC 29935     
Owned           494                        06/27/1987  CHARLESTON        3586 SAVANNAH HWY          JOHNS ISLAND, SC 29455   
Owned           497                        04/03/1987  RICHLAND          2235 DECKER BLVD           COLUMBIA, SC 29209       
Owned           498                        05/15/1987                    5098 DORCHESTER RD         CHARLESTON, SC 29418     
Owned           603                        09/23/1977                    1688 HWY 17 NORTH          MOUNT PLEASANT, SC 29464 
Owned           773                        09/15/1986  GREENVILLE        429 WADE HAMPTON BLVD      GREENVILLE, SC 29604     
Owned           788                        10/16/1987  DORCHESTER        207 OLD TROLLEY RD         SUMMERVILLE, SC 29483    
Owned           794                        03/09/1989  DORCHESTER        1595 TROLLEY RD            SUMMERVILLE, SC 29483    
Owned           820                        06/25/1989  CHARLESTON        906 FOLLY ROAD             JAMES ISLAND, SC 29412   
Owned           833                        11/21/1989  KERSHAW           521 HWY 601 S              LUGOFF, SC 29078         
Owned           839                        03/01/1990                    42 CENTER STREET           FOLLY BEACH, SC 29439    
Owned           840                        09/27/1990                    1402 BEN SAWYER BLVD       MOUNT PLEASANT, SC 29464 
Owned          3260                        07/22/1999  LEXINGTON         1900 BUSH RIVER ROAD       COLUMBIA, SC 29210       
Owned          3291                        07/22/1999  SPARTANBURG       2204 CHESNEE HWY           SPARTANBURG, SC 29303    
Owned          3295                        07/22/1999  CHEROKEE          862 WINSLOW AVE            GAFFNEY, SC 29341        
Owned          3406                        06/29/2000  CHEROKEE          100 SHELBY HWY             GAFFNEY, SC 29340        
Owned           402                        04/06/1982  MONTGOMERY        560 DOVER RD               CLARKSVILLE, TN 37040    
Owned           407                        03/30/1982  MONTGOMERY        1874 MEMORIAL DR           CLARKSVILLE, TN 37040    
Owned           443                        05/23/1985  MONTGOMERY        648 LA FAYETTE RD          CLARKSVILLE, TN 37042    
Owned           451                        05/09/1985  MONTGOMERY        1801 MADISON STREET        CLARKSVILLE, TN 37040    
Owned           458                        10/03/1985  SUMNER            601 HARTSVILLE PIKE        GALLATIN, TN 37066       
Owned           463                        08/22/1985  MONTGOMERY        301 PROVIDENCE ROAD        CLARKSVILLE, TN 37042    
Owned           472                        04/10/1986  BEDFORD           330 MADISON ST             SHELBYVILLE, TN 37160    
Owned           473                        12/05/1985  MONTGOMERY        1791 WILMA RUDOLPH BLVD.   CLARKSVILLE, TN 37040    
Owned           474                        03/20/1986  RUTHERFORD        302 W NORTHFIELD BLVD      MURFREESBORO, TN 37129   
Owned           477                        05/01/1986  BEDFORD           702 S CANNON BLVD.         SHELBYVILLE, TN 37160    
Owned           485                        08/14/1986  BEDFORD           900 N MAIN STREET          SHELBYVILLE, TN 37160    
Total Leased Stores  359  Total Owned Stores  915  Total Lease Missing  5  Total Stores 1279                                 

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SCHEDULE 4.1-3

FORM OF SOLVENCY CERTIFICATE

 The undersigned Chief Financial Officer of THE PANTRY, INC., a Delaware
corporation (the "Borrower"), is familiar with the properties, businesses,      
assets and liabilities of the Credit Parties (as defined in the Credit Agreement
referred to below) and is duly authorized to execute this certificate on behalf 
of the Credit Parties.                                                          

  Reference is made to that certain Amended and Restated Credit Agreement,
dated as of April __, 2003, (as amended, restated, supplemented or otherwise    
modified from time to time, the "Credit Agreement"), among the Borrower, the    
Domestic Subsidiaries of the Borrower from time to time party thereto, as       
Guarantors, the Lenders from time to time party thereto and Wachovia Bank,      
National Association, as administrative agent (the "Administrative Agent"). All 
capitalized terms used and not defined herein have the meanings stated in the   
Credit Agreement.                                                               

1.   The undersigned certifies that he has made such investigation and
inquiries as to the financial condition of the Credit Parties as he deems       
necessary and prudent for the purpose of providing this Certificate. The        
undersigned acknowledges that the Administrative Agent and the Lenders are      
relying on the truth and accuracy of this Certificate in connection with the    
making of Loans under the Credit Agreement.                                     

    2.   The undersigned certifies that the financial information, projections
and assumptions which underlie and form the basis for the representations made  
in this Certificate were reasonable when made and were made in good faith and   
continue to be reasonable as of the date hereof.                                

 BASED ON THE FOREGOING, the undersigned certifies that, both before and
after giving effect to the Loans and other Extensions of Credit:                

 A.   The Credit Parties, on a consolidated basis, are able to pay their
 debts and other liabilities, contingent obligations and other
commitments as they mature in the normal course of business.

    B.   The Credit Parties, on a consolidated basis, do not intend to, and do
       not believe that they will, incur debts or liabilities beyond their
         ability to pay as such debts and liabilities mature in their ordinary
course.                                                     

  C.   The Credit Parties, on a consolidated basis, are not engaged in any
        business or transaction, and are not about to engage in any business
or transaction, for which the assets of the Borrowers, on a 
    consolidated basis, would constitute unreasonably small capital.

D.   The present fair saleable value of the consolidated assets of the
       Credit Parties, measured on a going concern basis, is not less than
the amount that will be                                     

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     required to pay the liability on the debts of the Borrowers, on a
consolidated basis, as they become absolute and matured.    

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IN WITNESS WHEREOF, the undersigned has executed this Certificate this
_____ day of April, 2003, in his/her capacity as the chief financial officer of 
the Borrower.                                                                   

      THE PANTRY, INC.

By:       
                                       ---------------------------------------
Name:     
                                       ---------------------------------------
                    Title: Chief Financial Officer

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SCHEDULE 5.9

 FORM OF JOINDER AGREEMENT

    THIS JOINDER AGREEMENT (the "Agreement"), dated as of _____________, ____,
is by and between _____________________, a ___________________ (the "New        
Subsidiary"), and WACHOVIA BANK, NATIONAL ASSSOCIATION, in its capacity as      
Administrative Agent under that certain Amended and Restated Credit Agreement   
(as amended, restated, supplemented or otherwise modified from time to time, the
"Credit Agreement"), dated as of April __, 2003, by and among The Pantry, Inc.  
(the "Borrower"), the Domestic Subsidiaries of the Borrower from time to time   
party thereto (individually a "Guarantor" and collectively, the "Guarantors"),  
the Lenders from time to time party thereto and Wachovia Bank, National         
Association, as administrative agent (the "Administrative Agent"). All of the   
defined terms in the Credit Agreement are incorporated herein by reference.     

  The New Subsidiary is an Additional Credit Party, and, consequently, the
Borrower is required by Section 5.9 of the Credit Agreement to cause the New    
Subsidiary to become a "Guarantor" thereunder.                                  

Accordingly, the New Subsidiary hereby agrees as follows with the     
Administrative Agent, for the benefit of the Lenders:                           

   1.   The New Subsidiary hereby acknowledges, agrees and confirms that, by
its execution of this Agreement, the New Subsidiary will be deemed to be a party
to the Credit Agreement and a "Guarantor" for all purposes of the Credit        
Agreement and the other Credit Documents, and shall have all of the obligations 
of a Guarantor thereunder as if it had executed the Credit Agreement and the    
other Credit Documents. The New Subsidiary hereby ratifies, as of the date      
hereof, and agrees to be bound by, all of the terms, provisions and conditions  
contained in the Credit Documents, including without limitation (i) all of the  
representations and warranties of the Borrowers set forth in Article III of the 
Credit Agreement and (ii) all of the affirmative and negative covenants set     
forth in Articles V and VI of the Credit Agreement. Without limiting the        
generality of the foregoing terms of this Paragraph 1, the New Subsidiary       
hereby, jointly and severally together with the other Guarantors, guarantees to 
each Lender, the Administrative Agent, the Swingline Lender and the Issuing     
Lender the prompt payment and performance of the Credit Party Obligations in    
full when due (whether at stated maturity, as a mandatory prepayment, by        
acceleration, as a mandatory cash collateralization or otherwise) strictly in   
accordance with the terms thereof and agrees that if any of such Credit Party   
Obligations are not paid or performed in full when due (whether at stated       
maturity, as a mandatory prepayment, by acceleration, as a mandatory cash       
collateralization or otherwise), the New Subsidiary will, jointly and severally 
together with the other Guarantors, promptly pay and perform the same, without  
any demand or notice whatsoever, and that in the case of any extension of time  
of payment or renewal of any of the Credit Party Obligations, the same will be  
promptly paid in full when due (whether at extended maturity, as a mandatory    
prepayment, by acceleration, as a mandatory cash collateralization or otherwise)
in accordance with the terms of such extension or renewal.                      

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   2.   The New Subsidiary hereby acknowledges, agrees and confirms that, by
its execution of this Agreement, the New Subsidiary will be deemed to be a party
to the Security Agreement, and shall have all the obligations of an "Obligor"   
(as such term is defined in the Security Agreement) thereunder as if it had     
executed the Security Agreement. The New Subsidiary hereby ratifies, as of the  
date hereof, and agrees to be bound by, all of the terms, provisions and        
conditions contained in the Security Agreement. Without limiting the generality 
of the foregoing terms of this Paragraph 2, the New Subsidiary hereby grants to 
the Administrative Agent, for the benefit of the Lenders, a continuing security 
interest in, and a right of set off against any and all right, title and        
interest of the New Subsidiary in and to the Collateral (as such term is defined
in the Security Agreement) of the New Subsidiary.                               

   3.   The New Subsidiary hereby acknowledges, agrees and confirms that, by
its execution of this Agreement, the New Subsidiary will be deemed to be a party
to the Pledge Agreement, and shall have all the obligations of a "Pledgor"      
thereunder as if it had executed the Pledge Agreement. The New Subsidiary hereby
ratifies, as of the date hereof, and agrees to be bound by, all the terms,      
provisions and conditions contained in the Pledge Agreement. Without limiting   
the generality of the foregoing terms of this Paragraph 3, the New Subsidiary   
hereby pledges and assigns to the Administrative Agent, for the benefit of the  
Lenders, and grants to the Administrative Agent, for the benefit of the Lenders,
a continuing security interest in any and all right, title and interest of the  
New Subsidiary in and to Pledged Capital Stock (as such term is defined in the  
Pledge Agreement) and the other Pledged Collateral (as such term is defined in  
the Pledge Agreement).                                                          

  4.   The New Subsidiary acknowledges and confirms that it has received a
copy of the Credit Agreement and the schedules and exhibits thereto and each    
Security Document and the schedules and exhibits thereto. The information on the
schedules to the Credit Agreement and the Security Documents are hereby amended 
(to the extent permitted under the Credit Agreement or Security Documents) to   
provide the information shown on the attached Schedule A.                       

 5.   The Borrower confirms that all of its obligations under the Credit
Documents are, and upon the New Subsidiary becoming a Guarantor, shall continue 
to be, in full force and effect. The parties hereto confirm and agree that      
immediately upon the New Subsidiary becoming a Guarantor the term "Credit Party 
Obligations," as used in the Credit Agreement, shall include all obligations of 
such New Subsidiary under the Credit Agreement and under each other Credit      
Document.                                                                       

 6.   The New Subsidiary hereby agrees that upon becoming a Guarantor it
will assume all Credit Party Obligations of a Guarantor as set forth in the     
Credit Agreement.                                                               

   7.   Each of the Credit Parties and the New Subsidiary agrees that at any
time and from time to time, upon the written request of the Administrative      
Agent, it will execute and deliver such further documents and do such further   
acts and things as the Administrative Agent may reasonably request in order to  
effect the purposes of this Agreement.                                          

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  8.   This Agreement may be executed in two or more counterparts, each of
which shall constitute an original but all of which when taken together shall   
constitute one contract.                                                        

   9.   This Agreement shall be governed by and construed and interpreted in
accordance with the laws of the State of New York. The Borrower and the New     
Subsidiary agree that Sections 5-1401 and 5-1402 of the General Obligations law 
of the State of New York shall apply to this Agreement.                         

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   IN WITNESS WHEREOF, each of the Credit Parties and the New Subsidiary has
caused this Joinder Agreement to be duly executed by its authorized officer, and
the Administrative Agent, for the benefit of the Lenders, has caused the same to
be accepted by its authorized officer, as of the day and year first above       
written.                                                                        

THE PANTRY, INC.            

By:                         
                    ------------------------------------------
Name:                       
                      ----------------------------------------
Title:                      
                       ---------------------------------------

[NEW SUBSIDIARY]            

By:                         
                    ------------------------------------------
Name:                       
                      ----------------------------------------
Title:                      
                       ---------------------------------------

Acknowledged and accepted:  

        WACHOVIA BANK, NATIONAL ASSOCIATION,
as Administrative Agent     

By:                         
                    ------------------------------------------
Name:                       
                      ----------------------------------------
Title:                      
                       ---------------------------------------

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SCHEDULE A
to
 Joinder Agreement

 Schedules to Credit Agreement

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SCHEDULE 6.1                                                                    

INDEBTEDNESS

                                                        [Enlarge/Download Table]

                                                                               FINAL                       
DESCRIPTION                                 ISSUER             PAYEE        PAYMENT DATE       BALANCE     
-------------------------------------  -----------------  ----------------  -------------  ----------------
                                                                                              (in '000's)  
                                                                                                           
10.25% Senior Subordinated Notes       The Pantry, Inc.   Various           10/07          $        200,000

Note Payable re: Property Purchased    The Pantry, Inc.   Jack Roten        12/05                        79

Note Payable re: Property Purchased    The Pantry, Inc.   Jack Wood         07/04                        37

Vehicle Financing                      The Pantry, Inc.   Ford Motor        04/04                        14
                                                          Credit                                           
                                                                                           ----------------
                                                                                           $        200,130
                                                                                           ----------------

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SCHEDULE 6.2

 LIENS

                                                        [Enlarge/Download Table]

       Debtor                 Jurisdiction                                 Liens                        
--------------------------------------------------------------------------------------------------------
                                                                                                        
The Pantry, Inc.       Delaware Secretary of State  1.  File No.: 9737497                               
                                                        File Date: 11/4/1997                            
                                                        Secured Party: First Union National Bank        
                                                        Collateral: BLANKET LIEN                        
                                                        *continuation filed 11/4/1997                   

                                                    2.  File No.: 9906644                               
                                                        File Date: 2/10/1999                            
                                                        Secured Party: First Union National Bank        
                                                        Collateral: BLANKET LIEN                        

                                                    3.  File No.: 21473507                              
                                                        File Date: 5/20/2002                            
                                                        Secured Party: Voicestream Wireless Corp.       
                                                        Collateral: BLANKET LIEN/3/                     

                                                    4.  File No.: 21975915                              
                                                        File Date: 7/23/2002                            
                                                        Secured Party: Diamond Lease U.S.A., Inc.       
                                                        Collateral: Specific Equipment                  

                                                    5.  File No.: 22525727                              
                                                        File Date: 9/30/2002                            
                                                        Secured Party: Great America Leasing Corporation
                                                        Collateral: Specific Equipment                  

                                                    6.  File No.: 30296338                              
                                                        File Date: 2/3/2003                             
                                                        Secured Party: Great America Leasing Corporation
                                                        Collateral: Specific Equipment                  

                                                    7.  File No.: 30331481                              
                                                        File Date: 2/6/2003                             
                                                        Secured Party: Xerox Capital Services LLC       
                                                        Collateral: Specific equipment                  
--------------------------------------------------------------------------------------------------------
                       Florida Secretary of State   1.  File No.: 980000152646                          
                                                        File Date: 7/10/1998                            
                                                        Secured Party: First Union National Bank        
                                                        Collateral: BLANKET LIEN                        

----------                                                                      
/3/  To be  subordinated to the security  interest of the Lenders  pursuant to a
post-closing covenant.                                                

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                                                    2.  File No.: 990000031154                          
                                                        File Date: 2/10/1999                            
                                                        Secured Party: First Union National Bank        
                                                        Collateral: BLANKET LIEN                        

                                                    3.  File No.: 200000272128                          
                                                        File Date: 12/1/2000                            
                                                        Secured Party: Sierracities.com Inc.            
                                                        Collateral: Specific Equipment/4/               

--------------------------------------------------------------------------------------------------------
                       Georgia Central Filing       1.  File No.: 036-1999-001232                       
                       Office                           File Date: 8/26/1999                            
                                                        Secured Pty: First Union National Bank          
                                                        Collateral: (Columbia County) BLANKET LIEN      

                                                    2.  File No.: 036-1999-001233                       
                                                        File Date: 8/26/1999                            
                                                        Secured Pty: First Union National Bank          
                                                        Collateral: (Columbia County) BLANKET LIEN      

                                                    3.  File No.: 121-1999-003275                       
                                                        File Date: 8/27/1999                            
                                                        Secured Pty: First Union National Bank          
                                                        Collateral: BLANKET LIEN                        

                                                    4.  File No.: 121-1999-003404                       
                                                        File Date: 8/31/1999                            
                                                        Secured Pty: First Union National Bank          
                                                        Collateral: BLANKET LIEN                        

                                                    5.  File No.: 007-2000-005137                       
                                                        File Date: 5/4/2000                             
                                                        Secured Pty: First Union National Bank          
                                                        Collateral: BLANKET LIEN                        

                                                    6.  File No.: 068-2000-000792                       
                                                        File Date: 5/4/2000                             
                                                        Secured Pty: First Union National Bank          
                                                        Collateral: (Habersham County) BLANKET LIEN     

                                                    7.  File No.: 029-2000-000684                       
                                                        File Date: 5/4/2000                             
                                                        Secured Pty: First Union National Bank          
                                                        Collateral: BLANKET LIEN                        

                                                    8.  File No.: 069-2000-002025                       
                                                        File Date: 5/4/2000                             
                                                        Secured Pty: First Union National Bank          
                                                        Collateral: BLANKET LIEN                        

----------                                                                      
/4/  Collateral  description  to be amended to the extent  necessary  to clarify
     that the  applicable  security  interest  is  limited  to  specific  leased
equipment.                                                            

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9.  File No.: 076-2000-001381                 
    File Date: 5/4/2000                       
    Secured Pty: First Union National Bank    
    Collateral: (Houston County) BLANKET LIEN 

10. File No.: 126-2000-000876                 
    File Date: 5/4/2000                       
    Secured Pty: First Union National Bank    
    Collateral: (Spalding County) BLANKET LIEN

11. File No.: 095-2000-000382                 
    File Date: 5/4/2000                       
    Secured Pty: First Union National Bank    
    Collateral: (Madison County) BLANKET LIEN 

12. File No.: 075-2000-000538                 
    File Date: 5/4/2000                       
    Secured Pty: First Union National Bank    
    Collateral: (Jackson County) BLANKET LIEN 

13. File No.: 075-2000-000836                 
    File Date: 5/4/2000                       
    Secured Pty: First Union National Bank    
    Collateral: (Henry County) BLANKET LIEN   

14. File No.: 007-2000-005234                 
    File Date: 5/5/2000                       
    Secured Pty: Sierracities.com             
    Collateral: Specific Equipment/5/         

15. File No.: 154-2000-000343                 
    File Date: 5/5/2000                       
    Secured Pty: First Union National Bank    
    Collateral: (White County) BLANKET LIEN   

16. File No.: 042-2000-000278                 
    File Date: 5/5/2000                       
    Secured Pty: First Union National Bank    
    Collateral: (Dawson County) BLANKET LIEN  

17. File No.: 147-2000-000536                 
    File Date: 5/5/2000                       
    Secured Pty: First Union National Bank    
    Collateral: (Walton County) BLANKET LIEN  

----------                                                                      
/5/  Collateral  description  to be amended to the extent  necessary  to clarify
     that the  applicable  security  interest  is  limited  to  specific  leased
equipment.                                                            

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                                                    18. File No.: 067-2000-005010                       
                                                        File Date: 5/5/2000                             
                                                        Secured Pty: First Union National Bank          
                                                        Collateral: (Gwinnett County) BLANKET LIEN      
--------------------------------------------------------------------------------------------------------
                       Indiana Secretary of State   1.  File No.: 2238610                               
                                                        File Date: 2/10/1999                            
                                                        Secured Party: First Union National Bank        
                                                        Collateral: BLANKET LIEN                        
--------------------------------------------------------------------------------------------------------
                       Kentucky Secretary of State  1.  File No.: 1600198                               
                                                        File Date: 2/10/1999                            
                                                        Secured Party: First Union National Bank        
                                                        Collateral: BLANKET LIEN                        

                                                    2.  File No.: 1604098                               
                                                        File Date: 7/21/2000                            
                                                        Secured Party: Parrot Ice Financial, Inc.       
                                                        Collateral: Specific Equipment                  
                                                        *Assigned to Sierracities.com Inc. on 8/8/2000  
--------------------------------------------------------------------------------------------------------
                       Louisiana Central Filing     1.  File No.:     33-145663 (Madison)               
                        Office                          File Date:    3/13/01                           
                                                        Secured Pty:  First Union National Bank         
                                                        Collateral:   BLANKET LIEN                      

                                                    2.  File No.:     34-101739 (Morehouse)             
                                                        File Date:    3/13/01                           
                                                        Secured Pty:  First Union National Bank         
                                                        Collateral:   BLANKET LIEN                      

                                                    3.  File No.:     37-101209 (Ouchita)               
                                                        File Date:    3/13/01                           
                                                        Secured Pty:  First Union National Bank         
                                                        Collateral:   BLANKET LIEN                      

                                                    4.  File No.:     53-24395 (Tangipahoa)             
                                                        File Date:    3/14/01                           
                                                        Secured Pty:  First Union National Bank         
                                                        Collateral:   BLANKET LIEN                      
--------------------------------------------------------------------------------------------------------
                       Mississippi Secretary of     1.  File No.:     01454747                          
                        State                           File Date:    8/9/00                            
                                                        Secured Pty:  First Union National Bank         
                                                        Collateral:   BLANKET LIEN                      
--------------------------------------------------------------------------------------------------------
                       Forest Co., MS               8.  File No.: 90171                                 
                                                        File Date: 8/9/2000                             
                                                        Secured Party: First Union National Bank        
                                                        Collateral: BLANKET LIEN                        

                                                    9.  File No.: 94104                                 
                                                        File Date: 3/29/2001                            
                                                        Secured Party: GE Capital Business Asset Funding
                                                        Collateral: Specific Equipment                  
--------------------------------------------------------------------------------------------------------
                       Hancock Co., MS              1.  File No.: 312-2001                              
                                                        File Date: 2/7/2001                             
                                                        Secured Party: First Union National Bank        
                                                        Collateral: BLANKET LIEN                        

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                       Harrison Co., MS (1st        1.  File No.: 005802                                
                        District)                       File Date: 8/29/2000                            
                                                        Secured Party: First Union National Bank        
                                                        Collateral: BLANKET LIEN                        

                                                    2.  File No.: 001800                                
                                                        File Date: 3/29/2001                            
                                                        Secured Party: GE Capital Business Asset Funding
                                                        Collateral: Specific Equipment                  
--------------------------------------------------------------------------------------------------------
                       Harrison Co., MS (2nd        1.  File No.: 00-2571                               
                        District)                       File Date: 8/11/2000                            
                                                        Secured Party: First Union National Bank        
                                                        Collateral: BLANKET LIEN                        

                                                    2.  File No.: 01-357                                
                                                        File Date: 2/6/2001                             
                                                        Secured Party: First Union                      
                                                        National Bank                                   
                                                        Collateral: BLANKET LIEN                        
--------------------------------------------------------------------------------------------------------
                       Hinds Co., MS (2nd           1.  File No.: 034948                                
                        District)                       File Date: 10/16/02                             
                                                        Secured Pty: First Union National Bank          
                                                        Collateral: BLANKET LIEN                        
--------------------------------------------------------------------------------------------------------
                       Jackson Co., MS              1.  File No.: 002991                                
                                                        File Date: 8/10/2000                            
                                                        Secured Party: First Union National Bank        
                                                        Collateral: BLANKET LIEN                        

                                                    2.  File No.: 011054                                
                                                        File Date: 3/29/2001                            
                                                        Secured Party: GE Capital Business Asset Funding
                                                        Collateral: Specific Equipment                  
--------------------------------------------------------------------------------------------------------
                       Jones Co., MS (2nd           1.  File No.: 109,846                               
                        District)                       File Date: 8/11/2000                            
                                                        Secured Party: First Union National Bank        
                                                        Collateral: BLANKET LIEN                        

                                                    2.  File No.: 111,787                               
                                                        File Date: 3/29/2001                            
                                                        Secured Party: GE Capital Business Asset Funding
                                                        Collateral: Specific Equipment                  
--------------------------------------------------------------------------------------------------------
                       Lamar Co., MS                1.  File No.: 9-37792                               
                                                        File Date: 8/9/2000                             
                                                        Secured Party: First Union National Bank        
                                                        Collateral: BLANKET LIEN                        

                                                    2.  File No.: 9-39075                               
                                                        File Date: 3/29/2001                            
                                                        Secured Party: GE Capital Business Asset Funding
                                                        Collateral: Specific Equipment                  
--------------------------------------------------------------------------------------------------------
                       Lauderdale Co., MS           1.  File No.: 6792-00                               
                                                        File Date: 8/9/00                               
                                                        Secured Pty: First Union National Bank          
                                                        Collateral: BLANKET LIEN                        

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                                                    2.  File No.: 01959                                 
                                                        File Date: 3/29/01                              
                                                        Secured Pty: First Sierra Financial, Inc.       
                                                        GE Capital Business Asset Funding (assignee)    
                                                        Collateral: Specific Equipment/6/               
--------------------------------------------------------------------------------------------------------
                       Marion Co., MS               1.  File No.: 02186                                 
                                                        File Date: 8/9/2000                             
                                                        Secured Party: First Union National Bank        
                                                        Collateral: BLANKET LIEN                        
--------------------------------------------------------------------------------------------------------
                       Pearl River Co., MS          1.  File No.: 083015                                
                                                        File Date: 8/14/2000                            
                                                        Secured Party: First Union National Bank        
                                                        Collateral: BLANKET LIEN                        

                                                    2.  File No.: 085010                                
                                                        File Date: 3/29/2001                            
                                                        Secured Party: GE Capital Business Asset Funding
                                                        Collateral: Specific Equipment                  
--------------------------------------------------------------------------------------------------------
                       Perry Co., MS                1.  File No.: 00-08-0760                            
                                                        File Date: 8/9/2000                             
                                                        Secured Party: First Union National Bank        
                                                        Collateral: BLANKET LIEN                        

                                                    2.  File No.: 01-03-1443                            
                                                        File Date: 1/3/2001                             
                                                        Secured Party: GE Capital Business Asset Funding
                                                        Collateral: Specific Equipment                  
--------------------------------------------------------------------------------------------------------
                       Rankin Co., MS               1.  File No.: 00-000-3740                           
                                                        File Date: 10/10/00                             
                                                        Secured Pty: First Union National Bank          
                                                        Collateral: BLANKET LIEN                        
--------------------------------------------------------------------------------------------------------
                       Scott Co., MS                1.  File No.: 081431                                
                                                        File Date: 10/10/00                             
                                                        Secured Pty: First Union National Bank          
                                                        Collateral: BLANKET LIEN                        
--------------------------------------------------------------------------------------------------------
                       Stone Co., MS                1.  File No.: 23565                                 
                                                        File Date: 8/10/2000                            
                                                        Secured Party: First Union National Bank        
                                                        Collateral: BLANKET LIEN                        

                                                    2.  File No.: 24041                                 
                                                        File Date: 4/4/2001                             
                                                        Secured Party: GE Capital Business Asset Funding
                                                        Collateral: Specific Equipment                  
--------------------------------------------------------------------------------------------------------

----------                                                                      
/6/ Collateral description to be amended to the extent necessary to clarify     
that the applicable security interest is limited to specific leased     
equipment.                                                              

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                       Warren Co., MS               1.  File No.: 18900                                 
                                                        File Date: 2/7/01                               
                                                        Secured Pty: First Union National Bank          
                                                        Collateral: BLANKET LIEN                        
--------------------------------------------------------------------------------------------------------
                       Washington Co., MS           1.  File No.: 20110808                              
                                                        File Date: 2/7/01                               
                                                        Secured Pty: First Union National Bank          
                                                        Collateral: BLANKET LIEN                        
--------------------------------------------------------------------------------------------------------
                       Yazoo Co., MS                1.  File No.: 62580                                 
                                                        File Date: 2/7/2001                             
                                                        Secured Party: First Union National Bank        
                                                        Collateral: BLANKET LIEN                        
--------------------------------------------------------------------------------------------------------
                       North Carolina Secretary     1.  File No.: 19980044343                           
                        of State                        File Date: 7/10/1998                            
                                                        Secured Party: First Union National Bank        
                                                        Collateral: BLANKET LIEN                        
                                                        *Partial Release filed 7/20/2000                
                                                        #20000072563                                    

                                                    2.  File No.: 19980044344                           
                                                        File Date: 7/10/1998                            
                                                        Secured Party: First Union National Bank        
                                                        Collateral: BLANKET LIEN                        
                                                        *Partial Release filed 7/20/2000                
                                                        #20000072564                                    

                                                    3.  File No.: 19980044345                           
                                                        File Date: 7/10/1998                            
                                                        Secured Party: First Union National Bank        
                                                        Collateral: BLANKET LIEN                        
                                                        *Partial Release filed 7/20/2000                
                                                        #20000072565                                    

                                                    4.  File No.: 19980046730                           
                                                        File Date: 7/17/1998                            
                                                        Secured Party: Superior Coffee and Foods        
                                                        Company                                         
                                                        Collateral: Specific Equipment                  

                                                    5.  File No.: 19980046731                           
                                                        File Date: 7/17/1998                            
                                                        Secured Party: Superior Coffee and Foods        
                                                        Company                                         
                                                        Collateral: Specific Equipment                  

                                                    6.  File No.: 19980087092                           
                                                        File Date: 11/18/1998                           
                                                        Secured Party: Brunswick Electric               
                                                        Membership Corp.                                
                                                        Collateral: Specific Equipment                  

                                                    7.  File No.: 19990012923                           
                                                        File Date: 2/9/1999                             
                                                        Secured Party: First Union National Bank        
                                                        Collateral: BLANKET LIEN                        
                                                        *Partial Release filed 7/20/2000                
                                                        #20000072566                                    

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8.  File No.: 19990026151                     
    File Date: 3/18/1999                      
    Secured Party: First Union National Bank  
    Collateral: BLANKET LIEN                  
    *Partial Release filed 7/20/2000          
    #20000072567                              

9.  File No.: 20000004017                     
    File Date: 1/11/2000                      
    Secured Party: Norwest Financial Leasing  
    Collateral: Specific Equipment            

10. File No.: 20000030567                     
    File Date: 3/24/2000                      
    Secured Party: Pitney Bowes Credit        
    Corporation                               
    Collateral: Specific Equipment            

11. File No.: 20000074485                     
    File Date: 7/25/2000                      
    Secured Party: IBM Credit Corporation     
    Collateral: Specific Equipment            

12. File No.: 20000074883                     
    File Date: 7/26/2000                      
    Secured Party: SierraCities.com Inc.      
    Collateral: Specific Equipment            
    *Assignment to General Electric Capital   
    Business Asset Funding Corporation        
    #20000079546 8/8/2000                     

13. File No.: 20010013452                     
    File Date: 2/7/2001                       
    Secured Party: IBM Credit Corporation     
    Collateral: Specific Equipment            

14. File No.: 20010027858                     
    File Date: 3/20/2001                      
    Secured Party: First Sierra Financial Inc.
    Collateral: Specific Equipment/7/         

15. File No.: 20010503617H                    
    File Date: 7/24/2001                      
    Secured Party: SierraCities.com Inc.      
    Collateral: Specific Equipment/8/         

----------                                                                      
/7/  Collateral  description  to be amended to the extent  necessary  to clarify
     that the  applicable  security  interest  is  limited  to  specific  leased
equipment.                                                            

/8/  Collateral description to be amended to the extent necessary to clarify    
that the applicable security interest is limited to specific leased   
equipment.                                                            

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16. File No.: 20010521507J                     
    File Date: 9/11/2001                       
    Secured Party: SierraCities.com Inc.       
    Collateral: Specific Equipment/9/          

17. File No.: 20010530188K                     
    File Date: 10/2/2001                       
    Secured Party: VoiceStream Wireless Corp.  
    Collateral: BLANK LIEN/10/                 

18. File No.: 20010546419L                     
    File Date: 11/14/2001                      
    Secured Party: First Sierra Financial, Inc.
    Collateral: Specific Equipment/11/         

19. File No.: 20010546422C                     
    File Date: 11/14/2001                      
    Secured Party: First Sierra Financial, Inc.
    Collateral: Specific Equipment/12/         

----------                                                                      
/9/  Collateral description to be amended to the extent necessary to clarify    
that the applicable security interest is limited to specific leased   
equipment.                                                            

/10/ To be subordinated to the security interest of the Lenders pursuant to a   
post-closing covenant.                                                

/11/ Collateral description to be amended to the extent necessary to clarify    
that the applicable security interest is limited to specific leased   
equipment.                                                            

/12/ Collateral description to be amended to the extent necessary to clarify    
that the applicable security interest is limited to specific leased   
equipment.                                                            

/13/ Collateral description to be amended to the extent necessary to clarify    
that the applicable security interest is limited to specific leased   
equipment.                                                            

/14/ Collateral description to be amended to the extent necessary to clarify    
that the applicable security interest is limited to specific leased   
equipment.                                                            

/15/ Collateral description to be amended to the extent necessary to clarify    
that the applicable security interest is limited to specific leased   
equipment.                                                            

/16/ Collateral description to be amended to the extent necessary to clarify    
that the applicable security interest is limited to specific leased   
equipment.                                                            

/17/ Collateral description to be amended to the extent necessary to clarify    
that the applicable security interest is limited to specific leased   
equipment.                                                            

/18/ Collateral description to be amended to the extent necessary to clarify    
that the applicable security interest is limited to specific leased   
equipment.                                                            

/19/ Collateral description to be amended to the extent necessary to clarify    
that the applicable security interest is limited to specific leased   
equipment.                                                            

/20/ Collateral description to be amended to the extent necessary to clarify    
that the applicable security interest is limited to specific leased   
equipment.                                                            

/21/ Collateral description to be amended to the extent necessary to clarify    
that the applicable security interest is limited to specific leased   
equipment.                                                            

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                                                    20. File No.: 20010546423E                          
                                                        File Date: 11/14/2001                           
                                                        Secured Party: First Sierra Financial, Inc.     
                                                        Collateral: Specific Equipment/13/              

                                                    21. File No.: 20010546450A                          
                                                        File Date: 11/14/2001                           
                                                        Secured Party: First Sierra Financial, Inc.     
                                                        Collateral: Specific Equipment/14/              

                                                    22. File No.: 20010546451B                          
                                                        File Date: 11/14/2001                           
                                                        Secured Party: First Sierra Financial, Inc.     
                                                        Collateral: Specific Equipment/15/              

                                                    23. File No.: 20010546456H                          
                                                        File Date: 11/14/2001                           
                                                        Secured Party: First Sierra Financial, Inc.     
                                                        Collateral: Specific Equipment/16/              

                                                    24. File No.: 20010546457J                          
                                                        File Date: 11/14/2001                           
                                                        Secured Party: First Sierra Financial, Inc.     
                                                        Collateral: Specific Equipment/17/              

                                                    25. File No.: 20010546458K                          
                                                        File Date: 11/14/2001                           
                                                        Secured Party: First Sierra Financial, Inc.     
                                                        Collateral: Specific Equipment/18/              

                                                    26. File No.: 20010546459L                          
                                                        File Date: 11/14/2001                           
                                                        Secured Party: First Sierra Financial, Inc.     
                                                        Collateral: Specific Equipment/19/              

                                                    27. File No.: 20010546461B                          
                                                        File Date: 11/14/2001                           
                                                        Secured Party: First Sierra Financial, Inc.     
                                                        Collateral: Specific Equipment/20/              

                                                    28. File No.: 20010546463E                          
                                                        File Date: 11/14/2001                           
                                                        Secured Party: First Sierra Financial, Inc.     
                                                        Collateral: Specific Equipment/21/              
--------------------------------------------------------------------------------------------------------
                       Alamance Co., NC             1.  File No.: 99-0259                               
                                                        File Date: 2/9/99                               
                                                        Secured Pty: First Union National Bank          
                                                        Collateral: BLANKET LIEN                        

                                                    2.  File No.: 99-0484 File                          
                                                        Date: 3/18/99                                   
                                                        Secured Pty: First Union National Bank          
                                                        Collateral: BLANKET LIEN                        

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                                                    3.  File No.: 01548 File                            
                                                        Date: 7/26/00 Secured                           
                                                        Pty: Parrot Ice Financial, Inc.                 
                                                        SierraCities.com Inc. (as Assignee)             
                                                        Collateral: Specific Equipment                  
                                                        Assignment to General Electric Capital          
                                                    Business Asset Funding Corporation filed 8/7/00     
--------------------------------------------------------------------------------------------------------
                       Alleghany Co., NC            1.  File No.: 99-38                                 
                                                        File Date: 2/9/99                               
                                                        Secured Pty: First Union National Bank          
                                                        Collateral: BLANKET LIEN                        
--------------------------------------------------------------------------------------------------------
                       Avery Co., NC                1.  File No.: 99-32                                 
                                                        File Date: 2/9/99                               
                                                        Secured Pty: First Union National Bank          
                                                        Collateral: BLANKET LIEN                        
--------------------------------------------------------------------------------------------------------
                       Bladen Co., NC               1.  File No.: 99-183                                
                                                        File Date: 3/18/99                              
                                                        Secured Pty: First Union National Bank          
                                                        Collateral: BLANKET LIEN                        
--------------------------------------------------------------------------------------------------------
                       Brunswick Co., NC            1.  File No.: 99-192                                
                                                        File Date: 2/9/99                               
                                                        Secured Pty: First Union National Bank          
                                                        Collateral: BLANKET LIEN                        
--------------------------------------------------------------------------------------------------------
                       Burke Co., NC                1.  File No.: 99-186                                
                                                        File Date: 2/9/99                               
                                                        Secured Pty: First Union National Bank          
                                                        Collateral: BLANKET LIEN                        

                                                    2.  File No.: 00-892                                
                                                        File Date: 7/26/00                              
                                                        Secured Pty: Parrot Ice Financial, Inc.         
                                                        SierraCities.com Inc. (as Assignee)             
                                                        Collateral: Specific Equipment                  
                                                        Assignment to General Electric Capital          
                                                    Business Asset Funding Corporation filed 8/8/00     
--------------------------------------------------------------------------------------------------------
                       Carteret Co., NC             1.  File No.: 99-157                                
                                                        File Date: 2/9/1999                             
                                                        Secured Party: First Union National Bank        
                                                        Collateral: BLANKET LIEN                        

                                                    2.  File No.: 99-292                                
                                                        File Date: 3/18/1999 Secured                    
                                                        Party: First Union                              
                                                        National Bank                                   
                                                        Collateral: BLANKET LIEN                        
--------------------------------------------------------------------------------------------------------
                       Catawba Co., NC              1.  File No.: 990390                                
                                                        File Date: 2/10/99                              
                                                        Secured Pty: First Union National Bank          
                                                        Collateral: BLANKET LIEN                        
--------------------------------------------------------------------------------------------------------
                       Chatham Co., NC              1.  File No.: 9900132                               
                                                        File Date: 2/9/99                               
                                                        Secured Pty: First Union National Bank          
                                                        Collateral: BLANKET LIEN                        

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                                                    2.  File No.: 9900252                               
                                                        File Date: 3/18/99                              
                                                        Secured Pty: First Union National Bank          
                                                        Collateral: BLANKET LIEN                        

                                                    3.  File No.: 0000822                               
                                                        File Date: 7/26/00                              
                                                        Secured Pty: Parrot Ice Financial, Inc.         
                                                        SierraCities.com Inc. (as Assignee)             
                                                        Collateral: Specific Equipment                  
                                                        Assignment to General Electric Capital          
                                                    Business Asset Funding Corporation filed 8/7/00     
--------------------------------------------------------------------------------------------------------
                       Chowan Co., NC               1.  File No.: 99-144                                
                                                        File Date: 3/18/99                              
                                                        Secured Pty: First Union National Bank          
                                                        Collateral: BLANKET LIEN                        
--------------------------------------------------------------------------------------------------------
                       Cleveland Co., NC            1.  File No.: 99-158                                
                                                        File Date: 2/9/99                               
                                                        Secured Pty: First Union National Bank          
                                                        Collateral: BLANKET LIEN                        
--------------------------------------------------------------------------------------------------------
                       Columbus Co., NC             1.  File No.: 99-175                                
                                                        File Date: 2/9/99                               
                                                        Secured Pty: First Union National Bank          
                                                        Collateral: BLANKET LIEN                        

                                                    2.  File No.: 99-332                                
                                                        File Date: 3/18/99                              
                                                        Secured Pty: First Union National Bank          
                                                        Collateral: BLANKET LIEN                        

                                                    3.  File No.: 00-891                                
                                                        File Date: 7/26/00                              
                                                        Secured Pty: Parrot Ice Financial, Inc.         
                                                        SierraCities.com Inc. (as Assignee)             
                                                        Collateral: Specific Equipment                  
                                                        Assignment to General Electric Capital          
                                                    Business Asset Funding Corporation filed 8/7/00     
--------------------------------------------------------------------------------------------------------
                       Craven Co., NC               1.  File No.: 990197                                
                                                        File Date: 2/12/1999                            
                                                        Secured Party: First Union National Bank        
                                                        Collateral: BLANKET LIEN                        

                                                    2.  File No.: 990429                                
                                                        File Date: 3/18/1999                            
                                                        Secured Party: First Union National Bank        
                                                        Collateral: BLANKET LIEN                        
--------------------------------------------------------------------------------------------------------
                       Cumberland Co., NC           1.  File No.: 99-727                                
                                                        File Date: 2/9/1999                             
                                                        Secured Party: First Union National Bank        
                                                        Collateral: BLANKET LIEN                        

                                                    2.  File No.: 99-1454                               
                                                        File Date: 3/18/1999                            
                                                        Secured Party: First Union National Bank        
                                                        Collateral: BLANKET LIEN                        

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                                                    3.  File No.: 00-3565                               
                                                        File Date: 7/26/2000                            
                                                        Secured Party: Parrot Ice Financial, Inc.       
                                                        Collateral: Specific Equipment                  
                                                        *Total Assignment to SierraCities.com Inc.      
                                                        #003810 8/4/2000                                
--------------------------------------------------------------------------------------------------------
                       Davidson Co., NC             1.  File No.: 99-415                                
                                                        File Date: 2/10/99                              
                                                        Secured Pty: First Union National Bank          
                                                        Collateral: BLANKET LIEN                        
--------------------------------------------------------------------------------------------------------
                       Duplin Co., NC               1.  File No.: 99-0532                               
                                                        File Date: 3/18/1999                            
                                                        Secured Party: First Union National Bank        
                                                        Collateral: BLANKET LIEN                        

                                                    2.  File No.: 2000-1419                             
                                                        File Date: 7/26/2000                            
                                                        Secured Party: General Electric Capital         
                                                        Business Asset Funding Corporation              
                                                        Collateral: Specific Equipment                  
--------------------------------------------------------------------------------------------------------
                       Durham Co., NC               1.  File No.: 99-298                                
                                                        File Date: 2/9/99                               
                                                        Secured Pty: First Union National Bank          
                                                        Collateral: BLANKET LIEN                        

                                                    2.  File No.: 99-600                                
                                                        File Date: 3/18/99                              
                                                        Secured Pty: First Union National Bank          
                                                        Collateral: BLANKET LIEN                        

                                                    3.  File No.: 200001507                             
                                                        File Date: 7/26/00                              
                                                        Secured Pty: Parrot Ice Financial, Inc.         
                                                        SierraCities.com Inc. (as Assignee)             
                                                        Collateral: Specific Equipment                  
                                                        Assignment to General Electric Capital          
                                                    Business Asset Funding Corporation filed 8/8/00     
--------------------------------------------------------------------------------------------------------
                       Edge Combe Co., NC           1.  File No.: 99-0559                               
                                                        File Date: 3/18/1999                            
                                                        Secured Party: First Union National Bank        
                                                        Collateral: BLANKET LIEN                        

                                                    2.  File No.: 2000-1699                             
                                                        File Date: 7/26/2000                            
                                                        Secured Party: General Electric Capital         
                                                        Business Asset Funding Corporation              
                                                        Collateral: Specific Equipment                  
--------------------------------------------------------------------------------------------------------
                       Forsyth Co., NC              1.  File No.: 229860                                
                                                        File Date: 2/9/99                               
                                                        Secured Pty: First Union National Bank          
                                                        Collateral: BLANKET LIEN                        

                                                    2.  File No.: 230313                                
                                                        File Date: 3/18/99                              
                                                        Secured Pty: First Union National Bank          
                                                        Collateral: BLANKET LIEN                        

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                                                    3.  File No.: 236243                                
                                                        File Date: 7/26/00                              
                                                        Secured Pty: Parrot Ice Financial, Inc.         
                                                        SierraCities.com Inc. (as Assignee)             
                                                        Collateral: Specific Equipment                  
                                                        Assignment to General Electric Capital          
                                                    Business Asset Funding Corporation filed 8/8/00     
--------------------------------------------------------------------------------------------------------
                       Gaston Co., NC               1.  File No.:     99-254                            
                                                        File Date:    2/12/99                           
                                                        Secured Pty:  First Union National Bank         
                                                        Collateral:   BLANKET LIEN                      
--------------------------------------------------------------------------------------------------------
                       Guilford Co., NC             1.  File No.: 483462                                
                                                        File Date: 2/9/1999                             
                                                        Secured Party: First Union National Bank        
                                                        Collateral: BLANKET LIEN                        

                                                    2.  File No.: 484532                                
                                                        File Date: 3/18/1999                            
                                                        Secured Party: First Union National Bank        
                                                        Collateral: BLANKET LIEN                        

                                                    3.  File No.: 499264                                
                                                        File Date: 8/18/2000                            
                                                        Secured Party: General Electric Capital         
                                                        Business Asset Funding                          
                                                        Collateral: Specific Equipment                  
--------------------------------------------------------------------------------------------------------
                       Harnett Co., NC              1.  File No.:     990328                            
                                                        File Date:    2/10/99                           
                                                        Secured Pty:  First Union National Bank         
                                                        Collateral:   BLANKET LIEN                      

                                                    2.  File No.:     2000-1448                         
                                                        File Date:    2/26/00                           
                                                        Secured Pty:  Parrot Ice Financial, Inc.        
                                                        SierraCities.com Inc. (as Assignee)             
                                                        Collateral:   Specific Equipment                
                                                        Assignment to General Electric Capital          
                                                    Business Asset Funding Corporation filed 8/7/00     
--------------------------------------------------------------------------------------------------------
                       Hertford Co., NC             1.  File No.:     99-239                            
                                                        File Date:    3/18/99                           
                                                        Secured Pty:  First Union National Bank         
                                                        Collateral:   BLANKET LIEN                      
--------------------------------------------------------------------------------------------------------
                       Hoke Co., NC                 1.  File No.: 99-52                                 
                                                        File Date: 2/9/1999                             
                                                        Secured Party: First Union National Bank        
                                                        Collateral: BLANKET LIEN                        
--------------------------------------------------------------------------------------------------------
                       Iredell Co., NC              1.  File No.:     99-264                            
                                                        File Date:    2/9/99                            
                                                        Secured Pty:  First Union National Bank         
                                                        Collateral:   BLANKET LIEN                      

                                                    2.  File No.:     99-515                            
                                                        File Date:    3/18/99                           
                                                        Secured Pty:  First Union National Bank         
                                                        Collateral:   BLANKET LIEN                      

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                                                    3.  File No.:     00-1421                           
                                                        File Date:    7/26/00                           
                                                        Secured Pty:  Parrot Ice Financial, Inc.        
                                                        SierraCities.com Inc. (as Assignee)             
                                                        Collateral:   Specific Equipment                
                                                        Assignment to General Electric Capital          
                                                    Business Asset Funding Corporation filed 8/7/00     
--------------------------------------------------------------------------------------------------------
                       Johnston Co., NC             1.  File No.:     99-0373                           
                                                        File Date:    2/9/99                            
                                                        Secured Pty:  First Union National Bank         
                                                        Collateral:   BLANKET LIEN                      

                                                    2.  File No.:     99-745                            
                                                        File Date:    3/18/99                           
                                                        Secured Pty:  First Union National Bank         
                                                        Collateral:   BLANKET LIEN                      

                                                    3.  File No.:     2000-2524                         
                                                        File Date:    7/26/00                           
                                                        Secured Pty:  Parrot Ice Financial, Inc.        
                                                        SierraCities.com Inc. (as Assignee)             
                                                        Collateral:   Specific Equipment                
                                                        Assignment to General Electric Capital          
                                                    Business Asset Funding Corporation filed 8/7/00     
--------------------------------------------------------------------------------------------------------
                       Lee Co., NC                  1.  File No.:     99-209                            
                                                        File Date:    2/9/99                            
                                                        Secured Pty:  First Union National Bank         
                                                        Collateral:   BLANKET LIEN                      

                                                    2.  File No.:     99-433                            
                                                        File Date:    3/18/99                           
                                                        Secured Pty:  First Union National Bank         
                                                        Collateral:   BLANKET LIEN                      

                                                    3.  File No.:     00-1181                           
                                                        File Date:    7/26/00                           
                                                        Secured Pty:  Parrot Ice Financial, Inc.        
                                                        SierraCities.com Inc. (as Assignee)             
                                                        Collateral:   Specific Equipment                
                                                        Assignment to General Electric Capital          
                                                    Business Asset Funding Corporation filed 8/7/00     
--------------------------------------------------------------------------------------------------------
                       Lenoir Co., NC               1.  File No.: 99-0291                               
                                                        File Date: 2/9/1999                             
                                                        Secured Party: First Union National Bank        
                                                        Collateral: BLANKET LIEN                        

                                                    2.  File No.: 99-0524                               
                                                        File Date: 3/18/1999                            
                                                        Secured Party: First Union National Bank        
                                                        Collateral: BLANKET LIEN                        
--------------------------------------------------------------------------------------------------------
                       Mecklenburg Co., NC          1.  File No.:     1215                              
                                                        File Date:    2/10/99                           
                                                        Secured Pty:  First Union National Bank         
                                                        Collateral:   BLANKET LIEN                      

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                                                    2.  File No.:     200006623                         
                                                        File Date:    7/26/00                           
                                                        Secured Pty:  Parrot Ice Financial, Inc.        
                                                        SierraCities.com Inc. (as Assignee)             
                                                        Collateral:   Specific Equipment                
                                                        Assignment to General Electric Capital          
                                                    Business Asset Funding Corporation filed 9/16/00    
--------------------------------------------------------------------------------------------------------
                       Moore Co., NC                1.  File No.:     99-245                            
                                                        File Date:    2/9/99                            
                                                        Secured Pty:  First Union National Bank         
                                                        Collateral:   BLANKET LIEN                      

                                                    2.  File No.:     99-498                            
                                                        File Date:    3/18/99                           
                                                        Secured Pty:  First Union National Bank         
                                                        Collateral:   BLANKET LIEN                      
--------------------------------------------------------------------------------------------------------
                       Nash Co., NC                 1.  File No.: 99-691                                
                                                        File Date: 3/18/1999                            
                                                        Secured Party: First Union National Bank        
                                                        Collateral: BLANKET LIEN                        

                                                    2.  File No.: 001848                                
                                                        File Date: 7/27/2000                            
                                                        Secured Party: General Electric Capital         
                                                        Business Asset Funding Corporation              
                                                        Collateral: Specific Equipment                  
--------------------------------------------------------------------------------------------------------
                       New Hanover Co., NC          1.  File No.:     00B-0992                          
                                                        File Date:    7/26/00                           
                                                        Secured Pty:  Parrot Ice Financial, Inc.        
                                                        SierraCities.com Inc. (as Assignee)             
                                                        Collateral:   Specific Equipment                
                                                        Assignment to General Electric Capital          
                                                    Business Asset Funding Corporation filed 8/8/00     
--------------------------------------------------------------------------------------------------------
                       Onslow Co., NC               1.  File No.: 99-000429                             
                                                        File Date: 2/8/1999                             
                                                        Secured Party: First Union National Bank        
                                                        Collateral: BLANKET LIEN                        

                                                    2.  File No.: 2000-1768                             
                                                        File Date: 7/27/2000                            
                                                        Secured Party: General Electric Capital         
                                                        Business Asset Funding Corporation              
                                                        Collateral: Specific Equipment                  
--------------------------------------------------------------------------------------------------------
                       Orange Co., NC               1.  File No.:     99-181                            
                                                        File Date:    2/9/99                            
                                                        Secured Pty:  First Union National Bank         
                                                        Collateral:   BLANKET LIEN                      

                                                    2.  File No.:     99-370                            
                                                        File Date:    3/18/99                           
                                                        Secured Pty:  First Union National Bank         
                                                        Collateral:   BLANKET LIEN                      

                                                    3.  File No.:     2000-933                          
                                                        File Date:    7/26/00                           
                                                        Secured Pty:  Parrot Ice Financial, Inc.        

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                                                        SierraCities.com Inc. (as Assignee)             
                                                        Collateral:   Specific Equipment                
                                                        Assignment to General Electric Capital          
                                                    Business Asset Funding Corporation filed 8/7/00     
--------------------------------------------------------------------------------------------------------
                       Pasqutank Co., NC            1.  File No.:     38471                             
                                                        File Date:    3/18/99                           
                                                        Secured Pty:  First Union National Bank         
                                                        Collateral:   BLANKET LIEN                      
--------------------------------------------------------------------------------------------------------
                       Pitt Co., NC                 1.  File No.: 990378                                
                                                        File Date: 2/9/1999                             
                                                        Secured Party: First Union National Bank        
                                                        Collateral: BLANKET LIEN                        

                                                    2.  File No.: 0000-3036                             
                                                        File Date: 8/21/2000                            
                                                        Secured Party: General Electric Business        
                                                        Asset Funding Corporation                       
                                                        Collateral: Specific Equipment                  
--------------------------------------------------------------------------------------------------------
                       Randolph Co., NC             1.  File No.:     99-1863                           
                                                        File Date:    3/18/99                           
                                                        Secured Pty:  First Union National Bank         
                                                        Collateral:   BLANKET LIEN                      
--------------------------------------------------------------------------------------------------------
                       Richmond Co., NC             1.  File No.:     99-82                             
                                                        File Date:    2/9/99                            
                                                        Secured Pty:  First Union National Bank         
                                                        Collateral:   BLANKET LIEN                      

                                                    2.  File No.:     200906                            
                                                        File Date:    7/26/00                           
                                                        Secured Pty:  Parrot Ice Financial, Inc.        
                                                        SierraCities.com Inc. (as Assignee)             
                                                        Collateral:   Specific Equipment                
                                                        Assignment to General Electric Capital          
                                                    Business Asset Funding Corporation filed 8/7/00     
--------------------------------------------------------------------------------------------------------
                       Robeson Co., NC              1.  File No.:     99-761                            
                                                        File Date:    3/18/99                           
                                                        Secured Pty:  First Union National Bank         
                                                        Collateral:   BLANKET LIEN                      

                                                    2.  File No.:     00-2238                           
                                                        File Date:    8/8/00                            
                                                        Secured Pty:  Parrot Ice Financial, Inc.        
                                                        SierraCities.com Inc. (as Assignee)             
                                                        Collateral:   Specific Equipment                
                                                        Assignment to General Electric Capital          
                                                    Business Asset Funding Corporation filed 10/17/00   
--------------------------------------------------------------------------------------------------------
                       Rockingham Co., NC           1.  File No.: 99-197                                
                                                        File Date: 2/9/1999                             
                                                        Secured Party: First Union National Bank        
                                                        Collateral: BLANKET LIEN                        
--------------------------------------------------------------------------------------------------------
                       Rowan Co., NC                1.  File No.:     990146                            
                                                        File Date:    2/9/99                            
                                                        Secured Pty:  First Union National Bank         
                                                        Collateral:   BLANKET LIEN                      

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                                                    2.  File No.:     990284                            
                                                        File Date:    3/18/99                           
                                                        Secured Pty:  First Union National Bank         
                                                        Collateral:   BLANKET LIEN                      

                                                    3.  File No.:     2000-1420                         
                                                        File Date:    7/26/00                           
                                                        Secured Pty:  Parrot Ice Financial, Inc.        
                                                        SierraCities.com Inc. (as Assignee)             
                                                        Collateral:   Specific Equipment                
                                                        Assignment to General Electric Capital          
                                                    Business Asset Funding Corporation filed 8/7/00     
--------------------------------------------------------------------------------------------------------
                       Sampson Co., NC              1.  File No.: 99-401                                
                                                        File Date: 3/18/1999                            
                                                        Secured Party: First Union National Bank        
                                                        Collateral: BLANKET LIEN                        
--------------------------------------------------------------------------------------------------------
                       Stokes Co., NC               1.  File No.: 99-87                                 
                                                        File Date: 2/9/1999                             
                                                        Secured Party: First Union National Bank        
                                                        Collateral: BLANKET LIEN                        

                                                    2.  File No.: 99-0194                               
                                                        File Date: 3/18/1999                            
                                                        Secured Party: First Union National Bank        
                                                        Collateral: BLANKET LIEN                        
--------------------------------------------------------------------------------------------------------
                       Union Co., NC                1.  File No.:     9900706                           
                                                        File Date:    3/19/99                           
                                                        Secured Pty:  First Union National Bank         
                                                        Collateral:   BLANKET LIEN                      
--------------------------------------------------------------------------------------------------------
                       Wake Co., NC                 1.  File No.:     99000982                          
                                                        File Date:    2/9/99                            
                                                        Secured Pty:  First Union National Bank         
                                                        Collateral:   BLANKET LIEN                      

                                                    2.  File No.:     99002090                          
                                                        File Date:    3/18/99                           
                                                        Secured Pty:  First Union National Bank         
                                                        Collateral:   BLANKET LIEN                      

                                                    3.  File No.:     00005296                          
                                                        File Date:    7/26/00                           
                                                        Secured Pty:  Parrot Ice Financial, Inc.        
                                                        SierraCities.com Inc. (as Assignee)             
                                                        Collateral:   Specific Equipment                
                                                        Assignment to General Electric Capital          
                                                    Business Asset Funding Corporation filed 8/7/00     
--------------------------------------------------------------------------------------------------------
                       Watauga Co., NC              1.  File No.:     99-80                             
                                                        File Date:    2/9/99                            
                                                        Secured Pty:  First Union National Bank         
                                                        Collateral:   BLANKET LIEN                      

                                                    2.  File No.:     00-478                            
                                                        File Date:    7/26/00                           

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                                                        Secured Pty:  Parrot Ice Financial, Inc.        
                                                        SierraCities.com Inc. (as Assignee)             
                                                        Collateral:   Specific Equipment                
                                                        Assignment to General Electric Capital          
                                                    Business Asset Funding Corporation filed 8/7/00     
--------------------------------------------------------------------------------------------------------
                       Wayne Co., NC                1.  File No.: 1999-0379                             
                                                        File Date: 2/9/1999                             
                                                        Secured Party: First Union National Bank        
                                                        Collateral: BLANKET LIEN                        

                                                    2.  File No.: 2000-1974                             
                                                        File Date: 7/26/2000                            
                                                        Secured Party: General Electric Capital         
                                                        Business Asset Funding                          
                                                        Collateral: Specific Equipment                  
--------------------------------------------------------------------------------------------------------
                       Wilkes Co., NC               1.  File No.:     99-309                            
                                                        File Date:    3/18/99                           
                                                        Secured Pty:  First Union National Bank         
                                                        Collateral:   BLANKET LIEN                      
--------------------------------------------------------------------------------------------------------
                       Wilson Co., NC               1.  File No.: 99-0189                               
                                                        File Date: 2/9/1999                             
                                                        Secured Party: First Union National Bank        
                                                        Collateral: BLANKET LIEN                        

                                                    2.  File No.: 99-0355                               
                                                        File Date: 3/18/1999                            
                                                        Secured Party: First Union National Bank        
                                                        Collateral: BLANKET LIEN                        

                                                    3.  File No.: 000-0840                              
                                                        File Date: 7/26/2000                            
                                                        Secured Party: General Electric Capital         
                                                        Business Asset Funding Corporation              
                                                        Collateral: Specific Equipment                  
--------------------------------------------------------------------------------------------------------
                       South Carolina Secretary     1.  File No.: 145056A                               
                        of State                        File Date: 7/10/1998                            
                                                        Secured Party: First Union National Bank        
                                                        Collateral: BLANKET LIEN                        

                                                    2.  File No.: 132334A                               
                                                        File Date: 2/10/1999                            
                                                        Secured Party: First Union National Bank        
                                                        Collateral: BLANKET LIEN                        

                                                    3.  File No.: 125212A                               
                                                        File Date: 8/26/1999                            
                                                        Secured Party: First Union National Bank        
                                                        Collateral: BLANKET LIEN                        

                                                    4.  File No.: 125319A                               
                                                        File Date: 8/26/1999                            
                                                        Secured Party: First Union National Bank        
                                                        Collateral: BLANKET LIEN                        

                                                    5.  File No.: 114732A                               
                                                        File Date: 7/21/2000                            

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                                                        Secured Party: Parrot Ice Financial, Inc.       
                                                        Collateral: Specific Equipment                  
                                                        *Assigned to SierraCities.com Inc. #000815-     
                                                        111445A 8/15/2000                               
--------------------------------------------------------------------------------------------------------
                       Tennessee Secretary of       1.  File No.: 972-078920                            
                        State                           File Date: 10/8/1997                            
                                                        Secured Party: Hardin's-Sysco Food Services,    
                                                        Inc.                                            
                                                        Collateral: Specific Equipment                  

                                                    2.  File No.: 992-008984                            
                                                        File Date: 2/17/1999                            
                                                        Secured Party: First Union National Bank        
                                                        Collateral: BLANKET LIEN                        

                                                    3.  File No.: 100-000522                            
                                                        File Date: 7/25/2000                            
                                                        Secured Party: SierraCities.com Inc.            
                                                        Collateral: Specific Equipment                  
                                                        *Assigned to General Electric Capital Business  
                                                        Asset Funding Corporation #200-031754           
                                                        8/11/2000                                       
--------------------------------------------------------------------------------------------------------
                       Virginia Secretary of        1.  File No.: 9807107803                            
                        Commonwealth                    File Date: 7/10/1998                            
                                                        Secured Party: First Union National Bank        
                                                        Collateral: BLANKET LIEN                        

                                                    2.  File No.: 9902097821                            
                                                        File Date: 2/9/1999                             
                                                        Secured Party: First Union National Bank        
                                                        Collateral: BLANKET LIEN                        

                                                    3.  File No.: 9902107815                            
                                                        File Date: 2/10/1999                            
                                                        Secured Party: First Union National Bank        
                                                        Collateral: BLANKET LIEN                        

                                                    4.  File No.: 9903187871                            
                                                        File Date: 3/18/1999                            
                                                        Secured Party: First Union National Bank        
                                                        Collateral: BLANKET LIEN                        
--------------------------------------------------------------------------------------------------------
                       Nottowqay Co., VA            1.  File No.: 99-060                                
                                                        File Date: 3/19/1999                            
                                                        Secured Party: First Union National Bank        
                                                        Collateral: BLANKET LIEN                        
--------------------------------------------------------------------------------------------------------
                       Pittsylvania Co., VA         1.  File No.: 01 084                                
                                                        File Date: 2/1/2001                             
                                                        Secured Party: First Union National Bank        
                                                        Collateral: BLANKET LIEN                        
--------------------------------------------------------------------------------------------------------
                       Shenandoah Co., VA           1.  File No.: 99-000058                             
                                                        File Date: 3/18/1999                            
                                                        Secured Party: First Union National Bank        
                                                        Collateral: BLANKET LIEN                        
--------------------------------------------------------------------------------------------------------
R & H Maxxon,          South Carolina Secretary     1.  File No.: 1113135                               
Incorporated           of State                         File Date: 6/12/2002                            
                                                        Secured Party: First Union National Bank        

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                                                        Collateral: BLANKET LIEN                        
--------------------------------------------------------------------------------------------------------
Kangaroo, Inc.         Georgia Central Filing       1.  File No.: 069-1998-001225                       
                       Office                           File Date: 3/19/1998                            
                                                        Secured Party: Mellon First United Leasing      
                                                        Collateral: Specific Equipment                  

                                                    2.  File No.: 007-2000-009587                       
                                                        File Date: 8/15/2000                            
                                                        Secured Party: First Union National Bank        
                                                        Collateral: BLANKET LIEN (Barrow County)        

                                                    3.  File No.: 016-2000-001662                       
                                                        File Date: 8/15/2000                            
                                                        Secured Party: First Union National Bank        
                                                        Collateral: BLANKET LIEN (Bulloch County)       

                                                    4.  File No.: 029-2000-001305                       
                                                        File Date: 8/15/2000                            
                                                        Secured Party: First Union National Bank        
                                                        Collateral: BLANKET LIEN (Clarke County)        

                                                    5.  File No.: 042-1000-000465                       
                                                        File Date: 8/15/2000                            
                                                        Secured Party: First Union National Bank        
                                                        Collateral: BLANKET LIEN (Dawson County)        

                                                    6.  File No.: 075-2000-001540                       
                                                        File Date: 8/15/2000                            
                                                        Secured Party: First Union National Bank        
                                                        Collateral: BLANKET LIEN (Henry County)         

                                                    7.  File No.: 078-2000-000909                       
                                                        File Date: 8/15/2000                            
                                                        Secured Party: First Union National Bank        
                                                        Collateral: BLANKET LIEN (Jackson County)       

                                                    8.  File No.: 126-2000-001627                       
                                                        File Date: 8/15/2000                            
                                                        Secured Party: First Union National Bank        
                                                        Collateral: BLANKET LIEN (Spalding County)      

                                                    9.  File No.: 154-2000-000622                       
                                                        File Date: 8/15/2000                            
                                                        Secured Party: First Union National Bank        
                                                        Collateral: BLANKET LIEN (White County)         

                                                    10. File No.: 147-2000-000931                       
                                                        File Date: 8/15/2000                            
                                                        Secured Party: First Union National Bank        
                                                        Collateral: BLANKET LIEN (Walton County)        

                                                    11. File No.: 095-2000-000741                       
                                                        File Date: 8/15/2000                            
                                                        Secured Party: First Union National Bank        
                                                        Collateral: BLANKET LIEN (Madison County)       

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                                                    12. File No.: 076-2000-002570                       
                                                        File Date: 8/15/2000                            
                                                        Secured Party: First Union National Bank        
                                                        Collateral: BLANKET LIEN (Houston County)       

                                                    13. File No.: 069-2000-003667                       
                                                        File Date: 8/15/2000                            
                                                        Secured Party: First Union National Bank        
                                                        Collateral: BLANKET LIEN (Hall County)          

                                                    14. File No.: 068-2000-001590                       
                                                        File Date: 8/15/2000                            
                                                        Secured Party: First Union National Bank        
                                                        Collateral: BLANKET LIEN (Habersham County)     

                                                    15. File No.: 067-2000-009265                       
                                                        File Date: 8/16/2000                            
                                                        Secured Party: First Union National Bank        
                                                        Collateral: BLANKET LIEN (Gwinnett County)      
--------------------------------------------------------------------------------------------------------
                       North Carolina Secretary     1.  File No.: 20000081779                           
                       of State                         File Date: 8/14/2000                            
                                                        Secured Party: First Union National Bank        
                                                        Collateral: BLANKET LIEN                        
--------------------------------------------------------------------------------------------------------
Smokers Express        Florida Secretary of State   1.  File No.: 990000031154                          
                                                        File Date: 2/10/1999                            
                                                        Secured Party: First Union National Bank        
                                                        Collateral: BLANKET LIEN                        
--------------------------------------------------------------------------------------------------------
                       North Carolina Secretary     1.  File No.: 19990012923                           
                       of State                         File Date: 2/9/1999                             
                                                        Secured Party: First Union National Bank        
                                                        Collateral: BLANKET LIEN                        
                                                        *Partial Release #20000072566 4/5/2000          
--------------------------------------------------------------------------------------------------------
                       Chattam Co., NC              1.  File No.: 9900132                               
                                                        File Date: 2/9/1999                             
                                                        Secured Party: First Union National Bank        
                                                        Collateral: BLANKET LIEN                        
--------------------------------------------------------------------------------------------------------
                       Columbus Co., NC             1.  File No.: 99-175                                
                                                        File Date: 2/9/1999                             
                                                        Secured Party: First Union National Bank        
                                                        Collateral: BLANKET LIEN                        
--------------------------------------------------------------------------------------------------------
                       Cumberland Co., NC           1.  File No.: 99-727                                
                                                        File Date: 2/9/1999                             
                                                        Secured Party: First Union National Bank        
                                                        Collateral: BLANKET LIEN                        
--------------------------------------------------------------------------------------------------------
                       Durham Co., NC               1.  File No.: 99-298                                
                                                        File Date: 2/9/1999                             
                                                        Secured Party: First Union National Bank        
                                                        Collateral: BLANKET LIEN                        
--------------------------------------------------------------------------------------------------------
                       Guilford Co., NC             1.  File No.: 483462                                
                                                        File Date: 2/9/1999                             

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                                                        Secured Party: First Union National Bank        
                                                        Collateral: BLANKET LIEN                        
--------------------------------------------------------------------------------------------------------
                       Lee Co., NC                  1.  File No.: 99-209                                
                                                        File Date: 2/9/1999                             
                                                        Secured Party: First Union National Bank        
                                                        Collateral: BLANKET LIEN                        
--------------------------------------------------------------------------------------------------------
                       Moore Co., NC                1.  File No.: 99-245                                
                                                        File Date: 2/9/1999                             
                                                        Secured Party: First Union National Bank        
                                                        Collateral: BLANKET LIEN                        
--------------------------------------------------------------------------------------------------------
                       Nash Co., NC                 1.  File No.: 99-691                                
                                                        File Date: 3/18/1999                            
                                                        Secured Party: First Union National Bank        
                                                        Collateral: BLANKET LIEN                        
--------------------------------------------------------------------------------------------------------
                       New Hanover Co., NC          1.  File No.: 99A475                                
                                                        File Date: 2/9/1999                             
                                                        Secured Party: First Union National Bank        
                                                        Collateral: BLANKET LIEN                        
--------------------------------------------------------------------------------------------------------
                       Pitt Co., NC                 1.  File No.: 990378                                
                                                        File Date: 2/9/1999                             
                                                        Secured Party: First Union National Bank        
                                                        Collateral: BLANKET LIEN                        
--------------------------------------------------------------------------------------------------------
                       Wake Co., NC                 1.  File No.: 99000982                              
                                                        File Date: 2/9/1999                             
                                                        Secured Party: First Union National Bank        
                                                        Collateral: BLANKET LIEN                        
--------------------------------------------------------------------------------------------------------
                       Wayne Co., NC                1.  File No.: 1999-0379                             
                                                        File Date: 2/9/1999                             
                                                        Secured Party: First Union National Bank        
                                                        Collateral: BLANKET LIEN                        
--------------------------------------------------------------------------------------------------------
                       South Carolina Secretary     1.  File No.: 132334a                               
                       of State                         File Date: 2/10/1999                            
                                                        Secured Party: First Union National Bank        
                                                        Collateral: BLANKET LIEN                        
--------------------------------------------------------------------------------------------------------
Quick Stop             North Carolina Secretary     1.  File No.: 19980044344                           
                       of State                         File Date: 7/10/1998                            
                                                        Secured Party: First Union National Bank        
                                                        Collateral: BLANKET LIEN                        
                                                        *Partial Release #20000072564 7/20/2000         

                                                    2.  File No.: 19990029947                           
                                                        File Date: 3/26/1999                            
                                                        Secured Party: ORIX Credit Alliance Inc.        
                                                        Collateral: Lease                               
--------------------------------------------------------------------------------------------------------
                       Brunswick Co., NC            1.  File No.:     99-192                            
                                                        File Date:    2/9/99                            
                                                        Secured Pty:  First Union National Bank         
                                                        Collateral:   BLANKET LIEN                      
--------------------------------------------------------------------------------------------------------
                       Cabbarus Co., NC             1.  File No.:     990390                            
                                                        File Date:    2/10/99                           
                                                        Secured Pty:  First Union National Bank         
                                                        Collateral:   BLANKET LIEN                      
--------------------------------------------------------------------------------------------------------
                       Catawba Co., NC              1.  File No.: 990390                                
                                                        File Date: 2/10/1999                            
                                                        Secured Party: First Union National Bank        

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                                                        Collateral: BLANKET LIEN                        
--------------------------------------------------------------------------------------------------------
                       Cumberland Co., NC           1.  File No.:     99-727                            
                                                        File Date:    2/9/99                            
                                                        Secured Pty:  First Union National Bank         
                                                        Collateral:   BLANKET LIEN                      
--------------------------------------------------------------------------------------------------------
                       Harnett Co., NC              1.  File No.:     990328                            
                                                        File Date:    2/10/99                           
                                                        Secured Pty:  First Union National Bank         
                                                        Collateral:   BLANKET LIEN                      
--------------------------------------------------------------------------------------------------------
                       Hoke Co., NC                 1.  File No.:     99-52                             
                                                        File Date:    2/9/1999                          
                                                        Secured Party: First Union National Bank        
                                                        Collateral:   BLANKET LIEN                      
--------------------------------------------------------------------------------------------------------
                       Iredell Co., NC              1.  File No.:     99-264                            
                                                        File Date:    2/9/99                            
                                                        Secured Pty:  First Union National Bank         
                                                        Collateral:   BLANKET LIEN                      
--------------------------------------------------------------------------------------------------------
                       Lee Co., NC                  1.  File No.:     99-209                            
                                                        File Date:    2/9/99                            
                                                        Secured Pty:  First Union National Bank         
                                                        Collateral:   BLANKET LIEN                      
--------------------------------------------------------------------------------------------------------
                       Moore Co., NC                1.  File No.:     99-245                            
                                                        File Date:    2/9/99                            
                                                        Secured Pty:  First Union National Bank         
                                                        Collateral:   BLANKET LIEN                      
--------------------------------------------------------------------------------------------------------
                       New Hanover Co., NC          1.  File No.:     99A475                            
                                                        File Date:    2/9/99                            
                                                        Secured Pty:  First Union National Bank         
                                                        Collateral:   BLANKET LIEN                      
--------------------------------------------------------------------------------------------------------
                       Union Co., NC                1.  File No.:     9900706                           
                                                        File Date:    3/19/99                           
                                                        Secured Pty:  First Union National Bank         
                                                        Collateral:   BLANKET LIEN                      
--------------------------------------------------------------------------------------------------------
                       South Carolina Secretary     1.  File No.: 145056A                               
                       of State                         File Date: 7/10/1998                            
                                                        Secured Party: First Union National Bank        
                                                        Collateral:   BLANKET LIEN                      
--------------------------------------------------------------------------------------------------------
Zip Mart               North Carolina Secretary     1.  File No.: 19980044345                           
                       of State                         File Date: 7/10/1998                            
                                                        Secured Party: First Union National Bank        
                                                        Collateral:   BLANKET LIEN                      
                                                        *Partial Release #20000072565 7/20/2000         

                                                    2.  File No.: 19990012923                           
                                                        File Date: 2/9/1999                             
                                                        Secured Party: First Union National Bank        
                                                        Collateral: BLANKET LIEN                        
                                                        *Partial Release 20000072566 7/20/2000          
--------------------------------------------------------------------------------------------------------
                       Durham Co., NC               1.  File No.: 99-298                                
                                                        File Date: 2/9/1999                             
                                                        Secured Party: First Union National Bank        
                                                        Collateral: BLANKET LIEN                        
--------------------------------------------------------------------------------------------------------
                       Johnston Co., NC             1.  File No.: 99-0373                               
                                                        File Date: 2/9/1999                             
                                                        Secured Party: First Union National Bank        

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                                                        Collateral: BLANKET LIEN                        
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                       Lenior Co., NC               1.  File No.: 99-0291                               
                                                        File Date: 2/9/1999                             
                                                        Secured Party: First Union National Bank        
                                                        Collateral: BLANKET LIEN                        
--------------------------------------------------------------------------------------------------------
                       Nash Co., NC                 1.  File No.: 99-691                                
                                                        File Date: 3/18/1999                            
                                                        Secured Party: First Union National Bank        
                                                        Collateral: BLANKET LIEN                        
--------------------------------------------------------------------------------------------------------
                       Orange Co., NC               1.  File No.: 99-181                                
                                                        File Date: 2/9/1999                             
                                                        Secured Party: First Union National Bank        
                                                        Collateral: BLANKET LIEN                        
--------------------------------------------------------------------------------------------------------
                       Pitt Co., NC                 1.  File No.: 990378                                
                                                        File Date: 2/9/1999                             
                                                        Secured Party: First Union National Bank        
                                                        Collateral: BLANKET LIEN                        
--------------------------------------------------------------------------------------------------------
                       Wake Co., NC                 1.  File No.: 99000982                              
                                                        File Date: 2/9/1999                             
                                                        Secured Party: First Union National Bank        
                                                        Collateral: BLANKET LIEN                        
--------------------------------------------------------------------------------------------------------
                       Wayne Co., NC                1.  File No.: 379                                   
                                                        File Date: 2/9/1999                             
                                                        Secured Party: First Union National Bank        
                                                        Collateral: BLANKET LIEN                        
--------------------------------------------------------------------------------------------------------
                       Wilson Co., NC               1.  File No.: 99-0189                               
                                                        File Date: 2/9/1999                             
                                                        Secured Party: First Union National Bank        
                                                        Collateral: BLANKET LIEN                        
--------------------------------------------------------------------------------------------------------
                       Virginia Secretary of State  1.  File No.: 9807107803                            
                                                        File Date: 7/10/1998                            
                                                        Secured Party: First Union National Bank        
                                                        Collateral: BLANKET LIEN                        

                                                    2.  File No.: 9902097821                            
                                                        File Date: 2/9/1999                             
                                                        Secured Party: First Union National Bank        
                                                        Collateral: BLANKET LIEN                        

                                                    3.  File No.: 9902107815                            
                                                        File Date: 2/10/1999                            
                                                        Secured Party: First Union National Bank        
                                                        Collateral: BLANKET LIEN                        
--------------------------------------------------------------------------------------------------------
                       Greensville Co., VA          1.  File No.: 990021818                             
                                                        File Date: 2/10/1999                            
                                                        Secured Party: First Union National Bank        
                                                        Collateral: BLANKET LIEN                        

                                                    2.  File No.: 990021854                             
                                                        File Date: 3/18/1999                            
                                                        Secured Party: First Union National Bank        
                                                        Collateral: BLANKET LIEN                        
--------------------------------------------------------------------------------------------------------
                       Halifax Co., VA              1.  File No.: 48670                                 
                                                        File Date: 2/10/1999                            
                                                        Secured Party: First Union National Bank        

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                                                        Collateral: BLANKET LIEN                        
--------------------------------------------------------------------------------------------------------
                       Hanover Co., VA              1.  File No.: 99-141                                
                                                        File Date: 2/10/1999                            
                                                        Secured Party: First Union National Bank        
                                                        Collateral: BLANKET LIEN                        
--------------------------------------------------------------------------------------------------------
                       Mecklenburg Co., VA          1.  File No.: 99-55                                 
                                                        File Date: 2/9/1999                             
                                                        Secured Party: First Union National Bank        
                                                        Collateral: BLANKET LIEN                        
--------------------------------------------------------------------------------------------------------
                       Stafford Co., VA             1.  File No.: 990000167                             
                                                        File Date: 2/9/1999                             
                                                        Secured Party: First Union National Bank        
                                                        Collateral: BLANKET LIEN                        
--------------------------------------------------------------------------------------------------------
Express Stop           North Carolina Secretary     1.  File Date: 19990012923                          
                       of State                         File No.: 2/9/1999                              
                                                        Secured Party: First Union National Bank        
                                                        Collateral: BLANKET LIEN                        
                                                        *Partial Release filed #20000072566 4/5/2000    
--------------------------------------------------------------------------------------------------------
                       Brunswick Co., NC            1.  File No.: 99-192                                
                                                        File Date: 2/9/1999                             
                                                        Secured Party: First Union National Bank        
                                                        Collateral: BLANKET LIEN                        
--------------------------------------------------------------------------------------------------------
                       Columbus Co., NC             1.  File No.: 99-175                                
                                                        File Date: 2/9/1999                             
                                                        Secured Party: First Union National Bank        
                                                        Collateral: BLANKET LIEN                        
--------------------------------------------------------------------------------------------------------
                       Cumberland Co., NC           1.  File No.: 00-727                                
                                                        File Date: 2/9/1999                             
                                                        Secured Party: First Union National Bank        
                                                        Collateral: BLANKET LIEN                        
--------------------------------------------------------------------------------------------------------
                       South Carolina Secretary     1.  File No.: 132334A                               
                       of State                         File Date: 2/10/1999                            
                                                        Secured Party: First Union National Bank        
                                                        Collateral: BLANKET LIEN                        
--------------------------------------------------------------------------------------------------------
Etna                   North Carolina Secretary     1.  File No.: 19990026151                           
                       of State                         File Date: 3/18/1999                            
                                                        Secured Party: First Union National Bank        
                                                        Collateral: BLANKET LIEN                        
                                                        *Partial Release #20000072567 7/20/2000         
--------------------------------------------------------------------------------------------------------
                       Alamance Co., NC             1.  File No.: 99-0484                               
                                                        File Date: 3/18/1999                            
                                                        Secured Party: First Union National Bank        
                                                        Collateral: BLANKET LIEN                        
--------------------------------------------------------------------------------------------------------
                       Beaufort Co., NC             1.  File No.: 990249                                
                                                        File Date: 3/18/1999                            
                                                        Secured Party: First Union National Bank        
                                                        Collateral: BLANKET LIEN                        
--------------------------------------------------------------------------------------------------------
                       Bladen Co., NC               1.  File No.: 99-183                                
                                                        File Date: 3/18/1999                            
                                                        Secured Party: First Union National Bank        
                                                        Collateral: BLANKET LIEN                        
--------------------------------------------------------------------------------------------------------
                       Carteret Co., NC             1.  File No.: 99-292                                
                                                        File Date: 3/18/1999                            
                                                        Secured Party: First Union National Bank        
                                                        Collateral: BLANKET LIEN                        
--------------------------------------------------------------------------------------------------------

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                       Chatham Co., NC              1.  File No.: 9900252                               
                                                        File Date: 3/18/1999                            
                                                        Secured Party: First Union National Bank        
                                                        Collateral: BLANKET LIEN                        
--------------------------------------------------------------------------------------------------------
                       Columbus Co., NC             1.  File No.: 99-332                                
                                                        File Date: 3/18/1999                            
                                                        Secured Party: First Union National Bank        
                                                        Collateral: BLANKET LIEN                        
--------------------------------------------------------------------------------------------------------
                       Craven Co., NC               1.  File No.: 990429                                
                                                        File Date: 3/18/1999                            
                                                        Secured Party: First Union National Bank        
                                                        Collateral: BLANKET LIEN                        
--------------------------------------------------------------------------------------------------------
                       Cumberland Co., NC           1.  File No.: 99-1454                               
                                                        File Date: 3/18/1999                            
                                                        Secured Party: First Union National Bank        
                                                        Collateral: BLANKET LIEN                        
--------------------------------------------------------------------------------------------------------
                       Davidson Co., NC             1.  File No.: 99-849                                
                                                        File Date: 3/19/1999                            
                                                        Secured Party: First Union National Bank        
                                                        Collateral: BLANKET LIEN                        
--------------------------------------------------------------------------------------------------------
                       Duplin Co., NC               1.  File No.: 99-0532                               
                                                        File Date: 3/18/1999                            
                                                        Secured Party: First Union National Bank        
                                                        Collateral: BLANKET LIEN                        
--------------------------------------------------------------------------------------------------------
                       Durham Co., NC               1.  File No.: 99-600                                
                                                        File Date: 3/18/1999                            
                                                        Secured Party: First Union National Bank        
                                                        Collateral: BLANKET LIEN                        
--------------------------------------------------------------------------------------------------------
                       Forsyth Co., NC              1.  File No.: 230313                                
                                                        File Date: 3/18/1999                            
                                                        Secured Party: First Union National Bank        
                                                        Collateral: BLANKET LIEN                        
--------------------------------------------------------------------------------------------------------
                       Guilford Co., NC             1.  File No.: 484532                                
                                                        File Date: 3/18/1999                            
                                                        Secured Party: First Union National Bank        
                                                        Collateral: BLANKET LIEN                        
--------------------------------------------------------------------------------------------------------
                       Hertford Co., NC             1.  File No.: 99-239                                
                                                        File Date: 3/18/1999                            
                                                        Secured Party: First Union National Bank        
                                                        Collateral: BLANKET LIEN                        
--------------------------------------------------------------------------------------------------------
                       Iredell Co., NC              1.  File No.: 99-515                                
                                                        File Date: 3/18/1999                            
                                                        Secured Party: First Union National Bank        
                                                        Collateral: BLANKET LIEN                        
--------------------------------------------------------------------------------------------------------
                       Johnston Co., NC             1.  File No.: 99-745                                
                                                        File Date: 3/18/1999                            
                                                        Secured Party: First Union National Bank        
                                                        Collateral: BLANKET LIEN                        
--------------------------------------------------------------------------------------------------------
                       Lenior Co., NC               1.  File No.: 99-0524                               
                                                        File Date: 3/18/1999                            
                                                        Secured Party: First Union National bank        
                                                        Collateral: BLANKET LIEN                        
--------------------------------------------------------------------------------------------------------
                       Moore Co., NC                1.  File No.: 99-498                                
                                                        File Date: 3/18/1999                            
                                                        Secured Party: First Union National Bank        

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                                                        Collateral: BLANKET LIEN                        
--------------------------------------------------------------------------------------------------------
                       Nash Co., NC                 1.  File No.: 99-691                                
                                                        File Date: 3/18/1999                            
                                                        Secured Party: First Union National Bank        
                                                        Collateral: BLANKET LIEN                        
--------------------------------------------------------------------------------------------------------
                       Orange Co., NC               1.  File No.: 99-370                                
                                                        File Date: 3/18/1999                            
                                                        Secured Party: First Union National Bank        
                                                        Collateral: BLANKET LIEN                        
--------------------------------------------------------------------------------------------------------
                       Pasquatank Co., NC           1.  File No.: 38471                                 
                                                        File Date: 3/18/1999                            
                                                        Secured Party: First Union National Bank        
                                                        Collateral: BLANKET LIEN                        
--------------------------------------------------------------------------------------------------------
                       Randolph Co., NC             1.  File No.: 99-1863                               
                                                        File Date: 3/18/1999                            
                                                        Secured Party: First Union National Bank        
                                                        Collateral: BLANKET LIEN                        
--------------------------------------------------------------------------------------------------------
                       Rowan Co., NC                1.  File No.: 990284                                
                                                        File Date: 3/18/1999                            
                                                        Secured Party: First Union National Bank        
                                                        Collateral: BLANKET LIEN                        
--------------------------------------------------------------------------------------------------------
                       Stokes Co., NC               1.  File No.: 99-194                                
                                                        File Date: 3/18/1999                            
                                                        Secured Party: First Union National Bank        
                                                        Collateral: BLANKET LIEN                        
--------------------------------------------------------------------------------------------------------
                       Wake Co., NC                 1.  File No.: 99002090                              
                                                        File Date: 3/18/1999                            
                                                        Secured Party: First Union National Bank        
                                                        Collateral: BLANKET LIEN                        
--------------------------------------------------------------------------------------------------------
                       Wilkes Co., NC               1.  File No.: 99-309                                
                                                        File Date: 3/18/1999                            
                                                        Secured Party: First Union National bank        
                                                        Collateral: BLANKET LIEN                        
--------------------------------------------------------------------------------------------------------
                       Wilson Co., NC               1.  File No.: 99-0355                               
                                                        File Date: 3/18/1999                            
                                                        Secured Party: First Union National Bank        
                                                        Collateral: BLANKET LIEN                        
--------------------------------------------------------------------------------------------------------
                       Virginia Secretary of State  1.  File No.: 9903187871                            
                                                        File Date: 3/18/1999                            
                                                        Secured Party: First Union National Bank        
                                                        Collateral: BLANKET LIEN                        
--------------------------------------------------------------------------------------------------------
                       Nottoway Co., VA             1.  File No.: 99-060                                
                                                        File Date: 3/19/1999                            
                                                        Secured Party: First Union National bank        
                                                        Collateral: BLANKET LIEN                        
--------------------------------------------------------------------------------------------------------
                       Roanoke Co., VA              1.  File No.: 99-221                                
                                                        File Date: 3/18/1999                            
                                                        Secured Party: First Union National Bank        
                                                        Collateral: BLANKET LIEN                        
--------------------------------------------------------------------------------------------------------
                       Rockingham Co., VA           1.  File No.: 50357                                 
                                                        File Date: 3/18/1999                            
                                                        Secured Party: First Union National Bank        
                                                        Collateral: BLANKET LIEN                        
--------------------------------------------------------------------------------------------------------
                       Shenendoah Co., VA           1.  File No.: 99-000058                             

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                                                        File Date: 3/18/1999                             
                                                        Secured Party: First Union National Bank         
                                                        Collateral: BLANKET LIEN                         
-------------------------------------------------------------------------------------------------------- 
                       Wythe Co., VA                1.  File No.: 99-90                                  
                                                        File Date: 3/31/1999                             
                                                        Secured Party: First Union National Bank         
                                                        Collateral: BLANKET LIEN                         
-------------------------------------------------------------------------------------------------------- 
                       Forest Co., MS               1.  File No.: 94104                                  
                                                        File Date: 3/29/2001                             
                                                        Secured Party: GE Capital Business Asset Funding 
                                                        Collateral: Specific Equipment                   
-------------------------------------------------------------------------------------------------------- 
                       Harrison Co., MS (1st        1.  File No.: 01-1800                                
                       District)                        File Date: 3/29/2001                             
                                                        Secured Party: GE Capital Business Asset Funding 
                                                        Collateral: Specific Equipment                   
-------------------------------------------------------------------------------------------------------- 
                       Jackson Co., MS              1.  File No.: 01-01054                               
                                                        File Date: 3/29/2001                             
                                                        Secured Party: GE Capital Business Asset Funding 
                                                        Collateral: Specific Equipment                   
-------------------------------------------------------------------------------------------------------- 
                       Jones Co., MS (2nd           1.  File No.: 111,787                                
                       District)                        File Date: 3/29/2001                             
                                                        Secured Party: GE Capital Business Asset Funding 
                                                        Collateral: Specific Equipment                   
-------------------------------------------------------------------------------------------------------- 
                       Lauderdale Co., MS           1.  File No.: 01959                                  
                                                        File Date: 3/29/2001                             
                                                        Secured Party: GE Capital Business Assets Funding
                                                        Collateral: Specific Equipment                   
-------------------------------------------------------------------------------------------------------- 
                       Stone Co., MS                1.  File No.: 24041                                  
                                                        File Date: 4/4/2001                              
                                                        Secured Party: GE Capital Business Asset Funding 
                                                        Collateral: Specific Equipment                   
-------------------------------------------------------------------------------------------------------- 
Depot                  South Carolina Secretary     1.  File No.: 125319A                                
                       of State                         File Date: 8/26/1999                             
                                                        Secured Party: First Union National Bank         
                                                        Collateral: BLANKET LIEN                         
-------------------------------------------------------------------------------------------------------- 
                       Georgia Central Filing       1.  File No.: 1211999003404                          
                       Office                           File Date: 8/31/1999                             
                                                        Secured Party: First Union National Bank         
                                                        Collateral: BLANKET LIEN                         
-------------------------------------------------------------------------------------------------------- 
                       Warren Co., MS               1.  File No.: 14534                                  
                                                        File Date: 7/16/1999                             
                                                        Secured Party: Central Products, Inc. dba        
                                                        Central Restaurant Products                      
                                                        Collateral: Open Account                         
-------------------------------------------------------------------------------------------------------- 
Food Chief             South Carolina Secretary     1.  File No.: 125212A                                
                       of State                         File Date: 8/26/1999                             

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                                                        Secured Party: First Union National Bank        
                                                        Collateral: BLANKET LIEN                        
--------------------------------------------------------------------------------------------------------
Handy Way              Florida Secretary of State   1.  File No.: 990000031149                          
                                                        File Date: 2/10/1999                            
                                                        Secured Party: First Union National Bank        
                                                        Collateral: BLANKET LIEN                        
--------------------------------------------------------------------------------------------------------
Sprint                 Florida Secretary of State   1.  File No.: 99000031146                           
                                                        File Date: 2/10/1999                            
                                                        Secured Party: First Union National Bank        
                                                        Collateral: BLANKET LIEN                        
--------------------------------------------------------------------------------------------------------

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SCHEDULE 6.3

 INVESTMENTS

None.                                                                           

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SCHEDULE 6.4

CONTINGENT OBLIGATIONS

The Borrower has the following Surety Bonds outstanding:                        

                                                        [Enlarge/Download Table]

BOND #    OBLIGEE                        DESCRIPTION                           LIABILITY     
          -------                        -----------                           ---------     
                                                                                             
45017967  Jefferson Energy Cooperative   Bond in Lieu of Deposit               $     4,200.00
45017959  City of Rocky Mount            Bond in Lieu of Deposit Stores 3077,                
                                         3078, 3080, 3081,                     $    32,400.00
45017922  City of Russellville           Electric Plant Board-Bond in Lieu of                
                                         Deposit                               $     5,000.00
45017658  Liberty Mutual Fire Insurance  Financial Guarantee Bond              $    57,735.00
45017644  US Dept of Agriculture         Food Stamp Bond                       $     1,000.00
45017663  US Dept of Agriculture         Food Stamp Bond                       $     1,000.00
45017660  US Dept of Agriculture         Food Stamp Bond                       $     1,000.00
45017662  US Dept of Agriculture         Food Stamp Bond                       $     1,000.00
45017661  US Dept of Agriculture         Food Stamp Bond                       $     1,000.00
45017962  Florida Dept of Revenue        Fuel Tax Bond                         $     5,000.00
45017766  State of VA                    Fuel Tax Bond                         $   300,000.00
45017767  State of Louisana              Fuel Tax Bond                         $    10,000.00
45017666  Florida Dept of Revenue        Fuel Tax Bond                         $   100,000.00
45017919  State of Delaware              Gasoline Tax Bond                     $     3,000.00
45034724  NC Dept of Trans of Highway    Highway Encroachment Bond             $     1,500.00
45034716  NC Dept of Trans of Highway    Highway Encroachment Bond             $     1,500.00
45034746  NC Dept of Trans of Highway    Highway Encroachment Bond             $     1,000.00
45034760  NC Dept of Trans of Highway    Highway Encroachment Bond             $     1,000.00
45034784  NC Dept of Trans of Highway    Highway Encroachment Bond             $     1,000.00
45017633  State of VA - DOT              Land Use Bond                         $     2,500.00
45017844  State of Florida Dot           Motor Carrier Bond                    $     7,000.00
45017937  State of Maryland              Motor Fuel Dealer Bond                $    90,000.00
45017923  State of Georgia               Motor Fuel Distributor's Bond         $   110,000.00
45017966  State of NC                    Motor Fuel Tax                        $   250,000.00
45017984  State of S. Carolina           Motor Fuel Tax                        $ 2,000,000.00
45017996  Comm of Kentucky               Motor Fuels License Bond                            
                                         3084,3085,3087,3090,3096,3106         $   350,000.00
45034792  Town of Cary, NC               Perfomance Bond                       $    39,259.13
45017659  State of Tennessee             Petroleum Products and Alternative                  
                                         Fuels Bond                            $     3,000.00
45017957  State of Mississippi           Petroleum Products and Alternative                  
                                         Fuels Bond                            $   250,000.00
45017938  Santee Cooper S.C.             South Carolina Public                               
                                         Services-Utility Bond                 $   114,000.00
45017918  State of Delaware              Special Fuel Tax Bond                 $     5,000.00
45017835  State of Florida Dept of       Fuel Tax Bond                                       
          Revenue                                                              $   100,000.00
45017847  Tampa Electric                 Utility Service Guaranty Bond         $    12,000.00
45017675  Florida Power & Light          Utility Service Guaranty Bond         $   376,280.00
45017673  Withlacoochee River Electric   Utility Service Guaranty Bond         $    26,000.00
45017654  Central Georgia EMC            Utility Service Guaranty Bond         $     8,000.00
45017655  Water, Light & Gas             Utility Service Guaranty Bond         $     3,300.00
45017921  Murfreesboro Electric          Utility Service Guaranty Bond                       
          Department                                                           $     3,000.00
45017964  Southern Pine Electric         Utility Service Guaranty Bond         $    18,500.00
45017963  Pearl River Valley             Utility Service Guaranty Bond         $     9,150.00

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45017958  Broad Power Electric Company  Utility Service Guaranty Bond  $     5,006.00
45034584  Georgia Power Company         Utility Service Guaranty Bond  $    35,000.00
45017622  Canton Municipal Utilities    Utility Service Guaranty Bond  $     9,000.00
45017623  Entergy Mississippi           Utility Service Guaranty Bond  $   126,530.00
45017635  Mississippi Valley Gas        Utility Service Guaranty Bond  $     2,300.00
45017688  State of Louisana             Utility Service Guaranty Bond  $    20,000.00
45017768  City of Vicksburg             Utility Service Guaranty Bond  $     3,600.00
45017802  Yazoo City Public Utility     Utility Service Guaranty Bond  $     6,000.00
45017803  Coast Electric Store#3463     Utility Service Guaranty Bond  $     3,000.00
45017804  Coast Electric Store#3465     Utility Service Guaranty Bond  $     4,000.00
45017805  Coast Electric Store#3466     Utility Service Guaranty Bond  $     4,000.00
45017806  Coast Electric Store#3458     Utility Service Guaranty Bond  $     4,000.00
45017809  Entergy Louisiana             Utility Service Guaranty Bond  $    62,290.00
45017676  City of Leesburg              Utility Service Guaranty Bond  $     8,450.00
45017674  City of Jacksonville Beach    Utility Service Guaranty Bond  $    39,000.00
45017843  Florida Public Utilities      Utility Service Guaranty Bond  $    10,000.00
45017848  St Cloud Utility              Utility Service Guaranty Bond  $     3,000.00
45017956  Florida Power Corp            Utility Service Guaranty Bond  $   154,000.00
45017638  City of Williston             Utility Service Guaranty Bond  $     5,000.00
45017672  City of Green Cove Springs    Utility Service Guaranty Bond  $     6,210.00
45017671  Clay Electric Cooperative     Utility Service Guaranty Bond  $   101,400.00
45017670  City of Newberry              Utility Service Guaranty Bond  $     6,500.00
45017890  New Smyrna Beach              Utility Service Guaranty Bond  $     9,000.00
45034566  City of Orlando               Utility Service Guaranty Bond  $     2,050.00
45017669  Sumter Electric               Utility Service Guaranty Bond  $    33,000.00
                                                                       $ 4,967,660.13

The Company has assigned the following leases:                                  

LOCATION               LEASE ASSIGNED TO                                
--------               -----------------                                
St. Matthews, SC        Boxley Enterprises, Inc.                                
Gainesville, GA         Ranajung Sahni                                          
Hiram, GA               Hollis Petroleum, LLC                                   
Deland, FL              Al Jamal                                                
Orlando, FL             Boxley Enterprises, Inc.                                

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SCHEDULE 6.8-1

 EXISTING SALE AND LEASE-BACK TRANSACTIONS

STORE #    DATE         LESSOR/AMOUNT                                           
-------    ----         -------------                                           
#855       10/31/97     Harold Chastain - $650,000                              
#861       11/14/97     Harold Chastain - $1,000,000                            
#872       11/24/97     Margaret Heagerty - $633,109                            
#1301      3/7/99       Realty Income Corporation - $1,359,977.50               
#1302      3/7/99       Realty Income Corporation - $1,054,957.63               
#1303      3/7/99       Realty Income Corporation - $1,016,559.99               
#1304      3/7/99       Realty Income Corporation - $972,897.77                 
#1306      3/7/99       Realty Income Corporation - $850,435.12                 
#1307      3/7/99       Realty Income Corporation - $880,231.92                 
#1310      3/7/99       Realty Income Corporation - $1,321,662.70               
#1320      3/7/99       Realty Income Corporation - $869,930.62                 
#1321      3/7/99       Realty Income Corporation - $818,346.75                 
#3243      7/22/99      Realty Income Corporation - $800,000                    
#3244      7/22/99      Realty Income Corporation - $750,000                    
#3245      7/22/99      Realty Income Corporation - $950,000                    
#3248      7/22/99      Realty Income Corporation - $800,000                    
#3249      7/22/99      Realty Income Corporation - $850,000                    
#3250      7/22/99      Realty Income Corporation - $1,000,000                  
#3252      7/22/99      Realty Income Corporation - $900,000                    
#3253      7/22/99      Realty Income Corporation - $800,000                    
#3254      7/22/99      Realty Income Corporation - $1,200,000                  
#3256      7/22/99      Realty Income Corporation - $700,000                    
#3257      7/22/99      Realty Income Corporation - $925,000                    
#3258      7/22/99      Realty Income Corporation - $700,000                    
#3261      7/22/99      Realty Income Corporation - $1,000,000                  
#3262      7/22/99      Realty Income Corporation - $875,000                    
#3263      7/22/99      Realty Income Corporation - $1,100,000                  
#3264      7/22/99      Realty Income Corporation - $900,000                    
#3266      7/22/99      Realty Income Corporation - $600,000                    
#3267      7/22/99      Realty Income Corporation - $1,100,000                  
#3270      7/22/99      Realty Income Corporation - $650,000                    
#3271      7/22/99      Realty Income Corporation - $500,000                    
#3272      7/22/99      Realty Income Corporation - $1,100,000                  
#3273      7/22/99      Realty Income Corporation - $1,200,000                  
#3275      7/22/99      Realty Income Corporation - $850,000                    
#3276      7/22/99      Realty Income Corporation - $900,000                    
#3277      7/22/99      Realty Income Corporation - $850,000                    
#3280      7/22/99      Realty Income Corporation - $900,000                    
#3281      7/22/99      Realty Income Corporation - $700,000                    
#3282      7/22/99      Realty Income Corporation - $800,000                    
#3284      7/22/99      Realty Income Corporation - $1,100,000                  

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#3285      7/22/99      Realty Income Corporation - $1,250,000                  
#3286      7/22/99      Realty Income Corporation - $1,100,000                  
#3289      7/22/99      Realty Income Corporation - $1,100,000                  
#3290      7/22/99      Realty Income Corporation - $900,000                    
#3356      2/1/00       K. Martin Waters, Jr. - $648,140                        
#3357      2/1/00       K. Martin Waters, Jr. - $596,075                        
#3358      2/1/00       K. Martin Waters, Jr. - $585,957                        
#3359      2/1/00       K. Martin Waters, Jr. - $546,260                        
#3354      4/1/00       SMCO, LLC - $1,200,000                                  
#3314      5/8/00       Highland Park/Athens-Gainesville, LLC - $900,000        
#3346      5/8/00       Highland Park/Athens-Gainesville, LLC - $1,500,000      
#3322      6/1/00       MWH Properties, LLC - $1,200,000                        
#3350      6/1/00       MWH Properties, LLC - $1,000,000                        
#3377      7/21/00      1B Regency Parkway, LLC (Hilton Head, SC) - $800,000    
#941       8/22/00      Rachel, LLC - $907,000                                  
#3419      11/20/00     Waters Investments, Inc. - $500,000                     
#3442      12/21/00     M. K., LLC (Durham, NC) - $1,400,000                    
#3440      12/21/00     Petroleum Realty VI, LLC - $400,000                     
#3443      12/21/00     Petroleum Realty VI, LLC - $1,050,000                   
#3444      12/21/00     Petroleum Realty VI, LLC - $950,000                     
#3445      12/21/00     Petroleum Realty VI, LLC - $1,280,000                   
#3446      12/21/00     Petroleum Realty VI, LLC - $1,230,000                   
#3447      12/21/00     Petroleum Realty VI, LLC - $1,280,000                   
#3448      12/21/00     Petroleum Realty VI, LLC - $780,000                     
#3449      12/21/00     Petroleum Realty VI, LLC - $750,000                     
#3450      12/21/00     Petroleum Realty VI, LLC - $1,040,000                   
#3452      12/21/00     Petroleum Realty VI, LLC - $1,110,000                   
#3453      12/21/00     Petroleum Realty VI, LLC - $990,000                     
#3454      12/21/00     Petroleum Realty VI, LLC - $1,110,000                   
#3455      12/21/00     Petroleum Realty VI, LLC - $1,060,000                   
#3456      12/21/00     Petroleum Realty VI, LLC - $1,150,000                   
#3458      12/21/00     Petroleum Realty VI, LLC - $950,000                     
#3459      12/21/00     Petroleum Realty VI, LLC - $1,080,000                   
#3460      12/21/00     Petroleum Realty VI, LLC - $1,090,000                   
#3461      12/21/00     Petroleum Realty VI, LLC - $1,060,000                   
#3463      12/21/00     Petroleum Realty VI, LLC - $580,000                     
#3465      12/21/00     Petroleum Realty VI, LLC - $1,180,000                   
#3466      12/21/00     Petroleum Realty VI, LLC - $1,390,000                   
#3467      12/21/00     Petroleum Realty VI, LLC - $1,080,000                   
#3468      12/21/00     Petroleum Realty VI, LLC - $1,660,000                   
#3474      01/25/01     Realty Income Corporation - $1,200,000                  
#3480      01/25/01     Realty Income Corporation - $900,000                    
#3469      06/14/01     Carolina Magee, LLC - $1,400,000                        
#3355      01/24/02     LRD, LLC, Kingfisher Investments LLC, and Beach         
Brothers, LLC - $1,333,500      
#3438      03/13/02     Oates Oil Company - $2,067,025                          

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#3439      08/21/02     Oates Oil Company - $1,465,173                          
#6278      11/14/02     Shirley & James Andrews - $1,200,000                    

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SCHEDULE 6.8-2

PERMITTED SALE AND LEASE-BACK PROPERTIES

EXPECTED            
STORE #    BOOK VALUE      REIMBURSEMENTS                                       
1142      359,691.30        800,000.00                                    
6293    1,766,107.19      1,800,000.00                                    

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SCHEDULE 9.2

LENDERS' LENDING OFFICES

Credit Contact                          Operations Contact

Wachovia Bank, National Association      Wachovia Bank, National Association    
One Wachovia Center, TW-6                Charlotte Plaza                        
Charlotte, North Carolina  28288-0479    201 South College Street, CP-23        
Attention:  Mr. Douglas Boothe           Charlotte, North Carolina  28288-0680  
Telephone:  (704) 383-7553               Attention:  Syndication Agency Services
Facsimile:  (704) 374-6537               Telephone:  (704) 383-3721             
                            Facsimile:  (704) 383-0288

Wells Fargo Bank, N.A.                   Wells Fargo Bank, N.A.                 
333 S. Grand Avenue                      201 Third Street                       
9th Floor                                MAC A0187-081                          
Los Angeles, California 90071            San Francisco, California 94105        
Attention:  Michael St. Geme             Attention:  Teresa Leung               
Telephone:  (213) 253-7304               Telephone:  (415) 477-5424             
Facsimile:  (213) 253-9694               Facsimile:  (415) 979-0675             

Credit Industriel et Commercial          Credit Industriel et Commercial        
520 Madison Avenue                       520 Madison Avenue                     
37th Floor                               37th Floor                             
New York, New York 10022                 New York, New York 10022               
Attention:  Anthony Rock                 Attention:                             
Telephone:  (212) 715-4666               Telephone:  (212) 715-4541             
Facsimile:  (212) 715-4535               Facsimile:  (212) 715-4477             

Smoky River CDO, L.P.                    Smoky River CDO, L.P.                  
RBC Leveraged Capital                    JP Morgan Chase                        
One Liberty Plaza                        600 Travis Street                      
165 Broadway, 5th Floor                  Houston, TX 77002                      
New York, NY 10006                       Attention: Erica Lisbon                
Attention:  Melissa Marano               Phone:  (713) 216-3599                 
Phone:  (212) 858-8320                   Fax: (713) 216-6848                    
Fax:  (212) 858-8384                                                            

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 SCHEDULE 9.6(c)

FORM OF COMMITMENT TRANSFER SUPPLEMENT

COMMITMENT TRANSFER SUPPLEMENT

        Reference is made to the Amended and Restated Credit Agreement, dated as
of April __, 2003 (as amended, restated, supplemented or otherwise modified from
time to time, the "Credit Agreement"), among The Pantry, Inc. (the "Borrower"), 
the Domestic Subsidiaries of the Borrower from time to time party thereto       
(individually a "Guarantor" and collectively, the "Guarantors"), the Lenders    
from time to time party thereto and Wachovia Bank, National Association, as     
administrative agent (the "Administrative Agent"). Unless otherwise defined     
herein, terms defined in the Credit Agreement and used herein shall have the    
meanings given to them in the Credit Agreement.                                 

__________________________________ (the "Transferor Lender") and
_________________________ (the "Purchasing Lender") agree as follows:           

     1.      The Transferor Lender hereby irrevocably sells and assigns to
the Purchasing Lender without recourse to the Transferor Lender, and the        
Purchasing Lender hereby irrevocably purchases and assumes from the Transferor  
Lender without recourse to the Transferor Lender, as of the Transfer Effective  
Date (as defined below), in and to the Transferor Lender's rights and           
obligations under the Credit Agreement with respect to those credit facilities  
contained in the Credit Agreement as are set forth on Schedule 1 attached hereto
(individually an "Assigned Facility" and collectively, the "Assigned            
Facilities"), in a principal amount for each Assigned Facility as set forth on  
such Schedule 1 (collectively, the "Assigned Interest"), together with the      
Commitment Percentage corresponding to such principal amount.                   

     2.      The Transferor Lender (a) makes no representation or warranty
and assumes no responsibility with respect to any statements, warranties or     
representations made in or in connection with the Credit Agreement or with      
respect to the execution, legality, validity, enforceability, genuineness,      
sufficiency or value of the Credit Agreement, any other Credit Document or any  
other instrument or document furnished pursuant thereto, other than that the    
Transferor Lender is the legal and beneficial owner of the Assigned Interest and
that it has not created any adverse claim upon the interest being assigned by it
hereunder and that such interest is free and clear of any such adverse claim;   
(b) makes no representation or warranty and assumes no responsibility with      
respect to the financial condition of the Borrower, any Guarantor or any other  
obligor or the performance or observance by the Borrower, any Guarantor or any  
other obligor of any of their respective obligations under the Credit Agreement 
or any other Credit Document or any other instrument or document furnished      
pursuant hereto or thereto; and (c) attaches any Notes held by it evidencing the
Assigned Facilities and (i) requests that the Administrative Agent exchange the 
attached Note(s) for new Note(s) payable to the Purchasing Lender and (ii) if   
the Transferor Lender has retained any interest in the Assigned Facility,       
requests that the Administrative Agent exchange the attached Note(s) for new    
Note(s) payable to the Transferor Lender, in each case in amounts which reflect 
the assignment being made hereby (and after giving effect to any other          
assignments which have become effective on the Transfer Effective Date).        

    3.      The Purchasing Lender (a) represents and warrants that it is
legally authorized to enter into this Commitment Transfer Supplement; (b)       
confirms that it has received a copy of the                                     

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Credit Agreement, together with copies of the financial statements referred to  
in Section 3.3 thereof, the financial statements delivered pursuant to Section  
5.1 thereof, if any, and such other documents and information as it has deemed  
appropriate to make its own credit analysis and decision to enter into this     
Commitment Transfer Supplement; (c) agrees that it will, independently and      
without reliance upon the Transferor Lender, the Administrative Agent or any    
other Lender and based on such documents and information as it shall deem       
appropriate at the time, continue to make its own credit decisions in taking or 
not taking action under the Credit Agreement, the other Credit Documents or any 
other instrument or document furnished pursuant hereto or thereto; (d) appoints 
and authorizes the Administrative Agent to take such action as agent on its     
behalf and to exercise such powers and discretion under the Credit Agreement,   
the other Credit Documents or any other instrument or document furnished        
pursuant hereto or thereto as are delegated to the Administrative Agent by the  
terms thereof, together with such powers as are incidental thereto; and (e)     
agrees that it will be bound by the provisions of the Credit Agreement and will 
perform in accordance with its terms all the obligations which by the terms of  
the Credit Agreement are required to be performed by it as a Lender including,  
if it is organized under the laws of a jurisdiction outside the United States,  
its obligations pursuant to Section 2.19 of the Credit Agreement.               

       4.      The effective date of this Commitment Transfer Supplement shall
be ________ ___, ____ (the "Transfer Effective Date"). Following the execution  
of this Commitment Transfer Supplement, it will be delivered to the             
Administrative Agent and the Borrower for acceptance and recording by the       
Administrative Agent pursuant to the Credit Agreement and the consent of the    
Borrower to the extent required by the Credit Agreement, effective as of the    
Transfer Effective Date.                                                        

       5.      Upon such acceptance and recording, from and after the Transfer
Effective Date, the Administrative Agent shall make all payments in respect of  
the Assigned Interest (including payments of principal, interest, fees and other
amounts) to the Purchasing Lender whether such amounts have accrued prior to the
Transfer Effective Date or accrue subsequent to the Transfer Effective Date. The
Transferor Lender and the Purchasing Lender shall make all appropriate          
adjustments in payments by the Administrative Agent for periods prior to the    
Transfer Effective Date or, with respect to the making of this assignment,      
directly between themselves.                                                    

      6.      From and after the Transfer Effective Date, (a) the Purchasing
Lender shall be a party to the Credit Agreement and, to the extent provided in  
this Commitment Transfer Supplement, have the rights and obligations of a Lender
thereunder and under the other Credit Documents and shall be bound by the       
provisions thereof and (b) the Transferor Lender shall, to the extent provided  
in this Commitment Transfer Supplement, relinquish its rights and be released   
from its obligations under the Credit Agreement.                                

    7.      This Commitment Transfer Supplement shall be governed by and
construed in accordance with the laws of the State of New York.                 

  IN WITNESS WHEREOF, the parties hereto have caused this Commitment
Transfer Supplement to be executed as of the date first above written by their  
respective duly authorized officers on Schedule 1 hereto.                       

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SCHEDULE 1
 TO COMMITMENT TRANSFER SUPPLEMENT RELATING TO
THE AMENDED AND RESTATED CREDIT AGREEMENT,
 DATED AS OF APRIL __, 2003,
 AMONG
 THE PANTRY, INC.,
 THE GUARANTORS THERETO,
 THE LENDERS PARTY THERETO
 AND
WACHOVIA BANK, NATIONAL ASSOCIATION,
 AS ADMINISTRATIVE AGENT

Name of Transferor Lender:                                            

Name of Purchasing Lender:                                            

Transfer Effective Date of Assignment:                                

     Credit              Principal         Commitment Percentage
Facility Assigned   Amount Assigned   Assigned/22/    
     -----------------   ---------------   ---------------------

                          $______________   ____.________________%

     [NAME OF PURCHASING LENDER]                     [NAME OR TRANSFEROR LENDER]

By:                                     By:                           
         --------------------------              -------------------------------
Name:                                   Name:                         
           ------------------------               ------------------------------
Title:                                  Title:                        
            -----------------------                -----------------------------

Accepted:                               Consented to:                 

WACHOVIA BANK, NATIONAL ASSOCIATION,        THE PANTRY, INC.          
as Administrative Agent                                               

By:                                      By:                          
        ----------------------------             -------------------------------
Name:                                   Name:                         
           ------------------------                -----------------------------

----------                                                                      
/22/    Calculate the Commitment Percentage that is assigned to at least 10     
       decimal places and show as a percentage of the aggregate Commitments of
all Lenders.                                                    

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Title:                                  Title:                        
            -----------------------                 ----------------------------

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Dates Referenced Herein and Documents Incorporated by Reference

		Referenced-On Page
This ‘8-K’ Filing	Date	First	Last	Other Filings

	3/31/07	23	37
	12/31/06	37
	9/30/06	37
	6/30/06	36
	3/31/06	36	92
	12/31/05	36
	12/30/05	92
	9/30/05	36
	6/30/05	36		10-Q
	4/1/05	92
	3/31/05	36		10-Q, 10-Q/A, 4
	12/31/04	36	93
	12/30/04	46	93	10-Q, 10-Q/A
	9/30/04	36		10-K, 10-K/A, 8-K
	6/30/04	36
	6/25/04	92
	3/31/04	36		4, DEF 14A
	3/26/04	93
	3/25/04	93		10-Q, 10-Q/A
	12/31/03	36
	12/27/03	92
	9/30/03	36		4, 8-K
	6/30/03	36		4
Filed on / For Period End:	4/24/03
	4/14/03	1	6
	2/19/03	17
	12/26/02	60		10-Q
	10/2/02	128
	9/26/02	60	71	10-K
	8/10/01	183		4
	7/28/01	183
	7/27/01	183
	4/30/01	183
	6/1/99	183
	1/28/99	16		8-K, 8-K/A
	12/31/98	182
	7/2/98	183		8-K, 8-K/A
	3/29/98	128
	10/23/97	30	128	8-K
	10/1/97	183
	8/19/96	31		8-K
				List all Filings

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Filing Submission 0001021408-03-006468 – Alternative Formats (Word / Rich Text, HTML, Plain Text, et al.)

Pantry Inc – ‘8-K’ for 4/24/03 – EX-10.1

On: Thursday, 4/24/03, at 9:03am ET · For: 4/24/03 · Accession #: 1021408-3-6468 · File #: 0-25813

Previous ‘8-K’: ‘8-K’ on 3/6/03 for 3/3/03 · Next: ‘8-K’ on 7/31/03 for 7/24/03 · Latest: ‘8-K’ on / for 3/16/15

Current Report — Form 8-KFiling Table of Contents

EX-10.1 — Amended & Restated Credit AgreementExhibit Table of Contents

Dates Referenced Herein and Documents Incorporated by Reference

Current Report — Form 8-K
Filing Table of Contents

EX-10.1 — Amended & Restated Credit Agreement
Exhibit Table of Contents