Common use of Conditions Precedent to the Amendment Effective Date Clause in Contracts

Conditions Precedent to the Amendment Effective Date. The occurrence of the Amendment Effective Date is subject to the satisfaction of the following conditions precedent: (a) The Amendment Effective Date shall occur on or before July 31, 2005. (b) The Administrative Agent shall have received the following, each dated the Amendment Effective Date (unless otherwise specified), in form and substance satisfactory to the Administrative Agent (unless otherwise specified) and (except for the Notes) in sufficient copies for each Lender: (i) The Notes payable to the order of the Lenders, to the extent requested by any Lender pursuant to Section 2.15(a). (ii) An amended and restated security agreement in substantially the form of Exhibit D hereto (together with each other security agreement and security agreement supplement delivered pursuant to Section 5.01(j), in each case, as amended, the “Security Agreement”), duly executed by each Loan Party, together with: (A) written confirmation of receipt by the First Lien Collateral Agent of certificates representing the Pledged Shares referred to under the First Lien Security Agreement and the Security Agreement accompanied by undated stock powers executed in blank and instruments evidencing the Pledged Debt indorsed in blank, to be held by the First Lien Collateral Agent pursuant to the terms of the First Lien Security Agreement and otherwise in accordance with the Second Lien Intercreditor and Subordination Agreement, (B) written confirmation of receipt by the First Lien Collateral Agent of copies of the Assigned Agreements referred to in the Security Agreement, to be held by the First Lien Collateral Agent pursuant to the terms of the First Lien Security Agreement and otherwise in accordance with the Intercreditor and Subordination Agreements, and (C) evidence that all other action that the Administrative Agent may deem reasonably necessary or desirable in order to perfect and protect the liens and security interests created under the Security Agreement has been taken (including, without limitation, receipt of duly executed payoff letters, UCC-3 termination statements, landlords’, mortgagees’ and bailees’ waiver and consent agreements and account control and cash management agreements in form and substance satisfactory to the Administrative Agent) subject only to the prior Lien of the First Lien Collateral Agent and Permitted Liens and otherwise in accordance with the Second Lien Intercreditor and Subordination Agreement. (iii) The Intercreditor and Subordination Agreements in substantially the form of Exhibits E-1 and E-2 hereto, duly executed by each of the parties thereto. (iv) Certified copies of the resolutions of the Board of Directors of each Loan Party approving the Transactions and each Loan Document to which it is or is to be a party, and of all documents evidencing other necessary corporate action with respect to the Transactions and each Loan Document to which it is or is to be a party. (v) A copy of a certificate of the Secretary of State of the jurisdiction of incorporation of each Loan Party, dated reasonably near the date of the Amendment Effective Date, certifying (A) as to a true and correct copy of the charter of such Loan Party and each amendment thereto on file in such Secretary’s office and (B) that (1) such amendments are the only amendments to such Loan Party’s charter on file in such Secretary’s office, (2) to the extent that the Secretary of State of the applicable jurisdiction of incorporation provides such a certification, such Loan Party has paid all franchise taxes to the date of such certificate and (C) such Loan Party is duly incorporated and in good standing or presently subsisting under the laws of the State of the jurisdiction of its incorporation. (vi) A copy of a certificate of the Secretary of State in each jurisdiction in which each Loan Party is qualified to do business, dated reasonably near the date of the Amendment Effective Date, stating that such Loan Party is duly qualified and in good standing as a foreign corporation in such State and has filed all annual reports required to be filed to the date of such certificate, except where the failure to be so qualified and in good standing does not have a Material Adverse Effect. (vii) A certificate of each Loan Party, signed on behalf of such Loan Party by its President or a Vice President and its Secretary or any Assistant Secretary, dated the Amendment Effective Date (the statements made in which certificate shall be true on and as of the Amendment Effective Date), certifying as to (A) the absence of any amendments to the charter of such Loan Party since the date of the Secretary of State’s certificate referred to in Section 3.01(b)(v), (B) a true and correct copy of the bylaws of such Loan Party as in effect on the date on which the resolutions referred to in Section 3.01(b)(iv) were adopted and on the Amendment Effective Date, (C) the due incorporation and good standing or valid existence of such Loan Party as a corporation organized under the laws of the jurisdiction of its incorporation, and the absence of any proceeding for the dissolution or liquidation of such Loan Party, (D) the truth of the representations and warranties contained in the Loan Documents as though made on and as of the Amendment Effective Date, (E) the absence of any event occurring and continuing, or resulting from entering into this Agreement, that constitutes a Default and (F) the absence of any event occurring and continuing that constitutes a Default (as defined in the Existing Second Lien Credit Agreement) under the Existing Second Lien Credit Agreement or a statement as to such Default and a reasonably detailed description thereof. (viii) A certificate of the Secretary or an Assistant Secretary of each Loan Party certifying the names and true signatures of the officers of such Loan Party authorized to sign each Loan Document to which it is or is to be a party and the other documents to be delivered hereunder and thereunder. (ix) Evidence of insurance naming the Collateral Agent as additional insured and loss payee with such responsible and reputable insurance companies or associations and evidence of directors’ and officers’ liability insurance naming the individuals who are elected to the board of directors of the Parent as additional insured and loss payees with such responsible and reputable insurance companies or associations. (x) Favorable opinions of counsel for the Loan Parties, in substantially the form of Exhibit G hereto and as to such other matters as any Lender through the Administrative Agent may reasonably request. (c) There shall exist no action, suit, investigation, litigation or proceeding affecting any Loan Party or any of its Subsidiaries pending or threatened before any court, governmental agency or arbitrator that (i) could reasonably be expected to have a Material Adverse Effect other than the matters described on Schedule 4.01(f) hereto (the “Disclosed Litigation”). (d) All governmental and third party consents and approvals set forth on Part I of Schedule 4.01(d) in connection with the Transactions shall have been obtained (without the imposition of any conditions that are not reasonably acceptable to the Lenders) and shall remain in effect (other than any consents and approvals the absence of which, either individually or in the aggregate, would not have a Material Adverse Effect); all applicable waiting periods in connection with the Transactions shall have expired without any action being taken by any competent authority (other than any action which either individually or in the aggregate with all such actions would not reasonably be expected to have a Material Adverse Effect), and no law or regulation shall be applicable in the reasonable judgment of the Lenders, in each case that restrains, prevents or imposes materially adverse conditions upon the Transactions or the rights of the Loan Parties or their Subsidiaries freely to transfer or otherwise dispose of, or to create any Lien on, any properties now owned or hereafter acquired by any of them. (e) All Pre-Amendment Information shall be true, correct and complete in all material aspects as of the dates specified therein, and no additional information shall have come to the attention of the Loan Parties that could reasonably be expected to have a Material Adverse Effect. (f) Evidence that all obligations owing under the Existing First Lien Credit Agreement (and the other Loan Documents referred to therein) have been repaid or will be repaid concurrently with the consummation of the Transactions and all security interests granted in connection therewith have been terminated and released. (g) The Borrower shall have paid (or made provision therefor in a manner reasonably satisfactory to the Agents) all reasonable and documented costs and expenses of the Administrative Agent (including the reasonable and documented fees and expenses of legal counsel and financial advisors to the Administrative Agent) and the Lenders. (h) The Lenders shall be reasonably satisfied that (i) the Parent and its Subsidiaries will be able to meet their respective obligations under all employee and retiree welfare plans, (ii) the employee benefit plans of the Parent and its ERISA Affiliates are, in all material respects, funded in accordance with the minimum statutory requirements, (iii) no “reportable event” (as defined in ERISA, but excluding events for which reporting has been waived) has occurred as to any such employee benefit plan and (iv) no termination of, or withdrawal from, any such employee benefit plan has occurred or is contemplated that could reasonably be expected to result in a material liability. (i) The parties shall have executed and delivered the First Lien Loan Documents which shall be in form and substance reasonably acceptable to the Lenders. (j) The parties shall have executed and delivered the New Third Lien Documents, in form and substance reasonably acceptable to the Lenders, and the New Third Lien Lenders shall have advanced to the Loan Parties an aggregate principal amount not less than $30,000,000 pursuant to the New Third Lien Documents. (k) The Third Lien Lenders under the Original Third Lien Credit Agreement shall have approved this Agreement, which approval shall be in form and substance reasonably acceptable to the Lenders. (l) The obligations under the Original Third Lien Credit Agreement shall have been exchanged for New Third Lien Notes pursuant to the Exchange Agreement and no amount of New Third Lien Notes greater than the sum of (x) $50,000,000 and (y) the aggregate amount of capitalized PIK interest on the Existing Third Lien Notes through the Amendment Effective Date shall be outstanding immediately after the occurrence of the Amendment Effective Date. (m) The parties shall have executed and delivered the New Warrants, in form and substance reasonably acceptable to the Lenders and registered in such names as shall be satisfactory to the New Third Lien Lenders, and the issuance of such New Warrants shall not have triggered any preemptive rights of holders of the Loan Parties’ outstanding securities, or such rights shall have been waived to the satisfaction of the Lenders. (n) The Administrative Agent shall have received the unaudited Consolidated balance sheet of the Loan Parties as at March 31, 2005, and the related Consolidated statement of income and Consolidated statement of cash flows of the Loan Parties for the month then ended and the Projections certified by the Chief Executive Officer and Chief Financial Officer of the Parent as having been prepared in good faith on the basis of the assumptions stated therein, which assumptions were fair in light of the conditions existing at the time of delivery of such information. (o) There shall have been no Material Adverse Change since December 31, 2004, it being understood that the events set forth on Schedule 4.01(o) hereto shall not be deemed to constitute a Material Adverse Change. (p) The Loan Parties shall have delivered to the Agent favorable opinions, in form and substance satisfactory to the Administrative Agent, of counsel to those Subsidiary Guarantors organized in Alabama, North Carolina and Virginia. (q) The Administrative Agent shall have received an officer’s certificate duly executed by the Chief Financial Officer of the Borrower in substantially the form of Exhibit F hereto (a “Solvency Certificate”) (i) to the effect that the Parent and its Subsidiaries shall be Solvent upon the consummation of the transactions contemplated herein (including the transactions contemplated by the First Lien Loan Documents and the New Third Lien Documents); and (ii) containing such other statements with respect to the solvency of the Parent and its Subsidiaries and matters related thereto as the Administrative Agent or the Lenders shall request.

Conditions Precedent to the Amendment Effective Date. The occurrence of This Amendment shall become effective on the date (such date, the “Amendment Effective Date is subject to the satisfaction of Date”) that the following conditions precedenthave been satisfied: (a) The Administrative Agent shall have received executed counterparts of this Amendment Effective Date shall occur on or before July 31from (i) Lenders collectively constituting at least the Applicable Required Lenders, 2005.(ii) the Administrative Agent, (iii) the Borrower and (iv) each other Loan Party; (b) The Administrative Agent shall have received the following, each dated the Amendment Effective Date (unless otherwise specified), in form and substance satisfactory to the Administrative Agent (unless otherwise specified) and (except for the Notes) in sufficient copies for each Lender: (i) The Notes payable to the order of the Lenders, to the extent requested by any Lender pursuant to Section 2.15(a). (ii) An amended and restated security agreement in substantially the form of Exhibit D hereto (together with each other security agreement and security agreement supplement delivered pursuant to Section 5.01(j), in each case, as amended, the “Security Agreement”), duly executed by each Loan Party, together with: (A) written confirmation of receipt by the First Lien Collateral Agent of certificates representing the Pledged Shares referred to under the First Lien Security Agreement and the Security Agreement accompanied by undated stock powers executed in blank and instruments evidencing the Pledged Debt indorsed in blank, to be held by the First Lien Collateral Agent pursuant to the terms of the First Lien Security Agreement and otherwise in accordance with the Second Lien Intercreditor and Subordination Agreement, (B) written confirmation of receipt by the First Lien Collateral Agent of copies of the Assigned Agreements referred to in the Security Agreement, to be held by the First Lien Collateral Agent pursuant to the terms of the First Lien Security Agreement and otherwise in accordance with the Intercreditor and Subordination Agreements, and (C) evidence that all other action that the Administrative Agent may deem reasonably necessary or desirable in order to perfect and protect the liens and security interests created under the Security Agreement has been taken (including, without limitation, receipt of duly executed payoff letters, UCC-3 termination statements, landlords’, mortgagees’ and bailees’ waiver and consent agreements and account control and cash management agreements in form and substance satisfactory to the Administrative Agent) subject only to the prior Lien of the First Lien Collateral Agent and Permitted Liens and otherwise in accordance with the Second Lien Intercreditor and Subordination Agreement. (iii) The Intercreditor and Subordination Agreements in substantially the form of Exhibits E-1 and E-2 hereto, duly executed by each of the parties thereto. (iv) Certified copies of the resolutions of the Board of Directors of each Loan Party approving the Transactions and each Loan Document to which it is or is to be a party, and of all documents evidencing other necessary corporate action with respect to the Transactions and each Loan Document to which it is or is to be a party. (v) A copy of a certificate of the Secretary of State of the jurisdiction of incorporation of each Loan Partycertificate, dated reasonably near the date of the Amendment Effective Date, certifying (A) as to a true and correct copy of the charter of such Loan Party and each amendment thereto on file in such Secretary’s office and (B) that (1) such amendments are the only amendments to such Loan Party’s charter on file in such Secretary’s office, (2) to the extent that the Secretary of State of the applicable jurisdiction of incorporation provides such a certification, such Loan Party has paid all franchise taxes to the date of such certificate and (C) such Loan Party is duly incorporated and in good standing or presently subsisting under the laws of the State of the jurisdiction of its incorporation. (vi) A copy of a certificate of the Secretary of State in each jurisdiction in which each Loan Party is qualified to do business, dated reasonably near the date of the Amendment Effective Date, stating that such Loan Party is duly qualified and in good standing as a foreign corporation in such State and has filed all annual reports required to be filed to the date of such certificate, except where the failure to be so qualified and in good standing does not have a Material Adverse Effect. (vii) A certificate of each Loan Party, signed on behalf of such Loan Party by its President or a Vice President and its Secretary or any Assistant Secretary, dated the Amendment Effective Date (the statements made in which certificate shall be true on and as of the Amendment Effective Date), certifying as to (A) the absence of any amendments to the charter of such Loan Party since the date of the Secretary of State’s certificate referred to in Section 3.01(b)(v), (B) a true and correct copy of the bylaws of such Loan Party as in effect on the date on which the resolutions referred to in Section 3.01(b)(iv) were adopted and on the Amendment Effective Date, (C) the due incorporation and good standing or valid existence of such Loan Party as a corporation organized under the laws of the jurisdiction of its incorporation, and the absence of any proceeding for the dissolution or liquidation of such Loan Party, (D) the truth of the representations and warranties contained in the Loan Documents as though made on and as of the Amendment Effective Date, from a Responsible Officer of the Borrower, certifying that (Ei) the absence of any event occurring and continuing, or resulting from entering into this Agreement, that constitutes a Default and (F) the absence of any event occurring and continuing that constitutes a Default Minimum Liquidity Closing Condition (as defined in the Existing Second Lien Credit AgreementTSA) under is satisfied (or will be satisfied upon consummation of the Existing Second Lien Credit Agreement or a statement as to such Default Exchange Transactions), and attaching a reasonably detailed description thereof. calculation evidencing the same and (viiiii) A certificate of after giving effect to this Amendment, the Secretary or an Assistant Secretary of each Exchange Transactions and any other transaction contemplated by this Amendment, the Accelerated Maturity Date (as defined in the 2016 Term Loan Party certifying the names and true signatures of the officers of such Loan Party authorized to sign each Loan Document to which it is or is to be a party and the other documents to be delivered hereunder and thereunder. (ixAgreement) Evidence of insurance naming the Collateral Agent as additional insured and loss payee with such responsible and reputable insurance companies or associations and evidence of directors’ and officers’ liability insurance naming the individuals who are elected to the board of directors of the Parent as additional insured and loss payees with such responsible and reputable insurance companies or associations. (x) Favorable opinions of counsel for the Loan Parties, in substantially the form of Exhibit G hereto and as to such other matters as any Lender through the Administrative Agent may reasonably request.shall not have occurred; (c) There shall exist no action, suit, investigation, litigation or proceeding affecting any Loan Party or any of its Subsidiaries pending or threatened before any court, governmental agency or arbitrator that (i) could reasonably be expected to have a Material Adverse Effect other than the matters described on Schedule 4.01(f) hereto (the “Disclosed Litigation”). (d) All governmental and third party consents and approvals set forth on Part I of Schedule 4.01(d) in connection with the Transactions shall have been obtained (without the imposition of any conditions that are not reasonably acceptable to the Lenders) and shall remain in effect (other than any consents and approvals the absence of which, either individually or in the aggregate, would not have a Material Adverse Effect); all applicable waiting periods in connection with the Transactions shall have expired without any action being taken by any competent authority (other than any action which either individually or in the aggregate with all such actions would not reasonably be expected to have a Material Adverse Effect), and no law or regulation shall be applicable in the reasonable judgment of the Lenders, in each case that restrains, prevents or imposes materially adverse conditions upon the Transactions or the rights of the Loan Parties or their Subsidiaries freely to transfer or otherwise dispose of, or to create any Lien on, any properties now owned or hereafter acquired by any of them. (e) All Pre-Amendment Information shall be true, correct and complete in all material aspects as of the dates specified therein, and no additional information shall have come to the attention of the Loan Parties that could reasonably be expected to have a Material Adverse Effect. (f) Evidence that all obligations owing under the Existing First Lien Credit Agreement (and the other Loan Documents referred to therein) have been repaid or will be repaid concurrently with the consummation of the Transactions and all security interests granted in connection therewith have been terminated and released. (g) The Borrower shall have paid (or made provision therefor in a manner reasonably satisfactory i) the fees payable pursuant to the AgentsSection 4 hereof, (ii) all reasonable and documented costs fees, disbursements and expenses other charges of Xxxx Xxxxxxxx LLP, counsel for the Administrative Agent Agent, and (including the iii) all reasonable and documented fees fees, disbursements and expenses other charges of legal Xxxxx Xxxx & Xxxxxxxx LLP, counsel and financial advisors to the Administrative Agent) and for an ad hoc group of certain of the Lenders. (h) The Lenders shall be reasonably satisfied that (i) the Parent and its Subsidiaries will be able to meet their respective obligations under all employee and retiree welfare plans, (ii) the employee benefit plans of the Parent and its ERISA Affiliates are), in all material respectseach case, funded in accordance with the minimum statutory requirements, (iii) no “reportable event” (as defined in ERISA, but excluding events for which reporting has been waived) has occurred as to any such employee benefit plan and (iv) no termination of, or withdrawal from, any such employee benefit plan has occurred or is contemplated that could reasonably be expected to result in a material liability. (i) The parties shall have executed and delivered the First Lien Loan Documents which shall be in form and substance reasonably acceptable to the Lenders. (j) The parties shall have executed and delivered the New Third Lien Documents, in form and substance reasonably acceptable to the Lenders, and the New Third Lien Lenders shall have advanced to the Loan Parties an aggregate principal amount not less than $30,000,000 pursuant to the New Third Lien Documents. (k) The Third Lien Lenders under the Original Third Lien Credit Agreement shall have approved this Agreement, which approval shall be in form and substance reasonably acceptable to the Lenders. (l) The obligations under the Original Third Lien Credit Agreement shall have been exchanged for New Third Lien Notes pursuant to the Exchange Agreement and no amount of New Third Lien Notes greater than the sum of (x) $50,000,000 and (y) the aggregate amount of capitalized PIK interest on the Existing Third Lien Notes through the Amendment Effective Date shall be outstanding immediately after and, in the occurrence case of (ii) and (iii) if invoiced at least three (3) Business Days prior to the Amendment Effective Date.; (m) The parties shall have executed and delivered the New Warrants, in form and substance reasonably acceptable to the Lenders and registered in such names as shall be satisfactory to the New Third Lien Lenders, and the issuance of such New Warrants shall not have triggered any preemptive rights of holders of the Loan Parties’ outstanding securities, or such rights shall have been waived to the satisfaction of the Lenders. (n) The Administrative Agent shall have received the unaudited Consolidated balance sheet of the Loan Parties as at March 31, 2005, and the related Consolidated statement of income and Consolidated statement of cash flows of the Loan Parties for the month then ended and the Projections certified by the Chief Executive Officer and Chief Financial Officer of the Parent as having been prepared in good faith on the basis of the assumptions stated therein, which assumptions were fair in light of the conditions existing at the time of delivery of such information. (o) There shall have been no Material Adverse Change since December 31, 2004, it being understood that the events set forth on Schedule 4.01(o) hereto shall not be deemed to constitute a Material Adverse Change. (p) The Loan Parties shall have delivered to the Agent favorable opinions, in form and substance satisfactory to the Administrative Agent, of counsel to those Subsidiary Guarantors organized in Alabama, North Carolina and Virginia. (qd) The Administrative Agent shall have received an officer’s certificate duly executed by the Chief Financial Officer legal opinion of the Borrower in substantially the form of Exhibit F hereto (a “Solvency Certificate”) (i) Xxxx, Weiss, Rifkind, Xxxxxxx & Xxxxxxxx LLP, special New York counsel to the effect that the Parent and its Subsidiaries shall be Solvent upon the consummation of the transactions contemplated herein Loan Parties (including the transactions contemplated by the First Lien Loan Documents and the New Third Lien Documents); and (ii) containing such other statements with respect to the solvency of the Parent no conflicts) in form and its Subsidiaries and matters related thereto as substance reasonably satisfactory to the Administrative Agent Agent; and (e) The Exchange Transactions shall have been, or substantially concurrently with the Lenders effectiveness of this Amendment shall requestbe, consummated. For purposes of determining compliance with the conditions specified in this Section 6, each Consenting Lender that has signed this Amendment shall be deemed to have consented to, approved or accepted or to be satisfied with, each document or other matter required hereunder to be consented to or approved by or acceptable or satisfactory to a Lender.

Conditions Precedent to the Amendment Effective Date. The occurrence This Amended and Restated Agreement shall become effective as of the first Business Day (the “Amendment Effective Date is subject to the satisfaction Date”) on which each of the following conditions precedentprecedent have been satisfied, or waived by each Subsequent Advance Lender hereunder: (a) The Amendment Effective Date shall occur on or before July 31, 2005. (b) The Administrative Agent and each Subsequent Advance Lender shall have received each of the followingfollowing documents, duly executed, in each dated the Amendment Effective Date (unless otherwise specified)case, in form and substance reasonably satisfactory to the Administrative Agent (unless otherwise specified) and (except for the Notes) in sufficient copies for each Lenderof Subsequent Advance Lenders: (i) The Notes payable duly executed counterparts of (A) this Amended and Restated Agreement, (B) the Fee Letter (as amended and restated) and (C) the amendment to the order Parent Agreement in the form of Exhibit E-2 hereto, each dated as of the Lenders, to the extent requested by any Lender pursuant to Section 2.15(a).Amendment Effective Date; (ii) An amended and restated security agreement in substantially the form of Exhibit D hereto (together with each other security agreement and security agreement supplement delivered pursuant to Section 5.01(j), in each case, as amended, the “Security Agreement”), duly executed by each Loan Party, together with: (A) written confirmation of receipt by the First Lien Collateral Agent of certificates representing the Pledged Shares referred to under the First Lien Security Agreement and the Security Agreement accompanied by undated stock powers executed in blank and instruments evidencing the Pledged Debt indorsed in blank, to be held by the First Lien Collateral Agent pursuant to the terms of the First Lien Security Agreement and otherwise in accordance with the Second Lien Intercreditor and Subordination Agreement, (B) written confirmation of receipt by the First Lien Collateral Agent of copies of the Assigned Agreements referred to in the Security Agreement, to be held by the First Lien Collateral Agent pursuant to the terms of the First Lien Security Agreement and otherwise in accordance with the Intercreditor and Subordination Agreements, and (C) evidence that all other action that the Administrative Agent may deem reasonably necessary or desirable in order to perfect and protect the liens and security interests created under the Security Agreement has been taken (including, without limitation, receipt of duly executed payoff letters, UCC-3 termination statements, landlords’, mortgagees’ and bailees’ waiver and consent agreements and account control and cash management agreements in form and substance satisfactory to the Administrative Agent) subject only to the prior Lien of the First Lien Collateral Agent and Permitted Liens and otherwise in accordance with the Second Lien Intercreditor and Subordination Agreement. (iii) The Intercreditor and Subordination Agreements in substantially the form of Exhibits E-1 and E-2 hereto, duly executed by each of the parties thereto. (iv) Certified copies of the resolutions of the Board of Directors of each Loan Party approving the Transactions and each Loan Document to which it is or is to be a party, and of all documents evidencing other necessary corporate action with respect to the Transactions and each Loan Document to which it is or is to be a party. (v) A copy of a certificate of the Secretary of State of the jurisdiction of incorporation of each Loan Party, dated reasonably near as of the Amendment Effective Date and executed by its respective Authorized Representative, which shall (1) certify the resolutions authorizing the execution, delivery and performance of the Margin Loan Documentation to which it is a party and the Transactions to be consummated by it on such date and (2) contain appropriate attachments, including its Organization Documents certified by the relevant authority of the jurisdiction of organization of such Person and (B) a long form good standing certificate for each Loan Party from its jurisdiction of organization; and (iii) a favorable opinion of the Loan Parties’ counsel, addressed to Administrative Agent and Lenders, dated as of the Amendment Effective Date, in the form and substance reasonably satisfactory to the Administrative Agent and each of the Lenders. (i) Borrower shall have delivered (or shall have caused to be delivered) to the Administrative Agent a certificate of each Loan Party’s Authorized Representative certifying (A) as to a true and correct copy that such Loan Party’s only assets consist of the charter of such Loan Party Collateral Shares and each amendment thereto on file in such Secretary’s office immaterial Cash and Cash Equivalents and (B) that (1) such amendments are the only amendments to such Loan Party’s charter on file in such Secretary’s office, (2) to the extent that the Secretary of State of the applicable jurisdiction of incorporation provides such a certification, such Loan Party has paid all franchise taxes no Indebtedness or monetary obligations (other than arising under the Margin Loan Documentation), and (ii) Borrower shall have caused Parent to have delivered to the date of such certificate and (C) such Loan Party is duly incorporated and in good standing or presently subsisting under the laws of the State of the jurisdiction of its incorporation. (vi) A copy of Administrative Agent a certificate of the Secretary of State in each jurisdiction in which each Loan Party is qualified to do businessParent’s Authorized Representative certifying that, dated reasonably near the date as of the Amendment Effective Date, stating that such Loan Party is duly qualified the Subsequent Advances and in good standing as the Transactions are collectively intended to constitute a foreign corporation in such State bona fide loan and has filed all annual reports required are not intended to be filed to an offer or sale of Collateral Shares within the date meaning of such certificate, except where the failure to be so qualified and in good standing does not have a Material Adverse EffectSecurities Act. (viic) A certificate of each Loan Party, signed on behalf of such Loan Party by its President or a Vice President and its Secretary or any Assistant Secretary, dated the Amendment Effective Date (the statements made in which certificate shall be true on and as of the Amendment Effective Date), certifying as to (A) the absence of any amendments to the charter of such Loan Party since the date of the Secretary of State’s certificate referred to in Section 3.01(b)(v), (B) a true and correct copy of the bylaws of such Loan Party as in effect on the date on which the resolutions referred to in Section 3.01(b)(iv) were adopted and on the Amendment Effective Date, (C) the due incorporation and good standing or valid existence of such Loan Party as a corporation organized under the laws of the jurisdiction of its incorporation, and the absence of any proceeding for the dissolution or liquidation of such Loan Party, (D) the truth Each of the representations and warranties contained herein (other than as set forth in the Loan Documents as though made Sections 3.04, 3.06(d), 3.11, 3.13, 3.15, 3.16, 3.21 and 3.23) shall be true and correct in all material respects (except with respect to representations and warranties already qualified by materiality in which case such representations and warranties shall be true and correct in all respects) on and as of the Amendment Effective Date, (E) except to the absence extent that such representations and warranties specifically refer to an earlier date, in which case they shall be true and correct as of any event occurring such earlier date and continuing, or resulting from entering into this Agreement, that constitutes a Default and (F) the absence of any event occurring and continuing that constitutes a Default (as defined in the Existing Second Lien Credit Agreement) under the Existing Second Lien Credit Agreement or a statement as to such Default and a reasonably detailed description thereof. (viii) A certificate acknowledgement of the Secretary or an Assistant Secretary effectiveness of each this Agreement by any Loan Party certifying shall constitute a representation and warranty that the names and true signatures of the officers of such Loan Party authorized to sign each Loan Document to which it is or is to be a party and the other documents to be delivered hereunder and thereunder. (ix) Evidence of insurance naming the Collateral Agent as additional insured and loss payee with such responsible and reputable insurance companies or associations and evidence of directors’ and officers’ liability insurance naming the individuals who are elected to the board of directors of the Parent as additional insured and loss payees with such responsible and reputable insurance companies or associations. (x) Favorable opinions of counsel for the Loan Parties, condition set forth in substantially the form of Exhibit G hereto and as to such other matters as any Lender through the Administrative Agent may reasonably request. this clause (c) There shall exist no action, suit, investigation, litigation or proceeding affecting any Loan Party or any of its Subsidiaries pending or threatened before any court, governmental agency or arbitrator that (i) could reasonably be expected to have a Material Adverse Effect other than the matters described on Schedule 4.01(f) hereto (the “Disclosed Litigation”). (d) All governmental and third party consents and approvals set forth on Part I of Schedule 4.01(d) in connection with the Transactions shall have been obtained (without the imposition of any conditions that are not reasonably acceptable to the Lenders) and shall remain in effect (other than any consents and approvals the absence of which, either individually or in the aggregate, would not have a Material Adverse Effect); all applicable waiting periods in connection with the Transactions shall have expired without any action being taken by any competent authority (other than any action which either individually or in the aggregate with all such actions would not reasonably be expected to have a Material Adverse Effect), and no law or regulation shall be applicable in the reasonable judgment of the Lenders, in each case that restrains, prevents or imposes materially adverse conditions upon the Transactions or the rights of the Loan Parties or their Subsidiaries freely to transfer or otherwise dispose of, or to create any Lien on, any properties now owned or hereafter acquired by any of them. (e) All Pre-Amendment Information shall be true, correct and complete in all material aspects as of the dates specified therein, and no additional information shall have come to the attention of the Loan Parties that could reasonably be expected to have a Material Adverse Effect. (f) Evidence that all obligations owing under the Existing First Lien Credit Agreement (and the other Loan Documents referred to therein) have been repaid or will be repaid concurrently with the consummation of the Transactions and all security interests granted in connection therewith have been terminated and released. (g) The Borrower shall have paid (or made provision therefor in a manner reasonably satisfactory to the Agents) all reasonable and documented costs and expenses of the Administrative Agent (including the reasonable and documented fees and expenses of legal counsel and financial advisors to the Administrative Agent) and the Lenders. (h) The Lenders shall be reasonably satisfied that (i) the Parent and its Subsidiaries will be able to meet their respective obligations under all employee and retiree welfare plans, (ii) the employee benefit plans of the Parent and its ERISA Affiliates are, in all material respects, funded in accordance with the minimum statutory requirements, (iii) no “reportable event” (as defined in ERISA, but excluding events for which reporting has been waived) has occurred as to any such employee benefit plan and (iv) no termination of, or withdrawal from, any such employee benefit plan has occurred or is contemplated that could reasonably be expected to result in a material liability. (i) The parties shall have executed and delivered the First Lien Loan Documents which shall be in form and substance reasonably acceptable to the Lenders. (j) The parties shall have executed and delivered the New Third Lien Documents, in form and substance reasonably acceptable to the Lenders, and the New Third Lien Lenders shall have advanced to the Loan Parties an aggregate principal amount not less than $30,000,000 pursuant to the New Third Lien Documents. (k) The Third Lien Lenders under the Original Third Lien Credit Agreement shall have approved this Agreement, which approval shall be in form and substance reasonably acceptable to the Lenders. (l) The obligations under the Original Third Lien Credit Agreement shall have been exchanged for New Third Lien Notes pursuant to the Exchange Agreement and no amount of New Third Lien Notes greater than the sum of (x) $50,000,000 and (y) the aggregate amount of capitalized PIK interest on the Existing Third Lien Notes through the Amendment Effective Date shall be outstanding immediately after the occurrence of satisfied. On the Amendment Effective Date. (m) The parties , this Agreement shall have executed amend, restate and delivered supersede the New WarrantsOriginal Loan Agreement in its entirety; provided, in form and substance reasonably acceptable to however, that if the Lenders and registered in such names as Subsequent Advance Date has not occurred by the final day of the Availability Period, this Agreement shall be satisfactory to the New Third Lien Lenders, null and void and the issuance of such New Warrants shall not have triggered any preemptive rights of holders of the Original Loan Parties’ outstanding securities, or such rights shall have been waived to the satisfaction of the Lenders. (n) The Administrative Agent shall have received the unaudited Consolidated balance sheet of the Loan Parties as at March 31, 2005, and the related Consolidated statement of income and Consolidated statement of cash flows of the Loan Parties for the month then ended and the Projections certified by the Chief Executive Officer and Chief Financial Officer of the Parent as having been prepared in good faith on the basis of the assumptions stated therein, which assumptions were fair in light of the conditions existing at the time of delivery of such information. (o) There shall have been no Material Adverse Change since December 31, 2004, it being understood that the events set forth on Schedule 4.01(o) hereto shall not be deemed to constitute a Material Adverse Change. (p) The Loan Parties shall have delivered to the Agent favorable opinions, in form and substance satisfactory to the Administrative Agent, of counsel to those Subsidiary Guarantors organized in Alabama, North Carolina and Virginia. (q) The Administrative Agent shall have received an officer’s certificate duly executed by the Chief Financial Officer of the Borrower in substantially the form of Exhibit F hereto (a “Solvency Certificate”) (i) to the effect that the Parent and its Subsidiaries Agreement shall be Solvent upon the consummation of the transactions contemplated herein (including the transactions contemplated by the First Lien Loan Documents and the New Third Lien Documents); and (ii) containing such other statements with respect to the solvency of the Parent and reinstated in its Subsidiaries and matters related thereto as the Administrative Agent or the Lenders shall requestentirety.

Conditions Precedent to the Amendment Effective Date. The occurrence of the Amendment Effective Date is subject to the satisfaction of the following conditions precedent: (a) The Amendment Effective Date shall occur on or before July 31November 30, 20052003. (b) The Administrative Agent shall have received the following, each dated the Amendment Effective Date (unless otherwise specified), in form and substance satisfactory to the Administrative Agent (unless otherwise specified) and (except for the Notes) in sufficient copies for each LenderLender Party: (i) The Notes payable to the order of the Lenders, to the extent requested by any Lender pursuant to Section 2.15(a). (ii) An A second amended and restated security agreement in substantially the form of Exhibit D hereto (together with each other security agreement and security agreement supplement delivered pursuant to Section 5.01(j), in each case, case as amended, the “"Security Agreement”"), duly executed by each Loan Party, together with: (A) written confirmation of receipt by the First Lien Collateral Agent of certificates representing the Pledged Shares referred to under the First Lien Security Agreement and the Security Agreement therein accompanied by undated stock powers executed in blank and instruments evidencing the Pledged Debt indorsed in blank, to be held by the First Lien Collateral Agent pursuant to the terms of the First Lien Security Agreement and otherwise in accordance with the Second Lien Intercreditor and Subordination Agreement, (B) written confirmation acknowledgment copies or stamped receipt copies of receipt proper financing statements (or proper amendments to any financing statements filed pursuant to the First Amended ITCD Credit Agreement), duly filed on or before the Amendment Effective Date under the Uniform Commercial Code of all jurisdictions that the Administrative Agent may reasonably deem necessary or desirable in order to perfect and protect the first priority liens and security interests created under the Security Agreement, covering the Collateral described in the Security Agreement, (C) completed requests for information, dated on or before the Amendment Effective Date, listing the financing statements referred to in clause (B) above and all other effective financing statements filed in the jurisdictions referred to in clause (B) above that name any Loan Party as debtor, together with copies of such other financing statements, (D) evidence of the completion of all other recordings and filings of or with respect to the Security Agreement that the Administrative Agent may reasonably deem necessary or desirable in order to perfect and protect the Liens created thereby, (E) evidence of the insurance required by the First Lien Collateral Agent terms of the Security Agreement, (F) copies of the Assigned Agreements referred to in the Security Agreement, to be held by the First Lien Collateral Agent pursuant to the terms of the First Lien Security Agreement and otherwise in accordance with the Intercreditor and Subordination Agreements, (G) Intentionally omitted, and (CH) evidence that all other action that the Administrative Agent may deem reasonably necessary or desirable in order to perfect and protect the first priority liens and security interests created under the Security Agreement has been taken (including, without limitation, receipt of duly executed payoff letters, UCC-3 termination statements, landlords’, mortgagees’ ' and bailees’ ' waiver and consent agreements and account control and cash management agreements in form and substance satisfactory to the Administrative Agent) subject only to the prior Lien of the First Lien Collateral Agent and Permitted Liens and otherwise in accordance with the Second Lien Intercreditor and Subordination Agreement). (iii) The Intercreditor and Subordination Agreements Agreement in substantially the form of Exhibits E-1 and E-2 Exhibit E hereto, duly executed by each of the parties thereto. (iv) Certified copies of the resolutions of the Board of Directors of each Loan Party approving the Transactions and each Loan Document to which it is or is to be a party, and of all documents evidencing other necessary corporate action and governmental and other third party approvals and consents, if any, with respect to the Transactions and each Loan Document to which it is or is to be a party. (v) A copy of a certificate of the Secretary of State of the jurisdiction of incorporation of each Loan Party, dated reasonably near the date of the Amendment Effective Date, certifying (A) as to a true and correct copy of the charter of such Loan Party and each amendment thereto on file in such Secretary’s 's office and (B) that (1) such amendments are the only amendments to such Loan Party’s 's charter on file in such Secretary’s 's office, (2) to the extent that the Secretary of State of the applicable jurisdiction of incorporation provides such a certification, such Loan Party has paid all franchise taxes to the date of such certificate and (C) such Loan Party is duly incorporated and in good standing or presently subsisting under the laws of the State of the jurisdiction of its incorporation. (vi) A copy of a certificate of the Secretary of State in each jurisdiction in which each Loan Party is qualified to do business, dated reasonably near the date of the Amendment Effective Date, stating that such Loan Party is duly qualified and in good standing as a foreign corporation in such State and has filed all annual reports required to be filed to the date of such certificate, except where the failure to be so qualified and in good standing does not have a Material Adverse Effect. (vii) A certified copy of the articles of merger as filed with the Secretary of State of the State of North Carolina certifying that the Merger has been consummated. (viii) A certificate of each Loan Party, signed on behalf of such Loan Party by its President or a Vice President and its Secretary or any Assistant Secretary, dated the Amendment Effective Date (the statements made in which certificate shall be true on and as of the Amendment Effective Date), certifying as to (A) the absence of any amendments to the charter of such Loan Party since the date of the Secretary of State’s 's certificate referred to in Section 3.01(b)(v3.01(b)(iv), except as required to consummate the Merger, (B) a true and correct copy of the bylaws of such Loan Party as in effect on the date on which the resolutions referred to in Section 3.01(b)(iv3.01(b)(iii) were adopted and on the Amendment Effective Date, (C) the due incorporation and good standing or valid existence of such Loan Party as a corporation organized under the laws of the jurisdiction of its incorporation, and the absence of any proceeding for the dissolution or liquidation of such Loan Party, (D) the truth of the representations and warranties contained in the Loan Documents as though made on and as of the Amendment Effective Date, (E) the absence of any event occurring and continuing, or resulting from entering into this Agreement, that constitutes a Default and (F) except for any event relating to the consummation of the Merger Transactions to be consummated on the Merger Closing Date, the absence of any event occurring and continuing that constitutes a Default (as defined in the Existing Second Lien First Amended ITC Credit Agreement) under the Existing Second Lien First Amended ITC Credit Agreement or a statement as to such Default and a reasonably detailed description thereofAgreement. (viiiix) A certificate of the Secretary or an Assistant Secretary of each Loan Party certifying the names and true signatures of the officers of such Loan Party authorized to sign each Loan Document to which it is or is to be a party and the other documents to be delivered hereunder and thereunder. (ixx) Certificates, in substantially the form of Exhibit F hereto, attesting to the Solvency of each Loan Party after giving effect to the Transactions and the Merger Transactions to be effected on the Merger Closing Date, from the Chief Financial Officer of such Loan Party. (xi) Such financial, business and other information regarding each Loan Party and its Subsidiaries as the Lender Parties shall have reasonably requested, including, without limitation, information as to possible contingent liabilities, tax matters, environmental matters, obligations under Plans, Multiemployer Plans and Welfare Plans, collective bargaining agreements and other arrangements with employees, audited annual financial statements as of and for Fiscal Year 2002, and interim financial statements dated the end of the most recent fiscal quarter for which financial statements are available (or, in the event the Lender Parties' due diligence review reveals material changes since such financial statements, as of a later date within 45 days before the Amendment Effective Date), pro forma financial statements of the Borrower and forecasts prepared by management of the Borrower, in form and substance reasonably satisfactory to the Lender Parties, with respect to Fiscal Year 2003. (xii) Evidence of insurance naming the Collateral Agent as additional insured and loss payee with such responsible and reputable insurance companies or associations associations, and evidence of directors’ in such amounts and officers’ liability insurance naming the individuals who are elected covering such risks, as is reasonably satisfactory to the board of directors of the Parent as additional insured and loss payees with such responsible and reputable insurance companies or associationsLender Parties. (xxiii) Favorable opinions of counsel for the Loan Parties, in substantially the form of Exhibit G hereto and as to such other matters as any Lender Party through the Administrative Agent may reasonably request. (xiv) A copy of all the documents relating to the Merger Transactions, each duly executed by the parties thereto. (c) The Lender Parties shall be satisfied with the corporate and legal structure and capitalization of each Loan Party and each of its Subsidiaries whose Equity Interests are being pledged pursuant to the Loan Documents, including the terms and conditions of the charter, bylaws and each class of Equity Interest in each Loan Party and each such Subsidiary and of each agreement or instrument relating to such structure or capitalization. (d) The Lender Parties shall be satisfied that all Surviving Debt shall be on terms and conditions reasonably satisfactory to the Lender Parties. (e) Before giving effect to the Transactions, there shall have occurred no Material Adverse Change since December 31, 2002. (f) There shall exist no action, suit, investigation, litigation or proceeding affecting any Loan Party or any of its Subsidiaries pending or threatened before any court, governmental agency or arbitrator that (i) could reasonably be expected to have a Material Adverse Effect other than the matters described on Schedule 4.01(f) hereto (the “50 "Disclosed Litigation”)") or (ii) could reasonably be expected to have a Material Adverse Effect on the consummation of the Transactions or the Merger Transactions. (dg) All governmental and third party consents and approvals set forth on Part I of Schedule 4.01(d) necessary in connection with the Transactions shall have been obtained (without the imposition of any conditions that are not reasonably acceptable to the LendersLender Parties) and shall remain in effect (other than any consents and approvals the absence of which, either individually or in the aggregate, would not have a Material Adverse Effect); all applicable waiting periods in connection with the Transactions shall have expired without any action being taken by any competent authority (other than any action which either individually or in the aggregate with all such actions would not reasonably be expected to have a Material Adverse Effect), and no law or regulation shall be applicable in the reasonable judgment of the LendersLender Parties, in each case that restrains, prevents or imposes materially adverse conditions upon the Transactions or the rights of the Loan Parties or their Subsidiaries freely to transfer or otherwise dispose of, or to create any Lien on, any properties now owned or hereafter acquired by any of them. (eh) All Pre-Amendment Information shall be true, correct and complete in all material aspects as of the dates specified therein, therein and no additional information shall have come to the attention of the Loan Parties that could reasonably be expected to have a Material Adverse Effect. (fi) Evidence The Lender Parties shall have completed a due diligence investigation of the Loan Parties in scope, and with results, satisfactory to the Lender Parties, and nothing shall have come to the attention of the Lender Parties during the course of such due diligence investigation to lead them to believe that all obligations owing under the Existing First Lien Credit Agreement (and Transactions will have a Material Adverse Effect; without limiting the other Loan Documents referred to therein) generality of the foregoing, the Lender Parties shall have been repaid or will be repaid concurrently with given such access to the consummation management, records, books of account, contracts and properties of the Transactions and all security interests granted in connection therewith Loan Parties as they shall have been terminated and releasedrequested. (gj) The Borrower shall have paid (or made provision therefor in a manner reasonably satisfactory to the Agentsi) all reasonable and documented costs and expenses accrued fees of the Administrative Agent Agent, the Lender Parties and the Agents (including the accrued reasonable and documented fees and expenses of legal counsel and financial advisors to the Administrative Agent) and (ii) all accrued and unpaid interest, expenses and fees outstanding with respect to the LendersOriginal BTI Credit Agreement. (hk) The Required Lenders shall be reasonably satisfied that (i) the Parent and its Subsidiaries will be able to meet their respective obligations under all employee and retiree welfare plans, (ii) the employee benefit plans of the Parent and its ERISA Affiliates are, in all material respects, funded in accordance with the minimum statutory requirements, (iii) no “"reportable event” " (as defined in ERISA, but excluding events for which reporting has been waived) has occurred as to any such employee benefit plan and (iv) no termination of, or withdrawal from, any such employee benefit plan has occurred or is contemplated that could reasonably be expected to result in a material liability. (il) The Merger Transactions to be consummated on the Merger Closing Date shall have been consummated in accordance with the Merger Agreement. (m) The Second Capital Lease Amendment shall have become effective. (n) The parties shall have executed and delivered the First Second Lien Loan Documents which shall be in form and substance reasonably acceptable to the Lenders. (j) The parties shall have executed and delivered the New Third Lien Documents, in form and substance reasonably acceptable to the Lenders, and the New Third Lien Lenders shall have advanced to the Loan Parties an aggregate principal amount not less than $30,000,000 pursuant to the New Third Lien Documents. (k) The Third Lien Lenders under the Original Third Lien Credit Agreement shall have approved this Agreement, which approval shall be in form and substance reasonably acceptable to the Lenders. (l) The obligations under the Original Third Lien Credit Agreement shall have been exchanged for New Third Lien Notes pursuant to the Exchange Agreement and no amount of New Third Lien Notes greater than the sum of (x) $50,000,000 and (y) the aggregate amount of capitalized PIK interest on the Existing Third Lien Notes through the Amendment Effective Date shall be outstanding immediately after the occurrence of the Amendment Effective Date. (m) The parties shall have executed and delivered the New Warrants, in form and substance reasonably acceptable to the Lenders and registered in such names as shall be satisfactory to the New Third Lien Lenders, and the issuance of such New Warrants shall not have triggered any preemptive rights of holders of the Loan Parties’ outstanding securities, or such rights shall have been waived to the satisfaction of the Lenders. (n) The Administrative Agent shall have received the unaudited Consolidated balance sheet of the Loan Parties as at March 31, 2005, and the related Consolidated statement of income and Consolidated statement of cash flows of the Loan Parties for the month then ended and the Projections certified by the Chief Executive Officer and Chief Financial Officer of the Parent as having been prepared in good faith on the basis of the assumptions stated therein, which assumptions were fair in light of the conditions existing at the time of delivery of such information. (o) There shall have been no Material Adverse Change since December 31, 2004, it being understood that the events set forth on Schedule 4.01(o) hereto shall not be deemed to constitute a Material Adverse Change. (p) The Loan Parties shall have delivered to the Agent favorable opinions, in form and substance satisfactory to the Administrative Agent, of counsel to those Subsidiary Guarantors organized in Alabama, North Carolina and Virginia. (q) The Administrative Agent shall have received an officer’s certificate duly executed by the Chief Financial Officer of the Borrower in substantially the form of Exhibit F hereto (a “Solvency Certificate”) (i) to the effect that the Parent and its Subsidiaries shall be Solvent upon the consummation of the transactions contemplated herein (including the transactions contemplated by the First Lien Loan Documents and the New Third Lien Documents); and (ii) containing such other statements with respect to the solvency of the Parent and its Subsidiaries and matters related thereto as the Administrative Agent or the Lenders shall request.

Conditions Precedent to the Amendment Effective Date. The occurrence of This Amendment shall become effective on the date (such date, the “Amendment Effective Date is subject to the satisfaction of Date”) that the following conditions precedenthave been satisfied: (a) The Administrative Agent shall have received executed (i) Consents from Term Lenders and counterparts of this Amendment Effective Date shall occur on or before July 31from Revolving Lenders, 2005collectively constituting at least the Required Lenders, and (ii) counterparts of this Agreement from the Administrative Agent, the Collateral Agent, Holdings, the Borrower and each other Loan Party. (b) The Administrative Agent shall have received an executed legal opinion of the following, in each dated the Amendment Effective Date (unless otherwise specified)case, in form and substance satisfactory to the Administrative Agent (unless otherwise specified) and (except for the Notes) in sufficient copies for each Lender: (i) The Notes payable to the order of the Lenders, to the extent requested by any Lender pursuant to Section 2.15(a). (ii) An amended and restated security agreement in substantially the form of Exhibit D hereto (together with each other security agreement and security agreement supplement delivered pursuant to Section 5.01(j), in each case, as amended, the “Security Agreement”), duly executed by each Loan Party, together with: (A) written confirmation of receipt by the First Lien Collateral Agent of certificates representing the Pledged Shares referred to under the First Lien Security Agreement and the Security Agreement accompanied by undated stock powers executed in blank and instruments evidencing the Pledged Debt indorsed in blank, to be held by the First Lien Collateral Agent pursuant to the terms of the First Lien Security Agreement and otherwise in accordance with the Second Lien Intercreditor and Subordination Agreement, (B) written confirmation of receipt by the First Lien Collateral Agent of copies of the Assigned Agreements referred to in the Security Agreement, to be held by the First Lien Collateral Agent pursuant to the terms of the First Lien Security Agreement and otherwise in accordance with the Intercreditor and Subordination Agreements, and (C) evidence that all other action that the Administrative Agent may deem reasonably necessary or desirable in order to perfect and protect the liens and security interests created under the Security Agreement has been taken (including, without limitation, receipt of duly executed payoff letters, UCC-3 termination statements, landlords’, mortgagees’ and bailees’ waiver and consent agreements and account control and cash management agreements in form and substance satisfactory to the Administrative Agent: (i) subject only Xxxx, Weiss, Rifkind, Xxxxxxx & Xxxxxxxx LLP, special counsel to the prior Lien of the First Lien Collateral Agent Borrower and Permitted Liens and otherwise in accordance with the Second Lien Intercreditor and Subordination Agreement(ii) in-house counsel for Holdings. (iiic) The Intercreditor and Subordination Agreements in substantially the form of Exhibits E-1 and E-2 hereto, duly executed by each Administrative Agent shall have received a certificate from a Responsible Officer of the parties theretoBorrower, dated the Amendment Effective Date, certifying that the representations and warranties of |US-DOCS\115367345.18|| Holdings and the Borrower contained in Section 5 hereof shall be true and correct in all material respects (or if qualified by materiality, in all respects). (ivd) Certified copies The Administrative Agent shall have received a copy of the resolutions or equivalent action, in form and substance reasonably satisfactory to the Administrative Agent, of the Board of Directors of Holdings and each Loan Party approving authorizing, as applicable, the Transactions execution, delivery of this Amendment and the performance of this Amendment and the Amended Credit Agreement, certified by the Secretary, an Assistant Secretary or other authorized representatives of Holdings and each Loan Document to which it is or is to be a party, and of all documents evidencing other necessary corporate action with respect to the Transactions and each Loan Document to which it is or is to be a party. (v) A copy of a certificate of the Secretary of State of the jurisdiction of incorporation of each Loan Party, dated reasonably near the date of the Amendment Effective Date, certifying (A) as to a true and correct copy of the charter of such Loan Party and each amendment thereto on file in such Secretary’s office and (B) that (1) such amendments are the only amendments to such Loan Party’s charter on file in such Secretary’s office, (2) to the extent that the Secretary of State of the applicable jurisdiction of incorporation provides such a certification, such Loan Party has paid all franchise taxes to the date of such certificate and (C) such Loan Party is duly incorporated and in good standing or presently subsisting under the laws of the State of the jurisdiction of its incorporation. (vi) A copy of a certificate of the Secretary of State in each jurisdiction in which each Loan Party is qualified to do business, dated reasonably near the date of the Amendment Effective Date, stating that such Loan Party is duly qualified and in good standing as a foreign corporation in such State and has filed all annual reports required to be filed to the date of such certificate, except where the failure to be so qualified and in good standing does not have a Material Adverse Effect. (vii) A certificate of each Loan Party, signed on behalf of such Loan Party by its President or a Vice President and its Secretary or any Assistant Secretary, dated the Amendment Effective Date (the statements made in which certificate shall be true on and as of the Amendment Effective Date), certifying as to (A) the absence of any amendments to the charter of such Loan Party since the date of the Secretary of State’s certificate referred to in Section 3.01(b)(v), (B) a true and correct copy of the bylaws of such Loan Party as in effect on the date on which the resolutions referred to in Section 3.01(b)(iv) were adopted and on the Amendment Effective Date, (C) the due incorporation and good standing or valid existence of such Loan Party as a corporation organized under the laws of the jurisdiction of its incorporation, and the absence of any proceeding for the dissolution or liquidation of such Loan Party, (D) the truth of the representations and warranties contained in the Loan Documents as though made on and as of the Amendment Effective Date, which certificate shall state that the resolutions or other action thereby certified have not been amended, modified (E) the absence of any event occurring and continuing, or resulting from entering into this Agreement, that constitutes a Default and (F) the absence of any event occurring and continuing that constitutes a Default (as defined in the Existing Second Lien Credit Agreement) under the Existing Second Lien Credit Agreement or a statement as to such Default and a reasonably detailed description thereof. (viii) A certificate of the Secretary or an Assistant Secretary of each Loan Party certifying the names and true signatures of the officers of such Loan Party authorized to sign each Loan Document to which it is or is to be a party and the other documents to be delivered hereunder and thereunder. (ix) Evidence of insurance naming the Collateral Agent as additional insured and loss payee with such responsible and reputable insurance companies or associations and evidence of directors’ and officers’ liability insurance naming the individuals who are elected to the board of directors of the Parent as additional insured and loss payees with such responsible and reputable insurance companies or associations. (x) Favorable opinions of counsel for the Loan Parties, in substantially the form of Exhibit G hereto and as to such other matters except as any Lender through the Administrative Agent later such resolution or other action may reasonably request. (c) There shall exist no modify any earlier such resolution or other action, suit, investigation, litigation or proceeding affecting any Loan Party or any of its Subsidiaries pending or threatened before any court, governmental agency or arbitrator that (i) could reasonably be expected to have a Material Adverse Effect other than the matters described on Schedule 4.01(f) hereto (the “Disclosed Litigation”). (d) All governmental and third party consents and approvals set forth on Part I of Schedule 4.01(d) in connection with the Transactions shall have been obtained (without the imposition of any conditions that are not reasonably acceptable to the Lenders) and shall remain in effect (other than any consents and approvals the absence of which, either individually or in the aggregate, would not have a Material Adverse Effect); all applicable waiting periods in connection with the Transactions shall have expired without any action being taken by any competent authority (other than any action which either individually or in the aggregate with all such actions would not reasonably be expected to have a Material Adverse Effect), revoked or rescinded and no law or regulation shall be applicable are in the reasonable judgment of the Lenders, in each case that restrains, prevents or imposes materially adverse conditions upon the Transactions or the rights of the Loan Parties or their Subsidiaries freely to transfer or otherwise dispose of, or to create any Lien on, any properties now owned or hereafter acquired by any of themfull force and effect. (e) All Pre-The Administrative Agent shall have received a certificate of Holdings and each Loan Party authorizing, as applicable, the execution, delivery and performance of this Amendment Information shall be trueand the Amended Credit Agreement, correct dated the Amendment Effective Date, as to the incumbency and complete in all material aspects as signature of the dates specified thereinofficers or other authorized signatories of Holdings and each Loan Party executing this Amendment executed by a Responsible Officer or other authorized representative and the Secretary, any Assistant Secretary or another authorized representative of Holdings and no additional information shall have come to the attention of the each Loan Parties that could reasonably be expected to have a Material Adverse EffectParty. (f) Evidence that all obligations owing under the Existing First Lien Credit Agreement (and the other Loan Documents referred to therein) The Administrative Agent shall have been repaid or will be repaid concurrently with the consummation received copies of the Transactions certificate or articles of incorporation and all security interests granted in connection therewith by-laws (or other similar governing documents serving the purposes) of Holdings and each Loan Party, certified as of the Amendment Effective Date as complete and correct copies thereof by the Secretary, an Assistant Secretary or other authorized representative of Holdings and each Loan Party; provided that Holdings or the applicable Loan Party shall not be required to deliver any such copies to the extent the same have not been terminated and releasedamended or otherwise modified since September 7, 2016 as certified by an authorized representative of the Borrower. (g) The Borrower Administrative Agent shall have paid (or made provision therefor received a solvency certificate signed by the chief financial officer on behalf of the Borrower, substantially in a manner reasonably satisfactory the form of Exhibit G to the Agents) all reasonable and documented costs and expenses of the Administrative Agent (including the reasonable and documented fees and expenses of legal counsel and financial advisors Existing Credit Agreement, after giving effect to the Administrative Agent) and Amendment or, at the LendersBorrower’s option, a solvency opinion from an independent investment bank or valuation firm of national recognized standing. (h) The Lenders Borrowers shall be reasonably satisfied that have paid (i) all accrued and unpaid interest payable on the Parent and its Subsidiaries will be able Existing Term Loans pursuant to meet their respective obligations under all employee and retiree welfare plansSection 3(c) hereof, (ii) the employee benefit plans of the Parent fees payable pursuant to Section 4 hereof, and its ERISA Affiliates are, in all material respects, funded in accordance with the minimum statutory requirements, (iii) no “reportable event” (as defined in ERISA, but excluding events for which reporting has been waived) has occurred as all fees payable to any such employee benefit plan and (iv) no termination of, or withdrawal from, any such employee benefit plan has occurred or is contemplated that could reasonably be expected to result in a material liability. (i) The parties shall have executed and delivered the First Lien Loan Documents which shall be in form and substance reasonably acceptable to the Lenders. (j) The parties shall have executed and delivered the New Third Lien Documents, in form and substance reasonably acceptable counsel to the Lenders, and the New Third Lien Lenders shall have advanced to the Loan Parties an aggregate principal amount not less than $30,000,000 pursuant to the New Third Lien Documents. (k) The Third Lien Lenders under the Original Third Lien Credit Agreement shall have approved this Agreementin each case, which approval shall be in form and substance reasonably acceptable to the Lenders. (l) The obligations under the Original Third Lien Credit Agreement shall have been exchanged for New Third Lien Notes pursuant to the Exchange Agreement and no amount of New Third Lien Notes greater than the sum of (x) $50,000,000 and (y) the aggregate amount of capitalized PIK interest on the Existing Third Lien Notes through the Amendment Effective Date shall be outstanding immediately after the occurrence of the Amendment Effective Date. (mi) The parties Administrative Agent and the Lenders shall have executed and delivered the New Warrants, in form and substance reasonably acceptable received at least two days prior to the Lenders and registered in such names Amendment Effective Date (as shall be satisfactory to the New Third Lien Lenders, and the issuance of such New Warrants shall not have triggered any preemptive rights of holders of the Loan Parties’ outstanding securities, or such rights shall have been waived to determined disregarding the satisfaction of the Lenderscondition in this clause (i)) all documentation and other information requested by any Lender no less than five days prior to the Amendment Effective Date (as determined disregarding the satisfaction of the condition in this clause (i)) that such Lender reasonably determines is required by regulatory authorities under applicable “know your customer” and anti-money laundering rules and regulations, including the USA Patriot Act. (nj) All conditions precedent expressly set forth in the Brandco Credit Agreement shall have been, or substantially concurrently with the effectiveness of this Amendment shall be, satisfied (or waived in accordance therewith). The Administrative Agent shall have received promptly notify the unaudited Consolidated balance sheet of the Loan Parties as at March 31, 2005, Borrower and the related Consolidated statement Lenders in writing when the Amendment Effective Date has occurred. For purposes of income and Consolidated statement of cash flows of determining compliance with the Loan Parties for |US-DOCS\115367345.18|| conditions specified in this Section 6, each Consenting Lender that has signed the month then ended and the Projections certified by the Chief Executive Officer and Chief Financial Officer of the Parent as having been prepared in good faith on the basis of the assumptions stated therein, which assumptions were fair in light of the conditions existing at the time of delivery of such information. (o) There Consent or this Amendment shall have been no Material Adverse Change since December 31, 2004, it being understood that the events set forth on Schedule 4.01(o) hereto shall not be deemed to constitute a Material Adverse Change. (p) The Loan Parties shall have delivered consented to, approved or accepted or to the Agent favorable opinionsbe satisfied with, in form and substance each document or other matter required hereunder to be consented to or approved by or acceptable or satisfactory to the Administrative Agent, of counsel to those Subsidiary Guarantors organized in Alabama, North Carolina and Virginiaa Lender. (q) The Administrative Agent shall have received an officer’s certificate duly executed by the Chief Financial Officer of the Borrower in substantially the form of Exhibit F hereto (a “Solvency Certificate”) (i) to the effect that the Parent and its Subsidiaries shall be Solvent upon the consummation of the transactions contemplated herein (including the transactions contemplated by the First Lien Loan Documents and the New Third Lien Documents); and (ii) containing such other statements with respect to the solvency of the Parent and its Subsidiaries and matters related thereto as the Administrative Agent or the Lenders shall request.

Conditions Precedent to the Amendment Effective Date. The occurrence of the Amendment Effective Date is subject to the satisfaction of the following conditions precedent: (a) The Amendment Effective Date shall occur on or before July 31November 27, 20052002. (b) The Administrative Agent shall have received the following, each dated the Amendment Effective Date (unless otherwise specified), in form and substance satisfactory to the Administrative Agent (unless otherwise specified) and (except for the Notes) in sufficient copies for each LenderLender Party: (i) The Notes payable to the order of the Lenders, to the extent requested by any Lender pursuant to Section 2.15(a). (ii) An amended and restated security agreement in substantially the form of Exhibit D hereto (together with each other security agreement and security agreement supplement delivered pursuant to Section 5.01(j), in each case, case as amended, the “"Security Agreement”"), duly executed by each Loan Party, together with: (A) written confirmation of receipt by the First Lien Collateral Agent of certificates representing the Pledged Shares referred to under the First Lien Security Agreement and the Security Agreement therein accompanied by undated stock powers executed in blank and instruments evidencing the Pledged Debt indorsed in blank, to be held by the First Lien Collateral Agent pursuant to the terms of the First Lien Security Agreement and otherwise in accordance with the Second Lien Intercreditor and Subordination Agreement, (B) written confirmation acknowledgment copies or stamped receipt copies of receipt proper financing statements (or proper amendments to any financing statements filed pursuant to the Existing Credit Agreement), duly filed on or before the Amendment Effective Date under the Uniform Commercial Code of all jurisdictions that the Administrative Agent may reasonably deem necessary or desirable in order to perfect and protect the first priority liens and security interests created under the Security Agreement, covering the Collateral described in the Security Agreement, (C) completed requests for information, dated on or before the Amendment Effective Date, listing the financing statements referred to in clause (B) above and all other effective financing statements filed in the jurisdictions referred to in clause (B) above that name any Loan Party as debtor, together with copies of such other financing statements, (D) evidence of the completion of all other recordings and filings of or with respect to the Security Agreement that the Administrative Agent may reasonably deem necessary or desirable in order to perfect and protect the Liens created thereby, (E) evidence of the insurance required by the First Lien Collateral Agent terms of the Security Agreement, (F) copies of the Assigned Agreements referred to in the Security Agreement, together with a consent to be held by such assignment, in substantially the First Lien Collateral Agent pursuant form of Exhibit B to the terms of Security Agreement, duly executed by each party to such Assigned Agreements other than the First Lien Loan Parties, (G) the Pledged Account Letters referred to in the Security Agreement and otherwise Agreement, duly executed by each Pledged Account Bank referred to in accordance with the Intercreditor and Subordination AgreementsSecurity Agreement, and (CH) evidence that all other action that the Administrative Agent may deem reasonably necessary or desirable in order to perfect and protect the first priority liens and security interests created under the Security Agreement has been taken (including, without limitation, receipt of duly executed payoff letters, UCC-3 termination statements, landlords’, mortgagees’ ' and bailees’ ' waiver and consent agreements and account control and cash management agreements in form and substance satisfactory to the Administrative Agent) subject only to the prior Lien of the First Lien Collateral Agent and Permitted Liens and otherwise in accordance with the Second Lien Intercreditor and Subordination Agreement). (iii) The Intercreditor and Subordination Agreements in substantially the form of Exhibits E-1 and E-2 hereto, duly executed by each of the parties thereto. (iv) Certified copies of the resolutions of the Board of Directors of each Loan Party approving the Transactions transactions contemplated by the Loan Documents and each Loan Document to which it is or is to be a party, and of all documents evidencing other necessary corporate action and governmental and other third party approvals and consents, if any, with respect to the Transactions transactions contemplated by the Loan Documents and each Loan Document to which it is or is to be a party. (viv) A copy of a certificate of the Secretary of State of the jurisdiction of incorporation of each Loan Party, dated reasonably near the date of the Amendment Effective Date, certifying (A) as to a true and correct copy of the charter of such Loan Party and each amendment thereto on file in such Secretary’s 's office and (B) that (1) such amendments are the only amendments to such Loan Party’s 's charter on file in such Secretary’s 's office, (2) to the extent that the Secretary of State of the applicable jurisdiction of incorporation provides such a certification, such Loan Party has paid all franchise taxes to the date of such certificate and (C) such Loan Party is duly incorporated and in good standing or presently subsisting under the laws of the State of the jurisdiction of its incorporation. (viv) A copy of a certificate of the Secretary of State in each jurisdiction in which each Loan Party is qualified to do business, dated reasonably near the date of the Amendment Effective Date, stating that such Loan Party is duly qualified and in good standing as a foreign corporation in such State and has filed all annual reports required to be filed to the date of such certificate, except where the failure to be so qualified and in good standing does not have a Material Adverse Effect. (viivi) A certificate of each Loan Party, signed on behalf of such Loan Party by its President or a Vice President and its Secretary or any Assistant Secretary, dated the Amendment Effective Date (the statements made in which certificate shall be true on and as of the Amendment Effective Date), certifying as to (A) the absence of any amendments to the charter of such Loan Party since the date of the Secretary of State’s 's certificate referred to in Section 3.01(b)(v3.01(b)(iv), except as set forth in the Plan of Reorganization, (B) a true and correct copy of the bylaws of such Loan Party as in effect on the date on which the resolutions referred to in Section 3.01(b)(iv3.01(b)(iii) were adopted and on the Amendment Effective Date, (C) the due incorporation and good standing or valid existence of such Loan Party as a corporation organized under the laws of the jurisdiction of its incorporation, and the absence of any proceeding for the dissolution or liquidation of such Loan Party, (D) the truth of the representations and warranties contained in the Loan Documents as though made on and as of the Amendment Effective Date, Date and (E) the absence of any event occurring and continuing, or resulting from entering into this Agreement, that constitutes a Default and (F) the absence of any event occurring and continuing that constitutes a Default (as defined in the Existing Second Lien Credit Agreement) under the Existing Second Lien Credit Agreement or a statement as to such Default and a reasonably detailed description thereofDefault. (viiivii) A certificate of the Secretary or an Assistant Secretary of each Loan Party certifying the names and true signatures of the officers of such Loan Party authorized to sign each Loan Document to which it is or is to be a party and the other documents to be delivered hereunder and thereunder. (viii) Certificates, in substantially the form of Exhibit F hereto, attesting to the Solvency of each Loan Party after giving effect to the consummation of the Reorganization Transactions, from its Chief Financial Officer. (ix) Such financial, business and other information regarding each Loan Party and its Subsidiaries as the Lender Parties shall have reasonably requested, including, without limitation, information as to possible contingent liabilities, tax matters, environmental matters, obligations under Plans, Multiemployer Plans and Welfare Plans, collective bargaining agreements and other arrangements with employees, audited annual financial statements as of and for Fiscal Year 2001, and interim financial statements dated the end of the most recent fiscal quarter for which financial statements are available (or, in the event the Lender Parties' due diligence review reveals material changes since such financial statements, as of a later date within 45 days before the Amendment Effective Date), pro forma financial statements of the Borrower and forecasts prepared by management of the Borrower, in form and substance reasonably satisfactory to the Lender Parties, with respect to Fiscal Year 2002 of balance sheets reflecting "Fresh Start" accounting principles adopted in accordance with GAAP. (x) Evidence of insurance naming the Collateral Agent as additional insured and loss payee with such responsible and reputable insurance companies or associations associations, and evidence of directors’ in such amounts and officers’ liability insurance naming the individuals who are elected covering such risks, as is reasonably satisfactory to the board of directors of the Parent as additional insured and loss payees with such responsible and reputable insurance companies or associationsLender Parties. (xxi) Favorable opinions A favorable opinion of Xxxxx & Xxxxxxx L.L.P., counsel for the Loan Parties, in substantially the form of Exhibit G hereto and as to such other matters as any Lender Party through the Administrative Agent may reasonably request. (c) The Lender Parties shall be satisfied with the corporate and legal structure and capitalization of each Loan Party and each of its Subsidiaries whose Equity Interests are being pledged pursuant to the Loan Documents, including the terms and conditions of the charter, bylaws and each class of Equity Interest in each Loan Party and each such Subsidiary and of each agreement or instrument relating to such structure or capitalization; provided, that, for purposes of this Section 3.01(c), the structure, capitalization, charter and bylaws of the Parent as set forth in the Plan of Reorganization shall be deemed to be satisfactory to the Lender Parties. (d) The Lender Parties shall be satisfied that all Surviving Debt shall be on terms and conditions reasonably satisfactory to the Lender Parties; provided, that, for purposes of this Section 3.01(d), the treatment of certain of the Surviving Debt as set forth in the Plan of Reorganization shall be deemed to be satisfactory to the Lender Parties. (e) Before giving effect to the Transaction, there shall have occurred no Material Adverse Change since September 30, 2002, excluding those changes that have occurred as a result of the events leading up to and following the commencement of the Chapter 11 Case. (f) There shall exist no action, suit, investigation, litigation or proceeding affecting any Loan Party or any of its Subsidiaries pending or threatened before any court, governmental agency or arbitrator that (i) could reasonably be expected to have a Material Adverse Effect other than the matters described on Schedule 4.01(f) hereto (the “"Disclosed Litigation”)") or (ii) could reasonably be expected to have a Material Adverse Effect on the Transaction or the consummation of the Transaction. (dg) All governmental and third party consents and approvals set forth on Part I of Schedule 4.01(d) necessary in connection with the Transactions transactions contemplated by the Loan Documents shall have been obtained (without the imposition of any conditions that are not reasonably acceptable to the LendersLender Parties) and shall remain in effect (other than any consents and approvals the absence of which, either individually or in the aggregate, would not have a Material Adverse Effect); all applicable waiting periods in connection with the Transactions transactions contemplated by the Loan Documents shall have expired without any action being taken by any competent authority (other than any action which either individually or in the aggregate with all such actions would not reasonably be expected to have a Material Adverse Effect), and no law or regulation shall be applicable in the reasonable judgment of the LendersLender Parties, in each case that restrains, prevents or imposes materially adverse conditions upon the Transactions transactions contemplated by the Loan Documents or the rights of the Loan Parties or their Subsidiaries freely to transfer or otherwise dispose of, or to create any Lien on, any properties now owned or hereafter acquired by any of them. (eh) All Pre-Amendment Information shall be true, true and correct and complete in all material aspects as of the dates date specified therein, and no additional information shall have come to the attention of the Loan Parties Administrative Agent or the Required Lenders that could reasonably be expected to have a Material Adverse Effect. (fi) Evidence The Lender Parties shall have completed a due diligence investigation of the Borrower and its Subsidiaries in scope, and with results, satisfactory to the Lender Parties, and nothing shall have come to the attention of the Lender Parties during the course of such due diligence investigation to lead them to believe that all obligations owing under the Existing First Lien Credit Agreement (and Transaction will have a Material Adverse Effect; without limiting the other Loan Documents referred to therein) generality of the foregoing, the Lender Parties shall have been repaid or will be repaid concurrently with given such access to the consummation management, records, books of account, contracts and properties of the Transactions Borrower and all security interests granted in connection therewith its Subsidiaries as they shall have been terminated and releasedrequested. (gj) The Borrower (1) shall have paid (or made provision therefor in a manner reasonably satisfactory to the Agents) all reasonable and documented costs and expenses accrued fees of the Administrative Agent and the Lender Parties and all accrued expenses of the Agents (including the accrued reasonable and documented fees and expenses of legal counsel and financial advisors to the Administrative Agent) and (2) shall have funds sufficient to pay all transaction costs contemplated by the LendersReorganization Transactions. (hk) The Required Lenders shall be reasonably satisfied that (i) the Parent and its Subsidiaries will be able to meet their respective obligations under all employee and retiree welfare plans, (ii) the employee benefit plans of the Parent and its ERISA Affiliates are, in all material respects, funded in accordance with the minimum statutory requirements, (iii) no “"reportable event” " (as defined in ERISA, but excluding events for which reporting has been waived) has occurred as to any such employee benefit plan and (iv) no termination of, or withdrawal from, any such employee benefit plan has occurred or is contemplated that could reasonably be expected to result in a material liability. (i) The parties shall have executed and delivered the First Lien Loan Documents which shall be in form and substance reasonably acceptable to the Lenders. (j) The parties shall have executed and delivered the New Third Lien Documents, in form and substance reasonably acceptable to the Lenders, and the New Third Lien Lenders shall have advanced to the Loan Parties an aggregate principal amount not less than $30,000,000 pursuant to the New Third Lien Documents. (k) The Third Lien Lenders under the Original Third Lien Credit Agreement shall have approved this Agreement, which approval shall be in form and substance reasonably acceptable to the Lenders. (l) The obligations under the Original Third Lien Credit Agreement Plan of Reorganization shall have been exchanged for New Third Lien Notes pursuant to confirmed by the Exchange Agreement Bankruptcy Court and no amount the effective date of New Third Lien Notes greater than the sum Plan of (x) $50,000,000 and (y) the aggregate amount of capitalized PIK interest Reorganization shall have occurred on the Existing Third Lien Notes through the Amendment Effective Date shall be outstanding immediately after the occurrence of or before the Amendment Effective Date. (m) The parties shall have executed and delivered the New Warrants, in form and substance reasonably acceptable to the Lenders and registered in such names as shall be satisfactory to the New Third Lien Lenders, and the issuance of such New Warrants Borrower shall not have triggered filed a petition for relief or be the subject of any preemptive rights of holders of involuntary petition for relief under the Loan Parties’ outstanding securities, or such rights shall have been waived to the satisfaction of the LendersBankruptcy Code. (n) The Administrative Agent Parent shall have received not less than $30,000,000 gross cash proceeds from the unaudited Consolidated balance sheet issuance of the Loan Parties as at March 31Reorganization Securities, 2005less applicable fees and expenses incurred in connection with the sale of such Reorganization Securities, and the related Consolidated statement of income and Consolidated statement of cash flows of the Loan Parties for the month then ended and the Projections certified by the Chief Executive Officer and Chief Financial Officer of the Parent as having been prepared in good faith on the basis of the assumptions stated therein, which assumptions were fair in light of the conditions existing at the time of delivery all of such informationproceeds, less such fees and expenses shall have been contributed to the Borrower. (o) There The Capital Lease Amendment shall have been no Material Adverse Change since December 31, 2004, it being understood that the events set forth on Schedule 4.01(o) hereto shall not be deemed to constitute a Material Adverse Changebecome effective. (p) The Loan Parties shall have delivered to the Agent favorable opinions, in form and substance satisfactory to the Administrative Agent, of counsel to those Subsidiary Guarantors organized in Alabama, North Carolina and Virginia. (q) The Administrative Agent shall have received an officer’s certificate duly executed by the Chief Financial Officer of the Borrower in substantially the form of Exhibit F hereto (a “Solvency Certificate”) (i) to the effect that the Parent and its Subsidiaries shall be Solvent upon the consummation of the transactions contemplated herein (including the transactions contemplated by the First Lien Loan Documents and the New Third Lien Documents); and (ii) containing such other statements with respect to the solvency of the Parent and its Subsidiaries and matters related thereto as the Administrative Agent or the Lenders shall request.

Conditions Precedent to the Amendment Effective Date. The occurrence of the Amendment Effective Date is subject to the satisfaction of the following conditions precedent: (a) The Amendment Effective Date shall occur on or before July 31November 30, 20052003. (b) The Administrative Agent shall have received the following, each dated the Amendment Effective Date (unless otherwise specified), in form and substance satisfactory to the Administrative Agent (unless otherwise specified) and (except for the Notes) in sufficient copies for each LenderLender Party: (i) The Notes payable to the order of the Lenders, to the extent requested by any Lender pursuant to Section 2.15(a). (ii) An amended and restated A security agreement in substantially the form of Exhibit D hereto (together with each other security agreement and security agreement supplement delivered pursuant to Section 5.01(j), in each case, case as amended, the “"Security Agreement”"), duly executed by each Loan Party, together with: (A) written confirmation of receipt by the First Lien Collateral Agent of certificates representing the Pledged Shares referred to under the First Lien Security Agreement and the Security Agreement accompanied by undated stock powers executed in blank and instruments evidencing the Pledged Debt indorsed in blank, to be held by the First Lien Collateral Agent pursuant to the terms of the First Lien Security Agreement and otherwise in accordance with the Second Intercreditor and Subordination Agreement. (B) acknowledgment copies or stamped receipt copies of proper financing statements (or proper amendments to any financing statements filed pursuant to the First Lien Credit Agreement and the Original BTI Credit Agreement), duly filed on or before the Amendment Effective Date under the Uniform Commercial Code of all jurisdictions that the Administrative Agent may reasonably deem necessary or desirable in order to perfect and protect the priority liens and security interests created under the Security Agreement, covering the Collateral described in the Security Agreement, subject only to the prior Lien of the First Lien Collateral Agent and Permitted Liens and otherwise in accordance with the Intercreditor and Subordination Agreement, (C) completed requests for information, dated on or before the Amendment Effective Date, listing the financing statements referred to in clause (B) above and all other effective financing statements filed in the jurisdictions referred to in clause (B) above that name any Loan Party as debtor, together with copies of such other financing statements, (D) evidence of the completion of all other recordings and filings of or with respect to the Security Agreement that the Administrative Agent may reasonably deem necessary or desirable in order to perfect and protect the Liens created thereby, (E) evidence of the insurance required by the terms of the Security Agreement, (F) written confirmation of receipt by the First Lien Collateral Agent of copies of the Assigned Agreements referred to in the Security Agreement, to be held by the First Lien Collateral Agent pursuant to the terms of the First Lien Security Agreement and otherwise in accordance with the Intercreditor and Subordination AgreementsAgreement, (G) Intentionally omitted, and (CH) evidence that all other action that the Administrative Agent may deem reasonably necessary or desirable in order to perfect and protect the priority liens and security interests created under the Security Agreement has been taken (including, without limitation, receipt of duly executed payoff letters, UCC-3 termination statements, landlords’, mortgagees’ ' and bailees’ ' waiver and consent agreements and account control and cash management agreements in form and substance satisfactory to the Administrative Agent) subject only to the prior Lien of the First Lien Collateral Agent and Permitted Liens and otherwise in accordance with the Second Lien Intercreditor and Subordination Agreement. (iii) The Intercreditor and Subordination Agreements Agreement in substantially the form of Exhibits E-1 and E-2 Exhibit E hereto, duly executed by each of the parties thereto. (iv) Certified copies of the resolutions of the Board of Directors of each Loan Party approving the Transactions and each Loan Document to which it is or is to be a party, and of all documents evidencing other necessary corporate action and governmental and other third party approvals and consents, if any, with respect to the Transactions and each Loan Document to which it is or is to be a party. (v) A copy of a certificate of the Secretary of State of the jurisdiction of incorporation of each Loan Party, dated reasonably near the date of the Amendment Effective Date, certifying (A) as to a true and correct copy of the charter of such Loan Party and each amendment thereto on file in such Secretary’s 's office and (B) that (1) such amendments are the only amendments to such Loan Party’s 's charter on file in such Secretary’s 's office, (2) to the extent that the Secretary of State of the applicable jurisdiction of incorporation provides such a certification, such Loan Party has paid all franchise taxes to the date of such certificate and (C) such Loan Party is duly incorporated and in good standing or presently subsisting under the laws of the State of the jurisdiction of its incorporation. (vi) A copy of a certificate of the Secretary of State in each jurisdiction in which each Loan Party is qualified to do business, dated reasonably near the date of the Amendment Effective Date, stating that such Loan Party is duly qualified and in good standing as a foreign corporation in such State and has filed all annual reports required to be filed to the date of such certificate, except where the failure to be so qualified and in good standing does not have a Material Adverse Effect. (vii) A certified copy of the articles of merger as filed with the Secretary of State of the State of North Carolina certifying that the Merger has been consummated. (viii) A certificate of each Loan Party, signed on behalf of such Loan Party by its President or a Vice President and its Secretary or any Assistant Secretary, dated the Amendment Effective Date (the statements made in which certificate shall be true on and as of the Amendment Effective Date), certifying as to (A) the absence of any amendments to the charter of such Loan Party since the date of the Secretary of State’s 's certificate referred to in Section 3.01(b)(v3.01(b)(iv), except as required to consummate the Merger, (B) a true and correct copy of the bylaws of such Loan Party as in effect on the date on which the resolutions referred to in Section 3.01(b)(iv3.01(b)(iii) were adopted and on the Amendment Effective Date, (C) the due incorporation and good standing or valid existence of such Loan Party as a corporation organized under the laws of the jurisdiction of its incorporation, and the absence of any proceeding for the dissolution or liquidation of such Loan Party, (D) the truth of the representations and warranties contained in the Loan Documents as though made on and as of the Amendment Effective Date, Date and (E) the absence of any event occurring and continuing, or resulting from entering into this Agreement, that constitutes a Default and (F) the absence of any event occurring and continuing that constitutes a Default (as defined in the Existing Second Lien Credit Agreement) under the Existing Second Lien Credit Agreement or a statement as to such Default and a reasonably detailed description thereofDefault. (viiiix) A certificate of the Secretary or an Assistant Secretary of each Loan Party certifying the names and true signatures of the officers of such Loan Party authorized to sign each Loan Document to which it is or is to be a party and the other documents to be delivered hereunder and thereunder. (ixx) Certificates, in substantially the form of Exhibit F hereto, attesting to the Solvency of each Loan Party after giving effect to the Transactions and the Merger Transactions to be effected on the Merger Closing Date, from the Chief Financial Officer of such Loan Party. (xi) Such financial, business and other information regarding each Loan Party and its Subsidiaries as the Lender Parties shall have reasonably requested, including, without limitation, information as to possible contingent liabilities, tax matters, environmental matters, obligations under Plans, Multiemployer Plans and Welfare Plans, collective bargaining agreements and other arrangements with employees, audited annual financial statements as of and for Fiscal Year 2002, and interim financial statements dated the end of the most recent fiscal quarter for which financial statements are available (or, in the event the Lender Parties' due diligence review reveals material changes since such financial statements, as of a later date within 45 days before the Amendment Effective Date), pro forma financial statements of the Borrower and forecasts prepared by management of the Borrower, in form and substance reasonably satisfactory to the Lender Parties, with respect to Fiscal Year 2003. (xii) Evidence of insurance naming the Collateral Agent as additional insured and loss payee with such responsible and reputable insurance companies or associations associations, and evidence of directors’ in such amounts and officers’ liability insurance naming the individuals who are elected covering such risks, as is reasonably satisfactory to the board of directors of the Parent as additional insured and loss payees with such responsible and reputable insurance companies or associationsLender Parties. (xxiii) Favorable opinions of counsel for the Loan Parties, in substantially the form of Exhibit G hereto and as to such other matters as any Lender Party through the Administrative Agent may reasonably request. (xiv) A copy of all the documents relating to the Merger Transactions, each duly executed by the parties thereto. (c) The Lender Parties shall be satisfied with the corporate and legal structure and capitalization of each Loan Party and each of its Subsidiaries whose Equity Interests are being pledged pursuant to the Loan Documents, including the terms and conditions of the charter, bylaws and each class of Equity Interest in each Loan Party and each such Subsidiary and of each agreement or instrument relating to such structure or capitalization. (d) The Lender Parties shall be satisfied that all Surviving Debt shall be on terms and conditions reasonably satisfactory to the Lender Parties. (e) Before giving effect to the Transactions, there shall have occurred no Material Adverse Change since December 31, 2002. (f) There shall exist no action, suit, investigation, litigation or proceeding affecting any Loan Party or any of its Subsidiaries pending or threatened before any court, governmental agency or arbitrator that (i) could reasonably be expected to have a Material Adverse Effect other than the matters described on Schedule 4.01(f) hereto (the “"Disclosed Litigation”)") or (ii) could reasonably be expected to have a Material Adverse Effect on the consummation of the Transactions or the Merger Transactions. (dg) All governmental and third party consents and approvals set forth on Part I of Schedule 4.01(d) necessary in connection with the Transactions shall have been obtained (without the imposition of any conditions that are not reasonably acceptable to the LendersLender Parties) and shall remain in effect (other than any consents and approvals the absence of which, either individually or in the aggregate, would not have a Material Adverse Effect); all applicable waiting periods in connection with the Transactions shall have expired without any action being taken by any competent authority (other than any action which either individually or in the aggregate with all such actions would not reasonably be expected to have a Material Adverse Effect), and no law or regulation shall be applicable in the reasonable judgment of the LendersLender Parties, in each case that restrains, prevents or imposes materially adverse conditions upon the Transactions or the rights of the Loan Parties or their Subsidiaries freely to transfer or otherwise dispose of, or to create any Lien on, any properties now owned or hereafter acquired by any of them. (eh) All Pre-Amendment Information shall be true, correct and complete in all material aspects as of the dates specified therein, and no additional information shall have come to the attention of the Loan Parties that could reasonably be expected to have a Material Adverse Effect. (fi) Evidence The Lender Parties shall have completed a due diligence investigation of the Loan Parties in scope, and with results, satisfactory to the Lender Parties, and nothing shall have come to the attention of the Lender Parties during the course of such due diligence investigation to lead them to believe that all obligations owing under the Existing First Lien Credit Agreement (and Transactions will have a Material Adverse Effect; without limiting the other Loan Documents referred to therein) generality of the foregoing, the Lender Parties shall have been repaid or will be repaid concurrently with given such access to the consummation management, records, books of account, contracts and properties of the Transactions and all security interests granted in connection therewith Loan Parties as they shall have been terminated and releasedrequested. (gj) The Borrower shall have paid (or made provision therefor in a manner reasonably satisfactory i) all accrued and unpaid interest, expenses and fees outstanding with respect to the AgentsFirst Amended ITCD Credit Agreement, (ii) all reasonable accrued and documented costs unpaid interest, expenses and expenses fees outstanding with respect to the Original BTI Credit Agreement and (iii) all accrued fees of the Administrative Agent Agent, the Lender Parties and the Agents (including the accrued reasonable and documented fees and expenses of legal counsel and financial advisors to the Administrative Agent) and the Lenders). (hk) The Required Lenders shall be reasonably satisfied that (i) the Parent and its Subsidiaries will be able to meet their respective obligations under all employee and retiree welfare plans, (ii) the employee benefit plans of the Parent and its ERISA Affiliates are, in all material respects, funded in accordance with the minimum statutory requirements, (iii) no “"reportable event” " (as defined in ERISA, but excluding events for which reporting has been waived) has occurred as to any such employee benefit plan and (iv) no termination of, or withdrawal from, any such employee benefit plan has occurred or is contemplated that could reasonably be expected to result in a material liability. (il) The Merger Transactions to be consummated on the Merger Closing Date shall have been consummated in accordance with the Merger Agreement. (m) The Second Capital Lease Amendment shall have become effective. (n) The parties shall have executed and delivered the First Lien Loan Documents which shall be in form and substance reasonably acceptable to the Lenders. (j) The parties shall have executed and delivered the New Third Lien Documents, in form and substance reasonably acceptable to the Lenders, and the New Third Lien Lenders shall have advanced to the Loan Parties an aggregate principal amount not less than $30,000,000 pursuant to the New Third Lien Documents. (k) The Third Lien Lenders under the Original Third Lien Credit Agreement shall have approved this Agreement, which approval shall be in form and substance reasonably acceptable to the Lenders. (l) The obligations under the Original Third Lien Credit Agreement shall have been exchanged for New Third Lien Notes pursuant to the Exchange Agreement and no amount of New Third Lien Notes greater than the sum of (x) $50,000,000 and (y) the aggregate amount of capitalized PIK interest on the Existing Third Lien Notes through the Amendment Effective Date shall be outstanding immediately after the occurrence of the Amendment Effective Date. (m) The parties shall have executed and delivered the New Warrants, in form and substance reasonably acceptable to the Lenders and registered in such names as shall be satisfactory to the New Third Lien Lenders, and the issuance of such New Warrants shall not have triggered any preemptive rights of holders of the Loan Parties’ outstanding securities, or such rights shall have been waived to the satisfaction of the Lenders. (n) The Administrative Agent shall have received the unaudited Consolidated balance sheet of the Loan Parties as at March 31, 2005, and the related Consolidated statement of income and Consolidated statement of cash flows of the Loan Parties for the month then ended and the Projections certified by the Chief Executive Officer and Chief Financial Officer of the Parent as having been prepared in good faith on the basis of the assumptions stated therein, which assumptions were fair in light of the conditions existing at the time of delivery of such information. (o) There shall have been no Material Adverse Change since December 31, 2004, it being understood that the events set forth on Schedule 4.01(o) hereto shall not be deemed to constitute a Material Adverse Change. (p) The Loan Parties shall have delivered to the Agent favorable opinions, in form and substance satisfactory to the Administrative Agent, of counsel to those Subsidiary Guarantors organized in Alabama, North Carolina and Virginia. (q) The Administrative Agent shall have received an officer’s certificate duly a fully executed by fee letter from the Chief Financial Officer of the Borrower in substantially the form of Exhibit F hereto (a “Solvency Certificate”) (i) to the effect that the Parent and its Subsidiaries shall be Solvent upon the consummation of the transactions contemplated herein (including the transactions contemplated by the First Lien Loan Documents and the New Third Lien Documents); and (ii) containing such other statements with respect to the solvency of the Parent and its Subsidiaries and matters related thereto as the Administrative Agent or the Lenders shall requestBorrower.

Conditions Precedent to the Amendment Effective Date. The occurrence of the Amendment Effective Date is subject to the satisfaction of the following conditions precedent: (a) The Amendment Effective Date shall occur on or before July 31March 29, 2005. (b) The Administrative Agent shall have received the following, each dated the Amendment Effective Date (unless otherwise specified), in form and substance satisfactory to the Administrative Agent (unless otherwise specified) and (except for the Notes) in sufficient copies for each Lender: (i) The Notes payable to the order of the Lenders, to the extent requested by any Lender pursuant to Section 2.15(a). (ii) An amended and restated security agreement in substantially the form of Exhibit D hereto (together with each other security agreement and security agreement supplement delivered pursuant to Section 5.01(j), in each case, case as amended, the “Security Agreement”), duly executed by each Loan Party, together with: (A) written confirmation of receipt by the First Lien Collateral Agent of certificates representing the Pledged Shares referred to under the First Lien Security Agreement and the Security Agreement accompanied by undated stock powers executed in blank and instruments evidencing the Pledged Debt indorsed in blank, to be held by the First Lien Collateral Agent pursuant to the terms of the First Lien Security Agreement and otherwise in accordance with the Second Lien Intercreditor and Subordination Agreement, (B) acknowledgment copies or stamped receipt copies of proper financing statements (or proper amendments to any financing statements filed pursuant to the First Amended ITCD Credit Agreement, Second Amended ITCD Credit Agreement or the Original Second Lien Credit Agreement), duly filed on or before the Amendment Effective Date under the Uniform Commercial Code of all jurisdictions that the Administrative Agent may reasonably deem necessary or desirable in order to perfect and protect the first priority liens and security interests created under the Security Agreement, covering the Collateral described in the Security Agreement, subject only to the prior Lien of the First Lien Collateral Agent and Permitted Liens and otherwise in accordance with the Second Lien Intercreditor and Subordination Agreement, (C) completed requests for information, dated on or before the Amendment Effective Date, listing the financing statements referred to in clause (B) above and all other effective financing statements filed in the jurisdictions referred to in clause (B) above that name any Loan Party as debtor, together with copies of such other financing statements, (D) evidence of the completion of all other recordings and filings of or with respect to the Security Agreement that the Administrative Agent may reasonably deem necessary or desirable in order to perfect and protect the Liens created thereby, (E) written confirmation of receipt by the First Lien Collateral Agent of copies of the Assigned Agreements referred to in the Security Agreement, to be held by the First Lien Collateral Agent pursuant to the terms of the First Lien Security Agreement and otherwise in accordance with the Intercreditor and Subordination Agreements, and (CF) evidence that all other action that the Administrative Agent may deem reasonably necessary or desirable in order to perfect and protect the liens and security interests created under the Security Agreement has been taken (including, without limitation, receipt of duly executed payoff letters, UCC-3 termination statements, landlords’, mortgagees’ and bailees’ waiver and consent agreements and account control and cash management agreements in form and substance satisfactory to the Administrative Agent) subject only to the prior Lien of the First Lien Collateral Agent and Permitted Liens and otherwise in accordance with the Second Lien Intercreditor and Subordination Agreement. (iii) The Capital Lease Assignments substantially in the form of Exhibit B hereto. (iv) The Intercreditor and Subordination Agreements in substantially the form of Exhibits E-1 and E-2 Exhibit E hereto, duly executed by each of the parties thereto. (ivv) Certified copies of the resolutions of the Board of Directors of each Loan Party approving the Transactions and each Loan Document to which it is or is to be a party, and of all documents evidencing other necessary corporate action and governmental and other third party approvals and consents, if any, with respect to the Transactions and each Loan Document to which it is or is to be a party. (vvi) A copy of a certificate of the Secretary of State of the jurisdiction of incorporation of each Loan Party, dated reasonably near the date of the Amendment Effective Date, certifying (A) as to a true and correct copy of the charter of such Loan Party and each amendment thereto on file in such Secretary’s office and (B) that (1) such amendments are the only amendments to such Loan Party’s charter on file in such Secretary’s office, (2) to the extent that the Secretary of State of the applicable jurisdiction of incorporation provides such a certification, such Loan Party has paid all franchise taxes to the date of such certificate and (C) such Loan Party is duly incorporated and in good standing or presently subsisting under the laws of the State of the jurisdiction of its incorporation. (vivii) A copy of a certificate of the Secretary of State in each jurisdiction in which each Loan Party is qualified to do business, dated reasonably near the date of the Amendment Effective Date, stating that such Loan Party is duly qualified and in good standing as a foreign corporation in such State and has filed all annual reports required to be filed to the date of such certificate, except where the failure to be so qualified and in good standing does not have a Material Adverse Effect. (viiviii) A certificate of each Loan Party, signed on behalf of such Loan Party by its President or a Vice President and its Secretary or any Assistant Secretary, dated the Amendment Effective Date (the statements made in which certificate shall be true on and as of the Amendment Effective Date), certifying as to (A) the absence of any amendments to the charter of such Loan Party since the date of the Secretary of State’s certificate referred to in Section 3.01(b)(v), 3.02(b)(vi) (B) a true and correct copy of the bylaws of such Loan Party as in effect on the date on which the resolutions referred to in Section 3.01(b)(iv3.01(b)(v) were adopted and on the Amendment Effective Date, (C) the due incorporation and good standing or valid existence of such Loan Party as a corporation organized under the laws of the jurisdiction of its incorporation, and the absence of any proceeding for the dissolution or liquidation of such Loan Party, (D) the truth of the representations and warranties contained in the Loan Documents as though made on and as of the Amendment Effective Date, (E) the absence of any event occurring and continuing, or resulting from entering into this Agreement, that constitutes a Default and (F) the absence of any event occurring and continuing that constitutes a Default (as defined in the Existing Original Second Lien Credit Agreement) under the Existing Original Second Lien Credit Agreement or a statement as to such Default and a reasonably detailed description thereof. (viiiix) A certificate of the Secretary or an Assistant Secretary of each Loan Party certifying the names and true signatures of the officers of such Loan Party authorized to sign each Loan Document to which it is or is to be a party and the other documents to be delivered hereunder and thereunder. (ixx) Evidence of insurance naming the Collateral Agent as additional insured and loss payee with such responsible and reputable insurance companies or associations associations, and evidence of directors’ in such amounts and officers’ liability insurance naming the individuals who are elected covering such risks, as is reasonably satisfactory to the board of directors of the Parent as additional insured and loss payees with such responsible and reputable insurance companies or associationsLenders. (xxi) Favorable opinions of counsel for the Loan Parties, in substantially the form of Exhibit G hereto and as to such other matters as any Lender through the Administrative Agent may reasonably request. (c) There shall exist no action, suit, investigation, litigation or proceeding affecting any Loan Party or any of its Subsidiaries pending or threatened before any court, governmental agency or arbitrator that (i) could reasonably be expected to have a Material Adverse Effect other than the matters described on Schedule 4.01(f) hereto (the “Disclosed Litigation”). (d) All governmental and third party consents and approvals set forth on Part I of Schedule 4.01(d) necessary in connection with the Transactions shall have been obtained (without the imposition of any conditions that are not reasonably acceptable to the Lenders) and shall remain in effect (other than any consents and approvals the absence of which, either individually or in the aggregate, would not have a Material Adverse Effect); all applicable waiting periods in connection with the Transactions shall have expired without any action being taken by any competent authority (other than any action which either individually or in the aggregate with all such actions would not reasonably be expected to have a Material Adverse Effect), and no law or regulation shall be applicable in the reasonable judgment of the Lenders, in each case that restrains, prevents or imposes materially adverse conditions upon the Transactions or the rights of the Loan Parties or their Subsidiaries freely to transfer or otherwise dispose of, or to create any Lien on, any properties now owned or hereafter acquired by any of them. (e) All Pre-Amendment Information shall be true, correct and complete in all material aspects as of the dates specified therein, and no additional information shall have come to the attention of the Loan Parties that could reasonably be expected to have a Material Adverse Effect. (f) Evidence that all obligations owing under the Existing First Lien Credit Agreement (and the other Loan Documents referred to therein) have been repaid or will be repaid concurrently with the consummation of the Transactions and all security interests granted in connection therewith have been terminated and released. (g) The Borrower shall have paid (or made provision therefor in a manner reasonably satisfactory to the Agents) (i) all accrued and unpaid interest, expenses and fees outstanding with respect to the First Amended ITCD Credit Agreement, (ii) all reasonable and documented costs and expenses of the Administrative Agent (including the reasonable and documented fees and expenses of legal counsel and financial advisors to the Administrative Agent) and the Lenders, and (iii) the fees set forth in Section 2.07. (hg) The Lenders shall be reasonably satisfied that (i) the Parent and its Subsidiaries will be able to meet their respective obligations under all employee and retiree welfare plans, (ii) the employee benefit plans of the Parent and its ERISA Affiliates are, in all material respects, funded in accordance with the minimum statutory requirements, (iii) no “reportable event” (as defined in ERISA, but excluding events for which reporting has been waived) has occurred as to any such employee benefit plan and (iv) no termination of, or withdrawal from, any such employee benefit plan has occurred or is contemplated that could reasonably be expected to result in a material liability. (ih) The parties shall have executed and delivered the First Lien Loan Documents which shall be in form and substance reasonably reasonable acceptable to the Lenders. (ji) The parties shall have executed and delivered the New Third Lien Loan Documents, in form and substance reasonably acceptable to the Lenders, and the New Third Lien Lenders shall have advanced to the Loan Parties an aggregate principal amount not less than $30,000,000 20,000,000 pursuant to the New Third Lien Loan Documents. (kj) The Third Lien Lenders Lessees shall have paid all accrued and outstanding interest under the Original Third Lien Credit Agreement shall have approved this Agreement, which approval shall be in form NTFC Capital Lease and substance reasonably acceptable to the Lenders. (l) The obligations under the Original Third Lien Credit Agreement shall have been exchanged for New Third Lien Notes pursuant to the Exchange Agreement and no amount of New Third Lien Notes greater than the sum of (x) $50,000,000 and (y) the aggregate amount of capitalized PIK interest GECC Capital Lease on the Existing Third Lien Notes through the Amendment Effective Date shall be outstanding immediately after the occurrence of or before the Amendment Effective Date. (mk) The parties shall have executed and delivered the New WarrantsWarrant Documents, in form and substance reasonably acceptable to the Lenders and duly executed warrants in definitive form and registered in such names as shall be satisfactory to the New Third Lien Lenders, and the issuance of such New Warrants shall not have triggered any preemptive rights of holders of the Loan Parties’ outstanding securities, or such rights shall have been waived to the satisfaction of the Lenders. (nl) The Administrative Agent shall have received drafts of the unaudited audited Consolidated balance sheet of the Loan Parties as at March December 31, 20052004, and drafts of the audited related Consolidated statement of income and Consolidated statement of cash flows of the Loan Parties for the month Fiscal Year then ended and the Projections certified by the Chief Executive Officer and Chief Financial Officer of the Parent as having been prepared in good faith on the basis of the assumptions stated therein, which assumptions were fair in light of the conditions existing at the time of delivery of such informationended. (o) There shall have been no Material Adverse Change since December 31, 2004, it being understood that the events set forth on Schedule 4.01(o) hereto shall not be deemed to constitute a Material Adverse Change. (p) The Loan Parties shall have delivered to the Agent favorable opinions, in form and substance satisfactory to the Administrative Agent, of counsel to those Subsidiary Guarantors organized in Alabama, North Carolina and Virginia. (q) The Administrative Agent shall have received an officer’s certificate duly executed by the Chief Financial Officer of the Borrower in substantially the form of Exhibit F hereto (a “Solvency Certificate”) (i) to the effect that the Parent and its Subsidiaries shall be Solvent upon the consummation of the transactions contemplated herein (including the transactions contemplated by the First Lien Loan Documents and the New Third Lien Documents); and (ii) containing such other statements with respect to the solvency of the Parent and its Subsidiaries and matters related thereto as the Administrative Agent or the Lenders shall request.