Second Amendment to Amended and Restated Credit Agreement



 Exhibit 10.1 
  
 EXECUTION COPY 
  
 SECOND AMENDMENT TO AMENDED AND RESTATED 
 CREDIT AGREEMENT AND WAIVER 
  
 THIS SECOND
AMENDMENT TO AMENDED AND RESTATED CREDIT AGREEMENT AND WAIVER (this “Amendment”), dated as of August 5, 2005, is by and among THE PANTRY, INC., a Delaware corporation, (the “Borrower”), those Domestic
Subsidiaries of the Borrower identified as a “Guarantor” on the signature pages hereto (individually a “Guarantor” and collectively the “Guarantors”), the Lenders party hereto, and WACHOVIA BANK,
NATIONAL ASSOCIATION, as administrative agent for the Lenders (in such capacity, the “Administrative Agent”). 
  
 WITNESSETH 
  
 WHEREAS, the Borrower, the Guarantors, the several banks and other financial institutions as may from time to time become parties thereto, and the
Administrative Agent have entered into that certain Amended and Restated Credit Agreement dated as of March 12, 2004 (as previously amended, modified or supplemented and as further amended, modified, supplemented, restated or amended and restated
from time to time, the “Credit Agreement”; capitalized terms used but not otherwise defined herein shall have the meaning ascribed thereto in the Credit Agreement); 
  
 WHEREAS, the Borrower has requested certain amendments to the Credit Agreement as more fully set forth herein;

  
 WHEREAS, the Borrower has notified the Administrative
Agent and the Lenders that (1) Events of Default exist under the Credit Agreement as a result of the failure of the representations contained in Sections 3.3 and 3.18 of the Credit Agreement to be true and correct when made as such representations
relate to financial statements and related certificates delivered by the Borrower for Fiscal Years 2003 and 2004; (2) Events of Default exist under the Credit Agreement as a result of the failure of the representation contained in Section 3.20 of
the Credit Agreement to be true and correct when made as such representation relates to Indebtedness incurred pursuant to the Sale Leaseback Transaction and certain other sale leaseback transactions entered into by the Credit Parties prior to the
date hereof, previously characterized as Operating Leases, that have been re-characterized as Capital Leases (collectively, with the Sale Leaseback Transaction, the “Existing Sale Leaseback Transactions”); (3) Events of Default
exist under the Credit Agreement as a result of the Borrower’s failure to deliver quarterly and annual financial statements and related certificates which fairly present, in all material respects, the financial condition of the Borrower and its
Subsidiaries, as required by Sections 5.1(a), (b) and (c) of the Credit Agreement; (4) an Event of Default exists under the Credit Agreement as a result of Borrower’s failure to deliver a notice of Default within the time period provided
pursuant to Section 5.1(h) of the Credit Agreement; (5) an Event of Default exists under the Credit Agreement as a result of Borrower’s failure to maintain proper books and records as required pursuant to Section 5.5(a) of the Credit Agreement;
(6) Events of Default exist under the Credit 










 
Agreement as a result of Borrower’s incurrence of Indebtedness pursuant to the Existing Sale Leaseback Transactions which is not permitted pursuant to
Section 6.1 of the Credit Agreement; (7) an Event of Default exists under the Credit Agreement as a result of the guaranty of the Indebtedness incurred pursuant to the Existing Sale Leaseback Transactions, which guaranty is not permitted pursuant to
Section 6.4 of the Credit Agreement; (8) an Event of Default exists under the Credit Agreement as a result of the Liens on the assets subject to the Existing Sale Leaseback Transactions, which Liens are not permitted pursuant to Section 6.2 of the
Credit Agreement; (the Events of Default referred to in clauses (1)-(8) above, collectively, the “Acknowledged Events of Defaults”); and (9) Events of Default exist under the Credit Agreement as a result of the Borrower’s
failure to join certain Domestic Subsidiaries (the “Non-Joined Subsidiaries”) to the Credit Agreement as Additional Credit Parties as required pursuant to Section 5.9 of the Credit Agreement (the “Joinder Events of
Default”); 
  
 WHEREAS, the Borrower has requested
that the Required Lenders agree to waive the Acknowledged Events of Default on a one-time basis; and 
  
 WHEREAS, the Required Lenders have agreed to such amendments and are willing to grant such waivers, subject to the terms and conditions set forth
herein. 
  
 NOW, THEREFORE, in consideration of the
agreements hereinafter set forth, and for other good and valuable consideration, the receipt and adequacy of which are hereby acknowledged, the parties hereto agree as follows: 
  
 ARTICLE I 
 AMENDMENTS TO CREDIT AGREEMENT 
  
 1.1
Definition of Applicable Margin. All references to “Leverage Ratio” in the definition of “Applicable Margin” in Section 1.1 of the Credit Agreement are hereby changed to refer to “Consolidated Pro Forma Leverage
Ratio”. 
  
 1.2 Section 6.1(c). Section
6.1(c) of the Credit Agreement is hereby amended and restated in its entirety to read as follows: 
  
 (c) the Borrower and its Subsidiaries may become and remain liable with respect to Indebtedness in respect of Capital Leases and
Indebtedness incurred in the ordinary course of business to finance the cost of acquisition or the cost of construction, improvement or remodeling of an asset used in the business of the Borrower and its Subsidiaries; provided that (i) the
principal amount of such Indebtedness does not exceed the sum of 100% of such cost of acquisition plus the reasonable fees and expenses incurred in connection therewith and (ii) any lien or encumbrance securing such Indebtedness is placed on such
asset not more than 90 days after its acquisition or the completion of construction, improvement or remodeling, as the case may be; 
  

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 1.3 Section 6.4. Section 6.4 of the Credit Agreement is hereby amended by adding the
following clause (i) thereto and making corresponding grammatical corrections to the remaining clauses of Section 6.4: 
  
 (i) the Borrower and its Subsidiaries may become and remain liable with respect to Contingent Obligations with respect to Indebtedness
of a Credit Party under Permitted Sale Leaseback Transactions. 
  
 1.4 Section 6.6(a). Section 6.6(a) of the Credit Agreement is hereby amended and restated in its entirety to read as follows: 
  
 (a) Consolidated Pro Forma Leverage Ratio. The Consolidated Pro Forma Leverage Ratio, as of the last day of each Fiscal Quarter
of the Borrower occurring during the periods indicated below, shall be less than or equal to the following: 
  

			
	 Period

	  	Ratio


	 Closing Date through September 29, 2004
	  	4.75 to 1.00
		
	 September 30, 2004 through September 28, 2005
	  	5.00 to 1.00
		
	 September 29, 2005 through September 27, 2006
	  	4.75 to 1.00
		
	 September 28, 2006 through September 26, 2007
	  	4.50 to 1.00
		
	 September 27, 2007 through September 24, 2008
	  	4.25 to 1.00
		
	 September 25, 2008 and thereafter
	  	4.00 to 1.00

  
 1.5
Section 6.6(c). The introductory paragraph of Section 6.6(c) of the Credit Agreement is hereby amended and restated in its entirety to read as follows: 
  
 (c) Consolidated Capital Expenditures. Consolidated Capital Expenditures made during any Fiscal
Year of the Borrower shall be less than or equal to the greater of (i) 35% of Consolidated Pro Forma EBITDA as of the end of the immediately preceding Fiscal Year or (ii) the amount set forth below with respect to such Fiscal Year:

  
 ARTICLE II 
 WAIVER 
  
 2.1 Waiver of Events of Default. 
  
 Notwithstanding the provisions of the Credit Agreement to the contrary, the Lenders hereby waive, on a limited, one-time basis, (a) the Acknowledged
Events of Default under the Credit Agreement, in each case, on or prior to the date hereof and (b) the Joinder Events of Default on or prior to the date hereof, so long as each Non-Joined Subsidiary shall be joined to the Credit Agreement as an
Additional Credit Party as required pursuant to Section 5.9 of the Credit Agreement within 30 days of the date of this Amendment. 
  
 This Amendment shall be effective only to the extent specifically set forth herein and shall not (i) be construed as a waiver of any breach or default
other than as specifically waived 

  

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herein nor as a waiver of any breach or default of which the Lenders have not been informed by the Borrower, (ii) affect the right of the Lenders to demand
compliance by the Borrower with all terms and conditions of the Credit Agreement in all other instances, (iii) be deemed a waiver of any transaction or future action on the part of the Borrower requiring the Lenders’ or the Required
Lenders’ consent or approval under the Credit Agreement, or (iv) except as waived hereby with respect to the Acknowledged Events of Default and the Joinder Events of Default, be deemed or construed to be a wavier or release of, or a limitation
upon, the Administrative Agent’s or the Lenders’ exercise of any rights or remedies under the Credit Agreement or any other document executed or delivered in connection therewith, whether arising as a consequence of any Event of Default
which may now exist or otherwise, all such rights and remedies hereby being expressly reserved. 
  
 ARTICLE III 
 CONDITIONS TO EFFECTIVENESS 
  
 3.1 Closing Conditions. 
  
 This Amendment shall become effective as of the date first above written upon
satisfaction of the following conditions (in form and substance reasonably acceptable to the Administrative Agent): 
  
 (a) Executed Amendment. Receipt by the Administrative Agent of a copy of this Amendment duly executed by each of the Credit Parties
and the Required Lenders. 
  
 (b) Fees.
Receipt by the Administrative Agent of all fees and expenses of the Administrative Agent in connection with the arrangement, preparation, execution and delivery of this Amendment, including, without limitation, the fees and expenses of Moore &
Van Allen PLLC. 
  
 ARTICLE IV 
 MISCELLANEOUS 
  
 4.1 Amended Terms. All references to the Credit Agreement in each of the Credit Documents shall hereafter mean the Credit Agreement as
amended by this Amendment. Except as specifically amended hereby or otherwise agreed, the Credit Agreement is hereby ratified and confirmed and shall remain in full force and effect according to its terms. The amendments to the Credit Agreement set
forth in this Amendment shall be effective from and after the date of this Amendment and shall not be applied retroactively. 
  
 4.2 Representations and Warranties of Credit Parties. Each of the Credit Parties represents and warrants as follows: 
  
 (a) It has taken all necessary action to authorize the
execution, delivery and performance of this Amendment. 
  

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 (b) This Amendment has been duly executed and delivered by such Person and constitutes
such Person’s legal, valid and binding obligations, enforceable in accordance with its terms, except as such enforceability may be subject to (i) bankruptcy, insolvency, reorganization, fraudulent conveyance or transfer, moratorium or similar
laws affecting creditors’ rights generally and (ii) general principles of equity (regardless of whether such enforceability is considered in a proceeding at law or in equity). 
  
 (c) No consent, approval, authorization or order of, or filing, registration or qualification with, any
court or governmental authority or third party is required in connection with the execution, delivery or performance by such Person of this Amendment. 
  
 (d) The representations and warranties set forth in Article III of the Credit Agreement are true and correct as of the date hereof (except
for those which expressly relate to an earlier date). 
  
 (e) No Default or Event of Default (other than the Acknowledged Events of Default and the Joinder Events of Default) exists before or after giving effect to this Amendment. 
  
 4.3 Acknowledgment of Guarantors. The Guarantors acknowledge and consent to all of the terms and conditions of
this Amendment and agree that this Amendment and all documents executed in connection herewith do not operate to reduce or discharge the Guarantors’ obligations under the Credit Documents. 
  
 4.4 Credit Document. This Amendment shall constitute a Credit
Document under the terms of the Credit Agreement. 
  
 4.5
Entirety. This Amendment and the other Credit Documents embody the entire agreement between the parties hereto and supersede all prior agreements and understandings, oral or written, if any, relating to the subject matter hereof.

  
 4.6 Counterparts; Telecopy. This Amendment may
be executed in any number of counterparts, each of which when so executed and delivered shall be an original, but all of which shall constitute one and the same instrument. Delivery of an executed counterpart to this Amendment by telecopy shall be
effective as an original and shall constitute a representation that an original will be delivered. 
  
 4.7 Survival. Except as expressly modified and amended in this Amendment, all of the terms and provisions and conditions of each of the
Credit Documents shall remain unchanged. 
  
 4.8 Successors
and Assigns. This Amendment shall be binding upon and inure to the benefit of the parties hereto and their respective successors and assigns. 
  

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 4.9 GOVERNING LAW. THIS AMENDMENT AND WAIVER AND THE RIGHTS AND OBLIGATIONS OF THE PARTIES
UNDER THIS AMENDMENT AND WAIVER SHALL BE GOVERNED BY, AND CONSTRUED AND INTERPRETED IN ACCORDANCE WITH, THE LAW OF THE STATE OF NEW YORK. EACH OF THE CREDIT PARTIES AGREES THAT SECTIONS 5-1401 AND 5-1402 OF THE GENERAL OBLIGATIONS LAW OF THE STATE
OF NEW YORK SHALL APPLY TO THIS CREDIT AGREEMENT AND THE OTHER CREDIT DOCUMENTS. 
  
 4.10 Consent to Jurisdiction; Service of Process; Waiver of Jury Trial. The jurisdiction, services of process and waiver of jury trial provisions set forth in Sections 9.14 and 9.17 of the Credit
Agreement are hereby incorporated by reference, mutatis mutandis. 
  
 [BALANCE OF PAGE INTENTIONALLY LEFT BLANK] 
  

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 IN WITNESS WHEREOF the Borrower, the Guarantors and the Required Lenders have caused this Amendment to be
duly executed on the date first above written. 
  

									
	BORROWER:	 	 	 	 THE PANTRY, INC.,

	 	 	 	 	 a Delaware corporation

					
	 	 	 	 	 	 	By:	 	 /s/ Daniel J. Kelly

	 	 	 	 	 	 	 Name:
	 	 Daniel J. Kelly

	 	 	 	 	 	 	 Title:
	 	 Chief Financial Officer, Vice President–
 Finance and Secretary


  

									
	GUARANTORS:	 	 	 	 R & H MAXXON, INC.,

	 	 	 	 	 a South Carolina corporation

					
	 	 	 	 	 	 	By:	 	 /s/ Daniel J. Kelly

	 	 	 	 	 	 	 Name:
	 	 Daniel J. Kelly

	 	 	 	 	 	 	 Title:
	 	 Executive Vice President and
 Assistant Secretary

			
	 	 	 	 	 KANGAROO, INC.,

	 	 	 	 	 a Georgia corporation

					
	 	 	 	 	 	 	By:	 	 /s/ Daniel J. Kelly

	 	 	 	 	 	 	 Name:
	 	 Daniel J. Kelly

	 	 	 	 	 	 	 Title:
	 	 Executive Vice President and
 Assistant Secretary


  

 The Pantry, Inc. 
 Second Amendment and Waiver 








 ADMINISTRATIVE AGENT 
 AND LENDERS: 
  

			
	WACHOVIA BANK, NATIONAL ASSOCIATION,
	 as Administrative Agent and as a Lender

		
	 By:
	 	 /s/ Michael R. Jordan

	 Name:
	 	 Michael R. Jordan

	 Title:
	 	 Managing Director



  

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 LENDERS (continued): 
  

			
	 Allstate Life Insurance Company

		
	By:	 	 /s/ Chris Goergen

	 Name:
	 	 Chris Goergen

	 Title:
	 	 Authorized Signatory

		
	By:	 	 /s/ Breege A. Farrell

	 Name:
	 	 Breege A. Farrell

	 Title:
	 	 Authorized Signatory



  

			
	 AIMCO CDO, Series 2000-A

		
	By:	 	 /s/ Chris Goergen

	 Name:
	 	 Chris Goergen

	 Title:
	 	 Authorized Signatory

		
	By:	 	 /s/ Breege A. Farrell

	 Name:
	 	 Breege A. Farrell

	 Title:
	 	 Authorized Signatory



  

			
	 AIMCO CLO, Series 2005-A

		
	By:	 	 /s/ Chris Goergen

	 Name:
	 	 Chris Goergen

	 Title:
	 	 Authorized Signatory

		
	By:	 	 /s/ Breege A. Farrell

	 Name:
	 	 Breege A. Farrell

	 Title:
	 	 Authorized Signatory



  

 The Pantry, Inc. 
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 LENDERS (continued): 
  

			
	 Ares VIII CLO Ltd.

		
	By:	 	 Ares CLO Management VIII, L.P.,

	Its:	 	 Investment Manager

		
	By:	 	 Ares CLO GP VIII, LLC,

	Its:	 	 General Partner

		
	By:	 	 /s/ Seth J. Brufsky

	 Name:
	 	 Seth J. Brufsky

	 Title:
	 	 Vice President



  

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 LENDERS (continued): 
  

			
	By:	 	 Ares Enhanced Loan Management, L.P.,
 Investment Manager

		
	By:	 	 Ares Enhanced Loan GP, LLC

	Its:	 	 General Partner

		
	By:	 	 /s/ Seth J. Brufsky

	 Name:
	 	 Seth J. Brufsky

	 Title:
	 	 Vice President



  

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	LENDERS (continued):	 	 	 	 
	 	 	 	 	 ARES IV CLO LTD.

				
	 	 	 	 	 By:
	 	 Ares CLO Management IV, L.P.

	 	 	 	 	 Its:
	 	 Investment Manager

				
	 	 	 	 	 By:
	 	 Ares CLO GP IV, LLC

	 	 	 	 	 Its:
	 	 Managing Member

					
	 	 	 	 	 	 	 By:
	 	 /s/ Seth J. Brufsky

	 	 	 	 	 	 	 Name:
	 	 Seth J. Brufsky

	 	 	 	 	 	 	 Title:
	 	 Vice President


  

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	LENDERS (continued):	 	 	 	 
	 	 	 	 	 BRYN MAWR CLO, Ltd.

	 	 	 	 	By:	 	Deerfield Capital Management LLC as its Collateral Manager
					
	 	 	 	 	 	 	 By:
	 	 /s/ Dale Burrow

	 	 	 	 	 	 	 Name:
	 	 Dale Burrow

	 	 	 	 	 	 	 Title:
	 	 Sr. Vice President


  

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	LENDERS (continued):	 	 	 	 
	 	 	 	 	 Credit Industriel et Commercial

						
	 	 	 	 	 	 	 By:
	 	 /s/ Anthony Rock
	 	 /s/ Marcus Edward

	 	 	 	 	 	 	 Name:
	 	 Anthony Rock
	 	 Marcus Edward

	 	 	 	 	 	 	 Title:
	 	 Vice President
	 	 Vice President


  

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	LENDERS (continued):	 	 	 	 
	 	 	 	 	 FOREST CREEK CLO, Ltd

	 	 	 	 	By: Deerfield Capital Management LLC as its
Collateral Manager
					
	 	 	 	 	 	 	 By:
	 	 /s/ Dale Burrow

	 	 	 	 	 	 	 Name:
	 	 Dale Burrow

	 	 	 	 	 	 	 Title:
	 	 Sr. Vice President


  

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	LENDERS (continued):	 	 	 	 
	 	 	 	 	 FOXE BASIN CLO 2003, LTD.

	 	 	 	 	 By: GSO Capital Partners LP as Collateral Manager

					
	 	 	 	 	 	 	 By:
	 	 /s/ Daniel H. Smith

	 	 	 	 	 	 	 Name:
	 	 Daniel H. Smith

	 	 	 	 	 	 	 Title:
	 	 Authorized Signatory


  

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	LENDERS (continued):	 	 	 	Franklin CLO I, Limited
					
	 	 	 	 	 	 	 By:
	 	 /s/ Alex Guang Yu

	 	 	 	 	 	 	 Name:
	 	 Alex Guang Yu

	 	 	 	 	 	 	 Title:
	 	 Authorized Signatory


  

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	LENDERS (continued):	 	 	 	Franklin CLO II, Limited
					
	 	 	 	 	 	 	 By:
	 	 /s/ Alex Guang Yu

	 	 	 	 	 	 	 Name:
	 	 Alex Guang Yu

	 	 	 	 	 	 	 Title:
	 	 Authorized Signatory


  

 The Pantry, Inc. 
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	LENDERS (continued):	 	 	 	Franklin CLO III, Limited
					
	 	 	 	 	 	 	 By:
	 	 /s/ Alex Guang Yu

	 	 	 	 	 	 	 Name:
	 	 Alex Guang Yu

	 	 	 	 	 	 	 Title:
	 	 Authorized Signatory


  

 The Pantry, Inc. 
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	LENDERS (continued):	 	 	 	FRANKLIN CLO IV, LIMITED
					
	 	 	 	 	 	 	 By:
	 	 /s/ Alex Guang Yu

	 	 	 	 	 	 	 Name:
	 	 Alex Guang Yu

	 	 	 	 	 	 	 Title:
	 	 Authorized Signatory


  

 The Pantry, Inc. 
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	LENDERS (continued):	 	 	 	 FRANKLIN TEMPLETION
 LIM DURATION
INCOME TRUST

					
	 	 	 	 	 	 	 By:
	 	 /s/ Richard Hsu

	 	 	 	 	 	 	 Name:
	 	 Richard Hsu

	 	 	 	 	 	 	 Title:
	 	 Vice President


  

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	LENDERS (continued):	 	 	 	Franklin Floating Rate Master Series
					
	 	 	 	 	 	 	 By:
	 	 /s/ Richard Hsu

	 	 	 	 	 	 	 Name:
	 	 Richard Hsu

	 	 	 	 	 	 	 Title:
	 	 Vice President


  

 The Pantry, Inc. 
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	LENDERS (continued):	 	 	 	FRANKLIN FLOATING RATE
DAILY ACCESS FUND
					
	 	 	 	 	 	 	 By:
	 	 /s/ Richard Hsu

	 	 	 	 	 	 	 Name:
	 	 Richard Hsu

	 	 	 	 	 	 	 Title:
	 	 Vice President


  

 The Pantry, Inc. 
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	LENDERS (continued):	 	 	 	 GSC PARTNERS GEMINI FUND LIMITED

				
	 	 	 	 	 By:
	 	GSCP (NJ), L.P., as Collateral Monitor
	 	 	 	 	 By:
	 	GSCP (NJ), INC., its General Partner
					
	 	 	 	 	 	 	 By:
	 	 /s/ Seth Katzenstein

	 	 	 	 	 	 	 Name:
	 	 Seth Katzenstein

	 	 	 	 	 	 	 Title:
	 	 Authorized Signatory

	 	 	 	 	 	 	 	 	 GSC Partners


  

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	LENDERS (continued):	 	 	 	 INDOSUEZ CAPITAL FUNDING VI LIMITED

	 	 	 	 	By:	 	Lyon Capital Management LLC,
As Collateral Manager
					
	 	 	 	 	 	 	 By:
	 	 /s/ Alexander B. Kenna

	 	 	 	 	 	 	 Name:
	 	 Alexander B. Kenna

	 	 	 	 	 	 	 Title:
	 	 Portfolio Manager


  

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	LENDERS (continued):	 	 	 	 ING PRIME RATE TRUST

	 	 	 	 	By:	 	ING Investment Management Co.
as its investment manager
					
	 	 	 	 	 	 	 By:
	 	 /s/ Theodore M. Haag

	 	 	 	 	 	 	 Name:
	 	 Theodore M. Haag

	 	 	 	 	 	 	 Title:
	 	 Vice President

			
	 	 	 	 	 ING SENIOR INCOME FUND

	 	 	 	 	By:	 	ING Investment Management Co.
as its investment manager
					
	 	 	 	 	 	 	 By:
	 	 /s/ Theodore M. Haag

	 	 	 	 	 	 	 Name:
	 	 Theodore M. Haag

	 	 	 	 	 	 	 Title:
	 	 Vice President


  

 The Pantry, Inc. 
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	LENDERS (continued):	 	 	 	Kitty Hawk Trust
	 	 	 	 	By:	 	Morgan Stanley Investment Management Inc.
as Investment Manager
					
	 	 	 	 	 	 	 By:
	 	 /s/ Christina Jamieson

	 	 	 	 	 	 	 Name:
	 	 Christina Jamieson

	 	 	 	 	 	 	 Title:
	 	 Executive Director


  

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	LENDERS (continued):	 	 	 	 LANDMARK CDO LTD

				
	 	 	 	 	By	 	Aladdin Capital Management LLC, as Manager
					
	 	 	 	 	 	 	 By:
	 	 /s/ Angela Bozorgmir

	 	 	 	 	 	 	 Name:
	 	 Angela Bozorgmir

	 	 	 	 	 	 	 Title:
	 	 Director


  

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	LENDERS (continued):	 	 	 	 LCM I LIMITED PARTNERSHIP

				
	 	 	 	 	By:	 	 Lyon Capital Management LLC,
 As Collateral Manager

					
	 	 	 	 	 	 	 By:
	 	 /s/ Alexander B. Kenna

	 	 	 	 	 	 	 Name:
	 	 Alexander B. Kenna

	 	 	 	 	 	 	 Title:
	 	 Portfolio Manager


  

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	LENDERS (continued):	 	 	 	 LCM III, Ltd.

	 	 	 	 	By:	 	 Lyon Capital Management LLC,
 As Collateral Manager

					
	 	 	 	 	 	 	 By:
	 	 /s/ Alexander B. Kenna

	 	 	 	 	 	 	 Name:
	 	 Alexander B. Kenna

	 	 	 	 	 	 	 Title:
	 	 Portfolio Manager


  

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 LENDERS (continued): 
  

			
	 LONG GROVE CLO, LIMITED

	 By:
	 	 Deerfield Capital Management LLC as its

	 Collateral Manager

		
	 By:
	 	 /s/ Dale Burrow

	 Name: Dale Burrow

	 Title: Sr. Vice President



  

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 LENDERS (continued): 
  

			
	 Morgan Stanley Prime Income Trust

		
	 By:
	 	 /s/ Elizabeth Bodisch

	 Name:
	 	 Elizabeth Bodisch

	 Title:
	 	 Authorized Signatory



  

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 LENDERS (continued): 
  

			
	 MUIRFIELD TRADING LLC

		
	 By:
	 	 /s/ M. Cristina Higgins

	 Name:
	 	 M. Cristina Higgins

	 Title:
	 	 Assistant Vice President



  

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 LENDERS (continued): 
  

			
	 Pacifica CDO II, Ltd.

		
	 By:
	 	 /s/ Amy Adler

	 Name:
	 	 Amy Adler

	 Title:
	 	 Associate



  

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 LENDERS (continued): 
  

			
	 Premium Loan Trust I, Ltd.

		
	 By:
	 	 /s/ Guia Trutter

	 Name:
	 	 Guia Trutter

	 Title:
	 	 Managing Director



  

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 LENDERS (continued): 
  

			
	Raymond James Bank, FSB
		
	By:	 	 /s/ Thomas F. Macina

	 Name:
	 	 Thomas F. Macina

	 Title:
	 	 Senior Vice President



  

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 LENDERS (continued): 
  

			
	 ROSEMONT CLO, Ltd.

	By:	 	Deerfield Capital Management LLC as its Collateral Manager
		
	By:	 	 /s/ Dale Burrow

	 Name:
	 	 Dale Burrow

	 Title:
	 	 Sr. Vice President



  

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 LENDERS (continued): 
  

			
	 SEQUILS-Glace Bay, Ltd.

	By: GSO Capital Partners LP as Collateral Manager
		
	By:	 	 /s/ Daniel H. Smith

	 Name:
	 	 Daniel H. Smith

	 Title:
	 	 Authorized Signatory



  

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 LENDERS (continued): 
  

			
	 SIERRA CLO I, LTD

		
	By:	 	 /s/ John M. Casparian

	 Name:
	 	 John M. Casparian

	 Title:
	 	 Chief Operating Officer
 Centre Pacific LLC (Manager)



  

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 LENDERS (continued): 
  

			
	 STANWICH LOAN FUNDING LLC

		
	 By:
	 	 /s/ M. Cristina Higgins

	 Name:
	 	 M. Cristina Higgins

	 Title:
	 	 Assistant Vice President



  

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 LENDERS (continued): 
  

			
	Trumbull THC2 Loan Funding LLC, for itself or as agent for Trumbull THC2 CFPI Loan Funding LLC
		
	 By:
	 	 /s/ Janet Haack

	 Name:
	 	 Janet Haack

	 Title:
	 	 As Attorney-In-Fact



  

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 LENDERS (continued): 
  

			
	 VAN KAMPEN
 SENIOR INCOME
TRUST

	By: Van Kampen Asset Management
		
	 By:
	 	 /s/ Christina Jamieson

	 Name:
	 	 Christina Jamieson

	 Title:
	 	 Executive Director



  

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 LENDERS (continued): 
  

			
	 VAN KAMPEN
 SENIOR LOAN
FUND

	By: Van Kampen Asset Management
		
	 By:
	 	 /s/ Christina Jamieson

	 Name:
	 	 Christina Jamieson

	 Title:
	 	 Executive Director



  

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 LENDERS (continued): 
  

			
	 Venture CDO 2002, Limited

	 By its investment advisor, MJX Asset

	 Management LLC

		
	 By:
	 	 /s/ Hans Christensen

	 Name: Hans Christensen

	 Title: Chief Investment Officer










 LENDERS (continued): 
  

			
	 Venture II CDO 2002, Limited

	 By its investment advisor, MJX Asset

	 Management LLC

		
	 By:
	 	 /s/ Hans Christensen

	 Name: Hans Christensen

	 Title: Chief Investment Officer










 LENDERS (continued): 
  

			
	 Venture III CDO Limited

	 By its investment advisor, MJX Asset

	 Management LLC

		
	 By:
	 	 /s/ Hans Christensen

	 Name: Hans Christensen

	 Title: Chief Investment Officer










 LENDERS (continued): 
  

			
	 CREDIT SUISSE, CAYMAN ISLANDs BRANCH (f/k/a:

	 CREDIT SUISSE FIRST BOSTON, acting through its

	 Cayman Islands Branch)

		
	 By:
	 	 /s/ Vanessa Gomez

	 Name:
	 	 Vanessa Gomez

	 Title:
	 	 Vice President

		
	 By:
	 	 /s/ Karim Blasetti

	 Name:
	 	 Karim Blasetti

	 Title:
	 	 Associate



  

 The Pantry, Inc. 
 Second Amendment and Waiver 








 LENDERS (continued): 
  

			
	GUARANTY BANK
		
	 By:
	 	 /s/ Michael Ansolabehere

	 Name: Michael Ansolabehere

	 Title: Vice President



  

 The Pantry, Inc. 
 Second Amendment and Waiver