First Amendment to Amended & Restated Credit Agreement dated September 30, 2004



 Exhibit 10.1 
  
 FIRST AMENDMENT TO 
 AMENDED AND RESTATED 
 CREDIT AGREEMENT 
  
 THIS FIRST AMENDMENT TO AMENDED AND RESTATED CREDIT AGREEMENT (this “Amendment”), dated as of
September 30, 2004, 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”). 
  
 W I T N E S S E T H 
  
 WHEREAS, the Borrower, the Guarantors, the several banks and other
financial institutions as may from time to time become parties thereto (individually a “Lender” and collectively the “Lenders”), and the Administrative Agent have entered into that certain Amended and Restated
Credit Agreement dated as of March 12, 2004 (as amended, modified, supplemented or restated from time to time, the “Credit Agreement”); 
  
 WHEREAS, the Borrower has requested certain amendments to the Credit Agreement; and 
  
 WHEREAS, the Term Loan Lenders and the Required Lenders have agreed to such amendments 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 Amendment to Definition of Applicable Margin. The definition of “Applicable Margin” in Section 1.1 of the Credit Agreement is hereby amended and restated in its entirety to read as follows:

  
 “Applicable Margin” shall
mean for (a) Revolving Loans that are Alternate Base Rate Loans, 1.50%, (b) Revolving Loans that are LIBOR Rate Loans, 2.75%, (c) the portion of the Term Loan consisting of Alternate Base Rate Loans, 1.00%, (d) the portion of the Term Loan
consisting of LIBOR Rate Loans, 2.25%, and (e) the Commitment Fee, 0.75%. 







 1.2 Definition of First Amendment Effective Date. A new definition of “First Amendment
Effective Date” is hereby added to Section 1.1 of the Credit Agreement to read as follows: 
  
 “First Amendment Effective Date” shall mean September 30, 2004. 
  
 1.3 Incremental Facilities. The aggregate amount of Incremental Facilities as permitted in the first
sentence of Section 2.3 of the Credit Agreement is hereby increased to $75,000,000. 
  
 1.4 Prepayments. 
  
 (a) The fourth sentence in Section 2.8(a) of the Credit Agreement is hereby amended and restated in its entirety to read as follows: 
  
 All prepayments under this Section 2.8(a) shall be subject to Section 2.18, but otherwise without premium
or penalty; provided that any refinancing of the outstanding Term Loan with the proceeds of a replacement term loan on substantially the same terms to effect a reduction in the Applicable Margin for the Term Loan (A) during the first year
following the First Amendment Effective Date shall be made at 101% of par; provided further that, if during such first year following the First Amendment Effective Date the Borrower’s senior secured debt rating is upgraded to Ba3
or better by Moody’s and to BB- or better by S&P, such prepayment shall be made at par, and (B) thereafter shall be made at par (the “Call Protection”). 
  
 (b) Section 2.8(b)(iii) of the Credit Agreement is hereby amended and restated in its entirety to read as
follows: 
  
 (iii) Issuances.
Immediately upon receipt by any Credit Party of proceeds from (A) any Debt Issuance, the Borrower shall prepay the Loans in an aggregate amount equal to (1) if such Debt Issuance is made pursuant to Section 6.1(g), fifty percent (50%) of the Net
Cash Proceeds of such Debt Issuance and (2) if such Debt Issuance is any other Debt Issuance, one hundred percent (100%) of the Net Cash Proceeds of such Debt Issuance (each such prepayment to be applied as set forth in clause (vi) below), or (B)
any Equity Issuance, the Borrower shall prepay the Loans and/or cash collateralize the LOC Obligations in an aggregate amount equal to fifty percent (50%) of the Net Cash Proceeds of such Equity Issuance (such prepayment to be applied as set forth
in clause (vi) below); provided, however, that so long as no Default or Event of Default has occurred and is continuing, the amount of the Net Cash Proceeds from any Equity Issuance that is required to be prepaid pursuant to the terms
of this Section 2.8(b)(iii) shall not be required to be so applied to the extent the Borrower delivers to the Administrative Agent a certificate stating that the Borrower intends to use such Net Cash Proceeds for one or more Permitted Acquisitions
within 270 days of the receipt of such Net Cash Proceeds and the Borrower delivers such portion of the Net Cash Proceeds to the Administrative Agent to be held in the Collateral Account until such 

  

 2 








 
Permitted Acquisition(s) are consummated, it being expressly agreed that (x) any Net Cash Proceeds being held in the Collateral Account that are not so
reinvested by the end of the applicable period (or such extended period of time as necessary to consummate such Permitted Acquisition(s) if a Credit Party has executed a letter of intent or purchase agreement with respect to such Permitted
Acquisition(s)) shall be applied to repay the Loans and/or cash collateralize the LOC Obligations immediately thereafter and (y) to the extent any such Net Cash Proceeds are held in the Collateral Account after the end of the applicable period
because a Credit Party has executed a letter of intent or purchase agreement with respect to such Permitted Acquisition(s) and such letter of intent or purchase agreement is terminated or such Permitted Acquisition(s) fail, such Net Cash Proceeds
shall be applied to repay the Loans and/or cash collateralize the LOC Obligations immediately thereafter. 
  
 (c) The third sentence in Section 2.8(b)(vi) of the Credit Agreement is hereby amended and restated in its entirety to read as follows:

  
 All prepayments under this Section 2.8(b)
shall be subject to Section 2.18 and be accompanied by interest on the principal amount prepaid through the date of prepayment, and any mandatory prepayment made, in whole or in part, with respect to any refinancing of the outstanding Term Loan with
the proceeds of a replacement term loan on substantially the same terms to effect a reduction in the Applicable Margin for the Term Loan shall be subject to Call Protection. 
  
 ARTICLE II 
 CONDITIONS TO EFFECTIVENESS 
  
 2.1 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, the Term Loan Lenders 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. 
  

 3 








 ARTICLE III 
 MISCELLANEOUS 
  
 3.1
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. 
  
 3.2
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. 
  
 (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 in all material respects as of the date hereof (except for those which expressly relate to an earlier date). 
  

(e) No Default or Event of Default exists before are after giving effect to this Amendment. 
  
 3.3 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. 
  
 3.4 Credit Document.
This Amendment shall constitute a Credit Document under the terms of the Credit Agreement. 
  

 4 








 3.5 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. 
  
 3.6 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. 
  
 3.7 GOVERNING LAW. THIS AMENDMENT AND THE RIGHTS AND OBLIGATIONS OF THE PARTIES UNDER THIS AMENDMENT 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. 
  
 3.8 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. 
  

 5 








 IN WITNESS WHEREOF the Borrower, the Guarantors, the Term Loan Lenders 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

  

 First Amendment to 
 Amended and Restated Credit Agreement 









									
	 ADMINISTRATIVE AGENT
 AND LENDERS:
	 	 	 	 WACHOVIA BANK, NATIONAL ASSOCIATION,
 as Administrative Agent and as a Lender

					
	 	 	 	 	 	 	By:	 	/s/    DOUGLAS S. BOOTHE        
	 	 	 	 	 	 	 Name:
	 	Douglas S. Boothe
	 	 	 	 	 	 	 Title:
	 	Director

  

 First Amendment to 
 Amended and Restated Credit Agreement 









									
	LENDERS (continued):	 	 	 	 LANDMARK CDO LTD

			
	 	 	 	 	 By Aladdin Capital Management LLC, as Manager

					
	 	 	 	 	 	 	By:	 	/s/    ANGELA BOZORGMIR        
	 	 	 	 	 	 	 Name:
	 	Angela Bozorgmir
	 	 	 	 	 	 	 Title:
	 	Director

  

 First Amendment to 
 Amended and Restated Credit Agreement 









									
	LENDERS (continued):	 	 	 	 Pacifica CDO II, Ltd. by Alcentra

					
	 	 	 	 	 	 	By:	 	/s/    ANNA POPOVICI        
	 	 	 	 	 	 	 Name:
	 	Anna Popovici
	 	 	 	 	 	 	 Title:
	 	Associate

  

 First Amendment to 
 Amended and Restated Credit Agreement 









									
	LENDERS (continued):	 	 	 	 AIMCO CDO Series 2000-A

					
	 	 	 	 	 	 	By:	 	/s/    CHRIS GOERGEN        
	 	 	 	 	 	 	 Name:
	 	Chris Goergen
	 	 	 	 	 	 	 Title:
	 	Authorized Signatory
					
	 	 	 	 	 	 	By:	 	/s/    JERRY D. ZINKULA        
	 	 	 	 	 	 	 Name:
	 	Jerry D. Zinkula
	 	 	 	 	 	 	 Title:
	 	Authorized Signatory

  

 First Amendment to 
 Amended and Restated Credit Agreement 









									
	LENDERS (continued):	 	 	 	 AIMCO CLO Series 2001-A

					
	 	 	 	 	 	 	By:	 	/s/    CHRIS GOERGEN        
	 	 	 	 	 	 	 Name:
	 	Chris Goergen
	 	 	 	 	 	 	 Title:
	 	Authorized Signatory
					
	 	 	 	 	 	 	By:	 	/s/    JERRY D. ZINKULA        
	 	 	 	 	 	 	 Name:
	 	Jerry D. Zinkula
	 	 	 	 	 	 	 Title:
	 	Authorized Signatory

  

 First Amendment to 
 Amended and Restated Credit Agreement 









									
	LENDERS (continued):	 	 	 	 Allstate Life Insurance Company

					
	 	 	 	 	 	 	By:	 	/s/    CHRIS GOERGEN        
	 	 	 	 	 	 	 Name:
	 	Chris Goergen
	 	 	 	 	 	 	 Title:
	 	Authorized Signatory
					
	 	 	 	 	 	 	By:	 	/s/    JERRY D. ZINKULA        
	 	 	 	 	 	 	 Name:
	 	Jerry D. Zinkula
	 	 	 	 	 	 	 Title:
	 	Authorized Signatory

  

 First Amendment to 
 Amended and Restated Credit Agreement 









									
	LENDERS (continued):	 	 	 	 American Express Certificate Company

	 	 	 	 	 	 	By: American Express Asset Management Group as
Collateral Manager
					
	 	 	 	 	 	 	By:	 	/s/    YVONNE STEVENS        
	 	 	 	 	 	 	 Name:
	 	Yvonne Stevens
	 	 	 	 	 	 	 Title:
	 	Senior Managing Director

  

 First Amendment to 
 Amended and Restated Credit Agreement 









									
	LENDERS (continued):	 	 	 	 Centurion CDO II, Ltd.

	 	 	 	 	 	 	By: American Express Asset Management Group, Inc.
as Collateral Manager
					
	 	 	 	 	 	 	By:	 	/s/    ROBIN C. STANCIL        
	 	 	 	 	 	 	 Name:
	 	Robin C. Stancil
	 	 	 	 	 	 	 Title:
	 	Supervisor - Fixed Income Support Team

  

 First Amendment to 
 Amended and Restated Credit Agreement 









									
	LENDERS (continued):	 	 	 	 Centurion CDO VI, Ltd.

	 	 	 	 	 	 	By: American Express Asset Management Group as
Collateral Manager
					
	 	 	 	 	 	 	By:	 	/s/    ROBIN C. STANCIL        
	 	 	 	 	 	 	 Name:
	 	Robin C. Stancil
	 	 	 	 	 	 	 Title:
	 	Supervisor - Fixed Income Support Team

  

 First Amendment to 
 Amended and Restated Credit Agreement 









									
	LENDERS (continued):	 	 	 	 Centurion CDO VII, Ltd.

	 	 	 	 	 	 	By: American Express Asset Management Group, Inc.
as Collateral Manager
					
	 	 	 	 	 	 	By:	 	/s/    ROBIN C. STANCIL        
	 	 	 	 	 	 	 Name:
	 	Robin C. Stancil
	 	 	 	 	 	 	 Title:
	 	Supervisor - Fixed Income Support Team

  

 First Amendment to 
 Amended and Restated Credit Agreement 









									
	LENDERS (continued):	 	 	 	 IDS Life Insurance Company

	 	 	 	 	 By: American Express Asset Management

	 	 	 	 	 Group, Inc. as Collateral Manager

					
	 	 	 	 	 	 	 By:
	 	/s/    YVONNE STEVENS        
	 	 	 	 	 	 	 Name:
	 	Yvonne Stevens
	 	 	 	 	 	 	 Title:
	 	Senior Managing Director

  

 First Amendment to 
 Amended and Restated Credit Agreement 









			
	 KZH CYPRESSTREE-1 LLC

		
	 By:
	 	/s/    DORIAN HERRERA        
	 Name:
	 	Dorian Herrera
	 Title:
	 	Authorized Agent


  

 First Amendment to 
 Amended and Restated Credit Agreement 









			
	 KZH STERLING LLC

		
	 By:
	 	/s/    DORIAN HERRERA        
	 Name:
	 	Dorian Herrera
	 Title:
	 	Authorized Agent


  

 First Amendment to 
 Amended and Restated Credit Agreement 









									
	LENDERS (continued):	 	 	 	 Sequils-Centurion V, Ltd.

	 	 	 	 	 By: American Express Asset Management Group, Inc. as Collateral Manager

					
	 	 	 	 	 	 	 By:
	 	/s/    ROBIN C. STANCIL        
	 	 	 	 	 	 	 Name:
	 	Robin C. Stancil
	 	 	 	 	 	 	 Title:
	 	Supervisor - Fixed Income Support Team

  

 First Amendment to 
 Amended and Restated Credit Agreement 









									
	LENDERS (continued):	 	 	 	 Antares Capital Corporation

					
	 	 	 	 	 	 	 By:
	 	/s/    DAVID MAHON        
	 	 	 	 	 	 	 Name:
	 	David Mahon
	 	 	 	 	 	 	 Title:
	 	Director

  

 First Amendment to 
 Amended and Restated Credit Agreement 









									
	LENDERS (continued):	 	 	 	JPMorgan Chase Bank, as trustee of the Antares Funding Trust created under the Trust Agreement dated as of November 30, 1999
					
	 	 	 	 	 	 	By:	 	/s/    LESLIE HUNDLEY        
	 	 	 	 	 	 	 Name:
	 	Leslie Hundley
	 	 	 	 	 	 	 Title:
	 	AVP

  

 First Amendment to 
 Amended and Restated Credit Agreement 









									
	LENDERS (continued):	 	 	 	Navigator CDO 2003, Ltd.
					
	 	 	 	 	 	 	By:	 	/s/    DAVID MAHON        
	 	 	 	 	 	 	 Name:
	 	David Mahon
	 	 	 	 	 	 	 Title:
	 	Vice President

  

 First Amendment to 
 Amended and Restated Credit Agreement 









									
	LENDERS (continued):	 	 	 	Mariner CDO 2002, Ltd.
					
	 	 	 	 	 	 	By:	 	/s/    DAVID MAHON        
	 	 	 	 	 	 	 Name:
	 	David Mahon
	 	 	 	 	 	 	 Title:
	 	Vice President

  

 First Amendment to 
 Amended and Restated Credit Agreement 









									
	LENDERS (continued):	 	 	 	 ARES IV CLO LTD.

					
	 	 	 	 	 	 	By:	 	 Ares CLO Management IV, L.P.
 Investment
Manager

					
	 	 	 	 	 	 	 By:
	 	Ares CLO GP IV, LLC
	 	 	 	 	 	 	 Its:
	 	Managing Member
					
	 	 	 	 	 	 	 By:
	 	/S/    SETH J.
BRUFSKY        
	 	 	 	 	 	 	 Name:
	 	Seth J. Brufsky
	 	 	 	 	 	 	 Title:
	 	Vice President
				
	 	 	 	 	 	 	 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

  

 First Amendment to 
 Amended and Restated Credit Agreement 









									
	LENDERS (continued):	 	 	 	APEX (IDM) CDO I LTD.
	 	 	 	 	ELC (CAYMAN) LTD. 1999-II
	 	 	 	 	ELC (CAYMAN) LTD. 1999-III
	 	 	 	 	ELC (CAYMAN) LTD. 2000-I
	 	 	 	 	SUFFIELD CLO. LIMITED
	 	 	 	 	TRYON CLO LTD. 2000-I
	 	 	 	 	SEABOARD CLO 2000 LTD.
	 	 	 	 	BABSON CLO LTD. 2003-I
	 	 	 	 	BABSON CLO LTD. 2004-I
	 	 	 	 	By: Babson Capital Management LLC as Collateral Manager
					
	 	 	 	 	 	 	By:	 	/s/    DAVID P. WELLS      
	 	 	 	 	 	 	Name:	 	David P. Wells, CFA
	 	 	 	 	 	 	Title:	 	Managing Director

  

 First Amendment to 
 Amended and Restated Credit Agreement 









									
	LENDERS (continued):	 	 	 	MAPLEWOOD (CAYMAN) LIMITED
	 	 	 	 	By: Babson Capital Management LLC under delegated
	 	 	 	 	authority from Massachusetts Mutual Life Insurance
	 	 	 	 	Company as Investment Manager
					
	 	 	 	 	 	 	By:	 	/s/    DAVID P. WELLS        
	 	 	 	 	 	 	Name:	 	David P. Wells, CFA
	 	 	 	 	 	 	Title:	 	Managing Director

  

 First Amendment to 
 Amended and Restated Credit Agreement 









									
	LENDERS (continued):	 	 	 	MASSACHUSETTS MUTUAL LIFE INSURANCE
	 	 	 	 	COMPANY
	 	 	 	 	By: Babson Capital Management LLC as Investment
	 	 	 	 	Adviser
					
	 	 	 	 	 	 	By:	 	/s/    DAVID P. WELLS        
	 	 	 	 	 	 	Name:	 	David P. Wells, CFA
	 	 	 	 	 	 	Title:	 	Managing Director

  

 First Amendment to 
 Amended and Restated Credit Agreement 









									
	LENDERS (continued):	 	 	 	PERSEUS CDO I LIMITED
	 	 	 	 	By: Babson Capital Management LLC under delegated
	 	 	 	 	authority from Massachusetts Mutual Life Insurance
	 	 	 	 	Company as Portfolio Manager
					
	 	 	 	 	 	 	By:	 	/s/    DAVID P. WELLS        
	 	 	 	 	 	 	Name:	 	David P. Wells, CFA
	 	 	 	 	 	 	Title:	 	Managing Director

  

 First Amendment to 
 Amended and Restated Credit Agreement 









									
	LENDERS (continued):	 	 	 	SIMSBURY CLO. LIMITED
	 	 	 	 	By: Babson Capital Management LLC under delegated
	 	 	 	 	authority from Massachusetts Mutual Life Insurance
	 	 	 	 	Company as Collateral Manager
					
	 	 	 	 	 	 	By:	 	/s/    DAVID P. WELLS        
	 	 	 	 	 	 	Name:	 	David P. Wells, CFA
	 	 	 	 	 	 	Title:	 	Managing Director

  

 First Amendment to 
 Amended and Restated Credit Agreement 









									
	LENDERS (continued):	 	 	 	 SOMERS CDO, LIMITED

	 	 	 	 	By: Babson Capital Management LLC under delegated authority from Massachusetts Mutual Life Insurance Company as Collateral Manager
					
	 	 	 	 	 	 	By:	 	/s/    DAVID P. WELLS        
	 	 	 	 	 	 	 Name:
	 	David P. Wells, CFA
	 	 	 	 	 	 	 Title:
	 	Managing Director

  

 First Amendment to 
 Amended and Restated Credit Agreement 









									
	LENDERS (continued):	 	 	 	 BlackRock Limited Duration Income Trust
 BlackRock Senior Loan Trust
 Magnetite Asset Investors LLC
 Magnetite Asset Investors III LLC
 Magnetite IV CLO, Limited
 Magnetite V CLO, Limited
 Senior Loan Fund

					
	 	 	 	 	 	 	By:	 	/s/    TOM COLWELL        
	 	 	 	 	 	 	 Name:
	 	Tom Colwell
	 	 	 	 	 	 	 Title:
	 	Auth. Signatory

  

 First Amendment to 
 Amended and Restated Credit Agreement 









									
	LENDERS (continued):	 	 	 	 By: Callidus Debt Partners CLO Fund II, Ltd.
 By: Its Collateral Manager,
 Callidus
Capital Management, LLC

					
	 	 	 	 	 	 	By:	 	/s/    MAVIS TAINTOR        
	 	 	 	 	 	 	 Name:
	 	Mavis Taintor 
	 	 	 	 	 	 	 Title:
	 	Managing Director

  

 First Amendment to 
 Amended and Restated Credit Agreement 









									
	LENDERS (continued):	 	 	 	 By: Callidus Debt Partners CLO Fund III, LLC
 By: Its Collateral Manager,
 Callidus
Capital Management, LLC

					
	 	 	 	 	 	 	By:	 	/s/    MAVIS TAINTOR        
	 	 	 	 	 	 	 Name:
	 	Mavis Taintor
	 	 	 	 	 	 	 Title:
	 	Managing Director

  

 First Amendment to 
 Amended and Restated Credit Agreement 








 [LOGO APPEARS HERE] 
  
 Canyon Capital Advisors, LLC 
 9665 Wilshire Blvd., #200 
 Beverly Hills, CA 90212 
  
 PROPORTIONATE VOTING PROVISION 
  
 The undersigned, Canyon Capital CDO 2002-1 LTD. (“Canyon”), is a Lender to
The Pantry, dated as of March 12, 2004 (the “Credit Agreement”). Canyon’s approval of a First Amendment to the Amended and Restated Credit Agreement has been requested pursuant to the terms of the
Credit Agreement. 
  
 Canyon hereby votes its percentage interest as a Lender in
favor of and/or against the approval of the First Amendment to the Amended and Restated Credit Agreement in direct proportion to the votes of those other Lenders under the Credit Agreement that have voted for or against the approval of the
First Amendment to the Amended and Restated Credit Agreement (without counting failure to vote or abstentions.) 
  

									
	Canyon Capital CDO 2002-1 LTD.	 	 	 	 
					
	By:	 	 Canyon Capital Advisors LLC
 a Delaware limited liability company,
 its Collateral Manager
	 	 	 	 	 	 
					
	By:	 	/s/    R. CHRISTIAN B.
EVENSEN        	 	 	 	 	 	 9/28/04

	 	 	 R. Christian B. Evensen
 Managing Director
	 	 	 	 	 	Date

  









 [LOGO APPEARS HERE] 
  
 Canyon Capital Advisors, LLC 
 9665 Wilshire Blvd., #200 
 Beverly Hills, CA 90212 
  
 PROPORTIONATE VOTING PROVISION 
  
 The undersigned, Canyon Capital CLO 2004-1 LTD. (“Canyon”), is a Lender to
The Pantry, dated as of March 12, 2004 (the “Credit Agreement”). Canyon’s approval of a First Amendment to the Amended and Restated Credit Agreement has been requested pursuant to the terms of the Credit
Agreement. 
  
 Canyon hereby votes its percentage interest as a Lender in favor of
and/or against the approval of the First Amendment to the Amended and Restated Credit Agreement in direct proportion to the votes of those other Lenders under the Credit Agreement that have voted for or against the approval of the First
Amendment to the Amended and Restated Credit Agreement (without counting failure to vote or abstentions.) 
  

			
	Canyon Capital CLO 2004-1 LTD.
		
	By:	 	 Canyon Capital Advisors LLC
 a Delaware limited
liability company,
 its Collateral Manager


  

									
					
	 By:
	 	/s/    R. CHRISTIAN B.
EVENSEN        	 	 	 	 	 	 9/28/04

	 	 	R. Christian B. Evensen	 	 	 	 	 	Date
	 	 	Managing Director	 	 	 	 	 	 

  










									
	LENDERS (continued):	 	 	 	Carlyle High Yield Partners VI, Ltd.
					
	 	 	 	 	 	 	By:	 	/s/    LINDA PACE        
	 	 	 	 	 	 	 Name:
	 	Linda Pace
	 	 	 	 	 	 	 Title:
	 	Managing Director

  

 First Amendment to 
 Amended and Restated Credit Agreement 









									
	LENDERS (continued):	 	 	 	Carlyle High Yield Partners II, Ltd.
					
	 	 	 	 	 	 	By:	 	/s/    LINDA PACE        
	 	 	 	 	 	 	 Name:
	 	Linda Pace
	 	 	 	 	 	 	 Title:
	 	Managing Director

  

 First Amendment to 
 Amended and Restated Credit Agreement 









									
	LENDERS (continued):	 	 	 	Carlyle High Yield Partners III, Ltd.
					
	 	 	 	 	 	 	By:	 	/s/    LINDA PACE        
	 	 	 	 	 	 	 Name:
	 	Linda Pace
	 	 	 	 	 	 	 Title:
	 	Managing Director

  

 First Amendment to 
 Amended and Restated Credit Agreement 









									
	LENDERS (continued):	 	 	 	Sierra CLO I
					
	 	 	 	 	 	 	By:	 	/s/    JOHN M. CASPANAN        
	 	 	 	 	 	 	 Name:
	 	John M. Caspanan
	 	 	 	 	 	 	 Title:
	 	Chief Operating Officer
	 	 	 	 	 	 	 	 	Centre Pacific, Manager

  

 First Amendment to 
 Amended and Restated Credit Agreement 









											
	LENDERS (continued):	 	 	 	 Crédit Industriel et Commercial

						
	 	 	 	 	 	 	By:	 	/s/    ANTHONY ROCK        	 	/s/    BRIAN
O’LEARY        
	 	 	 	 	 	 	 Name:
	 	Anthony Rock	 	Brian O’Leary
	 	 	 	 	 	 	 Title:
	 	Vice President	 	Vice President

  

 First Amendment to 
 Amended and Restated Credit Agreement 









									
	LENDERS (continued):	 	 	 	 JUPITER LOAN FUNDING LLC

					
	 	 	 	 	 	 	By:	 	/s/    MEREDITH J.
KOSLICK        
	 	 	 	 	 	 	 Name:
	 	Meredith J. Koslick
	 	 	 	 	 	 	 Title:
	 	Assistant Vice President

  

 First Amendment to 
 Amended and Restated Credit Agreement 









									
	LENDERS (continued):	 	 	 	 WINGED FOOT FUNDING TRUST

					
	 	 	 	 	 	 	By:	 	/s/    DIANA M. HIMES        
	 	 	 	 	 	 	 Name:
	 	Diana M. Himes
	 	 	 	 	 	 	 Title:
	 	Authorized Agent

  

 First Amendment to 
 Amended and Restated Credit Agreement 









									
	LENDERS (continued):	 	 	 	Credit Suisse First Boston, acting through its Cayman Islands Branch, as Syndication Agent and as a Lender
					
	 	 	 	 	 	 	By:	 	/s/    PHILLIP HO        
	 	 	 	 	 	 	 Name:
	 	Phillip Ho
	 	 	 	 	 	 	 Title:
	 	Director
					
	 	 	 	 	 	 	By:	 	/s/    MIKHAIL
FAYBUSOVICH        
	 	 	 	 	 	 	 Name:
	 	Mikhail Faybusovich
	 	 	 	 	 	 	 Title:
	 	Associate

  

 First Amendment to 
 Amended and Restated Credit Agreement 









			
	Close International Custody Services Limited
as Custodian of
	CYPRESSTREE INTERNATIONAL LOAN HOLDING COMPANY LIMITED
		
	 By:
	 	/s/    PRESTON I. CARNES,
JR.        
	 Name:
	 	Preston I. Carnes, Jr.
	 Title:
	 	Managing Director
		
	 By:
	 	/s/    MARTHA HADELER        
	 Name:
	 	Martha Hadeler
	 Title:
	 	Managing Director


  

 First Amendment to 
 Amended and Restated Credit Agreement 









			
	 Hewett’s Island CDO, Ltd.

	 By: CypressTree Investment Management Company, Inc.,

	 as Portfolio Manager

		
	 By:
	 	/s/    PRESTON I. CARNES,
JR.        
	 Name:
	 	Preston I. Carnes, Jr.
	 Title:
	 	Managing Director


  

 First Amendment to 
 Amended and Restated Credit Agreement 









									
	LENDERS (continued):	 	 	 	 BRYN MAWR CLO, Ltd.

	 	 	 	 	By: Deerfield Capital Management LLC
as its Collateral Manager
					
	 	 	 	 	 	 	 By:
	 	/s/    MATT STOUFFER        
	 	 	 	 	 	 	 Name:
	 	Matt Stouffer
	 	 	 	 	 	 	 Title:
	 	Senior Vice President

  

 First Amendment to 
 Amended and Restated Credit Agreement 









									
	LENDERS (continued):	 	 	 	 FOREST CREEK CLO, Ltd.

	 	 	 	 	By: Deerfield Capital Management LLC
as its Collateral Manager
					
	 	 	 	 	 	 	 By:
	 	/s/    MATT STOUFFER        
	 	 	 	 	 	 	 Name:
	 	Matt Stouffer
	 	 	 	 	 	 	 Title:
	 	Senior Vice President

  

 First Amendment to 
 Amended and Restated Credit Agreement 









									
	LENDERS (continued):	 	 	 	 LONG GROVE CLO, LIMITED

	 	 	 	 	By: Deerfield Capital Management LLC
as its Collateral Manager
					
	 	 	 	 	 	 	 By:
	 	/s/    MATT STOUFFER        
	 	 	 	 	 	 	 Name:
	 	Matt Stouffer
	 	 	 	 	 	 	 Title:
	 	Senior Vice President

  

 First Amendment to 
 Amended and Restated Credit Agreement 









									
	LENDERS (continued):	 	 	 	 MUIRFIELD TRADING LLC

					
	 	 	 	 	 	 	By:	 	/s/    MEREDITH J.
KOSLICK        
	 	 	 	 	 	 	 Name:
	 	Meredith J. Koslick
	 	 	 	 	 	 	 Title:
	 	Assistant Vice President

  

 First Amendment to 
 Amended and Restated Credit Agreement 









									
	LENDERS (continued):	 	 	 	 ROSEMONT CLO, Ltd.

	 	 	 	 	By: Deerfield Capital Management LLC
as its Collateral Manager
					
	 	 	 	 	 	 	By:	 	/s/    MATT STOUFFER        
	 	 	 	 	 	 	 Name:
	 	Matt Stouffer
	 	 	 	 	 	 	 Title:
	 	Senior Vice President

  

 First Amendment to 
 Amended and Restated Credit Agreement 









									
	LENDERS (continued):	 	 	 	 BIG SKY SENIOR LOAN FUND, LTD.

	 	 	 	 	 BY:
	 	EATON VANCE MANAGEMENT
AS INVESTMENT ADVISOR
					
	 	 	 	 	 	 	By:	 	/s/    MICHAEL B.
BOTTHOF        
	 	 	 	 	 	 	 Name:
	 	Michael B. Botthof
	 	 	 	 	 	 	 Title:
	 	Vice President

  

 First Amendment to 
 Amended and Restated Credit Agreement 









									
	LENDERS (continued):	 	 	 	 COSTANTINUS EATON VANCE CDO V, LTD.

	 	 	 	 	 BY:
	 	EATON VANCE MANAGEMENT
AS INVESTMENT ADVISOR
					
	 	 	 	 	 	 	By:	 	/s/    MICHAEL B.
BOTTHOF        
	 	 	 	 	 	 	 Name:
	 	Michael B. Botthof
	 	 	 	 	 	 	 Title:
	 	Vice President

  

 First Amendment to 
 Amended and Restated Credit Agreement 









									
	LENDERS (continued):	 	 	 	 EATON VANCE SENIOR INCOME TRUST

	 	 	 	 	 BY:
	 	EATON VANCE MANAGEMENT
AS INVESTMENT ADVISOR
					
	 	 	 	 	 	 	By:	 	/s/    MICHAEL B.
BOTTHOF        
	 	 	 	 	 	 	 Name:
	 	Michael B. Botthof
	 	 	 	 	 	 	 Title:
	 	Vice President

  

 First Amendment to 
 Amended and Restated Credit Agreement 









									
	LENDERS (continued):	 	 	 	 EATON VANCE CDO III, LTD.

	 	 	 	 	 	 	BY:	 	EATON VANCE MANAGEMENT
AS INVESTMENT ADVISOR
					
	 	 	 	 	 	 	By:	 	/s/    MICHAEL B.
BOTTHOF        
	 	 	 	 	 	 	 Name:
	 	Michael B. Botthof
	 	 	 	 	 	 	 Title:
	 	Vice President

  

 First Amendment to 
 Amended and Restated Credit Agreement 









									
	LENDERS (continued):	 	 	 	 EATON VANCE CDO VI, LTD.

	 	 	 	 	 	 	BY:	 	EATON VANCE MANAGEMENT
AS INVESTMENT ADVISOR
					
	 	 	 	 	 	 	By:	 	/s/    MICHAEL B.
BOTTHOF        
	 	 	 	 	 	 	 Name:
	 	Michael B. Botthof
	 	 	 	 	 	 	 Title:
	 	Vice President

  

 First Amendment to 
 Amended and Restated Credit Agreement 









									
	LENDERS (continued):	 	 	 	 EATON VANCE INSTITUTIONAL SENIOR LOAN FUND

	 	 	 	 	 	 	BY:	 	EATON VANCE MANAGEMENT
AS INVESTMENT ADVISOR
					
	 	 	 	 	 	 	By:	 	/s/    MICHAEL B.
BOTTHOF        
	 	 	 	 	 	 	 Name:
	 	Michael B. Botthof
	 	 	 	 	 	 	 Title:
	 	Vice President

  

 First Amendment to 
 Amended and Restated Credit Agreement 









									
	LENDERS (continued):	 	 	 	 EATON VANCE LIMITED DURATION INCOME FUND

	 	 	 	 	 	 	BY:	 	EATON VANCE MANAGEMENT
AS INVESTMENT ADVISOR
					
	 	 	 	 	 	 	By:	 	/s/    MICHAEL B.
BOTTHOF        
	 	 	 	 	 	 	 Name:
	 	Michael B. Botthof
	 	 	 	 	 	 	 Title:
	 	Vice President

  

 First Amendment to 
 Amended and Restated Credit Agreement 









									
	LENDERS (continued):	 	 	 	 EATON VANCE SENIOR FLOATING-RATE TRUST

	 	 	 	 	 	 	BY:	 	EATON VANCE MANAGEMENT
AS INVESTMENT ADVISOR
					
	 	 	 	 	 	 	By:	 	/s/    MICHAEL B.
BOTTHOF        
	 	 	 	 	 	 	 Name:
	 	Michael B. Botthof
	 	 	 	 	 	 	 Title:
	 	Vice President

  

 First Amendment to 
 Amended and Restated Credit Agreement 









									
	LENDERS (continued):	 	 	 	 EATON VANCE

	 	 	 	 	 VT FLOATING-RATE INCOME FUND

	 	 	 	 	 BY: EATON VANCE MANAGEMENT

	 	 	 	 	 AS INVESTMENT ADVISOR

				
	 	 	 	 	By:	 	/S/    MICHAEL B.
BOTTHOF        
	 	 	 	 	 	 	 Name:
	 	Michael B. Botthof
	 	 	 	 	 	 	 Title:
	 	Vice President

  

 First Amendment to 
 Amended and Restated Credit Agreement 









									
	LENDERS (continued):	 	 	 	 GRAYSON & CO

	 	 	 	 	 BY:
	 	 BOSTON MANAGEMENT AND RESEARCH
AS INVESTMENT ADVISOR

				
	 	 	 	 	By:	 	/S/    MICHAEL B.
BOTTHOF        
	 	 	 	 	 	 	 Name:
	 	Michael B. Botthof
	 	 	 	 	 	 	 Title:
	 	Vice President

  

 First Amendment to 
 Amended and Restated Credit Agreement 









									
	LENDERS (continued):	 	 	 	 SENIOR DEBT PORTFOLIO

	 	 	 	 	 BY:
	 	 Boston Management and Research
as Investment Advisor

				
	 	 	 	 	By:	 	/S/    MICHAEL B.
BOTTHOF        
	 	 	 	 	 	 	 Name:
	 	Michael B. Botthof
	 	 	 	 	 	 	 Title:
	 	Vice President

  

 First Amendment to 
 Amended and Restated Credit Agreement 









									
	LENDERS (continued):	 	 	 	 TOLLI & CO.

	 	 	 	 	 BY:
	 	 EATON VANCE MANAGEMENT
AS INVESTMENT ADVISOR

				
	 	 	 	 	By:	 	/S/    MICHAEL B.
BOTTHOF        
	 	 	 	 	 	 	 Name:
	 	Michael B. Botthof
	 	 	 	 	 	 	 Title:
	 	Vice President

  

 First Amendment to 
 Amended and Restated Credit Agreement 









									
	LENDERS (continued):	 	 	 	 
	 	 	 	 	By:	 	/S/    TYLER
CHAN        
	 	 	 	 	 	 	 Name:
	 	Tyler Chan
	 	 	 	 	 	 	 Title:
	 	Vice President
			
	 Franklin Floating Rate Trust
	 	 	 	 Franklin CLO I, Limited

			
	 Franklin Floating Rate Master Series
	 	 	 	 Franklin CLO II, Limited

			
	 FRANKLIN TEMPLETON
	 	 	 	 Franklin CLO III, Limited

	 LIM. DURATION INCOME TRUST
	 	 	 	  
 FRANKLIN CLO IV,
LIMITED

	 	 	 	 	 	 	 
	 	 	 	 	 	 	 FRANKLIN FLOATING RATE
DAILY ACCESS FUND


  

 First Amendment to 
 Amended and Restated Credit Agreement 









									
			
	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


  

 First Amendment to 
 Amended and Restated Credit Agreement 









									
	LENDERS (continued):	 	 	 	 Guaranty Bank

					
	 	 	 	 	 	 	By:	 	/s/    MICHAEL
ANSOLABEHERE        
	 	 	 	 	 	 	 Name:
	 	Michael Ansolabehere
	 	 	 	 	 	 	 Title:
	 	Vice President

  

 First Amendment to 
 Amended and Restated Credit Agreement 









									
	LENDERS (continued):	 	 	 	Green Lane CLO Ltd.
					
	 	 	 	 	 	 	By:	 	/s/    KAITLIN TRINH        
	 	 	 	 	 	 	 Name:
	 	Kaitlin Trinh
	 	 	 	 	 	 	 Title:
	 	Vice President

  

 First Amendment to 
 Amended and Restated Credit Agreement 









									
	LENDERS (continued):	 	 	 	 Loan Funding Corp. THC., Ltd.

					
	 	 	 	 	 	 	By:	 	/s/    JANET HAACK        
	 	 	 	 	 	 	 Name:
	 	Janet Haack
	 	 	 	 	 	 	 Title:
	 	As Attorney-in-fact

  

 First Amendment to 
 Amended and Restated Credit Agreement 









									
	LENDERS (continued):	 	 	 	North American Company for Life and Health Insurance
					
	 	 	 	 	 	 	By:	 	/s/    MICHAEL DAMASO        
	 	 	 	 	 	 	 Name:
	 	Michael Damaso
	 	 	 	 	 	 	 Title:
	 	Director

  

 First Amendment to 
 Amended and Restated Credit Agreement 









									
	LENDERS (continued):	 	 	 	 STANWICH LOAN FUNDING LLC

					
	 	 	 	 	 	 	By:	 	/s/    MEREDITH J.
KOSLICK        
	 	 	 	 	 	 	Name:	 	Meredith J. Koslick
	 	 	 	 	 	 	Title:	 	Assistant Vice President

  

 First Amendment to 
 Amended and Restated Credit Agreement 









									
	LENDERS (continued):	 	 	 	 Trumbull THC, Ltd.

					
	 	 	 	 	 	 	By:	 	/s/    JANET HAACK        
	 	 	 	 	 	 	Name:	 	Janet Haack
	 	 	 	 	 	 	Title:	 	As Attorney-in-Fact

  

 First Amendment to 
 Amended and Restated Credit Agreement 









									
	LENDERS (continued):	 	 	 	 ELF FUNDING TRUST I

	 	 	 	 	 By: Highland Capital Management, L.P.

	 	 	 	 	 As Collateral Manager

					
	 	 	 	 	 	 	By:	 	/s/    TODD TRAVERS        
	 	 	 	 	 	 	Name:	 	Todd Travers
	 	 	 	 	 	 	Title:	 	 Senior Portfolio Manager
 Highland Capital Management, L.P.


  

 First Amendment to 
 Amended and Restated Credit Agreement 









									
	LENDERS (continued):	 	 	 	 Emerald Orchard Limited

					
	 	 	 	 	 	 	By:	 	/s/    GWEN ZIRKLE        
	 	 	 	 	 	 	Name:	 	Gwen Zirkle
	 	 	 	 	 	 	Title:	 	Attorney in Fact

  

 First Amendment to 
 Amended and Restated Credit Agreement 









									
	LENDERS (continued):	 	 	 	 HIGHLAND LEGACY LIMITED

	 	 	 	 	 By: Highland Capital Management, L.P.

	 	 	 	 	 As Collateral Manager

					
	 	 	 	 	 	 	By:	 	/s/    TODD TRAVERS        
	 	 	 	 	 	 	Name:	 	Todd Travers
	 	 	 	 	 	 	Title:	 	 Senior Portfolio Manager
 Highland Capital Management, L.P.


  

 First Amendment to 
 Amended and Restated Credit Agreement 









									
	LENDERS (continued):	 	 	 	 HIGHLAND LOAN FUNDING V LTD.
 By: Highland
Capital Management, L.P.
 As Collateral Manager

					
	 	 	 	 	 	 	By:	 	/s/    TODD TRAVERS        
	 	 	 	 	 	 	 Name:
	 	Todd Travers
	 	 	 	 	 	 	 Title:
	 	Senior Portfolio Manager
Highland Capital Management, L.P.

  

 First Amendment to 
 Amended and Restated Credit Agreement 









									
	LENDERS (continued):	 	 	 	 LOAN FUNDING IV LLC
 By: Highland Capital
Management, L.P.
 As Portfolio Manager

					
	 	 	 	 	 	 	By:	 	/s/    TODD TRAVERS        
	 	 	 	 	 	 	 Name:
	 	Todd Travers
	 	 	 	 	 	 	 Title:
	 	 Senior Portfolio Manager
 Highland Capital Management, L.P.


  

 First Amendment to 
 Amended and Restated Credit Agreement 









									
	LENDERS (continued):	 	 	 	 LOAN FUNDING VII LLC
 By: Highland Capital
Management, L.P.
 As Collateral Manager

					
	 	 	 	 	 	 	By:	 	/s/    TODD TRAVERS        
	 	 	 	 	 	 	 Name:
	 	Todd Travers
	 	 	 	 	 	 	 Title:
	 	 Senior Portfolio Manager
 Highland Capital Management, L.P.


  

 First Amendment to 
 Amended and Restated Credit Agreement 









									
	LENDERS (continued):	 	 	 	 IKB Capital Corporation

					
	 	 	 	 	 	 	By:	 	/s/    DAVID N. SNYDER        
	 	 	 	 	 	 	 Name:
	 	David N. Snyder
	 	 	 	 	 	 	 Title:
	 	President

  

 First Amendment to 
 Amended and Restated Credit Agreement 









									
	LENDERS (continued):	 	 	 	 INDOSUEZ CAPITAL FUNDING VI, LIMITED

					
	 	 	 	 	 	 	By:	 	 Lyon Capital Management LLC,
 As Collateral
Manager

					
	 	 	 	 	 	 	 By:
	 	/s/    FARBOUD TAVANGAR        
	 	 	 	 	 	 	 Name:
	 	LYON CAPITAL MANAGEMENT LLC
	 	 	 	 	 	 	 Title:
	 	 Farboud Tavangar
 Senior Portfolio Manager


  

 First Amendment to 
 Amended and Restated Credit Agreement 









									
	LENDERS (continued):	 	 	 	 RIVIERA FUNDING LLC

					
	 	 	 	 	 	 	By:	 	/s/    MEREDITH J.
KOSLICK        
	 	 	 	 	 	 	 Name:
	 	Meredith J. Koslick
	 	 	 	 	 	 	 Title:
	 	Assistant Vice President

  

 First Amendment to 
 Amended and Restated Credit Agreement 









									
	LENDERS (continued):	 	 	 	 ING PRIME RATE TRUST

	 	 	 	 	 By:
	 	 ING Investment Management, Co.
 as its investment manager

					
	 	 	 	 	 	 	By:	 	/s/    MARK F. HAAK         
	 	 	 	 	 	 	 Name:
	 	Mark F. Haak, CFA
	 	 	 	 	 	 	 Title:
	 	Vice President
			
	 	 	 	 	 ING SENIOR INCOME FUND

	 	 	 	 	 By:
	 	 ING Investment Management, Co.
 as its investment manager

					
	 	 	 	 	 	 	By:	 	/s/    MARK F. HAAK        
	 	 	 	 	 	 	 Name:
	 	Mark F. Haak, CFA
	 	 	 	 	 	 	 Title:
	 	Vice President
			
	 	 	 	 	 SEQUILS PILGRIM I, LTD

	 	 	 	 	 By:
	 	 ING Investments, LLC
 as its investment manager

					
	 	 	 	 	 	 	By:	 	/s/    MARK F. HAAK
	 	 	 	 	 	 	 Name:
	 	Mark F. Haak, CFA
	 	 	 	 	 	 	 Title:
	 	Vice President

  

 First Amendment to 
 Amended and Restated Credit Agreement 









									
	LENDERS (continued):	 	 	 	 AIM FLOATING RATE FUND

	 	 	 	 	 By:
	 	 INVESCO Senior Secured Management, Inc.
 As Sub-Adviser

					
	 	 	 	 	 	 	By:	 	/s/    GREGORY STOECKLE        
	 	 	 	 	 	 	 Name:
	 	Gregory Stoeckle
	 	 	 	 	 	 	 Title:
	 	Authorized Signatory

  

 First Amendment to 
 Amended and Restated Credit Agreement 









									
	LENDERS (continued):	 	 	 	 AVALON CAPITAL LTD. 2

	 	 	 	 	 By:
	 	 INVESCO Senior Secured Management, Inc.
 As Portfolio Advisor

					
	 	 	 	 	 	 	By:	 	/s/    GREGORY STOECKLE        
	 	 	 	 	 	 	 Name:
	 	Gregory Stoeckle
	 	 	 	 	 	 	 Title:
	 	Authorized Signatory

  

 First Amendment to 
 Amended and Restated Credit Agreement 









									
	LENDERS (continued):	 	 	 	 CHAMPLAIN CLO, LTD.

	 	 	 	 	 By:
	 	 INVESCO Senior Secured Management, Inc.
 As Collateral Manager

					
	 	 	 	 	 	 	By:	 	/s/    GREGORY STOECKLE        
	 	 	 	 	 	 	 Name:
	 	Gregory Stoeckle
	 	 	 	 	 	 	 Title:
	 	Authorized Signatory

  

 First Amendment to 
 Amended and Restated Credit Agreement 









									
	LENDERS (continued):	 	 	 	 CHARTER VIEW PORTFOLIO

	 	 	 	 	 	 	By:	 	 INVESCO Senior Secured Management, Inc.
 As Investment Advisor

					
	 	 	 	 	 	 	By:	 	/s/    GREGORY STOECKLE        
	 	 	 	 	 	 	 Name:
	 	Gregory Stoeckle
	 	 	 	 	 	 	 Title:
	 	Authorized Signatory

  

 First Amendment to 
 Amended and Restated Credit Agreement 









									
	LENDERS (continued):	 	 	 	 DIVERSIFIED CREDIT PORTFOLIO LTD.

	 	 	 	 	 	 	By:	 	 INVESCO Senior Secured Management, Inc.
 as Investment Adviser

					
	 	 	 	 	 	 	By:	 	/s/    GREGORY STOECKLE        
	 	 	 	 	 	 	 Name:
	 	Gregory Stoeckle
	 	 	 	 	 	 	 Title:
	 	Authorized Signatory

  

 First Amendment to 
 Amended and Restated Credit Agreement 









									
	LENDERS (continued):	 	 	 	INVESCO EUROPEAN CDO I S.A.
	 	 	 	 	 	 	By:	 	 INVESCO Senior Secured Management, Inc.
 As Collateral Manager

					
	 	 	 	 	 	 	By:	 	/s/    GREGORY STOECKLE        
	 	 	 	 	 	 	 Name:
	 	Gregory Stoeckle
	 	 	 	 	 	 	 Title:
	 	Authorized Signatory

  

 First Amendment to 
 Amended and Restated Credit Agreement 









									
	LENDERS (continued):	 	 	 	 SAGAMORE CLO LTD.

	 	 	 	 	 	 	By:	 	 INVESCO Senior Secured Management, Inc.
 As Collateral Manager

					
	 	 	 	 	 	 	By:	 	/s/    GREGORY STOECKLE        
	 	 	 	 	 	 	 Name:
	 	Gregory Stoeckle
	 	 	 	 	 	 	 Title:
	 	Authorized Signatory

  

 First Amendment to 
 Amended and Restated Credit Agreement 









									
	LENDERS (continued):	 	 	 	 SARATOGA CLO I, LIMITED

	 	 	 	 	 	 	By:	 	 INVESCO Senior Secured Management, Inc.
 As Asset Manager

					
	 	 	 	 	 	 	By:	 	/s/    GREGORY STOECKLE        
	 	 	 	 	 	 	 Name:
	 	Gregory Stoeckle
	 	 	 	 	 	 	 Title:
	 	Authorized Signatory

  

 First Amendment to 
 Amended and Restated Credit Agreement 









									
	LENDERS (continued):	 	 	 	 SEQUILS-LIBERTY, LTD.

	 	 	 	 	 	 	By:	 	INVESCO Senior Secured Management, Inc.
As Collateral Manager
					
	 	 	 	 	 	 	By:	 	/s/    GREGORY STOECKLE        
	 	 	 	 	 	 	 Name:
	 	Gregory Stoeckle
	 	 	 	 	 	 	 Title:
	 	Authorized Signatory

  

 First Amendment to 
 Amended and Restated Credit Agreement 









									
	LENDERS (continued):	 	 	 	 LCM I LIMITED PARTNERSHIP

					
	 	 	 	 	 	 	By:	 	Lyon Capital Management LLC,
As Collateral Manager
					
	 	 	 	 	 	 	By:	 	/s/    FARBOUD TAVANGAR        
	 	 	 	 	 	 	 Name:
	 	LYON CAPITAL MANAGEMENT LLC
	 	 	 	 	 	 	 Title:
	 	Farboud Tavangar 
	 	 	 	 	 	 	 	 	Senior Portfolio Manager

  

 First Amendment to 
 Amended and Restated Credit Agreement 









													
	LENDERS (continued):	 	 	 	 Longhorn CDO (Cayman) LTD

	 	 	 	 	 	 	By:	 	Merrill Lynch Investment Managers, L.P. as Investment Advisor
					
	 	 	 	 	 	 	By:	 	/s/    ANDREW C.
LIGGIO        
	 	 	 	 	 	 	 	 	Andrew C. Liggio
	 	 	 	 	 	 	 	 	Authorized Signatory
				
	 	 	 	 	 	 	 Longhorn CDO II, LTD.

	 	 	 	 	 	 	 	 	By:	 	Merrill Lynch Investment Managers, L.P. as Investment Advisor
						
	 	 	 	 	 	 	 	 	By:	 	/s/    ANDREW C.
LIGGIO        
	 	 	 	 	 	 	 	 	 	 	Andrew C. Liggio
	 	 	 	 	 	 	 	 	 	 	Authorized Signatory
				
	 	 	 	 	 	 	 Longhorn CDO III, LTD.

	 	 	 	 	 	 	 	 	By:	 	Merrill Lynch Investment Managers, L.P. as Investment Advisor
						
	 	 	 	 	 	 	 	 	By:	 	/s/    ANDREW C.
LIGGIO        
	 	 	 	 	 	 	 	 	 	 	Andrew C. Liggio
	 	 	 	 	 	 	 	 	 	 	Authorized Signatory
					
	 	 	 	 	 	 	 	 	 Master Senior Floating Rate Trust

							
	 	 	 	 	 	 	 	 	 	 	By:	 	/s/    ANDREW C. LIGGIO        
	 	 	 	 	 	 	 	 	 	 	 	 	Andrew C. Liggio
	 	 	 	 	 	 	 	 	 	 	 	 	Authorized Signatory

  

 First Amendment to 
 Amended and Restated Credit Agreement 









									
	LENDERS (continued):	 	 	 	 Venture CDO 2002, Limited

				
	 	 	 	 	 	 	By its investment advisor MJX Asset Management LLC
					
	 	 	 	 	 	 	 Name:
	 	/s/    M. G. REGAN        
	 	 	 	 	 	 	 Title:
	 	M. G. Regan

  

 First Amendment to 
 Amended and Restated Credit Agreement 









									
	LENDERS (continued):	 	 	 	 Venture II CDO, Limited

				
	 	 	 	 	 	 	By its investment advisor MJX Asset Management LLC
					
	 	 	 	 	 	 	 Name:
	 	/s/    M. G. REGAN        
	 	 	 	 	 	 	 Title:
	 	M. G. Regan

  

 First Amendment to 
 Amended and Restated Credit Agreement 









									
	LENDERS (continued):	 	 	 	 Venture III CDO, Limited

			
	 	 	 	 	 By its investment advisor MJX Asset Management LLC

					
	 	 	 	 	 	 	 	 	/s/ M. G. REGAN
	 	 	 	 	 	 	 Name:
	 	M. G. Regan
	 	 	 	 	 	 	 Title:
	 	 

  

 First Amendment to 
 Amended and Restated Credit Agreement 









									
	LENDERS (continued):	 	 	 	 Morgan Stanley Prime Income Trust

				
	 	 	 	 	 By:
	 	/S/    ELIZABETH
BODISCH        
	 	 	 	 	 	 	 Name:
	 	Elizabeth Bodisch
	 	 	 	 	 	 	 Title:
	 	Authorized Signatory

  

 First Amendment to 
 Amended and Restated Credit Agreement 









									
	LENDERS (continued):	 	 	 	 HarbourView CLO IV, Ltd.

				
	 	 	 	 	 By:
	 	/S/    BILL
CAMPBELL        
	 	 	 	 	 	 	 Name:
	 	Bill Campbell
	 	 	 	 	 	 	 Title:
	 	Manager

  

 First Amendment to 
 Amended and Restated Credit Agreement 









									
	LENDERS (continued):	 	 	 	 HarbourView CLO V, Ltd.

				
	 	 	 	 	 By:
	 	/S/    BILL
CAMPBELL        
	 	 	 	 	 	 	 Name:
	 	Bill Campbell
	 	 	 	 	 	 	 Title:
	 	Manager

  

 First Amendment to 
 Amended and Restated Credit Agreement 









									
	LENDERS (continued):	 	 	 	 OPPENHEIMER SENIOR FLOATING RATE FUND

				
	 	 	 	 	 By:
	 	/S/    BILL
CAMPBELL        
	 	 	 	 	 	 	 Name:
	 	Bill Campbell
	 	 	 	 	 	 	 Title:
	 	Manager

  

 First Amendment to 
 Amended and Restated Credit Agreement 









									
	LENDERS (continued):	 	 	 	 Dryden III Leveraged Loan CDO 2002

			
	 	 	 	 	 By: Prudential Investment Management, Inc.,
 as Collateral Manager

					
	 	 	 	 	 	 	By:	 	/s/    B. ROSS SMEAD        
	 	 	 	 	 	 	Name:	 	B. Ross Smead
	 	 	 	 	 	 	Title:	 	Vice President

  

 First Amendment to 
 Amended and Restated Credit Agreement 









									
	LENDERS (continued):	 	 	 	 Dryden IV Leveraged Loan CDO 2003

			
	 	 	 	 	 By: Prudential Investment Management, Inc.,
 as Collateral Manager

					
	 	 	 	 	 	 	By:	 	/s/    B. ROSS SMEAD        
	 	 	 	 	 	 	Name:	 	B. Ross Smead
	 	 	 	 	 	 	Title:	 	Vice President

  

 First Amendment to 
 Amended and Restated Credit Agreement 









									
	LENDERS (continued):	 	 	 	 Dryden Leveraged Loan CDO 2002-II

			
	 	 	 	 	 By: Prudential Investment Management, Inc.,
 as Collateral Manager

					
	 	 	 	 	 	 	By:	 	/s/    B. ROSS SMEAD        
	 	 	 	 	 	 	Name:	 	B. Ross Smead
	 	 	 	 	 	 	Title:	 	Vice President

  

 First Amendment to 
 Amended and Restated Credit Agreement 









									
	LENDERS (continued):	 	 	 	 Loan Funding V, LLC

			
	 	 	 	 	 By: Prudential Investment Management, Inc.,
 as Portfolio Manager

					
	 	 	 	 	 	 	By:	 	/s/    B. ROSS SMEAD        
	 	 	 	 	 	 	Name:	 	B. Ross Smead
	 	 	 	 	 	 	Title:	 	Vice President

  

 First Amendment to 
 Amended and Restated Credit Agreement 









									
	LENDERS (continued):	 	 	 	 Raymond James Bank, FSB

					
	 	 	 	 	 	 	By:	 	/S/    ANDREW D.
HAHN        
	 	 	 	 	 	 	Name:	 	Andrew D. Hahn
	 	 	 	 	 	 	Title:	 	Vice President

  

 First Amendment to 
 Amended and Restated Credit Agreement 









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

	 	 	 	 	 By Royal Bank of Canada as Collateral Manager

				
	 	 	 	 	By:	 	/S/    MELISSA
MARANO        
	 	 	 	 	 	 	 Name:
	 	Melissa Marano
	 	 	 	 	 	 	 Title:
	 	Authorized Signatory

  

 First Amendment to 
 Amended and Restated Credit Agreement 









									
	LENDERS (continued):	 	 	 	 SEQUILS-Glace Bay, Ltd.

	 	 	 	 	 By Royal Bank of Canada as Collateral Manager

				
	 	 	 	 	By:	 	/S/    MELISSA
MARANO        
	 	 	 	 	 	 	 Name:
	 	Melissa Marano
	 	 	 	 	 	 	 Title:
	 	Authorized Signatory

  

 First Amendment to 
 Amended and Restated Credit Agreement 









									
	LENDERS (continued):	 	 	 	 Toronto Dominion (New York), Inc.

				
	 	 	 	 	By:	 	/S/    GWEN
ZIRKLE        
	 	 	 	 	 	 	 Name:
	 	Gwen Zirkle
	 	 	 	 	 	 	 Title:
	 	Vice President

  

 First Amendment to 
 Amended and Restated Credit Agreement 









									
	LENDERS (continued):	 	 	 	 VAN KAMPEN SENIOR INCOME TRUST

	 	 	 	 	 By: Van Kampen Investment Advisory Corp.

				
	 	 	 	 	By:	 	/S/    CHRISTINA
JAMIESON        
	 	 	 	 	 	 	 Name:
	 	Christina Jamieson
	 	 	 	 	 	 	 Title:
	 	Executive Director

  

 First Amendment to 
 Amended and Restated Credit Agreement 









									
	LENDERS (continued):	 	 	 	 VAN KAMPEN SENIOR LOAN FUND

	 	 	 	 	 By: Van Kampen Investment Advisory Corp.

				
	 	 	 	 	By:	 	/S/    CHRISTINA
JAMIESON        
	 	 	 	 	 	 	 Name:
	 	Christina Jamieson
	 	 	 	 	 	 	 Title:
	 	Executive Director

  

 First Amendment to 
 Amended and Restated Credit Agreement 









									
	LENDERS (continued):	 	 	 	 Wells Fargo Bank, N.A.

				
	 	 	 	 	By:	 	/S/    S. MICHAEL ST.
GEME        
	 	 	 	 	 	 	 Name:
	 	S. Michael St. Geme
	 	 	 	 	 	 	 Title:
	 	Vice President

  

 First Amendment to 
 Amended and Restated Credit Agreement