FIRST AMENDMENT TO THIRD AMENDED AND RESTATED CREDIT AGREEMENT
EXHIBIT 10.1
FIRST AMENDMENT TO
THIRD AMENDED AND RESTATED CREDIT AGREEMENT
THIS FIRST AMENDMENT TO THIRD AMENDED AND RESTATED CREDIT AGREEMENT (this “Amendment”), dated as of August 8, 2011, is by and among THE PANTRY, INC., a Delaware corporation, (the “Borrower”), the Lenders party hereto, and XXXXX FARGO BANK, NATIONAL ASSOCIATION (successor-by-merger to 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 domestic subsidiaries of the Borrower who are or may become party thereto, 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 Third Amended and Restated Credit Agreement dated as of May 15, 2007 (as 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 that the Required Lenders amend certain provisions of the Credit Agreement as more fully set forth herein; and
WHEREAS, 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
AMENDMENT TO CREDIT AGREEMENT
1.1 New and Amended Definitions.
(a) The following definitions are hereby added to Section 1.1 of the Credit Agreement in the appropriate alphabetical order:
“First Amendment” shall mean that certain First Amendment to Third Amended and Restated Credit Agreement dated as of August [_], 2011, by and among the Borrower, the Lenders party thereto and the Administrative Agent.
“First Amendment Effective Date” shall mean the date that the First Amendment is effective.
“Incremental Asset Disposition Proceeds” shall mean the Net Cash Proceeds from Asset Dispositions in excess of $20,000,000 in the aggregate (for all Asset Dispositions) received by any Credit Party or any of their Subsidiaries during any four (4) Fiscal Quarter period.
“Total Liquidity Amount” shall mean, as of any date of determination, (a) the amount that the Borrower is able to borrow on such date under the Revolving Committed Amount without a Default or Event of Default occurring or existing after giving pro forma effect to such borrowing plus (b) Unrestricted Cash.
“Unrestricted Cash” shall mean, as of any date of determination, Cash and Cash Equivalents of the Credit Parties that are readily available to the Credit Parties that are not subject to any Lien other than a Lien in favor of the Administrative Agent, on behalf of the Lenders and the Hedging Agreement Providers.
(b) The following definition in Section 1.1 of the Credit Agreement is hereby amended as follows:
(i)
|
The definition of “Excluded Taxes” is amended by inserting a comma immediately following clause (b) thereof, deleting the word “and” immediately prior to clause (c) thereof, and adding the following language immediately following clause (c) thereof:
|
and (d) any United States federal withholding taxes imposed under Sections 1471 through 1474 of the Code as of the date hereof, or any amended version or successor provision that is substantively comparable thereto, and, in each case, any regulations promulgated thereunder and any interpretation or other guidance issued in connection therewith (including, for the avoidance of doubt, any such regulations, interpretations and other guidance promulgated or issued after the date hereof).
1.2 Amendment to Section 2.4(a). Section 2.4(a) of the Credit Agreement is hereby amended and restated in its entirety to read as follows:
(a) Issuance. Subject to the terms and conditions hereof and of the LOC Documents, if any, and any other terms and conditions which the Issuing Lender may reasonably require, during the Commitment Period the Issuing Lender shall issue, and the Revolving Lenders shall participate in, Letters of Credit for the account of the Borrower from time to time upon request in a form acceptable to the Issuing Lender; provided, however, that (i) the aggregate amount of LOC Obligations shall not at any time exceed ONE HUNDRED SIXTY MILLION DOLLARS ($160,000,000) (the “LOC Committed Amount”), (ii) the sum of outstanding Revolving Loans plus outstanding Swingline Loans plus LOC Obligations shall not at any time exceed the Revolving Committed Amount, (iii) all Letters of Credit shall be denominated in Dollars and
2
(iv) Letters of Credit shall be issued for lawful corporate purposes and may be issued as standby letters of credit, including in connection with workers’ compensation and other insurance programs, and trade letters of credit. Except as otherwise expressly agreed upon by all the Revolving Lenders, no Letter of Credit shall have an original expiry date more than twelve (12) months from the date of issuance; provided, however, so long as no Default or Event of Default has occurred and is continuing and subject to the other terms and conditions to the issuance of Letters of Credit hereunder, the expiry dates of Letters of Credit may be extended annually or periodically from time to time on the request of the Borrower or by operation of the terms of the applicable Letter of Credit to a date not more than twelve (12) months from the date of extension; provided, further, that no Letter of Credit, as originally issued or as extended, shall have an expiry date (or potential draw date) extending beyond the date that is ten (10) days prior to the Revolving Commitment Termination Date (including an expiry date after the Revolving Commitment Termination Date), unless such Letter of Credit is or will be cash collateralized (x) by an amount equal to 105% of the maximum amount available to be drawn thereunder and (y) on other terms satisfactory to the Issuing Lender. Each Letter of Credit shall comply with the related LOC Documents. The issuance and expiry date of each Letter of Credit shall be a Business Day. Any Letters of Credit issued hereunder shall be in a minimum original face amount of $25,000 (or such lesser amount as approved by the Issuing Lender). Wachovia, or Xxxxx Fargo Bank, National Association, as its successor-by-merger, shall be the Issuing Lender on all Letters of Credit issued after the Closing Date. The Borrower’s reimbursement obligations in respect of each Existing Letter of Credit, and each Lender’s participation obligations in connection therewith, shall be governed by the terms of this Credit Agreement.
1.3 Amendment to Section 2.8(b)(ii). Section 2.8(b)(ii) of the Credit Agreement is hereby amended and restated in its entirety to read as follows:
(ii) Asset Dispositions.
(A) Subject to clause (B) below, promptly following any Asset Disposition by any Credit Party or any of their Subsidiaries in excess of $15,000,000 in the aggregate (for all Asset Dispositions) in any four (4) Fiscal Quarter period, the Borrower shall prepay the Loans and/or cash collateralize the LOC Obligations in an aggregate amount equal to one hundred percent (100%) of the Net Cash Proceeds derived from all Asset Dispositions made during such four (4) Fiscal Quarter period (such prepayment to be applied as set forth in clause (vi) below); provided, however, that so long as no Default or Event of Default has occurred and is continuing, such Net Cash Proceeds shall not be required to be so applied to the extent the Borrower delivers to the Administrative Agent a certificate stating that the Borrower intends to reinvest such Net Cash Proceeds in additional assets or properties utilized or intended to be utilized in any business permitted under Section 6.12 (including Permitted Acquisitions) within 360 days of the receipt of such Net Cash Proceeds, it
3
being expressly agreed that any Net Cash Proceeds not so reinvested by the end of the applicable period shall be applied to repay the Loans and/or cash collateralize the LOC Obligations immediately thereafter as set forth in clause (vi) below; and
(B) Notwithstanding the provisions of clause (A) above, in the case of any Asset Disposition permitted pursuant to Section 6.7(c)(i)(A) in excess of $20,000,000 in the aggregate (for all Asset Dispositions) in any four (4) Fiscal Quarter period, the Borrower shall prepay the Loans and/or cash collateralize the LOC Obligations in an aggregate amount equal to fifty percent (50%) of the Incremental Asset Disposition Proceeds (such prepayment to be applied as set forth in clause (vi) below) and the remainder of such Incremental Asset Disposition Proceeds shall be subject to the prepayment provisions set forth in clause (ii)(A) above.
1.4 Amendment to Section 6.2(c). Section 6.2(c) is amended by deleting the word “or” immediately prior to clause (iv) thereof, and adding the following language immediately following clause (iv) thereof:
or (v) prohibitions on Liens (other than Liens securing the Credit Party Obligations) established in connection with any Indebtedness permitted under Section 6.1(f),
1.5 Amendment to Section 6.5(c). Clause (c) in the proviso in Section 6.5 of the Credit Agreement is hereby amended to insert “Section 6.1(e) or” immediately prior to the reference to “Section 6.1(f)” in such clause.
1.6 Amendment to Section 6.5(e). Clause (e) in the proviso in Section 6.5 of the Credit Agreement is hereby amended and restated in its entirety to read as follows:
(e) so long as the Borrower is in pro forma compliance with the Senior Secured Leverage Incurrence Test and no Default or Event of Default has occurred and is continuing or would result therefrom, the Borrower may make Restricted Junior Payments in an aggregate amount not to exceed (i) (A) $35,000,000 per Fiscal Year plus (B) the unused amount available for Restricted Junior Payments under this Section 6.5 for any preceding Fiscal Year commencing with the Fiscal Year 2011; plus (ii) the amount of Excess Cash Flow not required to be prepaid pursuant to Section 2.8(b)(v) for the previous Fiscal Year; provided, further, that with respect to any Restricted Junior Payment made to repay all or a portion of the outstanding principal owing with respect to any Subordinated Indebtedness existing as of the First Amendment Effective Date, the Total Liquidity Amount shall be at least $85,000,000 immediately after giving effect to such Restricted Junior Payment.
4
1.7 Amendment to Section 6.7(c). Section 6.7(c) of the Credit Agreement is hereby amended and restated in its entirety to read as follows:
(c) subject to Section 6.11, the Borrower and its Subsidiaries may make (i) asset sales and dispositions (including sales and dispositions of underperforming assets) not otherwise permitted by this Section 6.7 of assets having a fair market value not in excess of (A) $40,000,000 in the aggregate during any four Fiscal Quarter period and (B) $90,000,000 in the aggregate during the term of this Credit Agreement; provided that properties acquired in Permitted Acquisitions shall be excluded from the foregoing baskets to the extent the sale of such properties is contemplated at the time of such Permitted Acquisitions, and (ii) sale and leasebacks permitted by Section 6.8; provided that (A) the consideration received for such assets shall be in an amount at least equal to the fair market value thereof, (B) at least 80% of the consideration received shall be Cash and (C) the Net Cash Proceeds of such asset sales shall be applied as required by Section 2.8(b)(ii).
1.8 Amendment to Section 6.7(d)(vii). Section 6.7(d)(vii) of the Credit Agreement is hereby amended and restated in its entirety to read as follows:
(vii) with respect to any single acquisition (or series of related acquisitions) of 20 or more stores or any single acquisition (or series of related acquisitions) where the purchase price is equal to or greater than $20,000,000, such Person has EBITDA (or the EBITDA reasonably attributed to the stores for such Person) for the twelve month period ending as of the most recent Fiscal Quarter end of such Person prior to the acquisition date in an amount greater than $0, after giving effect to all adjustments to EBITDA permitted pursuant to Regulation S-X and any cost savings or synergies acceptable to the Administrative Agent;
|
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 and the Required Lenders.
(b) Default. After giving effect to this Amendment, no Default or Event of Default shall exist.
5
(c) Fees. The Administrative Agent shall have received from the Borrower such other fees and expenses that are payable in connection with the consummation of the transactions contemplated hereby and, subject to the terms of the Engagement Letter, dated August [_], 2011 (the “Engagement Letter”), between the Borrower and the Administrative Agent, King & Spalding LLP shall have received from the Borrower payment of all outstanding fees and expenses previously incurred and all fees and expenses incurred in connection with this Amendment.
(d) Miscellaneous. All other documents and legal matters in connection with the transactions contemplated by this Amendment shall be reasonably satisfactory in form and substance to the Administrative Agent and its counsel.
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 as of the date hereof (except for those which expressly relate to an earlier date).
6
(e) No Default or Event of Default exists before or after giving effect to this Amendment.
(e) The Security Documents continue to create a valid security interest in, and Lien upon, the Collateral, in favor of the Administrative Agent, for the benefit of the Lenders and the Hedging Agreement Providers, which security interests and Liens are perfected in accordance with the terms of the Security Documents and prior to all Liens other than Permitted Liens.
(f) The Credit Party Obligations are not reduced or modified by this Amendment and are not subject to any offsets, defenses or counterclaims.
3.3 Reaffirmation of Credit Party Obligations. Each Credit Party hereby ratifies the Credit Agreement and acknowledges and reaffirms (a) that it is bound by all terms of the Credit Agreement applicable to it and (b) that it is responsible for the observance and full performance of its respective Credit Party Obligations.
3.4 Credit Document. This Amendment shall constitute a Credit Document under the terms of the Credit Agreement.
3.5 Expenses. The Borrower agrees to pay all reasonable costs and expenses of the Administrative Agent in connection with the preparation, execution and delivery of this Amendment, including without limitation, subject to the terms of the Engagement Letter, the reasonable fees and expenses of the Administrative Agent’s legal counsel.
3.6 Further Assurances. The Credit Parties agree to promptly take such action, upon the request of the Administrative Agent, as is necessary to carry out the intent of this Amendment.
3.7 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.
3.8 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.
3.9 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.
7
3.10 Successors and Assigns. This Amendment shall be binding upon and inure to the benefit of the parties hereto and their respective successors and assigns.
3.11 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.
3.12 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.
8
THE PANTRY, INC.
FIRST AMENDMENT TO THIRD AMENDED AND RESTATED CREDIT AGREEMENT
IN WITNESS WHEREOF the Borrower, 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/ Xxxx Xxxxxxx
|
|||||
Name:
|
Xxxx Xxxxxxx
|
|||||
Title:
|
Senior Vice President,
|
|||||
Chief Financial Officer and Secretary
|
9
THE PANTRY, INC.
FIRST AMENDMENT
ADMINISTRATIVE AGENT
AND LENDERS:
|
||||||
XXXXX FARGO BANK, NATIONAL ASSOCIATION
(successor-by-merger to Wachovia Bank, National Association),
as Administrative Agent and as a Lender
|
||||||
By:
|
/s/ Xxxxxx X. Xxxx
|
|||||
Name:
|
XXXXXX X. XXXX
|
|||||
Title:
|
DIRECTOR
|
|||||
10
THE PANTRY, INC.
FIRST AMENDMENT
LENDERS:
|
Cooperative Centrale Raiffeisen-Boerenleenbank B.A. “Rabobank Nederland”, New York Branch,,
as a Lender
|
|||||
By:
|
/s/ Xxxxxxxx X. Xxx
|
|||||
Name:
|
Xxxxxxxx X. Xxx
|
|||||
Title:
|
Executive Director
|
|||||
By:
|
/s/ Xxxxxx Xxxxxxx
|
|||||
Name:
|
Xxxxxx Xxxxxxx
|
|||||
Title:
|
Managing Director
|
[signature pages continue]
11
THE PANTRY, INC.
FIRST AMENDMENT
LENDERS:
|
CREDIT INDUSTRIEL ET COMMERCIAL,
as a Lender
|
|||||
By:
|
/s/ Xxxxxxx Xxxx
|
|||||
Name:
|
Xxxxxxx Xxxx
|
|||||
Title:
|
Managing Director
|
|||||
By:
|
/s/ Xxxxxx Xxxxxx
|
|||||
Name:
|
Xxxxxx Xxxxxx
|
|||||
Title:
|
Managing Director
|
[signature pages continue]
12
THE PANTRY, INC.
FIRST AMENDMENT
LENDERS:
|
GENERAL ELECTRIC CAPITAL CORPORATION,
as a Lender
|
|||||
By:
|
/s/ Xxxxx X. Xxxxxxxx
|
|||||
Name:
|
Xxxxx X. Xxxxxxxx
|
|||||
Title:
|
Duly Authorized Signatory
|
|||||
[signature pages continue]
13
THE PANTRY, INC.
FIRST AMENDMENT
LENDERS:
|
Capital One Leverage Finance Corporation,
as a Lender
|
|||||
By:
|
/s/ Xxx Xxxxxx
|
|||||
Name:
|
Xxx Xxxxxx
|
|||||
Title:
|
Senior Vice President
|
|||||
[signature pages continue]
14
THE PANTRY, INC.
FIRST AMENDMENT
LENDERS:
|
BMO Xxxxxx Financing, Inc.
Formerly known as BMO Capital Markets Financing, Inc.
as a Lender
|
|||||
By:
|
/s/ Xxxxxx Xxxxxxxx
|
|||||
Name:
|
Xxxxxx Xxxxxxxx
|
|||||
Title:
|
Managing Director
|
[signature pages continue]
15
THE PANTRY, INC.
FIRST AMENDMENT
LENDERS:
|
XXXXXXX XXXXX BANK, FSB,
as a Lender
|
|||||
By:
|
/s/ Xxxxxxx XxXxxxxx
|
|||||
Name:
|
Xxxxxxx XxXxxxxx
|
|||||
Title:
|
Senior Vice President
|
[signature pages continue]
16
THE PANTRY, INC.
FIRST AMENDMENT
LENDERS:
|
Allied Irish Banks p.l.c.,
as a Lender
|
|||||
By:
|
/s/ Xxxxxx Xxxxxxxxx
|
|||||
Name:
|
Xxxxxx Xxxxxxxxx
|
|||||
Title:
|
Senior Vice President
|
|||||
By:
|
/s/ Xxxxx Xxxxxx
|
|||||
Name:
|
Xxxxx Xxxxxx
|
|||||
Title:
|
Assistant Vice President
|
[signature pages continue]
17
THE PANTRY, INC.
FIRST AMENDMENT
LENDERS:
|
JPMORGAN CHASE BANK, N.A.
as a Lender
|
|||||
By:
|
/s/ Xxxxxxx X. Xxxxxxxx
|
|||||
Name:
|
Xxxxxxx X. Xxxxxxxx
|
|||||
Title:
|
Executive Director
|
|||||
[signature pages continue]
18
THE PANTRY, INC.
FIRST AMENDMENT
LENDERS:
|
RB International Finance (USA) LLC,
as a Lender
|
|||||
By:
|
/s/ Xxxx X. Xxxxxxx
|
|||||
Name:
|
XXXX X. XXXXXXX
|
|||||
Title:
|
First Vice President
|
|||||
By:
|
/s/ Xxxxx Xxxxxx
|
|||||
Name:
|
XXXXX XXXXXX
|
|||||
Title:
|
Vice President
|
[signature pages continue]
19
THE PANTRY, INC.
FIRST AMENDMENT
LENDERS:
|
Regions Financial Corp.,
as a Lender
|
|||||
By:
|
/s/ Xxxxx Xxxxxx
|
|||||
Name:
|
Xxxxx Xxxxxx
|
|||||
Title:
|
Vice President
|
|||||
[signature pages continue]
20
THE PANTRY, INC.
FIRST AMENDMENT
LENDERS:
|
SUNTRUST BANK,
as a Lender
|
|||||
By:
|
/s/ Xxxxxxx X’Xxxxxx
|
|||||
Name:
|
Xxxxxxx X’Xxxxxx
|
|||||
Title:
|
Director
|
|||||
[signature pages continue]
21
THE PANTRY, INC.
FIRST AMENDMENT
LENDERS:
|
ISRAEL DISCOUNT BANK OF NEW YORK,
as a Lender
|
|||||
By:
|
/s/ Xxxxxxx Xxxx
|
|||||
Name:
|
Xxxxxxx Xxxx
|
|||||
Title:
|
Senior Vice President
|
|||||
By:
|
/s/ Xxx Xxxx
|
|||||
Name:
|
Xxx Xxxx
|
|||||
Title:
|
Assistant Vice President
|
[signature pages continue]
22
THE PANTRY, INC.
FIRST AMENDMENT
LENDERS:
|
United Overseas Bank Limited, New York Agency
as a Lender
|
|||||
By:
|
/s/ K. Xxx Xxx
|
|||||
Name:
|
K. Xxx Xxx
|
|||||
Title:
|
Senior Vice President
|
|||||
By:
|
/s/ Xxxxx Xxxxx
|
|||||
Name:
|
Xxxxx Xxxxx
|
|||||
Title:
|
Assistant Vice President
|
[signature pages continue]
23
THE PANTRY, INC.
FIRST AMENDMENT
LENDERS:
|
State Bank of India
as a Lender
|
|||||
By:
|
/s/ C. Xxxxxxxxxxxx Xxxxx
|
|||||
Name:
|
C. Xxxxxxxxxxxx Xxxxx
|
|||||
Title:
|
Vice President & Head (Syndications)
|
[signature pages continue]
24
THE PANTRY, INC.
FIRST AMENDMENT
LENDERS:
|
THE SUMITOMO TRUST AND BANKING CO.,LTD., NEW YORK BRANCH,
as a Lender
|
|||||
By:
|
/s/ Xxxxxx X. Xxx XX
|
|||||
Name:
|
XXXXXX X. XXX XX
|
|||||
Title:
|
Vice President
|
|||||
[signature pages continue]
25
THE PANTRY, INC.
FIRST AMENDMENT
LENDERS:
|
Compass Bank, successor in interest to Guaranty Bank
as a Lender
|
|||||
By:
|
/s/ Xxxxx Xxxxxx
|
|||||
Name:
|
Xxxxx Xxxxxx
|
|||||
Title:
|
Vice President
|
|||||
[signature pages continue]
26
THE PANTRY, INC.
FIRST AMENDMENT
LENDERS:
|
EAST WEST BANK,
as a Lender
|
|||||
By:
|
/s/ Xxxxxx Xxxxx
|
|||||
Name:
|
Xxxxxx Xxxxx
|
|||||
Title:
|
Vice President
|
|||||
[signature pages continue]
27
THE PANTRY, INC.
FIRST AMENDMENT
LENDERS:
|
ARES VR CLO LTD
ARES VR CLO LTD.
BY: ARES CLO MANAGEMENT VR, LP., ITS INVESTMENT MANAGER
BY: ARES CLO GP VR, LLC, ITS GENERAL PARTNER
as a Lender
|
|||||
By:
|
/s/ Xxxxxxx Xxxxxxxx
|
|||||
Name:
|
Xxxxxxx Xxxxxxxx
|
|||||
Title:
|
Vice President
|
|||||
[signature pages continue]
28
THE PANTRY, INC.
FIRST AMENDMENT
LENDERS:
|
Ares VIR CLO Ltd.,
as a Lender
ARES VIR CLO LTD
ARES VIR CLO LTD.
BY: ARES CLO MANAGEMENT VIR, LP., ITS INVESTMENT MANAGER
BY: ARES CLO GP VIR, LLC, ITS GENERAL PARTNER
|
|||||
By:
|
/s/ Xxxxxxx Xxxxxxxx
|
|||||
Name:
|
Xxxxxxx Xxxxxxxx
|
|||||
Title:
|
Vice President
|
|||||
[signature pages continue]
29
THE PANTRY, INC.
FIRST AMENDMENT
LENDERS:
|
Ares X CLO Ltd.,
as a Lender
ARES X CLO LTD
ARES X CLO LTD.
BY: ARES CLO MANAGEMENT X, LP., ITS INVESTMENT MANAGER
BY: ARES CLO GP X, LLC, ITS GENERAL PARTNER
|
|||||
By:
|
/s/ Xxxxxxx Xxxxxxxx
|
|||||
Name:
|
Xxxxxxx Xxxxxxxx
|
|||||
Title:
|
Vice President
|
|||||
[signature pages continue]
30
THE PANTRY, INC.
FIRST AMENDMENT
LENDERS:
|
Ares XI CLO Ltd.,
as a Lender
ARES XI CLO LTD
ARES XI CLO LTD.
BY: ARES CLO MANAGEMENT XI, LP., ITS INVESTMENT MANAGER
BY: ARES CLO GP XI, LLC, ITS GENERAL PARTNER
|
|||||
By:
|
/s/ Xxxxxxx Xxxxxxxx
|
|||||
Name:
|
Xxxxxxx Xxxxxxxx
|
|||||
Title:
|
Vice President
|
|||||
[signature pages continue]
31
THE PANTRY, INC.
FIRST AMENDMENT
LENDERS:
|
Ares XII CLO Ltd.,
as a Lender
ARES XII CLO LTD
ARES XII CLO LTD.
BY: ARES CLO MANAGEMENT XII, LP., ITS INVESTMENT MANAGER
BY: ARES CLO GP XII, LLC, ITS GENERAL PARTNER
|
|||||
By:
|
/s/ Xxxxxxx Xxxxxxxx
|
|||||
Name:
|
Xxxxxxx Xxxxxxxx
|
|||||
Title:
|
Vice President
|
|||||
[signature pages continue]
32
THE PANTRY, INC.
FIRST AMENDMENT
LENDERS:
|
Ares NF CLO XIII Ltd.,
as a Lender
Ares NF CLO XIII Ltd
BY: Ares CLO XIII Management, L.P., its collateral manager
BY: Ares CLO XIII Management, LLC, its general partner
|
|||||
By:
|
/s/ Xxxxxxx Xxxxxxxx
|
|||||
Name:
|
Xxxxxxx Xxxxxxxx
|
|||||
Title:
|
Vice President
|
|||||
[signature pages continue]
33
THE PANTRY, INC.
FIRST AMENDMENT
LENDERS:
|
Ares NF CLO XIV Ltd.,
as a Lender
Ares NF CLO XIV Ltd
BY: Ares CLO XIV Management, L.P., its collateral manager
BY: Ares CLO XIV Management, LLC, its general partner
|
|||||
By:
|
/s/ Xxxxxxx Xxxxxxxx
|
|||||
Name:
|
Xxxxxxx Xxxxxxxx
|
|||||
Title:
|
Vice President
|
|||||
[signature pages continue]
34
THE PANTRY, INC.
FIRST AMENDMENT
LENDERS:
|
Ares NF CLO XV Ltd.,
as a Lender
Ares NF CLO XV Ltd
BY: Ares CLO XV Management, L.P., its collateral manager
BY: Ares CLO XV Management, LLC, its general partner
|
|||||
By:
|
/s/ Xxxxxxx Xxxxxxxx
|
|||||
Name:
|
Xxxxxxx Xxxxxxxx
|
|||||
Title:
|
Vice President
|
|||||
[signature pages continue]
35
THE PANTRY, INC.
FIRST AMENDMENT
LENDERS:
|
Confluent 2 Ltd.,
as a Lender
CAAM
CONFLUENT 2 LIMITED
BY: ARES PRIVATE ACCOUNT MANAGEMENT I, L.P., AS SUB-MANAGER
BY: ARES PRIVATE ACCOUNT MANAGEMENT I GP, LLC, ITS GENERAL PARTNER
|
|||||
By:
|
/s/ Xxxxxxx Xxxxxxxx
|
|||||
Name:
|
Xxxxxxx Xxxxxxxx
|
|||||
Title:
|
Vice President
|
|||||
[signature pages continue]
36
THE PANTRY, INC.
FIRST AMENDMENT
LENDERS:
|
Ares Enhanced Loan Investment Strategy II Ltd.,
as a Lender
XXXX XX
ARES ENHANCED LOAN INVESTMENT STRATEGY II, LTD.
BY: ARES ENHANCED LOAN MANAGEMENT II, L.P., ITS PORTFOLIO MANAGER
BY: ARES ENHANCED LOAN II GP, LLC, ITS GENERAL PARTNER
|
|||||
By:
|
/s/ Xxxxxxx Xxxxxxxx
|
|||||
Name:
|
Xxxxxxx Xxxxxxxx
|
|||||
Title:
|
Vice President
|
|||||
[signature pages continue]
37
THE PANTRY, INC.
FIRST AMENDMENT
LENDERS:
|
Ares Enhanced Loan Investment Strategy III Ltd.,
as a Lender
ARES ELIS III US
ARES ENHANCED LOAN INVESTMENT STRATEGY III, LTD.
BY: ARES ENHANCED LOAN MANAGEMENT III, L.P., ITS PORTFOLIO MANAGER
BY: ARES ENHANCED LOAN III GP, LLC, ITS GENERAL PARTNER
|
|||||
By:
|
/s/ Xxxxxxx Xxxxxxxx
|
|||||
Name:
|
Xxxxxxx Xxxxxxxx
|
|||||
Title:
|
Vice President
|
|||||
[signature pages continue]
38
THE PANTRY, INC.
FIRST AMENDMENT
LENDERS:
|
WellPoint Inc.,
as a Lender
WELLPOINT, INC.
BY: ARES WLP MANAGEMENT, L.P., ITS INVESTMENT MANAGER
BY: ARES WLP MANAGEMENT GP, LLC, ITS GENERAL PARTNER
|
|||||
By:
|
/s/ Xxxxxxx Xxxxxxxx
|
|||||
Name:
|
Xxxxxxx Xxxxxxxx
|
|||||
Title:
|
Vice President
|
|||||
[signature pages continue]
39
THE PANTRY, INC.
FIRST AMENDMENT
LENDERS:
|
Global Loan Opportunity Fund B.V.,
as a Lender
GLOF.
GLOBAL LOAN OPPORTUNITY FUND B.V.
BY: ARES MANAGEMENT LIMITED, ITS PORTFOLIO MANAGER
|
|||||
By:
|
/s/ Xxxxxxx Xxxxxxxx
|
|||||
Name:
|
Xxxxxxx Xxxxxxxx
|
|||||
Title:
|
Vice President
|
|||||
[signature pages continue]
40
THE PANTRY, INC.
FIRST AMENDMENT
LENDERS:
|
Cent CDO 10 Limited
By: Columbia Management Investment
Advisers, LLC, As Collateral Manager
as a Lender
|
|||||
By:
|
/s/ Xxxxx X. Xxxxxxx
|
|||||
Name:
|
Xxxxx X. Xxxxxxx
|
|||||
Title:
|
Director of Operations
|
|||||
[signature pages continue]
41
THE PANTRY, INC.
FIRST AMENDMENT
LENDERS:
|
Cent CDO XI Limited
By: Columbia Management Investment
Advisers, LLC, As Collateral Manager
as a Lender
|
|||||
By:
|
/s/ Xxxxx X. Xxxxxxx
|
|||||
Name:
|
Xxxxx X. Xxxxxxx
|
|||||
Title:
|
Director of Operations
|
|||||
[signature pages continue]
42
THE PANTRY, INC.
FIRST AMENDMENT
LENDERS:
|
Cent CDO 12 Limited
By: Columbia Management Investment
Advisers, LLC, As Collateral Manager
as a Lender
|
|||||
By:
|
/s/ Xxxxx X. Xxxxxxx
|
|||||
Name:
|
Xxxxx X. Xxxxxxx
|
|||||
Title:
|
Director of Operations
|
|||||
[signature pages continue]
43
THE PANTRY, INC.
FIRST AMENDMENT
LENDERS:
|
Cent CDO 14 Limited
By: Columbia Management Investment
Advisers, LLC, As Collateral Manager
as a Lender
|
|||||
By:
|
/s/ Xxxxx X. Xxxxxxx
|
|||||
Name:
|
Xxxxx X. Xxxxxxx
|
|||||
Title:
|
Director of Operations
|
|||||
[signature pages continue]
44
THE PANTRY, INC.
FIRST AMENDMENT
LENDERS:
|
Cent CDO 15 Limited
By: Columbia Management Investment
Advisers, LLC, As Collateral Manager
as a Lender
|
|||||
By:
|
/s/ Xxxxx X. Xxxxxxx
|
|||||
Name:
|
Xxxxx X. Xxxxxxx
|
|||||
Title:
|
Director of Operations
|
|||||
[signature pages continue]
45
THE PANTRY, INC.
FIRST AMENDMENT
LENDERS:
|
Centurion CDO VI, Ltd.
By: Columbia Management Investment
Advisers, LLC, As Collateral Manager
as a Lender
|
|||||
By:
|
/s/ Xxxxx X. Xxxxxxx
|
|||||
Name:
|
Xxxxx X. Xxxxxxx
|
|||||
Title:
|
Director of Operations
|
|||||
[signature pages continue]
46
THE PANTRY, INC.
FIRST AMENDMENT
LENDERS:
|
Centurion CDO VII, Limited
By: Columbia Management Investment
Advisers, LLC, As Collateral Manager
as a Lender
|
|||||
By:
|
/s/ Xxxxx X. Xxxxxxx
|
|||||
Name:
|
Xxxxx X. Xxxxxxx
|
|||||
Title:
|
Director of Operations
|
|||||
[signature pages continue]
47
THE PANTRY, INC.
FIRST AMENDMENT
LENDERS:
|
Centurion CDO 8, Limited
By: Columbia Management Investment
Advisers, LLC, As Collateral Manager
as a Lender
|
|||||
By:
|
/s/ Xxxxx X. Xxxxxxx
|
|||||
Name:
|
Xxxxx X. Xxxxxxx
|
|||||
Title:
|
Director of Operations
|
|||||
[signature pages continue]
48
THE PANTRY, INC.
FIRST AMENDMENT
LENDERS:
|
Centurion CDO 9, Limited
By: Columbia Management Investment
Advisers, LLC, As Collateral Manager
as a Lender
|
|||||
By:
|
/s/ Xxxxx X. Xxxxxxx
|
|||||
Name:
|
Xxxxx X. Xxxxxxx
|
|||||
Title:
|
Director of Operations
|
|||||
[signature pages continue]
49
THE PANTRY, INC.
FIRST AMENDMENT
LENDERS:
|
RiverSource Bond Series, Inc. –
Columbia Floating Rate Fund
as a Lender
|
|||||
By:
|
/s/ Xxxxx X. Xxxxxxx
|
|||||
Name:
|
Xxxxx X. Xxxxxxx
|
|||||
Title:
|
Assistant Vice President
|
|||||
[signature pages continue]
50
THE PANTRY, INC.
FIRST AMENDMENT
LENDERS:
|
Xxxxxxx & Co
as a Lender
by Boston Management and Research as Investment Advisor
|
|||||
By:
|
/s/ Xxxxxxx X. Xxxxxxx
|
|||||
Name:
|
Xxxxxxx Xxxxxxx
|
|||||
Title:
|
Vice President
|
|||||
[signature pages continue]
51
THE PANTRY, INC.
FIRST AMENDMENT
LENDERS:
|
Xxxxx Xxxxx Institutional
Senior Loan Fund
as a Lender
by Xxxxx Xxxxx Management as Investment Advisor
|
|||||
By:
|
/s/ Xxxxxxx X. Xxxxxxx
|
|||||
Name:
|
Xxxxxxx Xxxxxxx
|
|||||
Title:
|
Vice President
|
|||||
[signature pages continue]
52
THE PANTRY, INC.
FIRST AMENDMENT
LENDERS:
|
Xxxxx Xxxxx Senior Income Trust
as a Lender
by Xxxxx Xxxxx Management as Investment Advisor
|
|||||
By:
|
/s/ Xxxxxxx X. Xxxxxxx
|
|||||
Name:
|
Xxxxxxx Xxxxxxx
|
|||||
Title:
|
Vice President
|
|||||
[signature pages continue]
53
THE PANTRY, INC.
FIRST AMENDMENT
LENDERS:
|
Xxxxx Xxxxx CDO VIII, Ltd.
as a Lender
by Xxxxx Xxxxx Management as Investment Advisor
|
|||||
By:
|
/s/ Xxxxxxx X. Xxxxxxx
|
|||||
Name:
|
Xxxxxxx Xxxxxxx
|
|||||
Title:
|
Vice President
|
|||||
[signature pages continue]
54
THE PANTRY, INC.
FIRST AMENDMENT
LENDERS:
|
Senior Debt Portfolio
as a Lender
by Boston Management and Research as Investment Advisor
|
|||||
By:
|
/s/ Xxxxxxx X. Xxxxxxx
|
|||||
Name:
|
Xxxxxxx Xxxxxxx
|
|||||
Title:
|
Vice President
|
|||||
[signature pages continue]
55
THE PANTRY, INC.
FIRST AMENDMENT
LENDERS:
|
Xxxxx Xxxxx Limited Duration Income Fund
as a Lender
by Xxxxx Xxxxx Management as Investment Advisor
|
|||||
By:
|
/s/ Xxxxxxx X. Xxxxxxx
|
|||||
Name:
|
Xxxxxxx Xxxxxxx
|
|||||
Title:
|
Vice President
|
|||||
[signature pages continue]
56
THE PANTRY, INC.
FIRST AMENDMENT
LENDERS:
|
Xxxxx Xxxxx Senior Floating-Rate Trust
as a Lender
by Xxxxx Xxxxx Management as Investment Advisor
|
|||||
By:
|
/s/ Xxxxxxx X. Xxxxxxx
|
|||||
Name:
|
Xxxxxxx Xxxxxxx
|
|||||
Title:
|
Vice President
|
|||||
[signature pages continue]
57
THE PANTRY, INC.
FIRST AMENDMENT
LENDERS:
|
Xxxxx Xxxxx CDO IX Ltd.
as a Lender
by Xxxxx Xxxxx Management as Investment Advisor
|
|||||
By:
|
/s/ Xxxxxxx X. Xxxxxxx
|
|||||
Name:
|
Xxxxxxx Xxxxxxx
|
|||||
Title:
|
Vice President
|
|||||
[signature pages continue]
58
THE PANTRY, INC.
FIRST AMENDMENT
LENDERS:
|
Xxxxx Xxxxx VT Floating-Rate Income Fund
as a Lender
by Xxxxx Xxxxx Management as Investment Advisor
|
|||||
By:
|
/s/ Xxxxxxx X. Xxxxxxx
|
|||||
Name:
|
Xxxxxxx Xxxxxxx
|
|||||
Title:
|
Vice President
|
|||||
[signature pages continue]
59
THE PANTRY, INC.
FIRST AMENDMENT
LENDERS:
|
Xxxxx Xxxxx CDO X PLC
as a Lender
by Xxxxx Xxxxx Management as Investment Advisor
|
|||||
By:
|
/s/ Xxxxxxx X. Xxxxxxx
|
|||||
Name:
|
Xxxxxxx Xxxxxxx
|
|||||
Title:
|
Vice President
|
|||||
[signature pages continue]
60
THE PANTRY, INC.
FIRST AMENDMENT
LENDERS:
|
MET Investors Series Trust
-Met/Xxxxx Xxxxx Floating Rate Portfolio
as a Lender
by Xxxxx Xxxxx Management as Investment Sub-Advisor
|
|||||
By:
|
/s/ Xxxxxxx X. Xxxxxxx
|
|||||
Name:
|
Xxxxxxx Xxxxxxx
|
|||||
Title:
|
Vice President
|
|||||
[signature pages continue]
61
THE PANTRY, INC.
FIRST AMENDMENT
LENDERS:
|
Xxxxx Xxxxx Floating Rate Income Trust
as a Lender
by Xxxxx Xxxxx Management as Investment Advisor
|
|||||
By:
|
/s/ Xxxxxxx X. Xxxxxxx
|
|||||
Name:
|
Xxxxxxx Xxxxxxx
|
|||||
Title:
|
Vice President
|
|||||
[signature pages continue]
62
THE PANTRY, INC.
FIRST AMENDMENT
LENDERS:
|
505 CLO I LTD.,
as a Lender
|
|||||
By:
|
/s/ Xxxxx X. Xxxxx
|
|||||
Name:
|
Xxxxx X. Xxxxx
|
|||||
Title:
|
CIT ASSET MANAGEMENT LLC
EXECUTIVE VP
|
|||||
[signature pages continue]
63
THE PANTRY, INC.
FIRST AMENDMENT
LENDERS:
|
CIT CLO I LTD.,
as a Lender
|
|||||
By:
|
/s/ Xxxxx X. Xxxxx
|
|||||
Name:
|
Xxxxx X. Xxxxx
|
|||||
Title:
|
CIT ASSET MANAGEMENT LLC
EXECUTIVE VP
|
|||||
[signature pages continue]
64
THE PANTRY, INC.
FIRST AMENDMENT
LENDERS:
|
CALLIDUS DEBT PARTNERS CLO FUND IV, LTD.
By: GSO/Blackstone Debt Funds Management LLC as Collateral Manager,
as a Lender
|
|||||
By:
|
/s/ Xxxxxx X. Xxxxx
|
|||||
Name:
|
Xxxxxx X. Xxxxx
|
|||||
Title:
|
Authorized Signatory
|
|||||
[signature pages continue]
65
THE PANTRY, INC.
FIRST AMENDMENT
LENDERS:
|
CALLIDUS DEBT PARTNERS CLO FUND V, LTD.
By: GSO/Blackstone Debt Funds Management LLC as Collateral Manager,
as a Lender
|
|||||
By:
|
/s/ Xxxxxx X. Xxxxx
|
|||||
Name:
|
Xxxxxx X. Xxxxx
|
|||||
Title:
|
Authorized Signatory
|
|||||
[signature pages continue]
66
THE PANTRY, INC.
FIRST AMENDMENT
LENDERS:
|
CALLIDUS DEBT PARTNERS CLO FUND VI, LTD.
By: GSO/Blackstone Debt Funds Management LLC as Collateral Manager,
as a Lender
|
|||||
By:
|
/s/ Xxxxxx X. Xxxxx
|
|||||
Name:
|
Xxxxxx X. Xxxxx
|
|||||
Title:
|
Authorized Signatory
|
|||||
[signature pages continue]
67
THE PANTRY, INC.
FIRST AMENDMENT
LENDERS:
|
CALLIDUS DEBT PARTNERS CLO FUND VII, LTD.
By: GSO/Blackstone Debt Funds Management LLC as Collateral Manager,
as a Lender
|
|||||
By:
|
/s/ Xxxxxx X. Xxxxx
|
|||||
Name:
|
Xxxxxx X. Xxxxx
|
|||||
Title:
|
Authorized Signatory
|
|||||
[signature pages continue]
68
THE PANTRY, INC.
FIRST AMENDMENT
LENDERS:
|
MAPS CLO FUND I, LLC
By: GSO/Blackstone Debt Funds Management LLC as Collateral Manager,
as a Lender
|
|||||
By:
|
/s/ Xxxxxx X. Xxxxx
|
|||||
Name:
|
Xxxxxx X. Xxxxx
|
|||||
Title:
|
Authorized Signatory
|
|||||
[signature pages continue]
69
THE PANTRY, INC.
FIRST AMENDMENT
LENDERS:
|
MAPS CLO FUND II, LLC
By: GSO/Blackstone Debt Funds Management LLC as Collateral Manager,
as a Lender
|
|||||
By:
|
/s/ Xxxxxx X. Xxxxx
|
|||||
Name:
|
Xxxxxx X. Xxxxx
|
|||||
Title:
|
Authorized Signatory
|
|||||
[signature pages continue]
70
THE PANTRY, INC.
FIRST AMENDMENT
LENDERS:
|
LCM II LIMITED PARTNERSHIP
By: LCM Asset Management LLC
As Collateral Manager,
as a Lender
|
|||||
By:
|
/s/ Xxxxxxxxx X. Xxxxx
|
|||||
Name:
|
Xxxxxxxxx X. Xxxxx
|
|||||
Title:
|
LCM Asset Management LLC
|
|||||
[signature pages continue]
71
THE PANTRY, INC.
FIRST AMENDMENT
LENDERS:
|
LCM III, Ltd.
By: LCM Asset Management LLC
As Collateral Manager,
as a Lender
|
|||||
By:
|
/s/ Xxxxxxxxx X. Xxxxx
|
|||||
Name:
|
Xxxxxxxxx X. Xxxxx
|
|||||
Title:
|
LCM Asset Management LLC
|
|||||
[signature pages continue]
72
THE PANTRY, INC.
FIRST AMENDMENT
LENDERS:
|
LCM IV, Ltd.
By: LCM Asset Management LLC
As Collateral Manager,
as a Lender
|
|||||
By:
|
/s/ Xxxxxxxxx X. Xxxxx
|
|||||
Name:
|
Xxxxxxxxx X. Xxxxx
|
|||||
Title:
|
LCM Asset Management LLC
|
|||||
[signature pages continue]
73
THE PANTRY, INC.
FIRST AMENDMENT
LENDERS:
|
LCM V, Ltd.
By: LCM Asset Management LLC
As Collateral Manager,
as a Lender
|
|||||
By:
|
/s/ Xxxxxxxxx X. Xxxxx
|
|||||
Name:
|
Xxxxxxxxx X. Xxxxx
|
|||||
Title:
|
LCM Asset Management LLC
|
|||||
[signature pages continue]
74
THE PANTRY, INC.
FIRST AMENDMENT
LENDERS:
|
LCM VI, Ltd.
By: LCM Asset Management LLC
As Collateral Manager,
as a Lender
|
|||||
By:
|
/s/ Xxxxxxxxx X. Xxxxx
|
|||||
Name:
|
Xxxxxxxxx X. Xxxxx
|
|||||
Title:
|
LCM Asset Management LLC
|
|||||
[signature pages continue]
75
THE PANTRY, INC.
FIRST AMENDMENT
LENDERS:
|
KATONAH VII CLO LTD,
as a Lender
|
|||||
By:
|
/s/ Xxxxxx Xxxxxxxx
|
|||||
Name:
|
XXXXXX XXXXXXXX
|
|||||
Title:
|
Authorized Officer
Katonah Debt Advisors,L.L.C.
As Manager
|
|||||
[signature pages continue]
76
THE PANTRY, INC.
FIRST AMENDMENT
LENDERS:
|
KATONAH VIII CLO LTD,
as a Lender
|
|||||
By:
|
/s/ Xxxxxx Xxxxxxxx
|
|||||
Name:
|
XXXXXX XXXXXXXX
|
|||||
Title:
|
Authorized Officer
Katonah Debt Advisors,L.L.C.
As Manager
|
|||||
[signature pages continue]
77
THE PANTRY, INC.
FIRST AMENDMENT
LENDERS:
|
KATONAH IX CLO LTD,
as a Lender
|
|||||
By:
|
/s/ Xxxxxx Xxxxxxxx
|
|||||
Name:
|
XXXXXX XXXXXXXX
|
|||||
Title:
|
Authorized Officer
Katonah Debt Advisors,L.L.C.
As Manager
|
|||||
[signature pages continue]
78
THE PANTRY, INC.
FIRST AMENDMENT
LENDERS:
|
KATONAH X CLO LTD,
as a Lender
|
|||||
By:
|
/s/ Xxxxxx Xxxxxxxx
|
|||||
Name:
|
XXXXXX XXXXXXXX
|
|||||
Title:
|
Authorized Officer
Katonah Debt Advisors,L.L.C.
As Manager
|
|||||
[signature pages continue]
79
THE PANTRY, INC.
FIRST AMENDMENT
LENDERS:
|
KATONAH 2007-I CLO LTD,
as a Lender
|
|||||
By:
|
/s/ Xxxxxx Xxxxxxxx
|
|||||
Name:
|
XXXXXX XXXXXXXX
|
|||||
Title:
|
Authorized Officer
Katonah Debt Advisors,L.L.C.
As Manager
|
|||||
[signature pages continue]
80
THE PANTRY, INC.
FIRST AMENDMENT
LENDERS:
|
SAN XXXXXXX CLO I LTD,
as a Lender
By: Apidos Capital Management LLC
On behalf of Resource Capital Asset Management (RCAM)
|
|||||
By:
|
/s/ Xxxxxxx X. Xxxxxx
|
|||||
Name:
|
Xxxxxxx X. Xxxxxx
|
|||||
Title:
|
Managing Director and Portfolio Manager
|
|||||
[signature pages continue]
81
THE PANTRY, INC.
FIRST AMENDMENT
LENDERS:
|
SHASTA CLO I LTD.,
as a Lender
By: Apidos Capital Management LLC
On behalf of Resource Capital Asset Management (RCAM)
|
|||||
By:
|
/s/ Xxxxxxx X. Xxxxxx
|
|||||
Name:
|
Xxxxxxx X. Xxxxxx
|
|||||
Title:
|
Managing Director and Portfolio Manager
|
|||||
[signature pages continue]
82
THE PANTRY, INC.
FIRST AMENDMENT
LENDERS:
|
WHITNEY CLO I LTD.,
as a Lender
By: Apidos Capital Management LLC
On behalf of Resource Capital Asset Management (RCAM)
|
|||||
By:
|
/s/ Xxxxxxx X. Xxxxxx
|
|||||
Name:
|
Xxxxxxx X. Xxxxxx
|
|||||
Title:
|
Managing Director and Portfolio Manager
|
|||||
[signature pages continue]
83
THE PANTRY, INC.
FIRST AMENDMENT
LENDERS:
|
SIERRA CLO II LTD.,
as a Lender
By: Apidos Capital Management LLC
On behalf of Resource Capital Asset Management (RCAM)
|
|||||
By:
|
/s/ Xxxxxxx X. Xxxxxx
|
|||||
Name:
|
Xxxxxxx X. Xxxxxx
|
|||||
Title:
|
Managing Director and Portfolio Manager
|
|||||
[signature pages continue]
84
THE PANTRY, INC.
FIRST AMENDMENT
LENDERS:
|
ATLANTIS FUNDING LTD.,
By: INVESCO Senior Secured Management, Inc.
As Collateral Manager
as a Lender
|
|||||
By:
|
/s/ Xxxxxx X. X. Xxxxx
|
|||||
Name:
|
Xxxxxx X. X. Xxxxx
|
|||||
Title:
|
Authorized Signatory
|
|||||
[signature pages continue]
85
THE PANTRY, INC.
FIRST AMENDMENT
LENDERS:
|
AVALON CAPITAL LTD. 3
By: INVESCO Senior Secured Management, Inc.
As Asset Manager
as a Lender
|
|||||
By:
|
/s/ Xxxxxx X. X. Xxxxx
|
|||||
Name:
|
Xxxxxx X. X. Xxxxx
|
|||||
Title:
|
Authorized Signatory
|
|||||
[signature pages continue]
86
THE PANTRY, INC.
FIRST AMENDMENT
LENDERS:
|
BELHURST CLO LTD.
By: INVESCO Senior Secured Management, Inc.
As Collateral Manager
as a Lender
|
|||||
By:
|
/s/ Xxxxxx X. X. Xxxxx
|
|||||
Name:
|
Xxxxxx X. X. Xxxxx
|
|||||
Title:
|
Authorized Signatory
|
|||||
[signature pages continue]
87
THE PANTRY, INC.
FIRST AMENDMENT
LENDERS:
|
CELTS CLO 2007 -1 LTD.
By: INVESCO Senior Secured Management, Inc.
As Portfolio Manager
as a Lender
|
|||||
By:
|
/s/ Xxxxxx X. X. Xxxxx
|
|||||
Name:
|
Xxxxxx X. X. Xxxxx
|
|||||
Title:
|
Authorized Signatory
|
|||||
[signature pages continue]
88
THE PANTRY, INC.
FIRST AMENDMENT
LENDERS:
|
CHAMPLAIN CLO LTD.
By: INVESCO Senior Secured Management, Inc.
As Collateral Manager
as a Lender
|
|||||
By:
|
/s/ Xxxxxx X. X. Xxxxx
|
|||||
Name:
|
Xxxxxx X. X. Xxxxx
|
|||||
Title:
|
Authorized Signatory
|
|||||
[signature pages continue]
89
THE PANTRY, INC.
FIRST AMENDMENT
LENDERS:
|
DIVERSIFIED CREDIT PORTFOLIO LTD.
By: INVESCO Senior Secured Management, Inc.
As Investment Adviser
as a Lender
|
|||||
By:
|
/s/ Xxxxxx X. X. Xxxxx
|
|||||
Name:
|
Xxxxxx X. X. Xxxxx
|
|||||
Title:
|
Authorized Signatory
|
|||||
[signature pages continue]
90
THE PANTRY, INC.
FIRST AMENDMENT
LENDERS:
|
Invesco Floating Rate Fund
By: INVESCO Senior Secured Management, Inc.
As Sub-Adviser
as a Lender
|
|||||
By:
|
/s/ Xxxxxx X. X. Xxxxx
|
|||||
Name:
|
Xxxxxx X. X. Xxxxx
|
|||||
Title:
|
Authorized Signatory
|
|||||
[signature pages continue]
91
THE PANTRY, INC.
FIRST AMENDMENT
LENDERS:
|
LIMEROCK CLO I
By: INVESCO Senior Secured Management, Inc.
As Investment Manager
as a Lender
|
|||||
By:
|
/s/ Xxxxxx X. X. Xxxxx
|
|||||
Name:
|
Xxxxxx X. X. Xxxxx
|
|||||
Title:
|
Authorized Signatory
|
|||||
[signature pages continue]
92
THE PANTRY, INC.
FIRST AMENDMENT
LENDERS:
|
NAUTIQUE FUNDING LTD.
By: INVESCO Senior Secured Management, Inc.
As Collateral Manager
as a Lender
|
|||||
By:
|
/s/ Xxxxxx X. X. Xxxxx
|
|||||
Name:
|
Xxxxxx X. X. Xxxxx
|
|||||
Title:
|
Authorized Signatory
|
|||||
[signature pages continue]
93
THE PANTRY, INC.
FIRST AMENDMENT
LENDERS:
|
Qualcomm Global Trading, Inc.
By: Invesco Senior Secured Management, Inc.
As Investment Manager
as a Lender
|
|||||
By:
|
/s/ Xxxxxx X. X. Xxxxx
|
|||||
Name:
|
Xxxxxx X. X. Xxxxx
|
|||||
Title:
|
Authorized Signatory
|
|||||
[signature pages continue]
94
THE PANTRY, INC.
FIRST AMENDMENT
LENDERS:
|
SAGAMORE CLO LTD.
By: INVESCO Senior Secured Management, Inc.
As Collateral Manager
as a Lender
|
|||||
By:
|
/s/ Xxxxxx X. X. Xxxxx
|
|||||
Name:
|
Xxxxxx X. X. Xxxxx
|
|||||
Title:
|
Authorized Signatory
|
|||||
[signature pages continue]
95
THE PANTRY, INC.
FIRST AMENDMENT
LENDERS:
|
SARATOGA CLO I, LIMITED.
By: INVESCO Senior Secured Management, Inc.
As the Asset Manager
as a Lender
|
|||||
By:
|
/s/ Xxxxxx X. X. Xxxxx
|
|||||
Name:
|
Xxxxxx X. X. Xxxxx
|
|||||
Title:
|
Authorized Signatory
|
|||||
[signature pages continue]
96
THE PANTRY, INC.
FIRST AMENDMENT
LENDERS:
|
Invesco Xxx Xxxxxx Senior Income Trust.
By: Invesco Senior Secured Management, Inc.
As Sub-Adviser
as a Lender
|
|||||
By:
|
/s/ Xxxxxx X. X. Xxxxx
|
|||||
Name:
|
Xxxxxx X. X. Xxxxx
|
|||||
Title:
|
Authorized Signatory
|
|||||
[signature pages continue]
97
THE PANTRY, INC.
FIRST AMENDMENT
LENDERS:
|
Invesco Xxx Xxxxxx Senior Loan Fund
By: Invesco Senior Secured Management, Inc.
As Sub-Adviser
as a Lender
|
|||||
By:
|
/s/ Xxxxxx X. X. Xxxxx
|
|||||
Name:
|
Xxxxxx X. X. Xxxxx
|
|||||
Title:
|
Authorized Signatory
|
|||||
[signature pages continue]
98
THE PANTRY, INC.
FIRST AMENDMENT
LENDERS:
|
WASATCH CLO LTD
By: INVESCO Senior Secured Management, Inc.
As Portfolio Manager
as a Lender
|
|||||
By:
|
/s/ Xxxxxx X. X. Xxxxx
|
|||||
Name:
|
Xxxxxx X. X. Xxxxx
|
|||||
Title:
|
Authorized Signatory
|
|||||
[signature pages continue]
99
THE PANTRY, INC.
FIRST AMENDMENT
LENDERS:
|
The Foothill Group, Inc.
as a Lender
|
|||||
By:
|
/s/ Xxxx Xxxxxxxx
|
|||||
Name:
|
Xxxx Xxxxxxxx
|
|||||
Title:
|
Vice President
|
|||||
[signature pages continue]
100
THE PANTRY, INC.
FIRST AMENDMENT
LENDERS:
|
Blue Shield of California
as a Lender
|
|||||
By:
|
/s/ Xxxxx Xxxxxx
|
|||||
Name:
|
Xxxxx Xxxxxx
|
|||||
Title:
|
Vice President
|
|||||
[signature pages continue]
101
THE PANTRY, INC.
FIRST AMENDMENT
LENDERS:
|
Franklin CLO VI, Ltd.,
as a Lender
|
|||||
By:
|
/s/ Xxxxx Xxxxxx
|
|||||
Name:
|
Xxxxx Xxxxxx, Franklin Advisers, Inc. as Collateral Manager
|
|||||
Title:
|
Vice President
|
|||||
[signature pages continue]
102
THE PANTRY, INC.
FIRST AMENDMENT
LENDERS:
|
AMMC VII, LIMITED
By: American Money Management Corp.,
as Collateral Manager
as a Lender
|
|||||
By:
|
/s/ Xxxxxxx X. Xxxxxxx
|
|||||
Name:
|
Xxxxxxx X. Xxxxxxx
|
|||||
Title:
|
Vice President
|
|||||
[signature pages continue]
103
THE PANTRY, INC.
FIRST AMENDMENT
LENDERS:
|
MainStay VP Floating Rate Portfolio
a series of MainStay VP Funds Trust
By: New York Life Investment Management LLC,
its Investment Manager
as a Lender
|
|||||
By:
|
/s/ Xxxxxx X. Xxxx
|
|||||
Name:
|
Xxxxxx X. Xxxx
|
|||||
Title:
|
Director
|
|||||
[signature pages continue]
104
THE PANTRY, INC.
FIRST AMENDMENT
LENDERS:
|
MainStay Floating Rate Fund
a series of MainStay Funds Trust
By: New York Life Investment Management LLC,
its Investment Manager
as a Lender
|
|||||
By:
|
/s/ Xxxxxx X. Xxxx
|
|||||
Name:
|
Xxxxxx X. Xxxx
|
|||||
Title:
|
Director
|
|||||
[signature pages continue]
105
THE PANTRY, INC.
FIRST AMENDMENT
LENDERS:
|
Galaxy III CLO, Ltd.
By: PineBridge Investments LLC.
its Collateral Manager
Galaxy V CLO, Ltd.
By: PineBridge Investments LLC.
its Collateral Manager
Galaxy VI CLO, Ltd.
By: PineBridge Investments LLC.
its Collateral Manager
as a Lender
|
|||||
By:
|
/s/ W. Xxxxxxx Xxxxxx
|
|||||
Name:
|
W. Xxxxxxx Xxxxxx
|
|||||
Title:
|
Managing Director
|
|||||
[signature pages continue]
106
THE PANTRY, INC.
FIRST AMENDMENT
LENDERS:
|
DENALI CAPITAL CLO VII, LTD.
as a Lender
by Denali Capital LLC, managing member of DC Funding Partners LLC, collateral manager
|
|||||
By:
|
/s/ Xxxxx X. Xxxxx
|
|||||
Name:
|
Xxxxx Xxxxx
|
|||||
Title:
|
Senior Vice President
|
|||||
[signature pages continue]
107
THE PANTRY, INC.
FIRST AMENDMENT
LENDERS:
|
Del Mar CLO I, Ltd.
By: Xxxxxxx –Xxxxxx Capital Management, LLC as Collateral Manager
as a Lender
|
|||||
By:
|
/s/ Xxx Xxxxxxx
|
|||||
Name:
|
Xxx Xxxxxxx
|
|||||
Title:
|
Vice President
|
|||||
[signature pages continue]
108
THE PANTRY, INC.
FIRST AMENDMENT
LENDERS:
|
NACM CLO I.
as a Lender
|
|||||
By:
|
/s/ Xxxxxx Xxxxxxx
|
|||||
Name:
|
Xxxxxx Xxxxxxx
|
|||||
Title:
|
VP, Authorized Signatory
|
|||||
[signature pages continue]
109
THE PANTRY, INC.
FIRST AMENDMENT
LENDERS:
|
Lime Street CLO, Ltd..
as a Lender
|
|||||
By:
|
/s/ Xxxxx X’Xxxx
|
|||||
Name:
|
Xxxxx X’Xxxx
|
|||||
Title:
|
Portfolio Manager
|
|||||
[signature pages continue]
110
THE PANTRY, INC.
FIRST AMENDMENT
LENDERS:
|
VENTURE IV CDO LIMITED
By its investment advisor,
MJX Asset Management LLC,
as a Lender
|
|||||
By:
|
/s/ Xxxxxx Xxxxx
|
|||||
Name:
|
Xxxxxx Xxxxx
|
|||||
Title:
|
Managing Director
|
|||||
[signature pages continue]
111
THE PANTRY, INC.
FIRST AMENDMENT
LENDERS:
|
VEER CASH FLOW CLO, LIMITED
By its investment advisor,
MJX Asset Management LLC,
as a Lender
|
|||||
By:
|
/s/ Xxxxxx Xxxxx
|
|||||
Name:
|
Xxxxxx Xxxxx
|
|||||
Title:
|
Managing Director
|
|||||
[signature pages continue]
112
THE PANTRY, INC.
FIRST AMENDMENT
LENDERS:
|
Xxxxx Capital Management CGCU I
as a Lender
|
|||||
By:
|
/s/ Xxxxxxxxx Xxxxxxxx
|
|||||
Name:
|
Xxxxxxxxx Xxxxxxxx
|
|||||
Title:
|
Designated Signator
|
|||||
[signature pages continue]
113
THE PANTRY, INC.
FIRST AMENDMENT
LENDERS:
|
Genesis CLO 2007-1 Ltd.
as a Lender
by GLG Ore Hill LLC, its Collateral Manager
|
|||||
By:
|
/s/ Xxxxxxxx X. Xxxxxxx
|
|||||
Name:
|
Xxxxxxxx X. Xxxxxxx
|
|||||
Title:
|
Managing Director
|
|||||
114