0001193125-03-091435 Sample Contracts

FOURTH AMENDMENT TO DISTRIBUTION SERVICE AGREEMENT
Distribution Service Agreement • December 9th, 2003 • Pantry Inc • Retail-auto dealers & gasoline stations
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AMENDMENT NO. 4 TO EMPLOYMENT AGREEMENT
Employment Agreement • December 9th, 2003 • Pantry Inc • Retail-auto dealers & gasoline stations

THIS AMENDMENT NO. 4 TO EMPLOYMENT AGREEMENT (“Amendment No. 4”) is made and entered into as of the 8th day of December, 2003, by and between THE PANTRY, INC., a Delaware corporation (the “Corporation”), and PETER J. SODINI (the “Employee”).

REGISTRATION RIGHTS AGREEMENT (Common Stock)
Registration Rights Agreement • December 9th, 2003 • Pantry Inc • Retail-auto dealers & gasoline stations • North Carolina

THIS REGISTRATION RIGHTS AGREEMENT (this “Agreement”) is made and entered into as of December 30, 1996, by and between The Pantry, Inc., a Delaware corporation (the “Company”), FS Equity Partners III, L.P., a Delaware limited partnership (“FSEP III”), and FS Equity Partners International, L.P., a Delaware limited partnership (“FSEP International”). FSEP III and FSEP International are sometimes collectively referred to as the “Holders” and individually as the “Holder.” This Agreement is entered into concurrently with the execution of that certain Securities Purchase Agreement dated as of December 30, 1996 entered into by and among the parties hereto (the “Securities Purchase Agreement”) to provide registration rights with respect to the Common Stock Purchase Warrants (the “Warrants”) and the shares of the Company’s Common Stock, par value $0.01 per share (the “Common Stock”), issuable on exercise of such Warrants purchased by the Holders pursuant to the terms of the Securities Purchase

LETTER AGREEMENT November 4, 2003
Letter Agreement • December 9th, 2003 • Pantry Inc • Retail-auto dealers & gasoline stations • New York

RE: Amended and Restated Credit Agreement dated as of April 14, 2003 (as previously amended and as further amended, restated or otherwise modified from time to time, the “Credit Agreement”; capitalized terms used herein shall have the meanings ascribed thereto in the Credit Agreement unless otherwise defined herein) by and among The Pantry, Inc. (the “Borrower”), the Domestic Subsidiaries of the Borrower from time to time party thereto, as Guarantors, the Lenders from time to time party thereto and Wachovia Bank, Notional Association, as administrative agent (the “Administrative Agent”)

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