0001193125-07-075565 Sample Contracts

LEASE AGREEMENT
Lease Agreement • April 5th, 2007 • Pantry Inc • Retail-auto dealers & gasoline stations

THIS LEASE AGREEMENT (the “Lease”) is made and entered into as of this day of , 200 , by and between NATIONAL RETAIL PROPERTIES, LP, a Delaware limited partnership (the “Landlord”), and THE PANTRY, INC., a Delaware corporation with offices in Sanford, North Carolina (the “Tenant”).

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FIRST AMENDMENT TO SECOND AMENDED AND RESTATED CREDIT AGREEMENT
Credit Agreement • April 5th, 2007 • Pantry Inc • Retail-auto dealers & gasoline stations • North Carolina

THIS FIRST AMENDMENT TO SECOND AMENDED AND RESTATED CREDIT AGREEMENT (this “Amendment”), dated as of April 4, 2007, 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”). In connection with the foregoing, J.P. MORGAN SECURITIES INC. (“JPMorgan”) and WACHOVIA CAPITAL MARKETS, LLC (“WCM”), are acting as joint lead arrangers and joint bookrunners for the Additional Term Loan (as defined below) (collectively, the “Amendment Arrangers”), JPMORGAN CHASE BANK, NATIONAL ASSOCIATION, is acting as syndication agent for the Additional Term Loan and HARRIS N.A., is acting as documentation agent for the Additional Term Loan.

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