SECOND AMENDMENT TO AMENDED AND RESTATED CREDIT AGREEMENT AND WAIVER
Exhibit 10.1
EXECUTION COPY
SECOND AMENDMENT TO AMENDED AND RESTATED
THIS SECOND AMENDMENT TO AMENDED AND RESTATED CREDIT AGREEMENT AND WAIVER (this “Amendment”), dated as of August 5, 2005, is by and among THE PANTRY, INC., a Delaware corporation, (the “Borrower”), those Domestic Subsidiaries of the Borrower identified as a “Guarantor” on the signature pages hereto (individually a “Guarantor” and collectively the “Guarantors”), the Lenders party hereto, and WACHOVIA BANK, NATIONAL ASSOCIATION, as administrative agent for the Lenders (in such capacity, the “Administrative Agent”).
WITNESSETH
WHEREAS, the Borrower, the Guarantors, the several banks and other financial institutions as may from time to time become parties thereto, and the Administrative Agent have entered into that certain Amended and Restated Credit Agreement dated as of March 12, 2004 (as previously amended, modified or supplemented and as further amended, modified, supplemented, restated or amended and restated from time to time, the “Credit Agreement”; capitalized terms used but not otherwise defined herein shall have the meaning ascribed thereto in the Credit Agreement);
WHEREAS, the Borrower has requested certain amendments to the Credit Agreement as more fully set forth herein;
WHEREAS, the Borrower has notified the Administrative Agent and the Lenders that (1) Events of Default exist under the Credit Agreement as a result of the failure of the representations contained in Sections 3.3 and 3.18 of the Credit Agreement to be true and correct when made as such representations relate to financial statements and related certificates delivered by the Borrower for Fiscal Years 2003 and 2004; (2) Events of Default exist under the Credit Agreement as a result of the failure of the representation contained in Section 3.20 of the Credit Agreement to be true and correct when made as such representation relates to Indebtedness incurred pursuant to the Sale Leaseback Transaction and certain other sale leaseback transactions entered into by the Credit Parties prior to the date hereof, previously characterized as Operating Leases, that have been re-characterized as Capital Leases (collectively, with the Sale Leaseback Transaction, the “Existing Sale Leaseback Transactions”); (3) Events of Default exist under the Credit Agreement as a result of the Borrower’s failure to deliver quarterly and annual financial statements and related certificates which fairly present, in all material respects, the financial condition of the Borrower and its Subsidiaries, as required by Sections 5.1(a), (b) and (c) of the Credit Agreement; (4) an Event of Default exists under the Credit Agreement as a result of Borrower’s failure to deliver a notice of Default within the time period provided pursuant to Section 5.1(h) of the Credit Agreement; (5) an Event of Default exists under the Credit Agreement as a result of Borrower’s failure to maintain proper books and records as required pursuant to Section 5.5(a) of the Credit Agreement; (6) Events of Default exist under the Credit
Agreement as a result of Borrower’s incurrence of Indebtedness pursuant to the Existing Sale Leaseback Transactions which is not permitted pursuant to Section 6.1 of the Credit Agreement; (7) an Event of Default exists under the Credit Agreement as a result of the guaranty of the Indebtedness incurred pursuant to the Existing Sale Leaseback Transactions, which guaranty is not permitted pursuant to Section 6.4 of the Credit Agreement; (8) an Event of Default exists under the Credit Agreement as a result of the Liens on the assets subject to the Existing Sale Leaseback Transactions, which Liens are not permitted pursuant to Section 6.2 of the Credit Agreement; (the Events of Default referred to in clauses (1)-(8) above, collectively, the “Acknowledged Events of Defaults”); and (9) Events of Default exist under the Credit Agreement as a result of the Borrower’s failure to join certain Domestic Subsidiaries (the “Non-Joined Subsidiaries”) to the Credit Agreement as Additional Credit Parties as required pursuant to Section 5.9 of the Credit Agreement (the “Joinder Events of Default”);
WHEREAS, the Borrower has requested that the Required Lenders agree to waive the Acknowledged Events of Default on a one-time basis; and
WHEREAS, the Required Lenders have agreed to such amendments and are willing to grant such waivers, subject to the terms and conditions set forth herein.
NOW, THEREFORE, in consideration of the agreements hereinafter set forth, and for other good and valuable consideration, the receipt and adequacy of which are hereby acknowledged, the parties hereto agree as follows:
ARTICLE I
AMENDMENTS TO CREDIT AGREEMENT
1.1 Definition of Applicable Margin. All references to “Leverage Ratio” in the definition of “Applicable Margin” in Section 1.1 of the Credit Agreement are hereby changed to refer to “Consolidated Pro Forma Leverage Ratio”.
1.2 Section 6.1(c). Section 6.1(c) of the Credit Agreement is hereby amended and restated in its entirety to read as follows:
(c) the Borrower and its Subsidiaries may become and remain liable with respect to Indebtedness in respect of Capital Leases and Indebtedness incurred in the ordinary course of business to finance the cost of acquisition or the cost of construction, improvement or remodeling of an asset used in the business of the Borrower and its Subsidiaries; provided that (i) the principal amount of such Indebtedness does not exceed the sum of 100% of such cost of acquisition plus the reasonable fees and expenses incurred in connection therewith and (ii) any lien or encumbrance securing such Indebtedness is placed on such asset not more than 90 days after its acquisition or the completion of construction, improvement or remodeling, as the case may be;
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1.3 Section 6.4. Section 6.4 of the Credit Agreement is hereby amended by adding the following clause (i) thereto and making corresponding grammatical corrections to the remaining clauses of Section 6.4:
(i) the Borrower and its Subsidiaries may become and remain liable with respect to Contingent Obligations with respect to Indebtedness of a Credit Party under Permitted Sale Leaseback Transactions.
1.4 Section 6.6(a). Section 6.6(a) of the Credit Agreement is hereby amended and restated in its entirety to read as follows:
(a) Consolidated Pro Forma Leverage Ratio. The Consolidated Pro Forma Leverage Ratio, as of the last day of each Fiscal Quarter of the Borrower occurring during the periods indicated below, shall be less than or equal to the following:
Period |
Ratio | |
Closing Date through September 29, 2004 |
4.75 to 1.00 | |
September 30, 2004 through September 28, 2005 |
5.00 to 1.00 | |
September 29, 2005 through September 27, 2006 |
4.75 to 1.00 | |
September 28, 2006 through September 26, 2007 |
4.50 to 1.00 | |
September 27, 2007 through September 24, 2008 |
4.25 to 1.00 | |
September 25, 2008 and thereafter |
4.00 to 1.00 |
1.5 Section 6.6(c). The introductory paragraph of Section 6.6(c) of the Credit Agreement is hereby amended and restated in its entirety to read as follows:
(c) Consolidated Capital Expenditures. Consolidated Capital Expenditures made during any Fiscal Year of the Borrower shall be less than or equal to the greater of (i) 35% of Consolidated Pro Forma EBITDA as of the end of the immediately preceding Fiscal Year or (ii) the amount set forth below with respect to such Fiscal Year:
ARTICLE II
WAIVER
2.1 Waiver of Events of Default.
Notwithstanding the provisions of the Credit Agreement to the contrary, the Lenders hereby waive, on a limited, one-time basis, (a) the Acknowledged Events of Default under the Credit Agreement, in each case, on or prior to the date hereof and (b) the Joinder Events of Default on or prior to the date hereof, so long as each Non-Joined Subsidiary shall be joined to the Credit Agreement as an Additional Credit Party as required pursuant to Section 5.9 of the Credit Agreement within 30 days of the date of this Amendment.
This Amendment shall be effective only to the extent specifically set forth herein and shall not (i) be construed as a waiver of any breach or default other than as specifically waived
3
herein nor as a waiver of any breach or default of which the Lenders have not been informed by the Borrower, (ii) affect the right of the Lenders to demand compliance by the Borrower with all terms and conditions of the Credit Agreement in all other instances, (iii) be deemed a waiver of any transaction or future action on the part of the Borrower requiring the Lenders’ or the Required Lenders’ consent or approval under the Credit Agreement, or (iv) except as waived hereby with respect to the Acknowledged Events of Default and the Joinder Events of Default, be deemed or construed to be a wavier or release of, or a limitation upon, the Administrative Agent’s or the Lenders’ exercise of any rights or remedies under the Credit Agreement or any other document executed or delivered in connection therewith, whether arising as a consequence of any Event of Default which may now exist or otherwise, all such rights and remedies hereby being expressly reserved.
ARTICLE III
CONDITIONS TO EFFECTIVENESS
3.1 Closing Conditions.
This Amendment shall become effective as of the date first above written upon satisfaction of the following conditions (in form and substance reasonably acceptable to the Administrative Agent):
(a) Executed Amendment. Receipt by the Administrative Agent of a copy of this Amendment duly executed by each of the Credit Parties and the Required Lenders.
(b) Fees. Receipt by the Administrative Agent of all fees and expenses of the Administrative Agent in connection with the arrangement, preparation, execution and delivery of this Amendment, including, without limitation, the fees and expenses of Xxxxx & Xxx Xxxxx PLLC.
ARTICLE IV
MISCELLANEOUS
4.1 Amended Terms. All references to the Credit Agreement in each of the Credit Documents shall hereafter mean the Credit Agreement as amended by this Amendment. Except as specifically amended hereby or otherwise agreed, the Credit Agreement is hereby ratified and confirmed and shall remain in full force and effect according to its terms. The amendments to the Credit Agreement set forth in this Amendment shall be effective from and after the date of this Amendment and shall not be applied retroactively.
4.2 Representations and Warranties of Credit Parties. Each of the Credit Parties represents and warrants as follows:
(a) It has taken all necessary action to authorize the execution, delivery and performance of this Amendment.
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(b) This Amendment has been duly executed and delivered by such Person and constitutes such Person’s legal, valid and binding obligations, enforceable in accordance with its terms, except as such enforceability may be subject to (i) bankruptcy, insolvency, reorganization, fraudulent conveyance or transfer, moratorium or similar laws affecting creditors’ rights generally and (ii) general principles of equity (regardless of whether such enforceability is considered in a proceeding at law or in equity).
(c) No consent, approval, authorization or order of, or filing, registration or qualification with, any court or governmental authority or third party is required in connection with the execution, delivery or performance by such Person of this Amendment.
(d) The representations and warranties set forth in Article III of the Credit Agreement are true and correct as of the date hereof (except for those which expressly relate to an earlier date).
(e) No Default or Event of Default (other than the Acknowledged Events of Default and the Joinder Events of Default) exists before or after giving effect to this Amendment.
4.3 Acknowledgment of Guarantors. The Guarantors acknowledge and consent to all of the terms and conditions of this Amendment and agree that this Amendment and all documents executed in connection herewith do not operate to reduce or discharge the Guarantors’ obligations under the Credit Documents.
4.4 Credit Document. This Amendment shall constitute a Credit Document under the terms of the Credit Agreement.
4.5 Entirety. This Amendment and the other Credit Documents embody the entire agreement between the parties hereto and supersede all prior agreements and understandings, oral or written, if any, relating to the subject matter hereof.
4.6 Counterparts; Telecopy. This Amendment may be executed in any number of counterparts, each of which when so executed and delivered shall be an original, but all of which shall constitute one and the same instrument. Delivery of an executed counterpart to this Amendment by telecopy shall be effective as an original and shall constitute a representation that an original will be delivered.
4.7 Survival. Except as expressly modified and amended in this Amendment, all of the terms and provisions and conditions of each of the Credit Documents shall remain unchanged.
4.8 Successors and Assigns. This Amendment shall be binding upon and inure to the benefit of the parties hereto and their respective successors and assigns.
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4.9 GOVERNING LAW. THIS AMENDMENT AND WAIVER AND THE RIGHTS AND OBLIGATIONS OF THE PARTIES UNDER THIS AMENDMENT AND WAIVER SHALL BE GOVERNED BY, AND CONSTRUED AND INTERPRETED IN ACCORDANCE WITH, THE LAW OF THE STATE OF NEW YORK. EACH OF THE CREDIT PARTIES AGREES THAT SECTIONS 5-1401 AND 5-1402 OF THE GENERAL OBLIGATIONS LAW OF THE STATE OF NEW YORK SHALL APPLY TO THIS CREDIT AGREEMENT AND THE OTHER CREDIT DOCUMENTS.
4.10 Consent to Jurisdiction; Service of Process; Waiver of Jury Trial. The jurisdiction, services of process and waiver of jury trial provisions set forth in Sections 9.14 and 9.17 of the Credit Agreement are hereby incorporated by reference, mutatis mutandis.
[BALANCE OF PAGE INTENTIONALLY LEFT BLANK]
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IN WITNESS WHEREOF the Borrower, the Guarantors and the Required Lenders have caused this Amendment to be duly executed on the date first above written.
BORROWER: | THE PANTRY, INC., | |||||||
a Delaware corporation | ||||||||
By: | /s/ Xxxxxx X. Xxxxx | |||||||
Name: |
Xxxxxx X. Xxxxx | |||||||
Title: |
Chief Financial Officer, Vice President– Finance and Secretary |
GUARANTORS: | R & H MAXXON, INC., | |||||||
a South Carolina corporation | ||||||||
By: | /s/ Xxxxxx X. Xxxxx | |||||||
Name: |
Xxxxxx X. Xxxxx | |||||||
Title: |
Executive Vice President and Assistant Secretary | |||||||
KANGAROO, INC., | ||||||||
a Georgia corporation | ||||||||
By: | /s/ Xxxxxx X. Xxxxx | |||||||
Name: |
Xxxxxx X. Xxxxx | |||||||
Title: |
Executive Vice President and Assistant Secretary |
The Pantry, Inc.
Second Amendment and Waiver
ADMINISTRATIVE AGENT
AND LENDERS:
WACHOVIA BANK, NATIONAL ASSOCIATION, | ||
as Administrative Agent and as a Lender | ||
By: |
/s/ Xxxxxxx X. Xxxxxx | |
Name: |
Xxxxxxx X. Xxxxxx | |
Title: |
Managing Director |
The Pantry, Inc.
Second Amendment and Waiver
LENDERS (continued):
Allstate Life Insurance Company | ||
By: | /s/ Xxxxx Xxxxxxx | |
Name: |
Xxxxx Xxxxxxx | |
Title: |
Authorized Signatory | |
By: | /s/ Xxxxxx X. Xxxxxxx | |
Name: |
Xxxxxx X. Xxxxxxx | |
Title: |
Authorized Signatory |
AIMCO CDO, Series 2000-A | ||
By: | /s/ Xxxxx Xxxxxxx | |
Name: |
Xxxxx Xxxxxxx | |
Title: |
Authorized Signatory | |
By: | /s/ Xxxxxx X. Xxxxxxx | |
Name: |
Xxxxxx X. Xxxxxxx | |
Title: |
Authorized Signatory |
AIMCO CLO, Series 2005-A | ||
By: | /s/ Xxxxx Xxxxxxx | |
Name: |
Xxxxx Xxxxxxx | |
Title: |
Authorized Signatory | |
By: | /s/ Xxxxxx X. Xxxxxxx | |
Name: |
Xxxxxx X. Xxxxxxx | |
Title: |
Authorized Signatory |
The Pantry, Inc.
Second Amendment and Waiver
LENDERS (continued):
Ares VIII CLO Ltd. | ||
By: | Ares CLO Management VIII, L.P., | |
Its: | Investment Manager | |
By: | Ares CLO GP VIII, LLC, | |
Its: | General Partner | |
By: | /s/ Xxxx X. Xxxxxxx | |
Name: |
Xxxx X. Xxxxxxx | |
Title: |
Vice President |
The Pantry, Inc.
Second Amendment and Waiver
LENDERS (continued):
By: | Ares Enhanced Loan Management, L.P., Investment Manager | |
By: | Ares Enhanced Loan GP, LLC | |
Its: | General Partner | |
By: | /s/ Xxxx X. Xxxxxxx | |
Name: |
Xxxx X. Xxxxxxx | |
Title: |
Vice President |
The Pantry, Inc.
Second Amendment and Waiver
LENDERS (continued): | ||||||||
ARES IV CLO LTD. | ||||||||
By: |
Ares CLO Management IV, L.P. | |||||||
Its: |
Investment Manager | |||||||
By: |
Ares CLO XX XX, LLC | |||||||
Its: |
Managing Member | |||||||
By: |
/s/ Xxxx X. Xxxxxxx | |||||||
Name: |
Xxxx X. Xxxxxxx | |||||||
Title: |
Vice President |
The Pantry, Inc.
Second Amendment and Waiver
LENDERS (continued): | ||||||||
BRYN MAWR CLO, Ltd. | ||||||||
By: | Deerfield Capital Management LLC as its Collateral Manager | |||||||
By: |
/s/ Xxxx Xxxxxx | |||||||
Name: |
Xxxx Xxxxxx | |||||||
Title: |
Sr. Vice President |
The Pantry, Inc.
Second Amendment and Waiver
LENDERS (continued): | ||||||||||
Credit Industriel et Commercial | ||||||||||
By: |
/s/ Xxxxxxx Xxxx |
/s/ Xxxxxx Xxxxxx | ||||||||
Name: |
Xxxxxxx Xxxx |
Xxxxxx Xxxxxx | ||||||||
Title: |
Vice President |
Vice President |
The Pantry, Inc.
Second Amendment and Waiver
LENDERS (continued): | ||||||||
FOREST CREEK CLO, Ltd | ||||||||
By: Deerfield Capital Management LLC as its Collateral Manager | ||||||||
By: |
/s/ Xxxx Xxxxxx | |||||||
Name: |
Xxxx Xxxxxx | |||||||
Title: |
Sr. Vice President |
The Pantry, Inc.
Second Amendment and Waiver
LENDERS (continued): | ||||||||
FOXE BASIN CLO 2003, LTD. | ||||||||
By: GSO Capital Partners LP as Collateral Manager | ||||||||
By: |
/s/ Xxxxxx X. Xxxxx | |||||||
Name: |
Xxxxxx X. Xxxxx | |||||||
Title: |
Authorized Signatory |
The Pantry, Inc.
Second Amendment and Waiver
LENDERS (continued): | Franklin CLO I, Limited | |||||||
By: |
/s/ Alex Xxxxx Xx | |||||||
Name: |
Alex Xxxxx Xx | |||||||
Title: |
Authorized Signatory |
The Pantry, Inc.
Second Amendment and Waiver
LENDERS (continued): | Franklin CLO II, Limited | |||||||
By: |
/s/ Alex Xxxxx Xx | |||||||
Name: |
Alex Xxxxx Xx | |||||||
Title: |
Authorized Signatory |
The Pantry, Inc.
Second Amendment and Waiver
LENDERS (continued): | Franklin CLO III, Limited | |||||||
By: |
/s/ Alex Xxxxx Xx | |||||||
Name: |
Alex Xxxxx Xx | |||||||
Title: |
Authorized Signatory |
The Pantry, Inc.
Second Amendment and Waiver
LENDERS (continued): | FRANKLIN CLO IV, LIMITED | |||||||
By: |
/s/ Alex Xxxxx Xx | |||||||
Name: |
Alex Xxxxx Xx | |||||||
Title: |
Authorized Signatory |
The Pantry, Inc.
Second Amendment and Waiver
LENDERS (continued): | FRANKLIN TEMPLETION LIM DURATION INCOME TRUST | |||||||
By: |
/s/ Xxxxxxx Xxx | |||||||
Name: |
Xxxxxxx Xxx | |||||||
Title: |
Vice President |
The Pantry, Inc.
Second Amendment and Waiver
LENDERS (continued): | Franklin Floating Rate Master Series | |||||||
By: |
/s/ Xxxxxxx Xxx | |||||||
Name: |
Xxxxxxx Xxx | |||||||
Title: |
Vice President |
The Pantry, Inc.
Second Amendment and Waiver
LENDERS (continued): | FRANKLIN FLOATING RATE DAILY ACCESS FUND | |||||||
By: |
/s/ Xxxxxxx Xxx | |||||||
Name: |
Xxxxxxx Xxx | |||||||
Title: |
Vice President |
The Pantry, Inc.
Second Amendment and Waiver
LENDERS (continued): | GSC PARTNERS GEMINI FUND LIMITED | |||||||
By: |
GSCP (NJ), L.P., as Collateral Monitor | |||||||
By: |
GSCP (NJ), INC., its General Partner | |||||||
By: |
/s/ Xxxx Xxxxxxxxxxx | |||||||
Name: |
Xxxx Xxxxxxxxxxx | |||||||
Title: |
Authorized Signatory | |||||||
GSC Partners |
The Pantry, Inc.
Second Amendment and Waiver
LENDERS (continued): | INDOSUEZ CAPITAL FUNDING VI LIMITED | |||||||
By: | Lyon Capital Management LLC, As Collateral Manager | |||||||
By: |
/s/ Xxxxxxxxx X. Xxxxx | |||||||
Name: |
Xxxxxxxxx X. Xxxxx | |||||||
Title: |
Portfolio Manager |
The Pantry, Inc.
Second Amendment and Waiver
LENDERS (continued): | ING PRIME RATE TRUST | |||||||
By: | ING Investment Management Co. as its investment manager | |||||||
By: |
/s/ Xxxxxxxx X. Xxxx | |||||||
Name: |
Xxxxxxxx X. Xxxx | |||||||
Title: |
Vice President | |||||||
ING SENIOR INCOME FUND | ||||||||
By: | ING Investment Management Co. as its investment manager | |||||||
By: |
/s/ Xxxxxxxx X. Xxxx | |||||||
Name: |
Xxxxxxxx X. Xxxx | |||||||
Title: |
Vice President |
The Pantry, Inc.
Second Amendment and Waiver
LENDERS (continued): | Kitty Hawk Trust | |||||||
By: | Xxxxxx Xxxxxxx Investment Management Inc. as Investment Manager | |||||||
By: |
/s/ Xxxxxxxxx Xxxxxxxx | |||||||
Name: |
Xxxxxxxxx Xxxxxxxx | |||||||
Title: |
Executive Director |
The Pantry, Inc.
Second Amendment and Waiver
LENDERS (continued): | LANDMARK CDO LTD | |||||||
By | Aladdin Capital Management LLC, as Manager | |||||||
By: |
/s/ Xxxxxx Xxxxxxxxx | |||||||
Name: |
Xxxxxx Xxxxxxxxx | |||||||
Title: |
Director |
The Pantry, Inc.
Second Amendment and Waiver
LENDERS (continued): | LCM I LIMITED PARTNERSHIP | |||||||
By: | Lyon Capital Management LLC, As Collateral Manager | |||||||
By: |
/s/ Xxxxxxxxx X. Xxxxx | |||||||
Name: |
Xxxxxxxxx X. Xxxxx | |||||||
Title: |
Portfolio Manager |
The Pantry, Inc.
Second Amendment and Waiver
LENDERS (continued): | LCM III, Ltd. | |||||||
By: | Lyon Capital Management LLC, As Collateral Manager | |||||||
By: |
/s/ Xxxxxxxxx X. Xxxxx | |||||||
Name: |
Xxxxxxxxx X. Xxxxx | |||||||
Title: |
Portfolio Manager |
The Pantry, Inc.
Second Amendment and Waiver
LENDERS (continued):
LONG GROVE CLO, LIMITED | ||
By: |
Deerfield Capital Management LLC as its | |
Collateral Manager | ||
By: |
/s/ Xxxx Xxxxxx | |
Name: Xxxx Xxxxxx | ||
Title: Sr. Vice President |
The Pantry, Inc.
Second Amendment and Waiver
LENDERS (continued):
Xxxxxx Xxxxxxx Prime Income Trust | ||
By: |
/s/ Xxxxxxxxx Xxxxxxx | |
Name: |
Xxxxxxxxx Xxxxxxx | |
Title: |
Authorized Signatory |
The Pantry, Inc.
Second Amendment and Waiver
LENDERS (continued):
MUIRFIELD TRADING LLC | ||
By: |
/s/ M. Xxxxxxxx Xxxxxxx | |
Name: |
M. Xxxxxxxx Xxxxxxx | |
Title: |
Assistant Vice President |
The Pantry, Inc.
Second Amendment and Waiver
LENDERS (continued):
Pacifica CDO II, Ltd. | ||
By: |
/s/ Xxx Xxxxx | |
Name: |
Xxx Xxxxx | |
Title: |
Associate |
The Pantry, Inc.
Second Amendment and Waiver
LENDERS (continued):
Premium Loan Trust I, Ltd. | ||
By: |
/s/ Guia Trutter | |
Name: |
Guia Trutter | |
Title: |
Managing Director |
The Pantry, Inc.
Second Amendment and Waiver
LENDERS (continued):
Xxxxxxx Xxxxx Bank, FSB | ||
By: | /s/ Xxxxxx X. Xxxxxx | |
Name: |
Xxxxxx X. Xxxxxx | |
Title: |
Senior Vice President |
The Pantry, Inc.
Second Amendment and Waiver
LENDERS (continued):
ROSEMONT CLO, Ltd. | ||
By: | Deerfield Capital Management LLC as its Collateral Manager | |
By: | /s/ Xxxx Xxxxxx | |
Name: |
Xxxx Xxxxxx | |
Title: |
Sr. Vice President |
The Pantry, Inc.
Second Amendment and Waiver
LENDERS (continued):
SEQUILS-Glace Bay, Ltd. | ||
By: GSO Capital Partners LP as Collateral Manager | ||
By: | /s/ Xxxxxx X. Xxxxx | |
Name: |
Xxxxxx X. Xxxxx | |
Title: |
Authorized Signatory |
The Pantry, Inc.
Second Amendment and Waiver
LENDERS (continued):
SIERRA CLO I, LTD | ||
By: | /s/ Xxxx X. Xxxxxxxxx | |
Name: |
Xxxx X. Xxxxxxxxx | |
Title: |
Chief Operating Officer Centre Pacific LLC (Manager) |
The Pantry, Inc.
Second Amendment and Waiver
LENDERS (continued):
STANWICH LOAN FUNDING LLC | ||
By: |
/s/ M. Xxxxxxxx Xxxxxxx | |
Name: |
M. Xxxxxxxx Xxxxxxx | |
Title: |
Assistant Vice President |
The Pantry, Inc.
Second Amendment and Waiver
LENDERS (continued):
Trumbull THC2 Loan Funding LLC, for itself or as agent for Trumbull THC2 CFPI Loan Funding LLC | ||
By: |
/s/ Xxxxx Xxxxx | |
Name: |
Xxxxx Xxxxx | |
Title: |
As Attorney-In-Fact |
The Pantry, Inc.
Second Amendment and Waiver
LENDERS (continued):
XXX XXXXXX SENIOR INCOME TRUST | ||
By: Xxx Xxxxxx Asset Management | ||
By: |
/s/ Xxxxxxxxx Xxxxxxxx | |
Name: |
Xxxxxxxxx Xxxxxxxx | |
Title: |
Executive Director |
The Pantry, Inc.
Second Amendment and Waiver
LENDERS (continued):
XXX XXXXXX SENIOR LOAN FUND | ||
By: Xxx Xxxxxx Asset Management | ||
By: |
/s/ Xxxxxxxxx Xxxxxxxx | |
Name: |
Xxxxxxxxx Xxxxxxxx | |
Title: |
Executive Director |
The Pantry, Inc.
Second Amendment and Waiver
LENDERS (continued):
Venture CDO 2002, Limited | ||
By its investment advisor, MJX Asset | ||
Management LLC | ||
By: |
/s/ Xxxx Xxxxxxxxxxx | |
Name: Xxxx Xxxxxxxxxxx | ||
Title: Chief Investment Officer |
LENDERS (continued):
Venture II CDO 2002, Limited | ||
By its investment advisor, MJX Asset | ||
Management LLC | ||
By: |
/s/ Xxxx Xxxxxxxxxxx | |
Name: Xxxx Xxxxxxxxxxx | ||
Title: Chief Investment Officer |
LENDERS (continued):
Venture III CDO Limited | ||
By its investment advisor, MJX Asset | ||
Management LLC | ||
By: |
/s/ Xxxx Xxxxxxxxxxx | |
Name: Xxxx Xxxxxxxxxxx | ||
Title: Chief Investment Officer |
LENDERS (continued):
CREDIT SUISSE, CAYMAN ISLANDs BRANCH (f/k/a: | ||
CREDIT SUISSE FIRST BOSTON, acting through its | ||
Cayman Islands Branch) | ||
By: |
/s/ Xxxxxxx Xxxxx | |
Name: |
Xxxxxxx Xxxxx | |
Title: |
Vice President | |
By: |
/s/ Xxxxx Xxxxxxxx | |
Name: |
Xxxxx Xxxxxxxx | |
Title: |
Associate |
The Pantry, Inc.
Second Amendment and Waiver
LENDERS (continued):
GUARANTY BANK | ||
By: |
/s/ Xxxxxxx Xxxxxxxxxxxx | |
Name: Xxxxxxx Xxxxxxxxxxxx | ||
Title: Vice President |
The Pantry, Inc.
Second Amendment and Waiver