THE PANTRY, INC. (a Delaware corporation) 5,000,000 Shares of Common Stock PURCHASE AGREEMENTPurchase Agreement • October 14th, 2004 • Pantry Inc • Retail-auto dealers & gasoline stations • New York
The Pantry, Inc., a Delaware corporation (the “Company”) and Merrill Lynch International (“MLI” or the “Forward Purchaser”), at the Company’s request in connection with the letter agreement dated the date hereof between the Company and MLI (the “Forward Agreement”) relating to the forward sale by the Company of a number of shares of Common Stock, par value $.01 per share, of the Company (“Common Stock”) equal to the number of shares of Common Stock to be sold by the Forward Purchaser pursuant to this Agreement, and the persons listed in Schedule B-2 hereto (the “Selling Shareholders”), confirm their respective agreements with Merrill Lynch & Co., Merrill Lynch, Pierce, Fenner & Smith Incorporated (“Merrill Lynch”), and each of the other Underwriters named in Schedule A hereto (collectively, the “Underwriters”, which term shall also include any underwriter substituted as hereinafter provided in Section 10 hereof), for whom Merrill Lynch, Goldman, Sachs & Co., William Blair & Company L.L
Confirmation of Forward Stock Sale TransactionLetter Agreement • October 14th, 2004 • Pantry Inc • Retail-auto dealers & gasoline stations • New York
The purpose of this letter agreement (this “Confirmation”) is to confirm the terms and conditions of the transaction entered into between us on the Trade Date specified below (the “Transaction”). This Confirmation constitutes a “Confirmation” as referred to in the ISDA Master Agreement specified below.
