Confirmation of OTC Convertible Note HedgeLetter Agreement • November 22nd, 2005 • Pantry Inc • Retail-auto dealers & gasoline stations • New York
This Confirmation evidences a complete binding agreement between you and us as to the terms of the Transaction to which this Confirmation relates. This Confirmation (notwithstanding anything to the contrary herein), shall be subject to an agreement in the 1992 form of the ISDA Master Agreement (Multicurrency Cross Border) (the “Master Agreement” or “Agreement”) as if we had executed an agreement in such form (but without any Schedule and with elections specified in the “ISDA Master Agreement” Section of this Confirmation) on the Trade Date of the first such Transaction between us. In the event of any inconsistency between the provisions of that agreement and this Confirmation, this Confirmation will prevail for the purpose of this Transaction.
REGISTRATION RIGHTS AGREEMENT dated as of November 22, 2005 among The Pantry, Inc., Kangaroo, Inc., and Merrill Lynch, Pierce, Fenner & Smith Incorporated and Wachovia Capital Markets, LLCRegistration Rights Agreement • November 22nd, 2005 • Pantry Inc • Retail-auto dealers & gasoline stations • New York
This Agreement is made pursuant to the Purchase Agreement, dated as of November 16, 2005, among the Company, the Guarantors and the Initial Purchasers (the “Purchase Agreement”). The Purchase Agreement provides for (1) the sale by the Company to the Initial Purchasers of an aggregate of $135,000,000 principal amount at maturity of the Company’s 3.00% Senior Subordinated Convertible Notes due 2012 ($150,000,000 principal amount at maturity if the Initial Purchasers exercise their option in full) (collectively, the “Securities”) and (2) the sale by the Guarantors to the Initial Purchasers of their guarantees of the Company’s Securities (the “Guarantees”). In order to induce the Initial Purchasers to enter into the Purchase Agreement, the Company and the Guarantors have agreed to provide to the Initial Purchasers and their direct and indirect transferees the registration rights set forth in this Agreement. The execution of this Agreement is a condition to the closing under the Purchase Ag
Confirmation of OTC Warrant TransactionLetter Agreement • November 22nd, 2005 • Pantry Inc • Retail-auto dealers & gasoline stations • New York
This Confirmation evidences a complete binding agreement between you and us as to the terms of the Transaction to which this Confirmation relates. This Confirmation (notwithstanding anything to the contrary herein), shall be subject to an agreement in the 1992 form of the ISDA Master Agreement (Multicurrency Cross Border) (the “Master Agreement” or “Agreement”) as if we had executed an agreement in such form (but without any Schedule and with elections specified in the “ISDA Master Agreement” Section of this Confirmation) on the Trade Date of the first such Transaction between us. In the event of any inconsistency between the provisions of that Agreement and this Confirmation, this Confirmation will prevail for the purpose of this Transaction.
Confirmation of OTC Warrant TransactionLetter Agreement • November 22nd, 2005 • Pantry Inc • Retail-auto dealers & gasoline stations • New York
This Confirmation evidences a complete binding agreement between you and us as to the terms of the Transaction to which this Confirmation relates. This Confirmation (notwithstanding anything to the contrary herein), shall be subject to an agreement in the 1992 form of the ISDA Master Agreement (Multicurrency Cross Border) (the “Master Agreement” or “Agreement”) as if we had executed an agreement in such form (but without any Schedule and with elections specified in the “ISDA Master Agreement” Section of this Confirmation) on the Trade Date of the first such Transaction between us. In the event of any inconsistency between the provisions of that Agreement and this Confirmation, this Confirmation will prevail for the purpose of this Transaction.
AMENDMENT NO. 5 TO EMPLOYMENT AGREEMENTEmployment Agreement • November 22nd, 2005 • Pantry Inc • Retail-auto dealers & gasoline stations
THIS AMENDMENT NO. 5 TO EMPLOYMENT AGREEMENT (“Amendment No. 4”) is made and entered into as of the 17th day of November, 2005, by and between THE PANTRY, INC., a Delaware corporation (the “Corporation”), and PETER J. SODINI (the “Employee”).
THE PANTRY, INC. (a Delaware corporation) 3.00% Senior Subordinated Convertible Notes due 2012 PURCHASE AGREEMENTPurchase Agreement • November 22nd, 2005 • Pantry Inc • Retail-auto dealers & gasoline stations • New York
