Exhibit 10.1
FIRST AMENDMENT TO
FOURTH AMENDED AND RESTATED CREDIT AGREEMENT
THIS FIRST AMENDMENT TO FOURTH AMENDED AND RESTATED CREDIT AGREEMENT (this “Amendment”), dated as of August 15, 2013, is by and among THE PANTRY, INC., a Delaware corporation, (the “Borrower”), the Guarantors (as defined below) party hereto, the Lenders (as defined below) party hereto, and WELLS FARGO BANK, NATIONAL ASSOCIATION, as administrative agent for the Lenders (in such capacity, the “Administrative Agent”).
WITNESSETH
WHEREAS, the Borrower, the domestic subsidiaries of the Borrower who are or may become party thereto (the “Guarantors”), the several banks and other financial institutions as may from time to time become parties thereto (the “Lenders”) and the Administrative Agent have entered into that certain Fourth Amended and Restated Credit Agreement dated as of August 3, 2012 (as 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 meanings ascribed thereto in the Credit Agreement);
WHEREAS, the Borrower has requested that the Lenders amend certain provisions of the Credit
Agreement as more fully set forth herein; and
WHEREAS, the Lenders have agreed to such amendments, 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
AMENDMENT TO CREDIT AGREEMENT
1.1 Amendments to Definitions. The following definitions contained in Section 1.1 of the
Credit Agreement are hereby amended in the following respects:
(a) With respect to the pricing grid contained in the definition of “Applicable Margin” in Section 1.1 of the Credit Agreement, the pricing applicable to each level of the Term Loan (with respect to both Alternate Base Rate Loans and LIBOR Rate Loans) is hereby reduced by 0.75%, such that each reference in the (i) “Alternate Base Rate Margin for Term Loan” column to (A) “3.50%” is reduced to “2.75%” and (B) “3.25%” is reduced to “2.50%” and (ii) “LIBOR Rate Margin for Term Loan” column to (A) “4.50%” is reduced to “3.75%” and (B) “4.25%” is reduced to “3.50%”.
(b) The definition of Credit Party Obligations in Section 1.1 of the Credit Agreement is hereby amended and restated in its entirety to read as follows:
“Credit Party Obligations” shall mean, without duplication, (a) the Obligations and (b) for purposes of the Guaranty, the Security Documents and all provisions under the other Credit Documents relating to the Collateral, the sharing thereof and/or payments
from proceeds of the Collateral, all Bank Product Debt, but in all cases excluding Excluded Swap Obligations.
(c) The last sentence contained in the definition of “LIBOR” in Section 1.1 of the Credit Agreement is hereby amended and restated in its entirety to read as follows:
Notwithstanding the foregoing, for purposes of this Agreement, with respect to the Term Loan Facility only, LIBOR shall in no event be less than 1.00% at any time.
(d) The definition of “Repricing Transaction” set forth in Section 1.1 of the Credit Agreement is hereby amended and restated in its entirety to read as follows:
“Repricing Transaction” shall mean (a) any prepayment or repayment of the Term Loan with the proceeds of, or any conversion of the Term Loans into, any new or replacement tranche of term loans or Indebtedness bearing interest with an “effective yield” (taking into account, for example, upfront fees, interest rate spreads, interest rate benchmark floors and original issue discount, but excluding the effect of any arrangement, structuring, syndication or other fees payable in connection therewith that are not shared with all lenders or holders of such new or replacement loans) less than the “effective yield” applicable to the Term Loan as of the First Amendment Effective Date (as such comparative yields are determined in the reasonable judgment of the Administrative Agent consistent with generally accepted financial practices) and (b) any amendment to the pricing terms of the Term Loan which reduces the “effective yield” applicable to the Term Loan as of the First Amendment Effective Date.
1.2 New Definitions. The following definitions are hereby added to Section 1.1 of the Credit Agreement in the appropriate alphabetical order:
“Commodity Exchange Act” shall mean the Commodity Exchange Act (7 U.S.C. § 1 et seq.), as amended from time to time, and any successor statute.
“Excluded Swap Obligation” shall mean, with respect to any Guarantor, any Swap Obligation if, and to the extent that, all or a portion of the Guaranty of such Guarantor of, or the grant by such Guarantor of a security interest to secure, such Swap Obligation (or any Guaranty thereof) is or becomes illegal under the Commodity Exchange Act or any rule, regulation or order of the Commodity Futures Trading Commission (or the application or official interpretation of any thereof) by virtue of such Guarantor’s failure for any reason to constitute an “eligible contract participant” as defined in the Commodity Exchange Act and the regulations thereunder at the time the Guaranty of such Guarantor or the grant of such security interest becomes effective with respect to such Swap Obligation. If a Swap Obligation arises under a master agreement governing more than one swap, such exclusion shall apply only to the portion of such Swap Obligation that is attributable to swaps for which such Guaranty or security interest is or becomes illegal.
“First Amendment Effective Date” shall mean August 15, 2013.
“Qualified ECP Guarantor” shall mean, in respect of any Swap Obligation, each Credit Party that has total assets exceeding $10,000,000 (or such other dollar threshold as, at the time of determination, may be required to be an “eligible contract participant” under the Commodity Exchange Act or any regulations promulgated thereunder) at the time the relevant Guaranty or grant of the relevant security interest becomes effective with respect to such Swap Obligation or
2
such other person as constitutes an “eligible contract participant” under the Commodity Exchange Act or any regulations promulgated thereunder and can cause another person to qualify as an “eligible contract participant” at such time by entering into a keepwell under Section
1a(18)(A)(v)(II) of the Commodity Exchange Act.
“Swap Obligations” shall mean, with respect to any Guarantor, an obligation to pay or perform under any agreement, contract or transaction that constitutes a “swap” within the meaning of § 1a(47) of the Commodity Exchange Act.
1.3 Amendment to Section 2.8(d). Section 2.8(d) of the Credit Agreement is hereby amended and restated in its entirety to read as follows:
(d) Call Premium. In the event that, on or prior to the six-month anniversary of the First Amendment Effective Date, the Borrower (i) makes any prepayment of Term Loan in connection with any Repricing Transaction or (ii) effects any amendment of this Agreement resulting in a Repricing Transaction, the Borrower shall pay to the Administrative Agent, for the ratable account of each applicable Term Loan Lender, a fee in an amount equal to, (x) in the case of clause (i), a prepayment premium of 1.0% of the amount of the Term Loan being prepaid and (y) in the case of clause (ii), a payment equal to 1.0% of the aggregate amount of the applicable Term Loan outstanding immediately prior to such amendment. Such fees shall be due and payable within three (3) Business Days of the date of the effectiveness of such Repricing Transaction.
1.4 Amendment to Section 6.7(d)(iii). Subclause (2) contained in clause (A) of Section 6.7(d)(iii) of the Credit Agreement is hereby amended and restated in its entirety to read as follows:
and (2) demonstrating, in a manner consistent with past practices or otherwise acceptable to the Administrative Agent, that, after giving effect to such acquisition and to all Indebtedness to be incurred or assumed or repaid in connection with or as consideration for such acquisition, the Borrower would be in compliance, on a Pro Forma Basis, with the financial covenants contained in Section 6.6 of this Agreement for the four consecutive Fiscal Quarter period ending on or immediately prior to the date of the proposed acquisition,
1.5 Amendment to Section 9.2(a). The primary notice address for the Administrative Agent contained in Section 9.2(a) of the Credit Agreement is hereby amended and restated in its entirety to read as follows:
Wells Fargo Bank, National Association, as Administrative Agent
1525 West W.T. Harris Blvd. MACD1109-019
Charlotte, North Carolina 28262
Attention: Syndication Agency Services
Telecopier: (704) 383-0288
Telephone: (704) 374-2698
Email Address: agencyservices.requests@wellsfargo.com
1.6 Amendment to Article X. The following Sections 10.11 and 10.12 are hereby added to the end of Article X of the Credit Agreement as follows:
Section 10.11 Eligible Contract Participant.
3
Notwithstanding anything to the contrary in any Credit Document, no Guarantor shall be deemed under this Article X to be a guarantor of any Swap Obligations if such Guarantor was not an “eligible contract participant” as defined in § 1a(18) of the Commodity Exchange Act, at the time the guarantee under this Article X becomes effective with respect to such Swap Obligation and to the extent that the providing of such guarantee by such Guarantor would violate the Commodity Exchange Act; provided however that in determining whether any Guarantor is an “eligible contract participant” under the Commodity Exchange Act, the guarantee of the Credit Party Obligations of such Guarantor under this Article X by a Guarantor that is also a Qualified ECP Guarantor shall be taken into account.
Section 10.12 Keepwell.
Without limiting anything in this Article X, each Qualified ECP Guarantor hereby jointly and severally absolutely, unconditionally and irrevocably undertakes to provide such funds or other support as may be needed from time to time to each Guarantor that is not an “eligible contract participant” under the Commodity Exchange Act at the time the guarantee under this Article X becomes effective with respect to any Swap Obligation, to honor all of the Obligations of such Guarantor under this Article X in respect of such Swap Obligations (provided, however, that each Qualified ECP Guarantor shall only be liable under this Section 10.12 for the maximum amount of such liability that can be hereby incurred without rendering its undertaking under this Section 10.12, or otherwise under this Article X, voidable under applicable Law relating to fraudulent conveyance or fraudulent transfer, and not for any greater amount). The undertaking of each Qualified ECP Guarantor under this Section 10.12 shall remain in full force and effect until termination of the Commitments and payment in full of all Loans and other Credit Party Obligations. Each Qualified ECP Guarantor intends that this Section 10.12 constitute, and this Section 10.12 shall be deemed to constitute, a “keepwell, support, or other agreement” for the benefit of each Guarantor that would otherwise not constitute an “eligible contract participant” under the Commodity Exchange Act or any regulations promulgated thereunder.
ARTICLE II
CONDITIONS TO EFFECTIVENESS
2.1 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, the Administrative Agent, the Required Lenders and the Term Loan Lenders.
(b) Default. After giving effect to this Amendment, no Default or Event of Default shall exist.
(c) Fees. The Administrative Agent shall have received from the Borrower the fees and expenses that are payable in connection with the consummation of the transactions contemplated hereby (including, without limitation, the fees and expenses set forth in that certain Engagement Letter, dated July 15, 2013 (the “Engagement Letter”), between the Borrower and Wells Fargo Securities, LLC) and, subject to the terms of the Engagement Letter, King & Spalding LLP shall have received from the Borrower payment of all outstanding fees and
4
expenses previously incurred and invoiced and all fees and expenses incurred and invoiced in connection with this Amendment.
(d) Miscellaneous. All other documents and legal matters in connection with the transactions contemplated by this Amendment shall be reasonably satisfactory in form and substance to the Administrative Agent and its counsel.
ARTICLE III
MISCELLANEOUS
3.1 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.
3.2 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.
(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 exists before or after giving effect to this Amendment.
(f) The Security Documents continue to create a valid security interest in, and Lien upon, the Collateral, in favor of the Administrative Agent, for the benefit of the Lenders and the Bank Product Providers, which security interests and Liens are perfected in accordance with the terms of the Security Documents and prior to all Liens other than Permitted Liens.
(g) The existing Credit Party Obligations are not reduced or modified by this Amendment and are not subject to any offsets, defenses or counterclaims.
3.3 Reaffirmation of Credit Party Obligations. Each Credit Party hereby ratifies the Credit Agreement and acknowledges and reaffirms (a) that it is bound by all terms of the Credit
5
Agreement applicable to it and (b) that it is responsible for the observance and full performance of its respective Credit Party Obligations.
3.4 Credit Document. This Amendment shall constitute a Credit Document under the terms of the Credit Agreement.
3.5 Expenses. The Borrower agrees to pay all reasonable costs and expenses of the Administrative Agent in connection with the preparation, execution and delivery of this Amendment, including without limitation, subject to the terms of the Engagement Letter, the reasonable fees and expenses of the Administrative Agent’s legal counsel.
3.6 Further Assurances. The Credit Parties agree to promptly take such action, upon the request of the Administrative Agent, as is necessary to carry out the intent of this Amendment.
3.7 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.
3.8 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 or other facsimile shall be effective as an original and shall constitute a representation that an original will be delivered.
3.9 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.
3.10 Successors and Assigns. This Amendment shall be binding upon and inure to the benefit of the parties hereto and their respective successors and assigns.
3.11 GOVERNING LAW. THIS AMENDMENT AND THE RIGHTS AND OBLIGATIONS OF THE PARTIES UNDER THIS AMENDMENT SHALL BE GOVERNED BY, AND CONSTRUED AND INTERPRETED IN ACCORDANCE WITH, THE LAW OF THE STATE OF NEW YORK. EACH OF THE PARTIES HERETO 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.
3.12 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 9.13 and 9.16 of the Credit Agreement are hereby incorporated by reference, mutatis mutandis.
6
THE PANTRY, INC.
FIRST AMENDMENT
IN WITNESS WHEREOF the Borrower, the Administrative Agent and the Lenders have caused this Amendment to be duly executed on the date first above written.
| BORROWER: | THE PANTRY, INC., | |||
| a Delaware Corporation | ||||
| By: /s/ Dennis G. Hatchell | ||||
| Name: Dennis G. Hatchell | ||||
| Title: President & CEO | ||||
| GUARANTORS: | None. | |||
THE PANTRY, INC.
FIRST AMENDMENT
ADMINISTRATIVE AGENT
AND LENDERS:
WELLS FARGO BANK, NATIONAL ASSOCIATION,
as Administrative Agent and as a Lender
By: /s/ Andrea S. Chen
Name: Andrea S. Chen
Title: Director
The Pantry,Inc. - First Amendment to the Fourth Amended and Restated Credit Agreement
| LENDERS: | |
| Wells Fargo Bank, NA, | |
| as a Lender | |
By: /s/ Jeffery D. Warren | |
| Name: Jeffery D. Warren | |
| Title: Director | |
| LENDERS: | |
| Eaton Vance CDO VII PLC | |
| By: Eaton Vance Management | |
| as Interim Investment Advisor | |
| as a Lender | |
By: /s/ Michael B. Botthof | |
| Name: Michael B. Botthof | |
| Title: Vice President | |
| LENDERS: | |
| Eaton Vance CDO VIII, Ltd. | |
| By: Eaton Vance Management | |
| as Investment Advisor | |
| as a Lender | |
| By: /s/ Michael B. Botthof | |
| Name: Michael B. Botthof | |
| Title: Vice President | |
| LENDERS: | |
| Eaton Vance CDO X PLC | |
| By: Eaton Vance Management | |
| as Investment Advisor | |
| as a Lender | |
| By: /s/ Michael B. Botthof | |
| Name: Michael B. Botthof | |
| Title: Vice President | |
| LENDERS: | |
| Eaton Vance Senior Floating-Rate Trust | |
| By: Eaton Vance Management | |
| as Investment Advisor | |
| as a Lender | |
| By: /s/ Michael B. Botthof | |
| Name: Michael B. Botthof | |
| Title: Vice President | |
| LENDERS: | |
| Eaton Vance Floating-Rate Income Trust | |
| By: Eaton Vance Management | |
| as Investment Advisor | |
| as a Lender | |
By: /s/ Michael B. Botthof | |
| Name: Michael B. Botthof | |
| Title: Vice President | |
| LENDERS: | |
| Eaton Vance International (Cayman Islands) Floating-Rate Income Portfolio | |
| By: Eaton Vance Management | |
| as Investment Advisor | |
| as a Lender | |
By: /s/ Michael B. Botthof | |
| Name: Michael B. Botthof | |
| Title: Vice President | |
| LENDERS: | |
| Eaton Vance Senior Income Trust | |
| By: Eaton Vance Management | |
| as Investment Advisor | |
| as a Lender | |
| By: /s/ Michael B. Botthof | |
| Name: Michael B. Botthof | |
| Title: Vice President | |
| LENDERS: | |
| Eaton Vance Institutional Senior Loan Fund | |
| By: Eaton Vance Management | |
| as Investment Advisor | |
| as a Lender | |
| By: /s/ Michael B. Botthof | |
| Name: Michael B. Botthof | |
| Title: Vice President | |
| LENDERS: | |
| Eaton Vance Limited Duration Income Fund | |
| By: Eaton Vance Management | |
| as Investment Advisor | |
| as a Lender | |
| By: /s/ Michael B. Botthof | |
| Name: Michael B. Botthof | |
| Title: Vice President | |
| LENDERS: | |
| Grayson & Co | |
| By: Boston Management and Research | |
| as Investment Advisor | |
| as a Lender | |
By: /s/ Michael B. Botthof | |
| Name: Michael B. Botthof | |
| Title: Vice President | |
| LENDERS: | |
| MET Investors Series Trust - MET/Eaton Vance Floating Rate Portfolio | |
| By: Eaton Vance Management | |
| as Investment Sub-Advisor | |
| as a Lender | |
By: /s/ Michael B. Botthof | |
| Name: Michael B. Botthof | |
| Title: Vice President | |
| LENDERS: | |
| Pacific Select Fund Floating Rate Loan Portfolio | |
| By: Eaton Vance Management | |
| as Investment Sub-Advisor | |
| as a Lender | |
By: /s/ Michael B. Botthof | |
| Name: Michael B. Botthof | |
| Title: Vice President | |
| LENDERS: | |
| Columbia Funds Variable Series Trust II - Variable Portfolio - Eaton Vance Floating-Rate Income Fund | |
| By: Eaton Vance Management | |
| as Investment Sub-Advisor | |
| as a Lender | |
By: /s/ Michael B. Botthof | |
| Name: Michael B. Botthof | |
| Title: Vice President | |
| LENDERS: | |
| Senior Debt Portfolio | |
| By: Boston Management Research | |
| as Investment Advisor | |
| as a Lender | |
By: /s/ Michael B. Botthof | |
| Name: Michael B. Botthof | |
| Title: Vice President | |
| LENDERS: | |
| Eaton Vance VT Floating-Rate Income Fund | |
| By: Eaton Vance Management | |
| as Investment Advisor | |
| as a Lender | |
By: /s/ Michael B. Botthof | |
| Name: Michael B. Botthof | |
| Title: Vice President | |
| LENDERS: | |
| Dryden XXVI Senior Loan Fund, as a Lender | |
| By: Prudential Investment Management, | |
| Inc., as Collateral Manager | |
By: /s/ Joseph Lemanowicz | |
| Name: Joseph Lemanowicz | |
| Title: Vice President | |
| LENDERS: | |
| Dryden XXIII Senior Loan Fund, as a Lender | |
| By: Prudential Investment Management, Inc., | |
| as Collateral Manager | |
By: /s/ Joseph Lemanowicz | |
| Name: Joseph Lemanowicz | |
| Title: Vice President | |
| LENDERS: | |
| Dryden XXI Leveraged Loan CDO LLC, as a Lender | |
| By: Prudential Investment Management, | |
| Inc., as Collateral Manager | |
By: /s/ Joseph Lemanowicz | |
| Name: Joseph Lemanowicz | |
| Title: Vice President | |
| LENDERS: | |
| Dryden XXV Senior Loan Fund, as a Lender | |
| By: Prudential Investment Management, | |
| Inc., as Collateral Manager | |
By: /s/ Joseph Lemanowicz | |
| Name: Joseph Lemanowicz | |
| Title: Vice President | |
| LENDERS: | |
| Dryden XVIII Leveraged Loan 2007 Ltd., as a Lender | |
| By: Prudential Investment Management, | |
| Inc., as Collateral Manager | |
By: /s/ Joseph Lemanowicz | |
| Name: Joseph Lemanowicz | |
| Title: Vice President | |
| LENDERS: | |
| Dryden XI - Leveraged Loan CDO 2006, as a Lender | |
| By: Prudential Investment Management, | |
| Inc., as Collateral Manager | |
By: /s/ Joseph Lemanowicz | |
| Name: Joseph Lemanowicz | |
| Title: Vice President | |
| LENDERS: | |
| DENALI CAPITAL CLO VII, LTD | |
| as a Lender | |
| By: Denali Capital LLC, managing member of | |
| DC Funding Partners LLC, collateral manager | |
By: /s/ John P. Thacker | |
| Name: John P. Thacker | |
| Title: Chief Credit Officer | |
| LENDERS: | |
| Spring Road CLO 2007-1, LTD. | |
| as a Lender | |
| By: Denali Capital LLC, managing member of | |
| DC Funding Partners LLC, collateral manager | |
By: /s/ John P. Thacker | |
| Name: John P. Thacker | |
| Title: Chief Credit Officer | |
| LENDERS: | |
| Cent CDO 12 Limited | |
| as a Lender | |
| By: Columbia Management Investment Advisers, LLC | |
| as Collateral Manager | |
By: /s/ Robin C. Stancil | |
| Name: Robin C. Stancil | |
| Title: Assistant Vice President | |
| LENDERS: | |
| Cent CDO 14 Limited | |
| as a Lender | |
| By: Columbia Management Investment Advisers, LLC | |
| as Collateral Manager | |
By: /s/ Robin C. Stancil | |
| Name: Robin C. Stancil | |
| Title: Assistant Vice President | |
| LENDERS: | |
| Cent CDO 15 Limited | |
| as a Lender | |
| By: Columbia Management Investment Advisers, LLC | |
| as Collateral Manager | |
By: /s/ Robin C. Stancil | |
| Name: Robin C. Stancil | |
| Title: Assistant Vice President | |
| LENDERS: | |
| Cent CLO 17 Limited | |
| as a Lender | |
| By: Columbia Management Investment Advisers, LLC | |
| as Collateral Manager | |
By: /s/ Robin C. Stancil | |
| Name: Robin C. Stancil | |
| Title: Assistant Vice President | |
| LENDERS: | |
| Cent CLO 18 Limited | |
| as a Lender | |
| By: Columbia Management Investment Advisers, LLC | |
| as Collateral Manager | |
By: /s/ Robin C. Stancil | |
| Name: Robin C. Stancil | |
| Title: Assistant Vice President | |
| LENDERS: | |
| Columbia Floating Rate Fund, a series | |
| of Columbia Funds Series Trust II | |
| as a Lender | |
By: /s/ Robin C. Stancil | |
| Name: Robin C. Stancil | |
| Title: Assistant Vice President | |
| LENDERS: | |
| Columbia Strategic Income Fund, a series of | |
| Columbia Funds Series Trust I | |
| as a Lender | |
By: /s/ Robin C. Stancil | |
| Name: Robin C. Stancil | |
| Title: Authorized Signatory | |
| LENDERS: | |
| Columbia Variable Portfolio - Strategic Income | |
| Fund, a series of Columbia Funds Variable | |
| Insurance Trust | |
| as a Lender | |
By: /s/ Robin C. Stancil | |
| Name: Robin C. Stancil | |
| Title: Authorized Signatory | |
| LENDERS: | |
| Riversource Life Insurance Company | |
| as a Lender | |
By: /s/ Robin C. Stancil | |
| Name: Robin C. Stancil | |
| Title: Authorized Signatory | |
| LENDERS: | |
| Catamaran CLO 2012-1 Ltd. | |
| as a Lender | |
| By: Trimaran Advisors, L.L.C. | |
By: /s/ Daniel Gilligan | |
| Name: Daniel Gilligan | |
| Title: Authorized Signatory | |
| LENDERS: | |
| Catamaran CLO 2013-1 Ltd. | |
| as a Lender | |
| By: Trimaran Advisors, L.L.C. | |
By: /s/ Daniel Gilligan | |
| Name: Daniel Gilligan | |
| Title: Authorized Signatory | |
| LENDERS: | |
| Katonah 2007-I CLO Ltd. | |
| as a Lender | |
By: /s/ Daniel Gilligan | |
| Name: Daniel Gilligan | |
| Title: Authorized Signatory | |
| LENDERS: | |
| Katonah X CLO Ltd. | |
| as a Lender | |
By: /s/ Daniel Gilligan | |
| Name: Daniel Gilligan | |
| Title: Authorized Signatory | |
| LENDERS: | |
| Trimaran CLO VII Ltd. | |
| as a Lender | |
| By: Trimaran Advisors, L.L.C. | |
By: /s/ Daniel Gilligan | |
| Name: Daniel Gilligan | |
| Title: Authorized Signatory | |
| LENDERS: | |
| Carlyle Daytona CLO, Ltd. | |
| as a Lender | |
By: /s/ Linda Pace | |
| Name: Linda Pace | |
| Title: Managing Director | |
| LENDERS: | |
| Carlyle Global Market Strategies CLO | |
| 2011-1, Ltd. | |
| as a Lender | |
By: /s/ Linda Pace | |
| Name: Linda Pace | |
| Title: Managing Director | |
| LENDERS: | |
| Carlyle Global Market Strategies CLO | |
| 2012-1, Ltd. | |
| as a Lender | |
By: /s/ Linda Pace | |
| Name: Linda Pace | |
| Title: Managing Director | |
| LENDERS: | |
| Carlyle Global Market Strategies CLO | |
| 2012-2, Ltd. | |
| as a Lender | |
By: /s/ Linda Pace | |
| Name: Linda Pace | |
| Title: Managing Director | |
| LENDERS: | |
| Carlyle High Yield Partners IX, Ltd | |
| as a Lender | |
By: /s/ Linda Pace | |
| Name: Linda Pace | |
| Title: Managing Director | |
| LENDERS: | |
| Carlyle High Yield Partners VIII, Ltd | |
| as a Lender | |
By: /s/ Linda Pace | |
| Name: Linda Pace | |
| Title: Managing Director | |
| LENDERS: | |
| Carlyle High Yield Partners X, Ltd | |
| as a Lender | |
By: /s/ Linda Pace | |
| Name: Linda Pace | |
| Title: Managing Director | |
| LENDERS: | |
| Carlyle McLaren CLO, Ltd. | |
| as a Lender | |
By: /s/ Linda Pace | |
| Name: Linda Pace | |
| Title: Managing Director | |
| LENDERS: | |
| Mountain Capital CLO VI Ltd. | |
| as a Lender | |
By: /s/ Linda Pace | |
| Name: Linda Pace | |
| Title: Managing Director | |
| LENDERS: | |
| CALIFORNIA STATE TEACHERS' RETIREMENT | |
| SYSTEM | |
| as a Lender | |
| By: Credit Suisse Asset Management, LLC, as investment | |
| manager | |
By: /s/ Thomas Flannery | |
| Name: Thomas Flannery | |
| Title: Managing Director | |
| LENDERS: | |
| CREDIT SUISSE FLOATING RATE HIGH | |
| INCOME FUND | |
| as a Lender | |
| By: Credit Suisse Asset Management, LLC, as investment | |
| advisor | |
By: /s/ Thomas Flannery | |
| Name: Thomas Flannery | |
| Title: Managing Director | |
| LENDERS: | |
| IHC HEALTH SERVICES, INC. | |
| as a Lender | |
| By: Credit Suisse Asset Management, LLC, as investment | |
| manager | |
By: /s/ Thomas Flannery | |
| Name: Thomas Flannery | |
| Title: Managing Director | |
| LENDERS: | |
| IHC PENSION PLAN DIRECTED TRUST | |
| as a Lender | |
| By: Credit Suisse Asset Management, LLC, as investment | |
| manager | |
By: /s/ Thomas Flannery | |
| Name: Thomas Flannery | |
| Title: Managing Director | |
| LENDERS: | |
| MADISON PARK FUNDING IX, LTD. | |
| as a Lender | |
| By: Credit Suisse Asset Management, LLC, as portfolio | |
| manager | |
By: /s/ Thomas Flannery | |
| Name: Thomas Flannery | |
| Title: Managing Director | |
| LENDERS: | |
| MADISON PARK FUNDING VIII, LTD. | |
| as a Lender | |
| By: Credit Suisse Asset Management, LLC, as portfolio | |
| manager | |
By: /s/ Thomas Flannery | |
| Name: Thomas Flannery | |
| Title: Managing Director | |
| LENDERS: | |
| QUALCOMM GLOBAL TRADING PTE. LTD. | |
| as a Lender | |
| By: Credit Suisse Asset Management, LLC, as investment | |
| manager | |
By: /s/ Thomas Flannery | |
| Name: Thomas Flannery | |
| Title: Managing Director | |
| LENDERS: | |
| RAYTHEON MASTER PENSION TRUST | |
| as a Lender | |
| By: Credit Suisse Asset Management, LLC, as investment | |
| manager | |
By: /s/ Thomas Flannery | |
| Name: Thomas Flannery | |
| Title: Managing Director | |
| LENDERS: | |
Brookside Mill CLO Ltd., | |
| as a Lender | |
| By: Shenkman Capital Management, Inc., | |
| as Collateral Manager | |
By: /s/ Richard H. Weinstein | |
| Name: Richard H. Weinstein | |
| Title: Chief Operating Officer | |
| LENDERS: | |
BMO Harris Financing, Inc., | |
| as a Lender | |
By: /s/ Philip Langheim | |
| Name: Philip Langheim | |
| Title: Managing Director | |
| LENDERS: | |
| Blue Shield of California | |
By: /s/ David Ardini | |
| Name: David Ardini | |
| Title: Asst. Vice President | |
| LENDERS: | |
| Franklin CLO VI, Ltd. | |
By: /s/ David Ardini | |
| Name: David Ardini | |
| Franklin Advisers, Inc. as Collateral Manager | |
| Title: Vice President | |
| LENDERS: | |
| Muir Woods CLO, Ltd. | |
By: /s/ David Ardini | |
| Name: David Ardini | |
| Franklin Advisers, Inc. as Collateral Manager | |
| Title: Vice President | |
| LENDERS: | |
| Franklin Templeton Series II Funds - Franklin Floating | |
| Rate II Fund | |
By: /s/ Richard Hsu | |
| Name: Richard Hsu | |
| Title: Asst. Vice President | |
| LENDERS: | |
| Franklin Floating Rate Master Trust - Franklin Floating | |
| Rate Master Series | |
By: /s/ Richard Hsu | |
| Name: Richard Hsu | |
| Title: Asst. Vice President | |
| LENDERS: | |
| Franklin Investors Securities Trust - Franklin Floating | |
| Rate Daily Access Fund | |
By: /s/ Richard Hsu | |
| Name: Richard Hsu | |
| Title: Asst. Vice President | |
| LENDERS: | |
| BJC Health System | |
| as a Lender | |
| By: GSO Capital Advisors LLC, as its Investment Manager | |
By: /s/ Dan Smith | |
| Name: Dan Smith | |
| Title: Authorized Signatory | |
| LENDERS: | |
| Central Park CLO, Ltd. | |
| as a Lender | |
| By: GSO / Blackstone Debt Funds Management LLC as | |
| Collateral Manager | |
By: /s/ Dan Smith | |
| Name: Dan Smith | |
| Title: Authorized Signatory | |
| LENDERS: | |
| Gramercy Park CLO Ltd. | |
| as a Lender | |
| By: GSO / Blackstone Debt Funds Management LLC | |
| as Collateral Manager | |
By: /s/ Dan Smith | |
| Name: Dan Smith | |
| Title: Authorized Signatory | |
| LENDERS: | |
| PPG Industries, Inc. Pension Plan Trust | |
| as a Lender | |
| By: GSO Capital Advisors LLC, As its Investment Advisor | |
By: /s/ Dan Smith | |
| Name: Dan Smith | |
| Title: Authorized Signatory | |
| LENDERS: | |
| Sun Life Assurance Company of Canada (US) | |
| as a Lender | |
| By: GSO / Blackstone Debt Funds Management LLC as | |
| Sub-Advisor | |
By: /s/ Dan Smith | |
| Name: Dan Smith | |
| Title: Authorized Signatory | |
| LENDERS: | |
| Tribeca Park CLO Ltd. | |
| as a Lender | |
| By: GSO / Blackstone Debt Funds Management LLC as | |
| Portfolio Manager | |
By: /s/ Dan Smith | |
| Name: Dan Smith | |
| Title: Authorized Signatory | |
THE PANTRY, INC.
FIRST AMENDMENT
| LENDERS: | |
| Bank of America, N.A. | |
| as a Lender | |
By: /s/ Charles R. Dickerson | |
| Name: Charles R. Dickerson | |
| Title: SVP | |
| LENDERS: | |
| Arrowood Indemnity Company | |
| as a Lender | |
| By: Invesco Senior Secured Management, Inc. as Investment | |
| Manager | |
By: /s/ Thomas Ewald | |
| Name: Thomas Ewald | |
| Title: Authorized Individual | |
| LENDERS: | |
| Arrowood Indemnity Company, as administrator of | |
| The Pension Plan of Arrowood | |
| as a Lender | |
| By: Invesco Senior Secured Management, Inc. as Investment | |
| Manager | |
By: /s/ Thomas Ewald | |
| Name: Thomas Ewald | |
| Title: Authorized Individual | |
| LENDERS: | |
| Avalon IV Capital, Ltd. | |
| as a Lender | |
| By: Invesco Senior Secured Management, Inc. as Asset | |
| Manager | |
By: /s/ Thomas Ewald | |
| Name: Thomas Ewald | |
| Title: Authorized Individual | |
| LENDERS: | |
| BOC Pension Investment Fund | |
| as a Lender | |
| By: Invesco Senior Secured Management, Inc. as Attorney | |
| in Fact | |
By: /s/ Thomas Ewald | |
| Name: Thomas Ewald | |
| Title: Authorized Individual | |
| LENDERS: | |
| Children's Healthcare of Atlanta, Inc. | |
| as a Lender | |
| By: Invesco Senior Secured Management, Inc. as Investment | |
| Manager | |
By: /s/ Thomas Ewald | |
| Name: Thomas Ewald | |
| Title: Authorized Individual | |
| LENDERS: | |
| Diversified Credit Portfolio Ltd. | |
| as a Lender | |
| By: Invesco Senior Secured Management, Inc. as Investment | |
| Adviser | |
By: /s/ Thomas Ewald | |
| Name: Thomas Ewald | |
| Title: Authorized Individual | |
| LENDERS: | |
| Invesco Floating Rate Fund | |
| as a Lender | |
| By: Invesco Senior Secured Management, Inc. as | |
| Sub-Adviser | |
By: /s/ Thomas Ewald | |
| Name: Thomas Ewald | |
| Title: Authorized Individual | |
| LENDERS: | |
| Invesco Zodiac Funds - Invesco US | |
| Senior Loan Fund | |
| as a Lender | |
| By: Invesco Management S.A. As Investment Manager | |
By: /s/ Thomas Ewald | |
| Name: Thomas Ewald | |
| Title: Authorized Individual | |
| LENDERS: | |
| Limerock CLO I | |
| as a Lender | |
| By: Invesco Senior Secured Management, Inc. as Investment | |
| Manager | |
By: /s/ Thomas Ewald | |
| Name: Thomas Ewald | |
| Title: Authorized Individual | |
| LENDERS: | |
| Marea CLO, Ltd. | |
| as a Lender | |
| By: Invesco Senior Secured Management, Inc. as Collateral | |
| Manager | |
By: /s/ Thomas Ewald | |
| Name: Thomas Ewald | |
| Title: Authorized Individual | |
| LENDERS: | |
| Medical Liability Mutual Insurance Company | |
| as a Lender | |
| By: Invesco Advisers, Inc. as Investment Manager | |
By: /s/ Thomas Ewald | |
| Name: Thomas Ewald | |
| Title: Authorized Individual | |
| LENDERS: | |
| Nautique Funding Ltd | |
| as a Lender | |
| By: Invesco Senior Secured Management, Inc. as Collateral | |
| Manager | |
By: /s/ Thomas Ewald | |
| Name: Thomas Ewald | |
| Title: Authorized Individual | |
| LENDERS: | |
| Nomad CLO, Ltd. | |
| as a Lender | |
| By: Invesco Senior Secured Management, Inc. as Collateral | |
| Manager | |
By: /s/ Thomas Ewald | |
| Name: Thomas Ewald | |
| Title: Authorized Individual | |
| LENDERS: | |
| QUALCOMM Global Trading Pte. Ltd. | |
| as a Lender | |
| By: Invesco Senior Secured Management, Inc. as Investment | |
| Manager | |
By: /s/ Thomas Ewald | |
| Name: Thomas Ewald | |
| Title: Authorized Individual | |
| LENDERS: | |
| Wasatch CLO Ltd | |
| as a Lender | |
| By: Invesco Senior Secured Management, Inc. as Portfolio | |
| Manager | |
By: /s/ Thomas Ewald | |
| Name: Thomas Ewald | |
| Title: Authorized Individual | |
| LENDERS: | |
| ACA CLO 2007-1 LTD, | |
| as a Lender | |
| By: Its Investment Advisor CVC Credit Partners, LLC | |
By: /s/ Oscar Anderson | |
| Name: Oscar Anderson | |
| Title: MD/PM | |
| LENDERS: | |
| APIDOS CDO V, | |
| as a Lender | |
| By: Its Investment Advisor CVC Credit Partners, LLC | |
By: /s/ Oscar Anderson | |
| Name: Oscar Anderson | |
| Title: MD/PM | |
| LENDERS: | |
| APIDOS CINCO CDO, | |
| as a Lender | |
| By: Its Investment Advisor CVC Credit Partners, LLC | |
By: /s/ Oscar Anderson | |
| Name: Oscar Anderson | |
| Title: MD/PM | |
| LENDERS: | |
| APIDOS CLO IX, | |
| as a Lender | |
| By: Its Collateral Manager CVC Credit Partners, LLC | |
By: /s/ Oscar Anderson | |
| Name: Oscar Anderson | |
| Title: MD/PM | |
| LENDERS: | |
| APIDOS CLO VII, | |
| as a Lender | |
| By: Its Collateral Manager CVC Credit Partners, LLC | |
By: /s/ Oscar Anderson | |
| Name: Oscar Anderson | |
| Title: MD/PM | |
| LENDERS: | |
| APIDOS CLO X, | |
| as a Lender | |
| By: Its Collateral Manager CVC Credit Partners, LLC | |
By: /s/ Oscar Anderson | |
| Name: Oscar Anderson | |
| Title: MD/PM | |
| LENDERS: | |
| APIDOS CLO XI, | |
| as a Lender | |
| By: Its Collateral Manager CVC Credit Partners, LLC | |
By: /s/ Oscar Anderson | |
| Name: Oscar Anderson | |
| Title: MD/PM | |
| LENDERS: | |
| APIDOS CLO XII, | |
| as a Lender | |
| By: Its Collateral Manager CVC Credit Partners, LLC | |
By: /s/ Oscar Anderson | |
| Name: Oscar Anderson | |
| Title: MD/PM | |
| LENDERS: | |
| SAN GABRIEL CLO I LTD, | |
| as a Lender | |
| By: Its Investment Advisor CVC Credit Partners, LLC | |
| On behalf of Resource Capital Asset Management (RCAM) | |
By: /s/ Oscar Anderson | |
| Name: Oscar Anderson | |
| Title: MD/PM | |
| LENDERS: | |
| Venture IX CDO, Limited | |
| as a Lender | |
| By: its investment advisor, MJX Asset Management LLC | |
By: /s/ Martin E. Davey | |
| Name: Martin E. Davey | |
| Title: Managing Director | |
| LENDERS: | |
| Venture VIII CDO, Limited | |
| as a Lender | |
| By: its investment advisor, MJX Asset Management LLC | |
By: /s/ Martin E. Davey | |
| Name: Martin E. Davey | |
| Title: Managing Director | |
| LENDERS: | |
| Venture VI CDO Limited | |
| as a Lender | |
| By: its investment advisor, MJX Asset Management LLC | |
By: /s/ Martin E. Davey | |
| Name: Martin E. Davey | |
| Title: Managing Director | |
| LENDERS: | |
| Venture VII CDO Limited | |
| as a Lender | |
| By: its investment advisor, MJX Asset Management LLC | |
By: /s/ Martin E. Davey | |
| Name: Martin E. Davey | |
| Title: Managing Director | |
| LENDERS: | |
| Venture X CLO, Limited | |
| as a Lender | |
By: /s/ Martin E. Davey | |
| Name: Martin E. Davey | |
| Title: Senior Portfolio Manager | |
| LENDERS: | |
SUNTRUST BANK, | |
| as a Lender | |
By: /s/ Kelly Gunter | |
| Name: Kelly Gunter | |
| Title: Director | |
| LENDERS: | |
Sumitomo Mitsui Trust Bank, Limited, New York Branch, | |
| as a Lender | |
By: /s/ Albert C. Tew II | |
| Name: Albert C. Tew II | |
| Title: Vice President | |
| LENDERS: | |
Slater Mill Loan Fund, LP, | |
| as a Lender | |
| By: Shenkman Capital Management, Inc., as | |
| Collateral Manager | |
By: /s/ Richard H. Weinstein | |
| Name: Richard H. Weinstein | |
| Title: Chief Operating Officer | |
| LENDERS: | |
| SEI INSTITUTIONAL MANAGED TRUST - | |
| HIGH YIELD BOND FUND | |
| as a Lender | |
| By: ARES MANAGEMENT LLC, AS SUB-ADVISER | |
By: /s/ John Eanes | |
| Name: John Eanes | |
| Title: Authorized Signatory | |
| LENDERS: | |
| WELLPOINT, INC. | |
| as a Lender | |
| By: ARES WLP MANAGEMENT, L.P., ITS INVESTMENT MANAGER | |
| BY: ARES WLP MANAGEMENT GP, LLC, ITS GENERAL PARTNER | |
By: /s/ John Eanes | |
| Name: John Eanes | |
| Title: Authorized Signatory | |
| LENDERS: | |
| COMMUNITY INSURANCE COMPANY | |
| as a Lender | |
| By: ARES WLP MANAGEMENT, L.P., ITS INVESTMENT MANAGER | |
| BY: ARES WLP MANAGEMENT GP, LLC, ITS GENERAL PARTNER | |
By: /s/ John Eanes | |
| Name: John Eanes | |
| Title: Authorized Signatory | |
| LENDERS: | |
| Russell Institutional Funds, LLC | |
| as a Lender | |
| By: ARES WLP MANAGEMENT LLC, in its capacity as Money Manager | |
| for the Russell High Yield Bond Fund | |
By: /s/ John Eanes | |
| Name: John Eanes | |
| Title: Authorized Signatory | |
| LENDERS: | |
| ARES ENHANCED CREDIT OPPORTUNITIES | |
| FUND II LTD. | |
| as a Lender | |
| By: ARES ENHANCED CREDIT OPPORTUNITIES INVESTMENT | |
| MANAGEMENT II, LLC, ITS INVESTMENT MANAGER | |
By: /s/ John Eanes | |
| Name: John Eanes | |
| Title: Authorized Signatory | |
| LENDERS: | |
| ARES ENHANCED CREDIT OPPORTUNITIES | |
| FUND LTD. | |
| as a Lender | |
| By: ARES ENHANCED CREDIT OPPORTUNITIES FUND MANAGEMENT, | |
| L.P., ITS MANAGER | |
| BY: ARES ENHANCED CREDIT OPPORTUNITIES FUND MANAGEMENT | |
| GP, LLC, AS GENERAL PARTNER | |
By: /s/ John Eanes | |
| Name: John Eanes | |
| Title: Authorized Signatory | |
| LENDERS: | |
| ARES ENHANCED LOAN INVESTMENT | |
| STRATEGY IX, L.P. | |
| as a Lender | |
| By: AELIS IX Management, LLC, its General Partner | |
By: /s/ John Eanes | |
| Name: John Eanes | |
| Title: Authorized Signatory | |
| LENDERS: | |
| ARES XI CLO LTD. | |
| as a Lender | |
| By: ARES CLO MANAGEMENT XI, L.P., ITS ASSET MANAGER | |
| By: ARES CLO GP XI, LLC, ITS GENERAL PARTNER | |
By: /s/ John Eanes | |
| Name: John Eanes | |
| Title: Authorized Signatory | |
| LENDERS: | |
| ARES XII CLO LTD. | |
| as a Lender | |
| By: ARES CLO MANAGEMENT XII, L.P., ITS ASSET MANAGER | |
| BY: ARES CLO GP XII, LLC, ITS GENERAL PARTNER | |
By: /s/ John Eanes | |
| Name: John Eanes | |
| Title: Authorized Signatory | |
| LENDERS: | |
| ARES XXII CLO LTD. | |
| as a Lender | |
| By: ARES CLO MANAGEMENT XXII, L.P., ITS ASSET MANAGER | |
| BY: ARES CLO GP XXII, LLC, ITS GENERAL PARTNER | |
By: /s/ John Eanes | |
| Name: John Eanes | |
| Title: Authorized Signatory | |
| LENDERS: | |
| ARES XXIII CLO LTD. | |
| as a Lender | |
| By: ARES CLO MANAGEMENT XXIII, L.P., ITS ASSET MANAGER | |
| BY: ARES CLO GP XXIII, LLC, ITS GENERAL PARTNER | |
By: /s/ John Eanes | |
| Name: John Eanes | |
| Title: Authorized Signatory | |
| LENDERS: | |
| ARES XXIV CLO LTD. | |
| as a Lender | |
| By: ARES CLO MANAGEMENT XXIV, L.P., ITS ASSET MANAGER | |
| BY: ARES CLO GP XXIV, LLC, ITS GENERAL PARTNER | |
By: /s/ John Eanes | |
| Name: John Eanes | |
| Title: Authorized Signatory | |
| LENDERS: | |
| ARES XXVII CLO LTD. | |
| as a Lender | |
| By: ARES CLO MANAGEMENT XXVII, L.P., ITS ASSET MANAGER | |
| By: ARES CLO GP XXVII, LLC, ITS GENERAL PARTNER | |
By: /s/ John Eanes | |
| Name: John Eanes | |
| Title: Authorized Signatory | |
| LENDERS: | |
| Ares Institutional Loan Fund B.V. | |
| as a Lender | |
| By: Ares Management Limited, as manager | |
By: /s/ John Eanes | |
| Name: John Eanes | |
| Title: Authorized Signatory | |
| LENDERS: | |
| Ares NF CLO XIV Ltd | |
| as a Lender | |
| By: Ares NF CLO XIV Management, L.P., its collateral manager | |
| By: Ares NF CLO XIV Management LLC, its general partner | |
By: /s/ John Eanes | |
| Name: John Eanes | |
| Title: Authorized Signatory | |
| LENDERS: | |
| Ares Senior Loan Trust | |
| as a Lender | |
| By: Ares Senior Loan Trust Management, L.P., Its Investment Adviser | |
| By: Ares Senior Loan Trust Management, LLC, Its General Partner | |
By: /s/ John Eanes | |
| Name: John Eanes | |
| Title: Authorized Signatory | |
| LENDERS: | |
| ONTARIO PUBLIC SERVICE EMPLOYEES | |
| UNION PENSION PLAN TRUST FUND | |
| as a Lender | |
| By: AELIS X Management, L.P., its investment counsel | |
| By: AELIS X Management GP, LLC, its general partner | |
By: /s/ John Eanes | |
| Name: John Eanes | |
| Title: Authorized Signatory | |
| LENDERS: | |
| PPF Nominee 1 B.V. | |
| as a Lender | |
| By: Ares Management Limited, its Portfolio Manager | |
By: /s/ John Eanes | |
| Name: John Eanes | |
| Title: Authorized Signatory | |
| LENDERS: | |
| SEI GLOBAL MASTER FUND PLC - THE SEI | |
| HIGH YIELD FIXED INCOME FUND | |
| as a Lender | |
| By: ARES MANAGEMENT LLC, AS PORTFOLIO MANAGER | |
By: /s/ John Eanes | |
| Name: John Eanes | |
| Title: Authorized Signatory | |
| LENDERS: | |
| SEI INSTITUTIONAL INVESTMENTS TRUST - | |
| OPPORTUNISTIC INCOME FUND | |
| as a Lender | |
| By: ARES MANAGEMENT LLC, AS PORTFOLIO MANAGER | |
By: /s/ John Eanes | |
| Name: John Eanes | |
| Title: Authorized Signatory | |
| LENDERS: | |
| SEI INSTITUTIONAL MANAGED TRUST | |
| ENHANCED INCOME FUND | |
| as a Lender | |
| By: ARES MANAGEMENT LLC, AS SUB-ADVISER | |
By: /s/ John Eanes | |
| Name: John Eanes | |
| Title: Authorized Signatory | |
| LENDERS: | |
| SEI Institutional Investments Trust - | |
| High Yield Bond Fund | |
| as a Lender | |
| By: Ares Management LLC, as Sub-Adviser | |
By: /s/ John Eanes | |
| Name: John Eanes | |
| Title: Authorized Signatory | |
| LENDERS: | |
| SUPERANNUATION FUNDS MANAGEMENT | |
| CORPORATION OF SOUTHERN AUSTRALIA | |
| as a Lender | |
| By: ARES HIGH YIELD STRATEGIES FUND IV MANAGEMENT, L.P., | |
| ITS INVESTMENT MANAGER | |
| BY: ARES HIGH YIELD STRATEGIES FUND IV GP, LLC, ITS | |
| GENERAL PARTNER | |
By: /s/ John Eanes | |
| Name: John Eanes | |
| Title: Authorized Signatory | |
| LENDERS: | |
| SC PRO LOAN II LIMITED | |
| SWISS CAPITAL PRO LOAN III PLC, | |
| as a Lender | |
| By: Babson Capital Management LLC as Sub-Manager | |
By: /s/ Meredith F. Lynch | |
| Name: Meredith F. Lynch | |
| Title: Director | |
| LENDERS: | |
| Regions Bank | |
| as a Lender | |
By: /s/ Jon C. Swift | |
| Name: Jon C. Swift | |
| Title: Senior Vice President | |
| LENDERS: | |
| ROYAL BANK OF CANADA, | |
| as a Lender | |
By: /s/ Gordon MacArthur | |
| Name: Gordon MacArthur | |
| Title: Authorized Signatory | |
| LENDERS: | |
| COOPERATIEVE CENTRALE RAIFFEISEN- | |
| BOERENLEENBANK B.A., "Rabobank Nederland" | |
| as a Lender | |
By: /s/ Theodore W. Cox | |
| Name: Theodore W. Cox | |
| Title: Executive Director | |
By: /s/ Stewart Kalish | |
| Name: Stewart Kalish | |
| Title: Executive Director | |
| LENDERS: | |
LAFAYETTE CLO I LTD, | |
| as a Lender | |
By: /s/ Marcus Edward | |
| Name: Marcus Edward | |
| Title: Managing Director | |
By: /s/ Brian O'Leary | |
| Name: Brian O'Leary | |
| Title: Managing Director | |
| LENDERS: | |
| Intrepid Income Fund | |
| Intrepid Capital Fund, | |
| as a Lender | |
By: /s/ Donald C. White | |
| Name: Donald C. White | |
| Title: Secretary / Treasurer | |
| LENDERS: | |
| Golub Capital Partners CLO 14, Ltd. | |
| By: GC Advisors LLC, its agent | |
By: /s/ Christina D. Jamieson | |
| Name: Christina D. Jamieson | |
| Title: Designated Signatory | |
| LENDERS: | |
| Golub Capital Partners CLO 11, Ltd. | |
| By: GC Advisors LLC, its agent | |
By: /s/ Christina D. Jamieson | |
| Name: Christina D. Jamieson | |
| Title: Designated Signatory | |
| LENDERS: | |
| Galaxy VIII CLO, LTD | |
| as a Lender | |
| By: PineBridge Investments LLC Its Collateral Manager | |
By: /s/ Steven Oh | |
| Name: Steven Oh | |
| Title: Managing Director | |
| LENDERS: | |
| Galaxy X CLO, LTD | |
| as a Lender | |
| By: PineBridge Investments LLC Its Collateral Manager | |
By: /s/ Steven Oh | |
| Name: Steven Oh | |
| Title: Managing Director | |
| LENDERS: | |
| Galaxy XI CLO, Ltd. | |
| as a Lender | |
| By: PineBridge Investments LLC As Collateral Manager | |
By: /s/ Steven Oh | |
| Name: Steven Oh | |
| Title: Managing Director | |
| LENDERS: | |
| Galaxy XII CLO, Ltd. | |
| as a Lender | |
| By: PineBridge Investments LLC As Collateral Manager | |
By: /s/ Steven Oh | |
| Name: Steven Oh | |
| Title: Managing Director | |
| LENDERS: | |
| Saturn CLO, Ltd. | |
| as a Lender | |
| By: PineBridge Investments LLC Its Collateral Manager | |
By: /s/ Steven Oh | |
| Name: Steven Oh | |
| Title: Managing Director | |
| LENDERS: | |
| LCM VI, Ltd. | |
| By: LCM Asset Management LLC As Collateral Manager | |
| as a Lender | |
By: /s/ Marc Schluraff | |
| Name: Marc Schluraff | |
| Title: LCM Asset Management LLC | |
| LENDERS: | |
| LCM IX Limited Partnership | |
| By: LCM Asset Management LLC As Collateral Manager | |
| as a Lender | |
By: /s/ Marc Schluraff | |
| Name: Marc Schluraff | |
| Title: LCM Asset Management LLC | |
| LENDERS: | |
| LCM X Limited Partnership | |
| By: LCM Asset Management LLC As Collateral Manager | |
| as a Lender | |
By: /s/ Marc Schluraff | |
| Name: Marc Schluraff | |
| Title: LCM Asset Management LLC | |
| LENDERS: | |
| LCM XI Limited Partnership | |
| By: LCM Asset Management LLC As Collateral Manager | |
| as a Lender | |
By: /s/ Marc Schluraff | |
| Name: Marc Schluraff | |
| Title: LCM Asset Management LLC | |
| LENDERS: | |
| LCM XII Limited Partnership | |
| By: LCM Asset Management LLC As Collateral Manager | |
| as a Lender | |
By: /s/ Marc Schluraff | |
| Name: Marc Schluraff | |
| Title: LCM Asset Management LLC | |
| LENDERS: | |
| LCM XIII Limited Partnership | |
| By: LCM Asset Management LLC As Collateral Manager | |
| as a Lender | |
By: /s/ Marc Schluraff | |
| Name: Marc Schluraff | |
| Title: LCM Asset Management LLC | |
THE PANTRY, INC.
FIRST AMENDMENT
| LENDERS: | |
| Tetragon Financial Group Master Fund Limited | |
| By: Tetragon Financial Management LP, its Investment | |
| manager, | |
| as a Lender | |
By: /s/ Reade Griffith | |
| Name: Reade Griffith | |
| Title: Authorized Representative | |
| LENDERS: | |
| THL CREDIT WIND RIVER 2013-1 CLO LTD. | |
| as a Lender | |
| By: THL Credit Senior Loan Strategies LLC, as Investment | |
| Manager | |
By: /s/ Kathleen A. Zarn | |
| Name: Kathleen A. Zarn | |
| Title: Vice President | |