AMENDMENT NO. 1
TO
AMENDED AND RESTATED
REGISTRATION RIGHTS AGREEMENT
by and among
THE PANTRY, INC.,
FS EQUITY PARTNERS III, L.P.,
FS EQUITY PARTNERS IV, L.P.
FS EQUITY PARTNERS INTERNATIONAL, L.P.,
CHASE MANHATTAN CAPITAL, L.P.,
CB CAPITAL INVESTORS, L.P.,
BASEBALL PARTNERS
and
PETER J. SODINI
June 1, 1999
AMENDED AND RESTATED
REGISTRATION RIGHTS AGREEMENT
THIS AMENDMENT NO. 1 TO AMENDED AND RESTATED REGISTRATION RIGHTS AGREEMENT
(this "Amendment") is made and entered into as of June 1, 1999 by and between
The Pantry, Inc., a Delaware corporation (the "Company"), FS Equity Partners
III, L.P., a Delaware limited partnership ("FSEP III"), FS Equity Partners IV,
L.P., a Delaware limited partnership ("FSEP IV"), FS Equity Partners
International, L.P., a Delaware limited partnership ("FSEP International;" FSEP
III, FSEP IV and FSEP International are sometimes collectively referred to
herein as the "FS Entities"), Peter J. Sodini, an individual ("Sodini"), Chase
Manhattan Capital, L.P., a Delaware limited partnership, as
successor-in-interest to Chase Manhattan Capital Corporation, a Delaware
corporation ("Chase"), CB Capital Investors, L.P., a Delaware limited
partnership ("CBC"), and Baseball Partners, a New York general partnership
("BP;" Chase, CBC and BP are sometimes collectively referred to herein as the
"Chase Entities"). The FS Entities, the Chase Entities and Sodini are sometimes
collectively referred to as the "Holders" and individually as the "Holder."
R E C I T A L S
A. The Company, FSEP III, FSEP International, Chase, CBC and BP have
previously entered into an Amended and Restated Registration Rights Agreement
(the "Registration Rights Agreement") dated as of July 2, 1998 with respect to
an aggregate of Two Hundred Twenty-Nine Thousand Five Hundred Seven (229,507)
shares of the Company's common stock, par value $0.01 per share (the "Common
Stock"), held by such parties;
B. Section 17 of the Registration Rights Agreement provides that the
Registration Rights Agreement may be amended by written instrument executed by
the Company and the holders of at least fifty percent (50%) of the Registrable
Securities, as defined therein, (i) held by the FSEP III and FSEP International
and (ii) held by the Chase Entities;
C. FSEP III, FSEP International and the Chase Entities collectively own at
least fifty percent (50%) of the Registrable Securities, as defined in the
Registration Rights Agreement, held by each of FSEP III and FSEP International
and the Chase Entities, and hereby desire to amend the Registration Rights
Agreement as more particularly set forth herein; and
D. The Board of Directors of the Company (the "Board") has approved this
Amendment upon the terms and subject to the conditions set forth herein.
A M E N D M E N T
1. Section 9, Restrictions on Public Sale by the Company and Others,
is hereby amended to read in its entirety as follows:
"The Company shall not effect any public sale or
distribution of any of its equity securities, or cause to be
effected any other registration of such securities (other than
securities issued pursuant to an employee benefit plan), during the
fourteen (14) business days prior to, and during the one hundred
twenty (120)-day period beginning on the effective date of a
registration statement covering the Registrable Securities.
2. The FS Entities, the Chase Entities and Sodini hereby waive any
preemptive rights that may have been granted to any of them under any
registration rights agreement entered into by the Chase Entities and the Company
with respect to any issuance of capital stock or warrants to purchase common
stock by the Company.
3. The parties hereby waive the requirement that the Company cause
each holder of its equity securities after November 30, 1995 to agree not to
effect any public sale or distribution of any securities the during the one
hundred twenty (120)-day period beginning on the effective date of a
registration statement covering Registrable Securities.
4. Except as amended hereby, the Registration Rights Agreement shall
remain in full force and effect and is hereby ratified and confirmed in all
respects.
5. All capitalized terms not defined herein shall have the meanings
set forth in the Registration Rights Agreement.
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IN WITNESS WHEREOF, the parties hereto have caused this Agreement to be
signed by an officer or partner thereunto duly authorized, all as of the date
first written above.
THE PANTRY, INC.,
a Delaware corporation
By: /s/ Peter J. Sodini
-------------------------------------
Peter J. Sodini
President and Chief Executive Officer
FS EQUITY PARTNERS III, L.P.,
a Delaware limited partnership
By: FS Capital Partners, L.P.
Its: General Partner
By: FS Holdings, Inc.
Its: General Partner
By: /s/ Charles P. Rullman
-------------------------
Charles P. Rullman
Title:
------------------
FS EQUITY PARTNERS IV, L.P.,
a Delaware limited partnership
By: FS Capital Partners LLC
Its: General Partner
By: /s/ Charles P. Rullman
---------------------------
Charles P. Rullman
Title:
----------------------
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[SIGNATURES CONTINUED FROM PREVIOUS PAGE]
FS EQUITY PARTNERS INTERNATIONAL, L.P.,
a Delaware limited partnership
By: FS&Co. International, L.P.
Its: General Partner
By: FS International Holdings
Limited
Its: General Partner
By: /s/ Charles P. Rullman
------------------------
Charles P. Rullman
Title:
------------------
CHASE MANHATTAN CAPITAL, L.P.
a Delaware limited partnership
By: /s/ Christopher M. Behrens
----------------------------
Christopher M. Behrens
Title:
---------------------
CB CAPITAL INVESTORS, L.P.,
a Delaware limited partnership
By: CB Capital Investors, Inc.
Its: General Partners
By: /s/ Christopher M. Behrens
---------------------------
Christopher M. Behrens
Title:
--------------------
[SIGNATURES CONTINUED ON FOLLOWING PAGE]
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[SIGNATURES CONTINUED FROM PREVIOUS PAGE]
BASEBALL PARTNERS,
a New York general partnership
By: /s/ Christopher M. Behrens
----------------------------
Christopher M. Behrens
General Partner
PETER J. SODINI
/s/ Peter J. Sodini
---------------------------------
Peter J. Sodini
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