FIRST AMENDMENT TO FOURTH AMENDED AND RESTATED CREDIT AGREEMENT

Contract Categories: Business Finance - Credit Agreements
EX-10.1 2 exhibit101-firstamendmentt.htm AMENDED CREDIT FACILITY Exhibit 10.1 - First Amendment to Credit Agreement

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




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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:     ###-###-####
Telephone:     ###-###-####
Email Address: ***@***

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.




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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




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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



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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.

















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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