EXHIBIT 10.8
CONTRIBUTION TO CAPITAL AGREEMENT
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This CONTRIBUTION TO CAPITAL AGREEMENT (this "Agreement") is made and entered into as of October 23, 1997 by and among The Pantry, Inc., a
Delaware corporation (the "Company"), FS Equity Partners III, L.P., a Delaware limited partnership ("FSEP III"), FS Equity Partners International, L.P., a Delaware limited partnership ("FS International"), Chase Manhattan Capital, L.P., a Delaware limited partnership, as predecessor-in-interest to Chase Manhattan Capital Corporation, a Delaware corporation ("Chase"), and Baseball Partners, a New York general partnership ("BP"). FSEP III, FS International, Chase and BP are sometimes collectively referred to as the "Holders" and individually as the "Holder."
R E C I T A L S
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A. In connection with their investment in the Company on November 30, 1995, and on August 19, 1996, the Holders received a combination of (i) shares of the Company's common stock, $.01 par value per share (the "Common Stock"), and (ii shares of the Company's Series A Preferred Stock, $.01 par value per share (the "Series A Preferred").
B. The Company and the Holders wish to modify the Company's capital structure by eliminating the Series A Preferred and by treating such capital structure as if the Company had never issued shares of Series A Preferred (the "Restructuring").
C. In connection with the Restructuring, the Holders, being the holders of all of the outstanding shares of the Series A Preferred, have agreed to contribute to the capital of the Company each outstanding share of Series A Preferred held thereby (the "Series A Contribution") and, in connection therewith, to waive all rights and interests in and to any and all outstanding dividends related thereto.
A G R E E M E N T
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NOW, THEREFORE, in consideration of the above-stated premises and such other consideration, the receipt and sufficiency of which is hereby acknowledged, the parties hereto hereby agree as follows:
1. Contribution of Series A Preferred. In connection with the
---------------------------------- Restructuring and immediately prior to the closing of the transactions contemplated by that certain Stock Purchase Agreement dated as of an even date herewith, by and among the Company, FSEP III, FS International, Chase and Peter J. Sodini, each Holder shall make the Series A Contribution. Immediately following the Series A Contribution, the Company shall take all steps and necessary and appropriate to complete the Restructuring, including without limitation, the cancellation of all shares of Series A Preferred contribu ...